Company ID: 00 688 070, with its registered office at Mlynské Luhy 27, 821 05 Bratislava, registered in the Commercial Register of the District Court Bratislava I, Section: Sro, Insert No.: 136/B (hereinafter referred to as “i + i print” or “Contractor”), valid from October 1st, 2021

I. INTRODUCTORY PROVISIONS

1. These General Terms and Conditions (hereinafter referred to as “GTC”) determine, in accordance with § 273 par. 1 of Act No. 513/1991 Coll., the Commercial Code, as amended (hereinafter referred to as “CC”), part of the contents of Contracts for Work (hereinafter referred to as “Contract”), on the basis of which i + i print, as the Contractor, delivers the ordered Work to the Customer. The Work is defined as the required subject of performance in the sense of the Contract, which i + i print produces as a Contractor for the Customer in the performance of its business activities (hereinafter “Work”).

2. i + i print is not bound by the general terms and conditions of the Customer or any further or other conditions or provisions that may be stated by the Customer on any proposal, price offer, price list, confirmation, invoice or similar document, and no course of performance or business practices will be used to change these GTC, unless i + i print expressly agrees in writing.

3. All deliveries of the Work from the Contractor to the Customer on the basis of orders accepted by i + i print and otherwise concluded Contracts are subject to these GTC. By signing the price offer/order/concluding the Contract, the Customer confirms that it has read the content of these GTC and agrees with them. These GTC form an integral part of the Contract. Different arrangements in a written Contract take precedence over the wording of these GTC.

II. ORDER AND CONCLUSION OF A CONTRACT

1. Based on the price offer submitted to the Customer by the Contractor and on the basis of a subsequent written order delivered to the Contractor, the Customer orders from the Contractor the delivery of a specific Work, which is specified mainly by type, quality, quantity (i.e. edition), execution, packaging and price. The Customer shall also provide other necessary data in the order, such as scope, dimensions, precise determination of the required material, including weight, thickness, etc., as well as all other information necessary for the execution and dispatch of the Work.

2. In the order, the Customer shall also state the period in which it requests delivery of the ordered Work. Upon consensus between the parties – written confirmation of the order by the Contractor, or, in the case of changes proposed by the Contractor, confirmation of the proposed change by the Customer – the Contractor is obliged to deliver the agreed Work within the term stated in the order and the Customer is obliged to deliver complete and properly prepared production documents within the agreed deadline, otherwise within the deadline specified by the Contractor, to take over the Work and properly and timely pay the agreed price. If, according to the Contract, the Customer is obliged to make an advance payment for the price or part thereof, the period for fulfilling the Contractor’s obligation starts only on the day following receipt of the advance payment.

3. The Customer is obliged, at any time and also additionally, to provide the Contractor without undue delay with all required information and documents relating to the Work which are required by the Contractor in order to fulfil its contractual obligations. In the event of a breach of this obligation, the deadline for completion of the Work is extended by the Customer’s delay and according to the Contractor’s capacity, and the Contractor shall not be liable for delays and/or defects arising in connection with such breach. If the time limit for providing documents and information expires without result, the Contractor has the right to make the Work according to the provided documents, otherwise in the usual execution.

III. PRINTING AND MATERIALS FOR THE WORK

1. The Customer is obliged to deliver complete and properly prepared production documents for the Work in the required form and scope necessary for proper performance by the agreed deadline, otherwise by the deadline specified by the Contractor. The Contractor is obliged to check the delivered production documents and inform the Customer of their correctness or of defects and deficiencies detectable with due professional care. The Contractor shall not be liable for deficiencies and errors made by the Customer in the delivered data or other documents, nor for the reduced quality of the final Work caused by them. Complete and properly prepared production documents are documents in faultless condition after elimination of all defects and deficiencies. If the Customer does not eliminate notified defects and they are corrected by the Contractor, the Customer bears the additional costs, invoiced according to actual costs at EUR 60.00 per hour. The Customer may request the Contractor to correct defects in the production documents at the Customer’s expense where technically possible; such corrected documents are also subject to Customer approval.

2. Should the Customer fail to deliver production documents or deliver them late and the Work cannot continue, the Contractor is entitled, after receipt of proper and complete documents and according to its current capacity, to set a new delivery deadline which becomes binding upon notification to the Customer. In such a case, the Customer is not entitled to withdraw from the Contract or claim damages.

3. In case of a change or postponement of the completion date due to the above or any other reasons on the part of the Customer, the Customer is obliged to pay the Contractor a storage fee of EUR 1.20 for each stored pallet for each calendar day.

4. If the Customer requests approval of a technological step, such as colour printing and surface treatment, post-print processing or finalisation, the Customer is obliged to attend at the time specified by the Contractor and, after inspection, confirm in writing the approval of that part of the product. Work manufactured in accordance with such approved parts cannot later be the subject of a complaint. If the Customer requests changes after inspection, Article IV point 3 applies.

5. The Customer is fully responsible for ensuring that the supplied documents do not suffer from any legal defect and do not infringe copyright or any other rights of third parties, and shall indemnify the Contractor against any lawsuits, claims or damages arising therefrom.

6. The Contractor is entitled to retain the production documents (print data, models and samples, proofs, approved parts of the product, dies and stamps) for one year from their delivery.

IV. DELIVERY AND TAKING OVER OF THE WORK

1. The Contractor is obliged to complete the Work properly and on time. The Contractor is entitled to make and deliver the Work in instalments. The Customer is obliged to provide the necessary cooperation upon delivery. Delivery is fulfilled by delivery to the agreed destination.

2. Proper execution of the Work means performance handed over to the Customer in the usual quality corresponding to the processing technology, material used and quality of the production documents. Reduced quality of production materials may be reflected accordingly in the quality of the Work and is not considered a defect in proper execution. Due to machine production, the quantity actually delivered may differ from the quantity agreed in the Contract. The difference may be up to ±1% of the quantity stated in the Contract without affecting the agreed price; a larger deviation is subject to corresponding price adjustment for the part exceeding ±1%.

3. If the Customer requests cancellation of the Work, postponement of the delivery date, or a change in edition, scope or specification, such changes are subject to the Contractor’s approval, including any related price change. If a change in the supply of materials cannot be agreed with the supplier, or the material is already in the Contractor’s warehouse, the Contractor is entitled to invoice such material immediately. The Contractor is entitled to suspend performance until agreement is reached with the Customer.

4. The Customer is obliged to take over the Work at the agreed destination, confirm the takeover in writing and pay the price in accordance with the agreed payment terms or these GTC. In the event of delay in taking over the Work, the risk of damage passes to the Customer, who is responsible for the damage caused, and the Contractor may store the Work at the Customer’s risk and expense, either in its own warehouse or with a third party. If re-delivery is required for reasons on the Customer’s side, the Contractor may charge storage and transport costs caused by such repeated delivery.

V. TRANSFER OF OWNERSHIP AND RISK OF DAMAGE TO THE WORK

1. The risk of damage to the Work passes from the Contractor to the Customer by physical delivery to the agreed destination, i.e. by handing over the Work to the Customer and signing the delivery note. If transport is provided by the Customer or an external carrier under a written agreement, the risk passes when the Customer is allowed to dispose of the Work or when the Contractor hands the Work to the first carrier.

2. Ownership of the Work passes from the Contractor to the Customer only upon full (100%) payment of the price in accordance with these GTC or the relevant Contract.

3. Until full payment, the Contractor, as owner of the Work, is entitled to enter the premises of the Customer or third parties where the Customer stores the Work belonging to the Contractor. By sending an order or signing a written Contract, the Customer expressly agrees to this right and undertakes to ensure access also to third-party premises. The Customer shall provide proper, timely and complete cooperation. In the event of breach of these obligations, the Contractor is entitled to charge a contractual penalty of 10% of the price of the unpaid Work for each individual breach, payable within 15 days of invoicing.

4. From the moment the Customer is allowed to dispose of the delivered Work until full payment, the Customer is responsible for the Work as a warehouse keeper in accordance with the relevant provisions of the CC.

VI. PRICE FOR WORK AND PAYMENT

1. Unless specifically agreed otherwise, the Contractor shall deliver the Work at the price stated in its price offer; provisions of these GTC on price changes and additional costs apply accordingly. Price offers are valid for 30 calendar days.

2. The price stated in the Contractor’s price offer or agreed with the Customer is exclusive of VAT. The Contractor is entitled to charge VAT according to the legal regulations valid in the Slovak Republic.

3. The method of payment agreed in the Contract is decisive. The Customer is obliged to pay the price by bank transfer to the Contractor’s account, unless specifically agreed otherwise. The price is payable by the date stated on the relevant invoice. Unless specifically agreed otherwise, the due date is thirty (30) days from issuance of the invoice.

4. The price is considered paid when the full amount is credited to the Contractor’s account.

5. If the Customer partially or completely delays payment for a specific delivery, or if the Contractor has reasonable doubts about the Customer’s solvency and the Customer does not provide sufficient security, the Contractor is not obliged to make further deliveries under orders submitted after such delay or doubts arose, and may suspend performance or withdraw from the Contract. If the Customer delays payment of the price or part thereof for more than fourteen (14) days after the due date, the Contractor may withdraw from the Contract or order, including parts not affected by the delay, and shall inform the Customer.

6. If the price is not duly and/or timely paid, the Contractor is entitled, in addition to point 5, to charge default interest of 0.03% of the amount due for each commenced day of delay.

7. If, between the date on which the Customer received the price offer and the date on which complete and properly prepared or Contractor-approved production documents are delivered, the Contractor’s suppliers increase the price of materials, raw materials or services by more than 3%, the Contractor may, after prior notice to the Customer, reflect this increase in the price of the Work.

8. The Contractor is entitled, with regard to the nature of the delivered production documents and after prior notice to the Customer, to adjust the price of the Work in view of changes in performance caused by those documents.

VII. LIABILITY FOR DEFECTS

1. The Contractor is responsible for ensuring that the Work is made in accordance with the agreed conditions, the applicable technical standards for the machine processing of printing products and generally binding legal regulations of the Slovak Republic.

2. The Contractor shall not be liable for natural wear and tear or damage that occurs or appears after the risk of damage to the Work passes to the Customer, in particular due to incorrect, unprofessional or negligent handling or external events not caused by the Contractor.

3. For packaging whose construction is designed or technically modified by the Contractor, the Contractor shall take into account, in the design, the intended purpose, the weight and nature of the packaged product, the required load-bearing capacity, the strength of the packaging and other technical requirements communicated by the Customer or otherwise known to the Contractor at the time of design or manufacture. The Customer is obliged to inform the Contractor in advance of all material circumstances relating to the intended use of the packaging, in particular the weight and nature of the packaged product and the methods of filling, storage, stacking, transport and handling, where these may affect the functionality or mechanical resistance of the packaging. The Contractor shall not be liable for damage, deformation, opening of glued joints, tearing or other loss of functionality caused by filling, storage, stacking, transport, handling or other use that was not communicated or agreed in advance, or that could not reasonably be anticipated in view of the nature and agreed intended purpose of the packaging. Unless specific conditions of use or mechanical parameters of the packaging have been expressly agreed, damage occurring during subsequent handling after filling does not, by itself, establish a defect in the Work.

4. The Customer is obliged to inspect the Work immediately after taking it over and to report evident defects without undue delay, no later than two (2) days from taking over the Work.

5. When exercising rights arising from liability for defects, the Customer is obliged to provide the Contractor with a sample of the defective Work or part thereof, or access to it, and to specify in writing the defects, their extent and manner of occurrence. The choice of remedy belongs to the Contractor, even in the event of a material breach of Contract. The Contractor shall, at its option, repair the defective part or deliver replacement Work within thirty (30) days after receiving the defective part back from the Customer. If such remedy is impossible or associated with disproportionate costs, the Contractor shall provide a reasonable discount on the price of the Work or relevant part and issue a credit note.

6. When resolving a complaint by substitute performance, the Customer is obliged to return the claimed goods or, with the Contractor’s consent, demonstrably render them unusable.

VIII. FORCE MAJEURE

1. The Contractor’s obligation to deliver the Work properly and on time expires if the accepted order cannot be performed due to force majeure.

2. Force majeure means exceptional circumstances and obstacles preventing the Contractor temporarily or permanently from fulfilling obligations arising from the concluded Contract or accepted orders, provided they occur after conclusion/acceptance, are independent of the Contractor and could not be averted with reasonable effort. In such circumstances the Contractor may extend the delivery period accordingly or withdraw from the Contract or accepted order and shall not be liable for damage caused. Force majeure includes, without limitation, fire, flood, earthquake, traffic restrictions, weather conditions, strikes, pandemic measures and similar events.

IX. GOVERNING LAW AND SETTLEMENT OF DISPUTES

1. Legal relations between the parties are governed by the law of the Slovak Republic, especially the CC. For the avoidance of doubt, in the case of cross-border deliveries of Works, the parties exclude the application of the Convention on Contracts for the International Sale of Goods (CISG) as well as conflict-of-law rules. The general courts of the Slovak Republic are competent to hear all disputes arising from or in connection with the Contract or accepted order between the Contractor and the Customer.