General Terms and Conditions of Purchase Goods and Services

Definitions The terms and abbreviations given below shall have the following meanings:

Parties shall mean the Buyer/Customer/Contractor and the Seller/Supplier/Provider collectively hereinafter referred to as "the Contracting Parties", respectively also individually as "a Contracting Party".

Buyer/Customer/Contractor shall mean the company ECO-BAGS, s.r.o., with its registered seat ul. MichalaŠimonoviča 481/16, 907 01 Myjava, Slovakia, registered in the Commercial Register maintained by the District Court inTrenčín, SectionSro, InsertNo.: 28509/R, Identification No.: 366 405 81.

Seller/Supplier/Provider is a natural entrepreneur person or legal person specified in the Order selling the goods to the Buyer, respectively providing the Services or other Deliveries specified in the Order to the Buyer/Customer/Contractor.

Order shall mean a purchase order generated in the information system of the Buyer/Customer/Contractor through which the Buyer/Customer/Contractor orders a Delivery specified in the Order.

Delivery shall mean any delivery of goods and/or services specified in the Order.

I. GeneralProvisions

UnlessagreedotherwisebytheParties,theGeneralTermsandConditionsofPurchaseofGoods/Services(hereinafterreferredtoas the "GTC") represent the basic arrangements of the Contracting Parties that apply to the adjustment of the rights and obligations of the contractual legal relations arising from the Order of the Customer. The GTC are binding for the Contracting Parties. Any other arrangements or any conditions differing from the GTC, in particular the Terms and Conditions of theSupplier,shallnotapplytotherelationsbetweenthe Parties,unlessexpresslyagreedotherwisebetweentheContractingPartiesby writing or via email.

II. Order

These GTC are an integral part of each Order. The Customer shall be entitled to cancel the placed Order in writing or by email at any time prior to its acceptance by the other Party in writing or by email. The Supplier is obliged to inform within 3 days, that it is not able to accept the Order, otherwise the Order is deemed to have been confirmed. In case the Supplier wishes to cancel itsOrder, itshall do so within the applicable time limit and, at the latest, prior to the Order confirmation made by the Customer, otherwise this Order shall remain valid.

III. Time and Place ofDelivery

Unless stated otherwise, the time and place of the Delivery specified in the Order shall be binding for the Parties. The Supplier is obligedtoinformtheSupplierwithoutdelayofanyfactsthatmayresultintheDeliverynotbeingdelivereddulyandinatimelymanner. In case the Supplier is delayed in delivering the goods/providing the services for more than 10 days, the Customer shall be entitled to withdraw from the contract. This shall not affect the entitlement to the contractual penalty settlement. Unless agreed otherwise by the Parties,theINCOTERMS2020"DAP"GeneralRulesshallapplytothedeliveryofgoods.TheDeliveryshallbereceivedandconfirmed by an authorized person. The Contracting Parties shall specify the authorized person(s) in theOrder.

IV. Transition of risk of damage togoods

Proprietary rights and the risk of damage to goods are transferred to the Customer at the moment of receipt of the Delivery. The transferofriskofdamagetogoodsisgovernedbytherespectivegeneraltermsandconditionsinaccordancewithINCOTERMS2020.

V. Liability forDamage

While providing the Delivery specified in the Order, The Supplier is obliged to proceed with the highest level of professional care and they are obliged to always respect and act in accordance with the Customer's interests. The Supplier shall be liable for any damage occurring during Order Delivery. The Supplier shall promptly inform the Customer of any damage that occurs during Order Delivery. The Customer is entitled to set-off the claims against the Supplier arising from the claim for compensation as well as contractual penalty.

VI. Purchase price, packaging

The Supplier is obliged to pack the goods in such a way as to ensure their full protection against damage or destruction during transport or in the course of handling them, and if the nature of the goods requires it, the Supplier is obliged to supply the Customer with instructions for operating the goods in Slovak language.

VII. Payment terms,invoicing

Unless otherwise agreed by the Parties, the invoice issued by the Supplier shall be the basis for payment of the purchase price. The SupplierisentitledtoissueaninvoiceforDeliveryonlyaftertherespectiveDeliveryspecifiedintheOrderiscompletelyand duly supplied. The Customer pays due invoices on the 5th and 20th business day of the calendar month (the "Payment Day"). In case the last day of the invoice due date under this point of GTC falls on the day other than a Payment Day, the maturity of the respective invoice shall be prolonged to the next payment date, while the Customer shall not be late in paying the invoice, and the Seller gives their consent herewith. An invoice is deemed to have been paid in time if the invoiced amount has been debited from the Customer’s account in favouroftheSupplieronthelastduedate,evenifthefundsarecreditedtotheSupplierlater.TheSupplier'sinvoicemustcomplywith allthedetailsofataxdocument,otherwisetheCustomershallbeentitledtoreturntherespectiveinvoicetotheSupplier;thematurity period in such a case shall begin only after receipt of the corrected invoice in accordance with the terms and conditions set out in this point.

VIII. Grounds for excludingliability

The Contracting Parties shall not be held mutually responsible for any breach of their obligations caused by the circumstances excluding liability, provided that the Contracting Party claiming the application of a circumstance excluding liability notifies the other Contracting Party of the existence of such a circumstance in writing or via email not later than 10 days after becoming aware of that event. Circumstances excluding liability include fire, disaster, flood, earthquake, war, embargo, strike, lockout, and any other circumstances whose creation could not be anticipated by the other Party and whose consequence is that the other Party could not fulfil the Order.

IX. Defect Liability, Guarantee

TheSuppliershallbeliableforthedefectstheDelivery(Goods/Service)shallhaveatthemomentoftheriskofdamagetogoodsbeing transferredtotheCustomer,evenifthedefectbecomesvisibleonlyafterthattime.TheSupplierisliableforanydefectthatshalloccur during the period of 3 (three) years after the risk of damage has been transferred, regardless of whether the defect has been caused by a breach of obligation or not. This shall not affect the Customer's right to compensation for damages incurred as a result of the Deliverydefect.

In case the Supplier provides a defective Delivery or is delayed with the goods/services delivery, the Customer may claim any of the following choices:

(i)      a removal of defects by supplying replacement goods or non-defective service, delivery of missing goods, performance of what has not been done or a removal of legaldefects,
(ii)    a removal of the defects by repairing the goods, if the defects arerepairable,
(iii)   an appropriate discount on the purchaseprice / on the remuneration for the service,
(iv)  or a withdrawal from the Order.

The choice of the above stated claims lies with the Customer. In addition to the above claims, the Customer shall be entitled to compensation as well as a contractual penalty.

X. Contractualpenalties

In the event of the Supplier’s failure to fulfil obligations, the Parties have agreed on the following contractual penalties:

(i)      1% of the price of the unsupplied products or services per day, for each started day of the delay in case the Supplier is delayed with the fulfilment of goods/service delivery up to 30 days following the agreed Deliverydate;
(ii)     0,5% of the price of the unsupplied products or services per day, for each started day of the delay in case the Supplier is delayed with the fulfilment of goods/service delivery over 30 days following the agreed Deliverydate,
(iii)    A penalty of EUR 5,000 in the event of a breach of confidentiality by the Supplier per eachinfringement.

The payment of the contractual penalty shall not invalidate the claim for compensation. The Contracting Party concerned shall be entitled to claim compensation exceeding the contractual penalty. The Contracting Party which has breached the obligation shall pay thecontractualpenaltywithin15daysofreceiptoftheeligibleContractingParty’swrittenrequesttopaythepenalty.

XI. Copyrights and Intellectual PropertyRights

The Supplier undertakes that the provided Delivery shall not infringe or interfere with the Copyrights / Intellectual Property Rights of third parties or otherwise harm them.In the event that the nature of the Delivery requires it, the Supplier is obliged to provide the Customer with a license for the Delivery to the widest possible extent, while the fee for the license is already included in the purchase price /remuneration for the service.

XII. Supplier’s declaration (on supply chainsecurity)

TheSupplierisobligedtoensurethatthegoodssupplied bytheircompanyareproduced,stored,processed,packagedandloadedin securefacilitiesorpremisesandthattheyareprotectedagainstunauthorizedmanipulationandaccessbyunauthorizedpersonsduring production,storage,processingorfitting,loadingandtransport.TheSupplierisalsoobligedtoensurethattheworkersresponsiblefor theproduction,storage,processing,packaging,loading,transportandtakingoverthegoodsarereliable.Thebusinesspartnersacting on behalf of the Supplier shall be instructed by the Supplier on the need to ensure the supply chain security in accordance with the aboverequirements.

XII. Confidentialinformation

The Parties are obliged to maintain confidentiality in the matters of commercial, manufacturing and technical facts which have come to their knowledge in fulfilling the obligations arising from the Order against any third parties. All obligations of the Parties regarding the protection of confidential information and personal data shall be valid irrespective of the duration of the Order.

XIII. Applicable Law, Transfer of Rights andObligations

All rights and obligations resulting from the contractual relationship of the Contracting Parties, or in relation to them, or their violation, termination or invalidity of these GTC are governed by the relevant provisions of the legislation of the Slovak Republic, in particular the provisions of the Commercial Code and its other generally binding legal regulations, regardless the respective rules of conflict of laws. ThePartieshaveagreedthatanydisputearisingfromthecontentoftheir obligationsincurredinconnectionwithOrderDeliveryshallberesolvedwithprioritybymutualagreement.Incasesuchanagreement is not possible, the dispute shall be resolved with definite effect by the Arbitration Court of the Slovak Chamber of Commerce and IndustryinBratislava.ThelanguageofthearbitrationshallbeSlovak, in case the Supplier is foreign and other than a Czech entity, the language of the arbitration will be English. TheContractingPartiesdeclarethatitsdecisionshallbebindinguponeach Contracting Party and they shall be subject to it. The transfer of rights and obligations arising from the Order and/or these GTC to a third party is possible only upon the written consent of theCustomer.

The General Terms and Conditions enter into force on 01.06.2023

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