General Terms and Conditions of Offer and Delivery
AKSA Transport Systems s.r.o.

Quotations
Offers that do not include a deadline for acceptance shall be binding for a period of 30 days from the date of dispatch at AKSA.

Conclusion of contract
The contract shall be deemed to have been concluded when we have confirmed its acceptance in writing after receipt of an order. General conditions of the Ordering Party shall only be valid insofar as they have been accepted by AKSA in writing. All agreements and legally relevant declarations on both sides shall only be valid if they have been confirmed in writing.

Scope and execution of the delivery
Our order confirmation shall be authoritative for the scope and execution of the delivery. Material or services are listed exhaustively.

Technical documents
Brochures and catalogues are not binding unless otherwise agreed. Details in plans, drawings and technical documents as well as data in software are binding if they form an integral part of the contract. We reserve the right to make changes in the design which do not impair the use. The documents are our intellectual property and may neither be copied nor brought to the attention of third parties.

Regulations at the place of use
The client shall draw our attention to the legal, official and other regulations relating to the execution of the deliveries, the operation of the deliveries or to the prevention of illness and accidents which must be observed in the performance of the contract at the place of destination.
Reservations by AKSA in relation to orders, instructions or measures of the Purchaser or in relation to actual circumstances may be made verbally or in writing and shall be deemed to be a warning that releases AKSA from any liability.

• in the case of foreign goods, the exchange rate at the time of the order deviates by more than +/- 1%, or
• sliding prices have been agreed, or
• a delivery deadline has subsequently been extended in accordance with clause 9, or
• the nature or scope of the agreed delivery or services has undergone a change, or
• the designs undergo changes because the documents provided to us by the orderer have not corresponded to the actual circumstances or were incomplete, or
• laws, regulations or generally recognised principles of interpretation undergo a change after the offer has been submitted.

Terms of payment
Payments shall be made by the Purchaser in Ústí nad Orlicí, in accordance with the terms contained in the order confirmation. The payment obligation shall be fulfilled when the amount in Euros has been placed at our free disposal in the Czech Republic. If the Purchaser fails to comply with the agreed payment dates, he shall pay interest on arrears from the due date at the rate of Euribor 3M plus 5 percent. In the event of default in payment, the customer shall be entitled - after prior notification - to withdraw from the contract and to claim compensation for any damage resulting from the default.
The payment dates shall also be observed if transport, delivery, assembly, commissioning or acceptance of the delivery is delayed or made impossible for reasons for which we are not responsible. It is inadmissible to reduce or withhold payments due to complaints, claims or counterclaims of the customer not recognised by us. Payments shall also be made if insignificant parts are missing but this does not make the use of the delivery impossible, or if reworking of the delivery proves necessary.

Retention of title
The material delivered by us remains our property until full payment has been made.
The orderer shall be obliged to cooperate in measures required to protect our property.
The orderer shall undertake to have a valid establishment of AKSA's retention of title entered in a public register at his own expense. The transfer of risk shall be governed by Incoterm 2010®.

1. if the customer subsequently requests changes which substantially affect the delivery.
2. due to unforeseen obstacles which we cannot avert, such as epidemics, mobilisation, war, riots, strikes, lockouts, labour disputes, significant operational disruptions, accidents or delayed or defective deliveries, transport obstacles, natural events.
3. if the customer is in arrears with the work to be carried out by him or is in default with the fulfilment of his contractual obligations.

Inspection and acceptance of the delivery
The customer shall inspect the delivery within a reasonable period of time and notify us immediately in writing of any defects for which we are contractually obligated. Otherwise, the delivery shall be deemed to have been accepted. Special acceptance tests shall be agreed upon when the contract is concluded and shall be at the expense of the buyer.
If the delivery proves not to be in conformity with the contract during one of the aforementioned tests, the purchaser shall immediately give us the opportunity to remedy the defects.
Further rights of the purchaser due to defective delivery, in particular to compensation for damages and withdrawal from the contract, are excluded.

Takeover and transport risk
Unless otherwise agreed in writing, the customer shall take over the goods in Würenlos or, in the case of direct delivery from foreign suppliers, from the Swiss border. Transport from this place of acceptance or fulfilment shall in all cases, even in the case of carriage paid delivery, be exclusively at the risk of the ordering party. The customer shall insure the transport risks himself.

Warranty
The warranty conditions are available at www.e-coolpac.com/warranty with the password mentioned in the offer.

Limitation of liability
AKSA shall be liable exclusively if culpable action (negligence, gross negligence) is proven. AKSA's cumulative liability arising out of or in connection with the contract or its improper performance shall be limited in total to 100% of the price paid by the Buyer. Claims of the Ordering Party (or third parties) for compensation for damage that has not occurred to the deliveries themselves, such as e.g. loss of production, loss of use, loss of orders, loss of profit, claims of third parties or for compensation for indirect and consequential damage are excluded.

Place of jurisdiction and applicable law
The Company wishes to submit to Swiss law and to the jurisdiction of the courts of Zurich, Switzerland. However, we also have the right to take legal action against the customer at his place of business. The legal relationship shall be governed exclusively by Czech law. The application of the Convention on the International Sale of Goods is excluded.