General Terms and Conditions for foreign trade

1. Preamble
1.1. Workswell s.r.o. (hereinafter the „Supplier“) is a technological, development and sales company
operating on the Czech and the Slovak markets with the registered office in Prague, Czech republic.
Key objectives of the company are the development of new trends in non-contact
temperature measurement using thermal cameras and industrial pyrometers, supplying
industrial fields including the building industry, food industry, chemical industry, security
technologies along with integration into industrial processes as an element of input-output
control.

1.2. The Company is distributor and developer of the thermal-systems, thermal cameras, pyrometers
and other sytems (hereinafter the “Goods”). For these Goods Company provides servicing support
(hereinafter “Services”).

1.3. By concluding a purchase agreement for Goods or the Services, Supplier and the Buyer
(hereinafter also called the “Contracting Parties”) confirm their consent to the present General
Terms and Conditions (hereinafter the “Terms & Conditions”) which regulate legal relations between
Supplier and the Buyer during the supply of the Goods and Services under the purchase agreement
or the contract for work (hereinafter the “Contract”). Unless stipulated otherwise by the Contract,
the present Terms and Conditions shall govern the legal relation that has been established between a
buyer/party ordering the Goods or Services (hereinafter the “Purchaser”) and Supplier as the
seller/producer of the Goods or provider of the Services regardless of the particular type of contract
that has been concluded between them. Specification of the Goods or Services is defined by the
Contract either in the form of a bilateral written agreement between the Buyer and Supplier which is
specifically designated as the Contract, or in the form of a written order and its written confirmation
as identical expressions of will concerning the content of the Contract.

2. Contractual Documents
2.1. The document regulating the obligations between Supplier and the Buyer concerning the supply
of the Goods or Services, i.e. individual terms and conditions agreed between Supplier and the Buyer
is the Contract concluded between the Supplier and the Buyer These Terms & Conditions form an
inseparable part of the Contract concluded between Supplier and the Buyer , and the Contracting
Parties may modify or exclude individual provisions of the Terms & Conditions by an express
arrangement in the Contract. A specification of individual items of deliveries of the Goods, Works or
Services may also be implemented through Buyer’s orders confirmed by Company. A confirmed
order shall be considered as a Contract.

3. Order and purchase (agreement)

3.1. Presentation of the Goods is provided by the Supplier on website or in other form of
advertisement.

3.2. The Supplier processes the Offer based on the request of the Buyer. Request can be made in
written form or by the communication tools as email or telephone. The offer contains Goods or

Bank account: 1073471/2060 Telephone numbers E-mail and web VAT number Headquarters
SWIFT: CITFCZPPXXX +420 725 877 063 [email protected] Reg. no.: 29048575 Libocká 653/51b
IBAN: CZ6620600000000001073471 +420 725 955 464 www.workswell.eu VAT no.: CZ29048575 161 00 PRAHA 6
Services details and specifications, quantity, price, form of payment, place and time of fulfillment. It
also contains Supplier's and Buyer's identification details. Acceptance of the offer the Buyer confirms
by the binding order. The order must contain same information as Offer. Goods and Services
specifications and details, quantity, price, form of payment, place and time of fulfillment. 3.3. In
special case can be agreement required in written form.

3.4. The Purchase Agreement is created by the acceptance of the Purchase Order, i.e.:
 by the delivery of the written (or telephonic) confirmation to the Purchaser; or
 by handing over the Goods to the Purchaser in the OEZ warehouse; or
 by handing over the Goods for transport to the Purchaser if agreed so between the
Contracting Parties.

3.5. After agreement conclusion is the Buyer obliged to pay the agreed price and accept the Goods
and the Supplier is obliged to send the Goods and transfer the property rights.

4. Price

4.1 The Price shown on the Supplier's website is approximate. It can be changed due to taxes, legal
changes, exchange rate and other reasons. Price does not include transport charges, insurance and
export and/or import charges or duties including without limitation sales tax, value added tax and
other.

4.2. The price is individually calculated based on Buyer's order. Price includes price of Goods, Services
and other fulfillment.

4.3. Workswell may change price at any time. Price change shall apply to all Orders accepted after
the effective date of a price change. Buyer is informed about the price change in advance.

5. Payment

5.1. The Buyer is obliged to pay purchase price properly on time in accordance with the agreement. If
the due date of the invoice is not set expressly, the invoice must be payed within 14 days from
delivery of the invoice.

5.2. The Supplier is entitled to demand part of purchase price after conclusion of the purchase
contract, before delivery of the Goods (payment in advance). The amount of advanced payment is
settled in Supplier's offer and it can reach up to 100% of the purchase price. This amount must be
payed based on Supplier's proforma invoice, which is delivered immediately after conclusion of the
agreement. Due date of this proforma invoice is 7 days after delivery of the invoice. After proper
payment is Supplier obliged to proceed to item of the purchase. If the payment in advance is not
realized, the Supplier is entitled to withdraw from the contract.

5.3. The Buyer is obliged to pay the remaining part of the price after delivery of the purchase item.
The contractual parties may arrange that the remaining part of the price can be payed in
installments.

5.4. The purchase price is payed based on Supplier's invoice. The invoice must contain requirements
of the accounting document.

Bank account: 1073471/2060 Telephone numbers E-mail and web VAT number Headquarters
SWIFT: CITFCZPPXXX +420 725 877 063 [email protected] Reg. no.: 29048575 Libocká 653/51b
IBAN: CZ6620600000000001073471 +420 725 955 464 www.workswell.eu VAT no.: CZ29048575 161 00 PRAHA 6
5.5. In case of Buyer's delay has the Supplier right to demand interest on arrears for each day of the
delay.

5.6. The Supplier transfers the property right after proper payment of the purchase price.

6. Delivery

6.1. The Supplier delivers object of the purchase at named place chosen by the Buyer. Delivery by
carrier is payed by Buyer.

6.2. The Supplier fulfills his obligation to pass the object of the purchase by the moment, when
heallows disposition with the object. In case of delivery by the carrier is the obligation fulfilled by
passing objet to the carrier. The property right is transferred after full payment of the purchase price.
The Supplier is obliged to pass the documents related to the object of the purchase.

6.3. The Buyer is obliged to provide cooperation to proper delivery of the subject of purchase. If the
required cooperation is not provided by the Buyer it is considered as a delay in acceptance of the
Goods. The Supplier delivers Goods at alternative place or in alternative time. In the case of Buyer's
delay has Supplier right to demand contractual penalty, which is 0,05% of the purchase price for
every day of delay. The contractual penalty does not release the Buyers obligation to pay the whole
purchase price properly and does not exclude the Suppliers claim for damages arising from breaching
the contract.

6.4. All standard shipments of the the object of the purchase are made by TNT worldwide and do not
include the insurance. Standard shipment can be insured on request (recommended). The fee is 1%
calculated from the invoice amount. If the shipment is not insured at the Buyer's request, the risk of
losing the shipment is on the Buyer's side. Supplier will inform Buyer about actual shippment prices.

6.5. On a request, the goods can be also shipped under partner’s courier number.

6.6. Acceptance of the Goods must be confirmed on the transmitting protocol. The Buyer is obliged
to check the condition of the item of the purchase immediately after acceptance. Damages or other
defects, (not caused by the delivery) of the item of purchase must be reported to the Supplier
immediately.

6.7. The Buyer is obliged to withdraw the shipted Goods at a pre-arranged address. In the case that
the Buyer does not withdraw the Goods within the specified time, the bills associated with the
further handling of the Goods are debited to the Buyer.

6.8. Acceptance shall constitute acknowledgment of full performance by Supplier of all obligations
under the contract except as stated in Section 8 (Limitation of Warranties).

6.9. The Supplier reserves the right to make delivery of Products by installments and to tender a
separate invoice in respect of each installment. When delivery is to be by installment or the Supplier
exercises its right to deliver by installments or if there is delay in the delivery of any one or more
installments for whatever reason the Buyer shall not be entitled to treat the Contract as a whole as
repudiated.

Bank account: 1073471/2060 Telephone numbers E-mail and web VAT number Headquarters
SWIFT: CITFCZPPXXX +420 725 877 063 [email protected] Reg. no.: 29048575 Libocká 653/51b
IBAN: CZ6620600000000001073471 +420 725 955 464 www.workswell.eu VAT no.: CZ29048575 161 00 PRAHA 6
7. Withdrawal from the contract

7.1 The Buyer is authorized to withdraw from the contract by paying withdrawal fee and according to
following conditions. The Buyer can cancel commitment before delivery of the object of the
purchase. The commitment can be canceled only as whole The commitment is canceled by paying of
90% of the purchase price and withdrawal must be realized in written form.

7.2. The Supplier is authorized to withdraw from the contract in case of breaching the contract and
the purchase price is not payed properly and on time. The withdrawal must be realized in written
form and it's effective by delivery.

7.3. Between contractual parties is concluded contractual penalty in case of breaching of contract or
not paying the purchase price properly and on time. The contractual penalty is 0,5% of the purchase
price for each day of delay. he contractual penalty does not release the Buyers obligation to pay the
whole purchase price properly and does not exclude the Suppliers claim for damages arising from
breaching the contract The contractual penalty must be payed within 10 days from delivery of the
payment notice. If the delay of the Buyer exceeds 30 days the Supplier is authorized to withdraw
from the contract. If the Supplier withdraws from the contract, in case of Buyer's delay, he is
authorized to demand contractual penalty which is 90% of the purchase price. If the Buyer payed
advanced payment, this payment is considered as a payed part of contractual penalty. The Buyer is
obliged to pay the contractual penalty within 5 days from delivery of the written withdrawal from the
contract.

8. Warranty

8.1. The Supplier is responsible for the defects or damages in the object of the purchase, which
existed at the time of transfer of the Buyer's risk. For defects that arise later is the Supplier
responsible only in case of breaching obligations. The Supplier is not responsible for damages that
are caused by using material that provided the Buyer or insisted on using it.

8.2. The Supplier warrants that the object of the purchase will have the usual features for the certain
period of time (guarantee period) and will be eligible to use. The guarantee period for Goods is 12
months, for the other fulfillment is the guarantee period 6 months. The guarantee period starts from
the day of reception of the goods or services marked on transmitting protocol.

8.3. From the warranty are excluded damages, occurred in guarantee period, caused by external
events, third party or force majeure. Especially are excluded defects caused: a) improper, inadequate
action, handling or storage. Installation, operation or use contrary manuals, instructions and rules. b)
mechanical damage and ware c) ware caused by use or service life d) modifications and repairs made
by the Buyer or third person e) natural elements or force majeure

8.4. The duration of the guarantee period is proved by acquiring document (invoice etc.) and by
transmitting protocol with date of reception. In case of not proving the duration of the guarantee
period the Supplier is not responsible for damages.

8.5. The Buyer is obliged to handle and dispose with the goods with required care. The Buyer is
obliged to announce the damages without undue delay. The Buyer is obliged to announce the hidden
defect without delay, immediately when he found it out, but no later that 12 months from reception
of Goods and no later that 6 months from reception of the services and other fulfillment. The Buyer

Bank account: 1073471/2060 Telephone numbers E-mail and web VAT number Headquarters
SWIFT: CITFCZPPXXX +420 725 877 063 [email protected] Reg. no.: 29048575 Libocká 653/51b
IBAN: CZ6620600000000001073471 +420 725 955 464 www.workswell.eu VAT no.: CZ29048575 161 00 PRAHA 6
notifies the damages in written form. In the event that the Buyers delivers a faulty item to the
Suppliers office or is obliged to protect it and to prevent damages. The delivery must be marked as
"claims/reclamation" and must contain at least the claimed object of purchase (including
accessories), a copy of the purchase receipt or invoice, transmitting protocol, a detailed description
of the defect and the time of discovery and the contact details of the Buyer.

8.6. The Supplier will verify the legitimacy of the claim without undue delay, but no later than 5 days
from reception of the claim. If the Supplier accepts the claim, he is obliged to remove defects without
undue delay, if possible within 30 days.

8.7. If not agreed otherwise, the Supplier removes the defect by repairing the object of the purchase
or by the delivering missing parts. The Supplier can also remove the defects by delivering new
product. If this kind of removing is not possible, the Supplier offers discount.

8.8. If the Supplier doesn't accept the claim (it is not legal liability or warranty), he is authorized to
charge the costs for the verification of the claim. The Buyer is obliged to pay the costs by the due
date in invoice delivered by the Buyer. The Supplier also advise to the Buyer the method, price and
timing of the removal of the defect and can offer the removal for the financial compensation.

9. Servis

9.1. An RMA number is required for Supplier to process returned Goods, whether the Goods is under
warranty or out of warranty. Buyer have to use RMA form. Shiping Goods on repair without RMA
form; will increase returning time. Dát RMA formulář online? Byť na adresu, která bude ve vzduchu
(nebude na ní prolink)?

9.2. International Goods returns must be coordinated in advance of shipment in order to adhere to
import requirements. Buyer can obtaion more information from responsible sales manager or can
ask on [email protected].

9.3. For service request, and technical support Buyer have to use special purposed e-mail
[email protected]. Comunication on that email is based on ticket system and a number will be
assigned to all request. Buyer have to use that number to futher comunication related to the
request.

9.4. If the Goods were not purchased by the Buyer directly from company Workswell but through
one of the Workswell's business partners, the Buyer is required to request service from that
Workswell's business partner, not directly to Workswell.

10. Export and use restriction

10.1. Unless it is explicitly mentioned, Goods are determined for commercial end use only.

10.2. Goods may not be used in the design, development, production, or use of nuclear,
chemical or biological weapons or missiles and not be sold transferred or exported to
Belarus, Burma (Myanmar), Ivory Coast (Côte d’Ivoire), Libya, Zimbabwe, Cuba, Iran, North
Korea, Sudan, Russia and Syria.

Bank account: 1073471/2060 Telephone numbers E-mail and web VAT number Headquarters
SWIFT: CITFCZPPXXX +420 725 877 063 [email protected] Reg. no.: 29048575 Libocká 653/51b
IBAN: CZ6620600000000001073471 +420 725 955 464 www.workswell.eu VAT no.: CZ29048575 161 00 PRAHA 6