Terms & Privacy

GENERAL TERMS AND CONDITIONS FOR HOT AIR BALLOONS AND OTHER RELATED PRODUCTS

I. General Provisions

1. These Terms and Conditions ("TC") are always an integral part of the Purchase Agreement; any conflicting provisions

of the Purchase Agreement shall have precedence over them.

2. Legal acts, especially purchase agreements, their changes and amendments, require written form, or a form implied by

the following rules. If they are made by fax or e-mail without an attached qualified certificate, a scanned original signed

document of the relevant legal act must be attached to them and the receipt of the e-mail or fax message must be

confirmed by the recipient vvithin 3 days, e.g. by e-mail or fax; in the event of changes or amendments to agreement that

do not relate to the aircraft unit or when the change in the total purchase prices does not exceed 2 000 EUR without VAT

or its equivalent in a different currency, the above scanned attachment is not necessary. Any change in the graphic design

(visual) of the balloon always requires the above scanned attachment.

3. These TC along with the Purchase Agreement constitute the entire agreement between the Seller and Buyer vvith

respect to the subject matter hereof, and supersedes all previous agreements by and between Seller and Buyer as well all

proposals, oral or written, and all negotiations, conversations or discussions heretofore had between the parties related to

the Purchase Agreement.

4. If the Buyer fails to fulfil any of its obligations set out in the Purchase Agreement or these Terms and Conditions, the

Seller may insist on their fulfilment or withdraw from the Agreement for legal or agreed grounds and sell the goods to

another buyer. In both cases, the Seller is entitled to compensation for damage incurred by it due to the Buyer's failure to

perform.

5. In the event that the entire purchase price or possibly the full price of transport and any additional agreed price is not

paid within three (3) months after maturity (due date), the effects of the Purchase Agreement shall become void and the

Parties are required to return the provided performance to each other.

6. The Seller is required to deliver the goods in the design and with the accessories usual for the purpose, for which they

are usually used, unless special conditions are agreed in the Purchase Agreement. Any specific parameters of the subjectmatter

of the Agreement for a specific purpose, e.g. attempts to break a record, prototypes, and similar conditions, must

be agreed in the Purchase Agreement.

7. If the Buyer requires graphic work from the Seller, which is to be carried out on the surface of the goods, the Seller shall

produce a visual graphic design (i.e. design, dravving, model, graphical representation, etc.) which vvill form an integral

annex to the Purchase Agreement and which will clearly specify the graphic work. In that case, the Buyer shall be

responsible towards the Seller for ensuring that it has the required rights to the provided documents relating to the visual

arising from the relevant legislation, it is entitled to use them and that their use in the production of the goods or their use

by the Seller and the Buyer does not infringe upon the rights of third parties. In the event that the opposite proves to be

true and the Seller incurs damage for this reason, the Buyer shall compensate the Seller for such damage. The Seller

reserves the right to make minor changes to the shade of the graphics and the shade of the fabric used for the balloon

compared to the visual. The light passing through or shining on the balloon may change the perception of the color of the

fabric or graphics due to natural and temporary visual illusion. Customers, who wish to reduce this effect, must closely

specify the applied graphics in this regard and request individual arrangements in the Agreement.

II. Price of Goods

1. Wherever there are any provisions concerning the purchase price in the TCs, they refer to the purchase price including

VAT at the statutory rate, unless specifically stated otherwise.

2. Unless otherwise agreed in the Purchase Agreement, it applies that the purchase price does not include the cost of

packaging, the cost of loading on the means of transport, the cost of transportation and insurance.

3. The Seller is not entitled to subsequently adjust the purchase price with regard to the manufacturing price, unless the

Purchase Agreement specifies otherwise.

4. In the event of changes in the statutory rate of VAT relating to the subject-matter of performance, its amount shall be

adjusted according to legislation applicable at the time of taxable supply.

Ill. Terms of Payment

1. The payment shall be deemed to have been made upon its crediting to the Seller's account or upon receipt of the

payment in cash.

2. If the Buyer is in default in the fulfilment of a monetary obligation, the Seller shall be entitled to claim contractual

interest on late payment of 0.05% of the outstanding amount per day vvithout being obliged to send a reminder.

3. In case of default of the Buyer in the payment of the deposit on the purchase price exceeding 20 days, the Seller shall

be entitled to claim damages from the Buyer, especially the reimbursement of costs incurred by the Seller in connection

with the conclusion of the Purchase Agreement. In addition to compensation for damages, the Seller is entitled to a

contractual penalty of 0.3% of the purchase price for each day of delay in payment of the deposit on the purchase price.

4. In case of the Buyer's default in the payment of the rest of the purchase price exceeding 20 days, the Seller shall be

entitled to withdraw from the Purchase Agreement vvith the following consequences:

- The Buyer is obliged to return the provided performance (goods) within 15 days of the notification of withdrawal from the

Agreement. A breach of this obligation shall also give rise to a contractual penalty of half the total purchase price of the

goods agreed in the Purchase Agreement while the Buyer's obligation to fully compensate for the damage shall not be

thereby affected. The Seller is also entitled to take all measures to ensure that the Buyer cannot continue to use the

goods.

- The Seller is required to return within 15 days of returning the goods to the Buyer the received performance minus the

amount of damages incurred by the Seller due to the breach of contract by the Buyer (especially due to wear

and tear, the impossibility to re-use parts of the goods, for example, due to the attachment of the Buyer's logo, etc.) and

the costs associated with the withdrawal from the Agreement.

IV. Delivery of the Goods

1. The Seller shall deliver the goods to the Buyer by the delivery date agreed in the Purchase Agreement.

2. The delivery date shall be extended in the following cases:

- Poor weather conditions during the test flight operation of the Seller. Conditions unsuitable for tethered balloon

operations are defined by the flight manual. For this reason, the delivery date shall be extended by the number of days,

when such conditions made the flight test impossible, however, not by more than 7 days.

- The Buyer's default in payment of the deposit on the purchase price; the delivery date shall be extended by the period of

the Buyer's default.

- The Buyer's default in the payment of part of the purchase price or parts of the cost of transportation agreed

subsequently, if payment upon receipt of the goods was agreed; the delivery date shall be extended by the period of the

Buyer's default.

- Fulfilment of objective obstacles laid down in Article VI; the delivery time is extended by the period, during which the

objective obstacle in fulfilling the Seller's obligation persisted, including the time necessary to restore normal operations of

the Seller.

3. The goods shall be delivered to the Buyer EXW (ex works; INCOTERMS 2010).

4. The place of delivery is the manufacturing plant of the Seller, Jarnf 2a, 614 00, Brno.

5. Delivery of goods means allowing the Buyer to handle the goods at the place of delivery.

6. From the acceptance of the goods by the Buyer, or from the transfer of the ownership right to the goods onto it, if it

occurred ear1ier, the risk of damage or loss of the goods shall pass onto the Buyer.

7. The Buyer shall accept the goods vvithin 10 days of notice by the Seller that the production of the goods has been

completed. If the Buyer fails to comply with its obligation, the 1oth day of the time period shall be considered the date of

acceptance of the goods, the goods shall be considered delivered and accepted, the Buyer shall be liable towards the

Seller for damages caused by potential loss or damage to the goods and the Seller shall be entitled to charge the Buyer a

storage fee of EUR 6.00 for each commenced day of storage. The Seller is also entitled to deliver the goods at the

expense and responsibility of the Buyer to the address of its registered office specified in the Purchase Agreement. If the

Buyer fails to ensure acceptance of the goods at this address, it shall pay to the Seller a storage fee of EUR 6.00 per each

commenced day of storage and expenses incurred by the Seller due to the futile attempted delivery. The Seller also has

the right of self-help sale of the goods under Sections 2126 - 2127 of the Civil Code. The provisions of Section 2119 of the

Civil Code shall not apply.

8. The loading and transportation of the goods shall be secured by the Buyer itself, on its own account and risk. If the

goods are sent by the Seller, the goods shall be sent on the account and risk of the Buyer.

9. If the entire purchase price is paid in full, the Seller shall provide accompanying documentation enabling its

commissioning to the Buyer together with the goods.

V. Acquisition of Property Rights

1. The goods shall remain property of the Seller until all obligations of the Buyer towards the Seller are fulfilled, especially

until the full payment of the purchase price, and the Buyer is not entitled to handle the goods in any way without the

consent of the owner. Risk of damage to the goods shall, however, pass onto the Buyer upon their acceptance. The

reservation of the ownership right is effective against creditors of the Buyer only if the arrangement was made in writing

and the signatures of the Parties were officially verified vvith effect from the date of the official verification of the

signatures. Immediately after the transfer of the ownership right, and in individually agreed cases even before that, the

Seller shall issue a "Bill of Sale". The Seller is also entitled to exercise a lien on the goods until full payment of the

purchase price. In the event that the Seller withheld the goods, it shall notify the Buyer in writing of such retention and the

reason. Any benefit from the item shall not be counted towards the reimbursement of cost.

2. Manufacturing labels on the goods shall remain property of the Seller throughout their life. They may not be placed on

other products. The Seller has the right to demand the return of these manufacturing labels, if used on products other than

those manufactured by the Seller, to which they originally belonged.

VI. Circumstances Excluding Liability ("Force Majeure"}

1. In the event that there are circumstances that cannot be anticipated at the time of signing of the Purchase Agreement

and that cause an obstacle in the fulfilment of the Seller's contractual obligations, the Seller shall be entitled to extend the deadline for the fulfilment by the period, during which this obstacle persisted, and possibly even by the time period necessary to restore its normal operations.

2. Circumstances excluding liability described in the preceding paragraph shall mean events or conditions that the Seller

could not reasonably foresee and avert if taking care that can be reasonably required from it and that are not reasonably

within the control of the Seller, which prevent in whole or in part the performance by the Seller of its obligations hereunder or which renders the performance of such obligations so difficult or costly as to make such performance commercially

unreasonable. Without limiting the foregoing, the following shall constitute events or conditions of Force Majeure: strikes,

delays not caused by the Seller affected by public authorities, legislation, regulations, restrictions, delays in deliveries of

production materials and components not caused by the Seller, prolonged shortage of energy supplies, interruption of

transportation, embargo, prohibition of import or export of goods, natural disasters, epidemics, riots, disturbance and war.

The Seller shall immediately infonri the Buyer of the fact that any circumstance excluding liability has occurred and notify

the Buyer of the anticipated delay in delivery of the goods.

3. If there are any circumstances excluding liability, for which it can be assumed with regard to all circumstances that the

delivery of the goods will be delayed by more than six (6) weeks, both Parties shall be entitled to withdraw from the

Agreement.

VII. Quality Warranty and Complaints

1. The Buyer has rights incurred due to defective performance pursuant to Section 2099 et seq. Civil Code. The Seller

reserves the right to minor technical changes to the goods that do not affect its functionality.

2. The Seller provides a special warranty on the strength of the polyester fabric according to the parameters specified in

the Maintenance Manual that shall apply for 36 months from the date of the handover of the goods to the Buyer (if the

goods were sent in accordance with the Agreement, it shall commence upon delivery of the goods to the destination), or

300 flight hours whichever of these occurs first.

3. The Buyer is entitled to make its claims under the warranty by notifying of all details of the discovered defect in writing

vvithout undue delay, but not later than 10 days after their discovery. Upon receipt of such notice, the Seller shall

immediately take one of the following measures:

- repair the defective goods at the place where they are located;

- have the defective goods sent in for repair;

- replace the defective goods or part thereof;

- dismiss the complaint as illegitimate.

4. The warranty period pursuant to para. 2 of this Article shall be extended by the period of settlement of the claim by the

Seller under para. 3 of this Article.

5. If the Seller asks to have the defective goods or part thereof sent in for repair, the Buyer shall bear the costs and risk

associated with the transport of the defective product and with the shipment of the repaired or replaced product. Replaced

defective parts, components of the goods or the goods shall become the property of the Seller and the Buyer shall return

them if requested so by the Seller, and if requested by the Seller, the Buyer shall store them for the purposes of inspection

by the Seller.

6. The Buyer shall have the right to remove a defect, which originated during the warranty period, on its own only if the

Seller has given its consent to it in writing in advance.

7. The warranty shall apply only to defects that have been notified by the Buyer in writing within 1 O days after the Buyer

has detected them, or after they should have been found by the Buyer when exercising professional care during an

inspection, which the Buyer is obliged to carry out immediately after the acceptance of the goods, and which occurred

even though the Seller's instructions stipulated in the operating instructions were observed, the goods were used in the

usual manner and under usual circumstances, while the Buyer is considered a person who has experience with using the

relevant type of the goods, unless otherwise stipulated in the Purchase Agreement. Warranty claims shall not arise if the

goods were incorrectly adjusted by the Buyer or a third person, in the case of incorrect or insufficient maintenance, or in

the event of defective or unauthorized modifications or changes to the product carried out by the Buyer or a third person,

in the event that the balloon gets moldy due to improper storage or maintenance, overheating due to flying at higher than

the specified temperature, etc. The warranty shall also not cover normal wear and tear of the goods or parts thereof.

8. Prints, coatings and other types of graphics on the fabric of the balloon may peel off due to the use or procedures

contrary to the Operating Instructions (e.g. in the case of overheating, exposure to acids, alkalis or certain other

chemicals), they may get scratched or may tear upon contact with sand, gravel or other sharp or abrasive materials or

otherwise deteriorate in terms of their appearance or functionality. Such cases do not give the Buyer the right to file a

complaint.

9. The provisions of this Article shall not apply to goods accessories not manufactured by the Seller, such as radios,

devices, fan engine, trailer, flying cylinders, if a separate warranty is provided on them by the manufacturer and the Buyer

receives the relevant certificates of warranty issued by the manufacturers at the acceptance of the goods. In this case, the

Buyer shall be entitled to file a complaint relating to the above accessories only directly with the manufacturer and in

compliance with the certificates of warranty, unless the Parties agree otherwise.

10. The provisions of this Article shall also not apply to balloons with special shapes and unusual products, for which a

special warranty may be agreed in the Purchase Agreement.

11. Seller's liability hereunder and Buyer's sole remedy hereunder for a breach of warranty in any case is expressly

limited, at Seller's election, to repair or replacement of product not complying vvith the Purchase Agreement.

12. Seller shall not be liable for incidental or consequential losses, damages or expenses directly or indirectly arising from

the sale, handling, or use of the product or from any other cause vvith respect to the products or the Purchase Agreement,

whether such claim is based upon breach of contract, breach of warranty, negligence, strict liability in tort, negligence or

any other legal theory. The remedies set forth herein are exclusive.

VIII. Consent to the Processing of Personal Data

1. In accordance with Act no. 110/2019 Coll., as amended (hereinafter referred to as the "Act"), the Buyer (hereinafter

referred to as the "Customer'') agrees to the processing of personal data by the administrator of KUBICEK FACTORY s

r.o., with its registered office at Jarni 1003/2a, 614 00 Brno, Czech Republic, IC (Identification Number): 416 038 69

(hereinafter referred to as the "Administrator") for marketing purposes of the Administrator, i.e. mainly offering its own

products and services or products and services of a third party, sending information about organized events, products,

services and other activities, contacting the Customer for market research and marketing research purposes, when the

Customer is contacted by e-mail or phone, as well as sending of commercial information through electronic means

according to Act no. 480/2004 Coll., whether these marketing purposes are carried out by the Administrator or other

entities entrusted by the Administrator with the implementation of these marketing agencies; purposes of analyses of

personal data of customers allowing mainly direct addressing of specific customers or certain groups of customers; the

purposes of arranging, organizing and evaluating various types of competitions, surveys and similar events.

2. Personal data means data contained mainly in the Agreement or another document, to which these TCs relate, i.e.

specially first name, last name, phone, e-mail address. The Administrator shall process the personal data manually and

automatically directly through its employees and processors delegated by the Administrator as well as through third parties

that will be delegated by the Administrator to process the personal data, in accordance with contracts concluded under the

provisions of Section 6 of Act no. 101/2000 Coll. This consent is granted for a maximum period of 10 years from the date

of its granting. In accordance with the law, the Customer has the right of access to their personal data processed by the

Administrator (especially the right to receive information on the purpose of the processing, the scope of processed

personal data and their sources, the nature of processing and the recipient(s) of the personal data). The Administrator

shall forward this information to the Customer without undue delay for reasonable compensation not exceeding the

necessary cost of providing the information. If the Customer learns that the processing of their personal data is

inconsistent vvith the protection of their private and personal life or in conflict vvith the law, it has the right to request an

explanation from the Administrator or a processor delegated by the Administrator and remedy of the condition. Within the

meaning of Section 7 para. 2 of Act no. 480/2004 Coll., as amended, the Customer further agrees that the Administrator

or a person delegated by the Administrator may use the details of electronic contact for the purpose of commercial

communications sent by electronic means relating to the products and services of the Administrator and third parties.

IX. Final Provisions

1. The laws of the Czech Republic shall govern the legal relations between the Parties arising under this Agreement and

in connection therevvith.

2. The Parties agree that all disputes and claims between them arising under this Agreement shall be resolved preferably

amicably, by agreement. In the event that the Parties fail to agree on a solution to a dispute, they can choose an unbiased

expert - mediator by mutual agreement to reach an amicable solution in the Czech Republic, especially at the registered

office of the Seller, and in accordance with Czech law. Each Party is also entitled to turn to the Czech court with local

jurisdiction for a decision in the dispute according to the registered office of the Seller in the Czech Republic.

3. In the event of any dispute arising under or related to the Purchase Agreement, the prevailing Party shall be entitled to

receive from the other party its reasonable attorneys' fees and costs.

4. In the event that any of the terms of TC are in conflict with any rule of law or statutory provision or are otherwise

unenforceable under the laws or regulations of any government or subdivision thereof, such terms shall be deemed

stricken from TC, but such invalidity or unenforceability shall not invalidate any of the other terms of TC and the Purchase

Agreement shall continue in force, unless the invalidity or unenforceability of any such provisions hereof does substantial

violence to, or where the invalid or unenforceable provisions comprise an integral part of, or are otherwise inseparable

from, the remainder of the Purchase Agreement.

5. Each Party agrees that is shall act so as to implement, to its full extent, the provisions of the Purchase Agreement and

in all respects use its best endeavor and take all such steps as may reasonably be within its power so as to comply with

and act in a manner contemplated by the provisions of the Purchase Agreement and so as to implement to their full extent

the provisions of the Purchase Agreement, and to the extent, which may be permitted by law, shall cause its respective

nominee, directors, agents and employees to act accordingly.

6. No failure by either Party to take any action or assert any right hereunder shall be deemed to be a waiver of such right

in the event of the continuation or repetition of the circumstances giving rise to such right.

7. Neither the Purchase Agreement nor any rights or obligations hereunder may be assigned by either Party without the

written consent of the other Party.

8. Except as specifically set forth or referred to herein, nothing herein expressed or implied is intended or shall be

construed to confer upon or give to any person, other than the Parties and their respective successors and assigns, any

rights, or remedies under or by reason of the Purchase Agreement.

9. The Purchase Agreement shall be executed in t'NO or more counterparts in the English language, and each such

counterpart shall be deemed an original thereof.

10. The Purchase Agreement shall be interpreted in accordance vvith the English language version hereof, which shall

prevail in the event of any discrepancy between the English version and the Czech translation.

The Parties attach their signatures as a sign of agreeing with these terms and conditions.

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