GENERAL TERMS AND CONDITIONS OF DAAL-CON LTD. ("GCF")

I. Application of the GTC

DAAL-CON KFT. GENERAL TERMS AND CONDITIONS OF CONTRACT ("GTC")

1. The scope of Chapters I-X of these GTC shall cover the sale of all textile air ducts (the "Product") by DAAL-CON Ltd (the "Seller"). The scope of Chapter XI covers the case where, in addition to the sale, the installation (construction) of the Product is also carried out by the Seller. Chapter XII covers the provision of textile duct maintenance services by DAAL-CON Ltd. as the contractor (the "Contractor").

The seller/contractor details are as follows:

Name: DAAL-CON Ltd.
Registered office: 2142 Nagytarcsa, Felső Ipari körút 9. Company registration number: 13-09-193560
Tax number: 24392682-2-13.
Community tax number: HU24392682
Statistical identifier: 24392682-7112-113-13.
Organisational representative: Dániel Kálmán Sándor Managing Director
E-mail address: exandair@exandair.com

2. The provisions of the individual contract containing the Product specification (the Offer signed by both Parties) and the GTC shall apply jointly to the legal relationship of the Parties. In the event of any discrepancy between the provisions of the Specific Contract and the GTC, the provisions of the Specific Contract shall prevail.

3. The Seller shall allow the Buyer to familiarise himself with the contents of the GTC prior to the conclusion of the individual contract. The GTC shall become part of the contract of the Parties upon acceptance by the Buyer.

4. These GTC shall enter into force on 15 May 2021 and shall apply to individual contracts concluded after that date.

II. Amendment or repeal of the GTC

5. The Seller shall be entitled to unilaterally amend or repeal the GTC at any time.

6. The amendment or repeal of the GTC shall not affect contracts concluded prior to the amendment or repeal, and the provisions of the GTC in force at the time of the conclusion of the individual contract shall apply unchanged.

III. Procedure for concluding the contract

7. The Buyer shall, after giving notice of his intention to purchase, provide all the information and data requested by the Seller and deliver all the documents requested by the Seller, on paper or in electronic form. Any damage or additional costs resulting from failure to comply with the above obligation or from incomplete communication of information shall be borne by the Buyer.

8. If the Seller carries out the construction, or if the Seller deems it necessary for any other reason, the Seller shall carry out a preliminary technical survey on site at a time agreed by the Parties in advance. The Buyer shall provide the conditions for carrying out the preliminary on-site technical survey. During the preliminary on-site technical survey, the Buyer's representative or a person authorised by the Buyer shall be present and shall provide the Seller with the requested information.

9. The Seller shall send the Customer the signed Offer and the GTCs after receipt of the requested data and documents and after any preliminary on-site survey. The Offer signed by the Seller shall be deemed to be the Offer of the Seller in accordance with the provisions of the Civil Code. 6:64 of the Civil Code, which contains a detailed description of the Product (technical quality parameters), the net purchase price, the payment schedule and payment term, the place of performance, the time agreed for performance and other matters deemed necessary by Seller which are not contained in the GTC or on which the Parties wish to deviate from the GTC. If the Seller arranges for delivery of the Product to the Site, its Offer shall include a delivery charge.

10. The Seller may request additional information or documents from the Buyer during the preparation of the Offer, which the Buyer shall send to the Seller without delay.

11. The seller's bidding period is set at 30 days. Acceptance by the Buyer shall be deemed to be the return of the Offer, duly signed by the Buyer, to the Seller by post. The date of conclusion of the contract shall be the date on which the Seller receives the Offer, duly signed by the Buyer, except as provided in clause 12.

12. If the Buyer communicates acceptance of the Offer after the expiry of the Seller's obligation to make an Offer, i.e. after 30 days, the contract between the Parties shall only be concluded if the Seller expressly so declares. In such a case, the date of conclusion of the contract shall be the date of receipt of the Seller's declaration by the Buyer.

13. The specific contract referred to in the GTC shall be the Offer accepted by the Customer.

14. The Seller shall send the flow and design documentation to the Buyer within 10 working days of the conclusion of the contract. Within 10 working days of receipt, the Buyer shall declare his approval of the design documentation by returning the duly signed design documentation by post or electronically.

The Parties agree that in the event that the contract between the Parties fails for any reason, the Buyer shall not be entitled to use the flow and design documentation.

16. If the Parties have agreed on the payment of an advance, the Seller shall send the advance invoice to the Buyer together with the design documentation. In the case of payment of an advance, the time limit for performance set out in the Offer shall commence on the day following payment of the advance. If the Parties have not agreed to advance payment, the time for performance under the Offer shall commence on the day after the Buyer notifies the Seller of the approval of the design documentation.

17.The Buyer acknowledges that if the Parties have agreed to pay an advance, the purchase price set out in the Offer shall prevail in the event of payment of the advance on time. If the Buyer is late in paying the deposit, the Seller may not be able to provide the Buyer with the purchase price set out in the Offer. The Seller shall also have the right to withdraw from the contract by unilateral declaration in the event of late payment of the advance by the Buyer beyond 30 calendar days.

IV. Seller's performance

18. The Seller shall offer the Products for acceptance, packaged, in first class quality, within the time limit for performance specified in the Offer. Seller shall be entitled to early delivery.

19. The delivery deadline is deemed to have been met if the Seller informs the Buyer within the deadline that the Product is available for collection. If the Parties agree on delivery by the Seller, the time for performance shall be deemed to have been observed if the Seller delivers the Product to the place of delivery within the time limit, provided that the Buyer provides for delivery to the place of delivery within 8 working days (see Clause 21). Any delay by the Buyer shall exclude any simultaneous delay by the Seller.

20. Place of performance Seller's registered office. If the Parties agree to delivery by Seller, the place of performance shall be the place indicated in the Offer.

21. The Seller shall notify the Buyer immediately when the Product is available for delivery to the Seller. If the Parties have not agreed on delivery by the Seller, the Buyer / Buyer's agent shall take delivery of the Product at the Seller's premises within 8 working days of receipt of the notification, and the Buyer shall be responsible for loading the Product on the means of transport. If the Parties have agreed that the Seller shall arrange for delivery of the Product to the site, the Buyer shall provide the Seller with the possibility of delivery to the site within 8 working days of receipt of the notification and shall take delivery of the Product at the site at a time agreed by the Parties in advance. In the case of delivery by the Seller, the unloading of the goods from the means of transport on site shall be the responsibility of the Seller, and the loading of the Product into the premises shall be the responsibility of the Buyer. In both cases, proof of delivery shall be provided by the issue of a delivery note.

22. The risk of loss or damage shall, with the exception of clause 27, pass from the Seller to the Buyer at the time of performance, i.e. at the time of acceptance by the Buyer. If the place of performance is the Seller's place of business, the risk of loss or damage shall be borne by the Buyer during loading. In the case of delivery by the Seller to the place of performance, the risk of damage during transport and loading and unloading shall be borne by the Seller, and the risk of damage during the introduction of the Product into the property shall be borne by the Buyer.

23. The Seller may use an intermediary for the delivery of the Product.

24. The Seller shall not be liable for damages for delay if the Seller's delay is due to an unavoidable cause beyond the Seller's control.

25. The Buyer's right of withdrawal based on the Seller's delay shall be exercised in case of delay exceeding 15 working days. In the event of a shorter delay, the Seller shall not be entitled to withdraw from the contract, even if it is proved that there is no loss of interest.

26.If the Seller is foreseeably delayed in performance, the Seller shall notify the Buyer of this fact, as well as the reason for the delay and the expected date of performance without delay. The Seller shall use his best efforts to avoid the delay and to minimise its duration.

27.If the Buyer is in default with the acceptance, the risk of damage shall pass to the Buyer from the date of default. A delay in taking delivery shall also be deemed to be a delay in taking delivery if, in the case of delivery by the Seller, the Buyer fails to provide the Seller with the conditions for delivery within the time limit. For the period of delay, the Buyer shall pay the Seller a storage fee of HUF 500,- net/day/m3.

28. The Seller may withdraw from the contract and claim damages for the Buyer's breach of contract in the event of a delay of 30 working days in taking delivery. If a deposit has been paid, the Seller may set off the amount of damages due to him against the amount of the deposit and claim the amount of any damages in excess of the deposit paid.

29.In view of the fact that the Product is tailor-made and therefore cannot be sold to or used by any other person, in the event of termination of the contract due to the Customer's breach of contract after the commencement of the manufacture of the Product, the amount of the damage suffered by the Seller and therefore the amount of the compensation to be paid by the Customer shall be equal to the price of the Product.

30. At the same time as the performance, the Seller shall provide the Buyer with the technical and maintenance documentation of the Product (fire resistance certificate, instructions for use and maintenance, declaration of conformity at the request of the Buyer).

V. Payment terms

31. The purchase price and any other fees shall be paid against an invoice (advance invoice, final invoice) issued by the Seller in accordance with the applicable accounting rules. The payment schedule and payment term are set out in the Offer. The final invoice will be issued on completion. In the event of a delay in acceptance by the Buyer, the date of performance, and hence the date of issue of the final invoice, shall be the last day of the period for taking delivery of the Product.

32. In case of payment by bank transfer, the date of payment is the date of crediting the amount to the Seller's account. The bank charges for the transfer shall be borne by the Buyer.

33. In the event of late payment, the Customer shall be liable to pay interest on late payment. Interest on late payment shall be charged at the base rate of the central bank on the first day of the calendar half-year in which the delay occurred, plus 8%. The interest shall be calculated on the basis of the base rate of the central bank in force on the first day of the calendar half-year concerned by the delay for the whole period of the calendar half-year concerned. In the event of late payment, the Seller shall also be entitled to a recovery fee of EUR 40, determined on the basis of the official mid-rate of the Bank of Hungary on the date of the beginning of the delay. In the event of late payment, the Seller may assign his claim to a third party or use the assistance of a third party ("debt collector") to collect the claim.

34.The Seller may withdraw from the contract and claim compensation for damages resulting from the breach of contract in the event of late payment exceeding 30 calendar days. In the event of withdrawal, the date of termination of the contract and the amount of damages or compensation shall be governed by Clause 29 mutatis mutandis.

35. The Seller shall retain title to the Product until the purchase price has been paid in full. Title to the Product shall pass from the Seller to the Buyer upon payment of the full purchase price.

VI. Warranty, warranty of accessories

36. Seller warrants the Product for 24 months. The warranty period shall commence upon Seller's performance. The Buyer may make a warranty claim within the warranty period. Failure to comply with the warranty period shall result in forfeiture of the right.

37. The warranty is valid if the following conditions are met:

• the correct installation and commissioning of the Product;
• use the Product for its intended purpose;
• to have the Product maintained by the Seller, for the first time within 1 year of the date of installation and thereafter at the frequency recommended by the Seller;

38. The Buyer shall provide the Seller with a copy of the commissioning report to certify that the Product has been properly installed and commissioned.

39. The Buyer shall notify the Seller of any warranty claim immediately after the discovery of the defect, specifying the defect. The Buyer shall also allow the Seller to inspect the Product within 30 working days. The Buyer shall be liable for any damages and additional costs resulting from the delayed notification and from the Buyer's failure to provide the Seller with the opportunity to inspect the Product within the time limit. If necessary, the Buyer shall provide access to and dismantling of the Product by means of a scissor lift, with the proviso that the Buyer shall only be entitled to dismantle the Product after inspection by the Seller.

40. The Seller shall, as part of its warranty obligation, repair or replace the Product, at the Seller's option. The Seller shall bear the full cost of the repair or replacement. The Seller shall be entitled to use a material other than the original material for the repair due to a change in the basic material, provided that the material used for the repair is of equal or higher technical and quality value than the original material.

41.If the Seller is unable to carry out the repair or replacement, the Buyer may request a proportionate reduction of the purchase price, may have the defect repaired or replaced by another party at the Seller's expense, or may withdraw from the contract, provided that no withdrawal shall be made for a defect which does not prevent the proper functioning of the goods.

42. The Seller shall carry out the repair or replacement within a reasonable period of time, without prejudice to the interests of the Buyer.

43. The Seller is exempted from warranty liability if:

• the warranty claim is notified after the warranty period;
• any of the conditions in point 37 are not met;
• the Product has been unlawfully modified;
• Seller proves that the cause of the defect occurred after performance;
• The Seller proves that the Customer / 3rd person is responsible for the cause of the defect (e.g. the cause of the defect is that the Product has been in contact with a harmful substance (oil, chemical, etc.)).If after the inspection of the Product it is proven that the Seller's warranty liability does not exist, the Customer shall reimburse the Seller for the labour costs incurred in connection with the inspection of the Product, which amount is HUF 6,500.00 + VAT / hour, as well as the cost of the delivery (round trip), which amount is HUF 400.00 / km.

44. 6:159 of the Civil Code. The Buyer's claim under the warranty for defects shall expire within 1 year from the date of performance.

45. The buyer has a right to a warranty of replacement in parallel with the right to a guarantee.

VII. Amendment and termination of the contract

46. The contract may be amended or terminated in writing, signed by both parties.

VIII. Duty to cooperate

47. The parties are obliged to cooperate during the contract negotiations, at the conclusion, during the duration and at the termination of the contract and to inform each other of the relevant circumstances affecting the contract.

48.The parties are obliged to notify each other if the performance of an obligation undertaken in the contract is foreseeably prevented, unless the other party must have been aware of the obstacle without notification. The defaulting party shall compensate the other party for the damage caused by the failure to notify the obstacle.

IX. Method of making declarations, communication between the Parties

49. The parties shall make their legal declarations (Offer, amendment of the contract, withdrawal from the contract, etc.) concerning the essential content of the contract in writing, signed in a form that is authentic for the company. The written declaration may also be communicated by sending the signed declaration as an attachment in pdf format to the e-mail address specified in the Offer, provided that the Buyer notifies the Seller by telephone of the fact that the declaration has been sent by e-mail at the same time as the e-mail is sent.

50. The communication between the Parties shall be primarily by e-mail. Electronic correspondence between the Parties shall be made by setting up a delivery report. The time of communication of the e-mail message shall be the time indicated in the delivery report, provided that the time indicated in the delivery report falls during working hours (8.00 to 17.00 on working days). If the time indicated in the delivery report falls outside working hours, the time of delivery shall be 08.00 on the next working day.

51. The contact persons designated by the Parties in the Offer shall also be entitled to make operational statements not affecting the essential content of the contract.

X. Other

52.The Seller shall not be liable for any damages other than damage to the Product (so-called consequential damages) and loss of pecuniary advantage caused to the Buyer's property as a consequence of the Seller's breach of contract. The Seller specifically informs the Buyer that the provision in this clause is substantially different from the law.

53. The Parties shall refrain from any conduct that could damage or endanger the reputation of the other Party.

54. The Parties shall keep each other's business secrets without time limitation. The party violating the obligation to keep a trade secret shall compensate the other party for any damage caused.

55. The legal relationship of the parties shall be governed by Hungarian law.
56. The parties shall seek to settle their dispute first by amicable means and then by recourse to the courts. In the event of recourse to the courts, the competent court shall have jurisdiction.

57. In matters not regulated in the individual contract and the GTC, the provisions of Part Two (General Rules of the Contract) of Book Six and Chapter XXXII (General Rules of the Sales Contract) of Part Three of Book Six of Act V of 2013 on the Civil Code (the "Civil Code") shall prevail.

XI. Seller's installation (execution) of the Product
If the Parties agree in the individual contract on the installation (execution) of the Product by the Seller, the provisions of these GTC shall apply with the following exceptions and additions:

58. The seller declares that he meets the legal requirements and has the necessary skills to carry out the construction activity.

59. The Buyer shall inform the Seller at the same time as it announces its intention to purchase if stricter than generally applicable safety requirements apply at the place of execution. The Buyer acknowledges that this may result in additional costs for the Seller and may also result in the Seller not undertaking to install the Product. Should the Seller subsequently become aware of this fact, the Seller shall be entitled to withdraw from the work undertaken.

60. The Tender shall include the amount of the net contractor's fee for the works in addition to the amount set out in Section 9.

61. The place of performance shall be the place of execution, the date of performance shall be the date of putting into service of the Product.

62.The successful installation of the Product by the Seller shall be deemed to be the completion of the Contract, the fact of which shall be recorded by the Parties. Successful commissioning and thus performance by the Seller shall also be deemed to have taken place if the Buyer's representative fails to appear within 30 minutes after the Product has been commissioned, which fact shall be recorded by the Seller's commissioning representatives. Upon completion of the commissioning, the Buyer shall issue to the Seller a certificate of completion. The Buyer shall bear the risk of damage from the time of commissioning, subject to the exception provided for in Clause 64.

63. The Seller shall notify the Buyer immediately when the Product is available for delivery to the Seller. The Buyer shall provide the Seller with the possibility of delivery to the site and installation at a time agreed by the Parties in advance within 8 working days of the notification.

64.A delay in taking delivery and the consequences of delay in taking delivery under clauses 27-28 shall be deemed to be a delay in taking delivery if the Buyer fails to provide the Seller with the conditions for delivery and performance (e.g. making available to the Seller a suitable place for the performance of the activity) within the time limit provided for in clause 63. The Buyer shall reimburse the Seller for any additional costs incurred by the Seller as a result of the Buyer's failure to provide the workspace necessary for the performance of the activity.

65. The Seller is entitled to use a subcontractor for the performance of the contract. The Seller shall be liable for the conduct of the subcontractor as if he had acted himself.

66. The warranty and guarantee period shall commence when the Product is put into service. The right to claim under warranty shall not be subject to proof that the Product has been properly installed and put into service by the Customer.

67. The Seller shall be obliged to remove/remove any waste generated during the construction.
68. If the Product is installed in a newly constructed dwelling, residential building or public building, the provisions of Government Decree 181/2003 (XI. 5.) on mandatory warranty in connection with housing construction shall apply to the warranty.

69. Chapter XXXVII of Part Three of Book Six (General Rules of the Contract of Contract) and the provisions of Government Decree No. 191/2009 (IX.15.) on Construction Construction Activity shall apply mutatis mutandis.

XII. Maintenance of textile ducts

70. DAAL-CON Ltd. as a contractor undertakes maintenance services for both the textile ducts it sells and the textile ducts it does not sell.

71.The Customer shall, upon notification of its request for maintenance, provide all information and data requested by the Contractor in full and deliver all documents requested by the Contractor, on paper or in electronic form. Any damage or additional costs resulting from failure to comply with the above obligation or from incomplete communication shall be borne by the Customer.

72.The Contractor shall send the Maintenance Offer and the General Terms and Conditions signed by the Contractor to the Customer upon receipt of the requested data and documents. The Maintenance Offer signed by the Contractor shall be deemed to be the Contractor's offer pursuant to Article 6:64 of the Civil Code, which shall include the net contract price, the payment term, the time limit for performance and other matters deemed necessary by the Contractor which are not included in the GTC or on which the Parties wish to deviate from the GTC. If the Contractor shall arrange for the removal and installation of the textile ducts and their transport to and from the Contractor's premises, the Maintenance Bid shall also include the charges for such removal and installation and transport. Acceptance by the Customer shall be deemed to be the return of the Maintenance Proposal to the Contractor by post, duly signed by the Customer.

73. The installation and dismantling of the textile ducts shall be carried out by the Contractor for a separate fee, if requested by the Customer or the Client. If the Customer requires the Contractor to carry out the dismantling and installation, the Customer shall inform the Contractor if stricter than normal safety requirements apply at the place of dismantling and installation. The Customer acknowledges that this may result in additional costs for the Customer and may also result in the Contractor not undertaking the dismantling and installation. Should the Contractor subsequently become aware of this fact, it shall be entitled to withdraw from the work undertaken.

74. Maintenance shall be carried out at the Contractor's premises.

75. The Contractor shall also provide a "Fetch-Take-Away" service, under which, at the Customer's request, the Contractor shall carry out the transport to and from the site for a separate fee, with the issue of a delivery note, at a time agreed in advance by the Parties. The Customer shall then be obliged to put the textile ducts together in a condition suitable for transport. If the Customer does not make use of the "Fetch-Take-Away" service, the transport of the textile ducts to the Contractor's premises and their return from the Contractor's premises shall be carried out by the Customer at a time agreed in advance by the Parties, subject to the issue of a receipt.

76. The Contractor shall carry out only a quantitative inspection when taking delivery of the textile ducts. A quality inspection of the textile air ducts received shall be carried out within 5 working days of receipt and shall include an inspection of the textile and its fittings and a written record of their condition, the type and extent of any contamination found, any defects and any possibilities for repair, documented by photographs.

77.If the Contractor finds during the quality control that the level of contamination is abnormal, the Contractor shall be entitled to adjust the price and, if the Customer does not accept the adjusted price, to withdraw from the contract, with the proviso that if the Customer has used the Contractor's dismantling and installation or "fetch and carry" services, the Customer shall be liable for the costs of such services.

78. The maintenance service includes the professional washing and drying of textile air ducts, the marking of possible defects and, in the cases referred to in point 80, the repair. In the case of textile ducts not sold by the Contractor, the Customer shall provide the Contractor with the basic data (manufacturer, design, type of fabric) and written maintenance instructions for the textile ducts. Which party will provide the means of storage for packaging after drying is subject to the agreement of the Parties.

79. The frequency of periodic maintenance shall be proposed by the Contractor after the first maintenance has been carried out, taking into account the operating environment and the type and quantity of pollutants.

80. The Contractor shall ensure the repair of the textile air ducts sold by it free of charge within the warranty period, if the conditions set out in Clause 37 are met. The Contractor shall not be obliged to repair free of charge in the cases referred to in Clause 43. The repair of textile ducts not sold by the Contractor shall be carried out by the Contractor free of charge if the value of the repair work does not exceed 10% of the maintenance fee.

81.At the Customer's request, the Contractor may provide additional duct(s), as agreed by the Parties in a separate agreement. The Contractor shall be liable for the conduct of the subcontractor as if it had acted itself.

83. The provisions of Chapter XXXVII, Part Three, Book Six (General Rules of the Contract of Contract) of the Civil Code shall apply mutatis mutandis.

Done at Budapest, 15 May 2021.