Contract of Purchase concluded according to § 409 and subs. of law No. 513/1991 Coll., the Commercial Code of Czech republic, in the wording of later regulations, on the basis of the order of the public procurement in the negotiation procedure without publishing in compliance with provision § 23 paragraph 4 let, a) of law No. 137/2006 Coll., on publig procurements, in the wording of later regulations, registered at the Buyer under ref.No. BBR 78. and at the Seller under No.: 2913-1848-21 (hereinafter referred to as the “Contract” only) Article |. CONTRACTING PARTIES Buyer: STATNi TISKARNA CENIN, statni podnik Prague 1, Rizova 6, cp. 943, zip code 110 00, CzechRepublic registered in the Companies’ Register kept by the Municipal Court in Prague, Section A LX, inset 296, file ref. Ps 296/41 Acting by: Ing. Richard Buliéek, General Manager Ico: 00001279 Dic: Z00001279 bank. connection: UniCredit Bank Czech Republic, a.s. account number: 200210010/2700 IBAN number: CZ44 2700 0000 0002 0021 0010 ‘SWIFT: BACX CZPP (hereinafter referred to as the “Buyer” only) and Seller: Giesecke & Devrient GmbH a Geselischaft mit beschrankter Haftung registered in Germany domiciled at Prinzregentenstrasse 159, 81677 Munich, Federal Republic of Germany, registered in the Companies’ Register kept by the Local Court of Munich ~ Registration Court, HRB 4619 Acting by: Hans Weinfurtner ‘Sales Manager VAT: DE129365746 bank. connection: Deutsche Bank AG, Munich branch account number: 172 27 50 00 IBAN number: DE60700700100172275000 SWIFT: DEUT DE MM (hereinafter referred to as the “Seller” only){hereinafter referred to as the “Contracting Parties only) Authorized representatives for contractual and economic talks: for the Buyer: for the Seller: PhDr. Olga Dudkova Economic Manager and the 1st Deputy General Manager tel: +420 236 031 216 fax: +420 236 031 401 e-mail: dudkova.olga@stc.cz Hans Weinfurtner Sales Manager Europe tel.: +49 (0)89 4119-1125 fax: +49 (0)89 4119-9095 mobil: +49 (0)171 565 98 43 e-mail hans weinfurtner@qi-de.com Authorized representatives for material and technical talks: for the Buyer: for the Seller: Ing. Petr Mik3 Business Projects Manager tel.: +420 236 031 324 fax: +420 236 031 409 e-mail: miks.petr@stc.cz Hans Weinfurtner Sales Manager Europe tel.: +49 (0)89 4719-1125 fax: +49 (0)89 4719-9095 mobil: +49 (0)171 565 98 43 e-mail: hans, weinfurtner@ai-de.com Contact for technical support for the implementation phase (art. Il par. 2 of this Contract): Berthold Birk (Product Management) tel.: +49 (0)89 4119-2998 fax: +49 (0)89 4119-9069 mobil: +49 (0)171 565 98 43 e-mail: berthold. birk@ai-de.com Contact for product quality questions (art. I!) Dirk Banfer (Product Quality) tel.: +49 (0)89 4119-3132 fax: +49 (0)89 4119-1355 mobil: +49 (0)152 288475 71 e-mail: dirk. baenfer@ai-de.com4 Article Il Subject of Performance 1. The Seller by this Contract undertakes to supply to the Buyer chip modules AT90SC24036RCU for Driver's cards with STARCOS 3.4 ID Tachograph operating system "initialised for PDI personalisation and on card key generation" (hereinafter referred to as “chips” only) Minimum quantity of chips 10 000 pes. Maximum quantity of chips 80 000pes. 2. The Seller performance of this Contract includes also providing technical support of technical problems during processing chips by the Buyer for the production of the Czech digital tachograph card 3. By this Contract the Buyer undertakes to pay the purchase price for the chips according to this Contract. Art. il Time and place of delivery, delivery terms 4. The Seller will supply the chips to the Buyer's building at the address Na Vapence 14, no. 915, Prague 3, Czech Republic by partial deliveries within 14 calendar days after the receipt of written order of the Buyer. 2. The Contracting Parties agreed that the Buyer specifies required amount of chips in the individual partial orders. 3. Minimum order quantity is 1 Spool which contains approx. 8000 to 12.000 pes of chips. 4, The transport of chips to the place of delivery the Seller ensures through a contractual carrier at his risk and his costs in correspondence with INCOTERMS 2010 DAP Na Vapence 14, op. 915, Prague 3, Czech Republic. Delivery of chips can be performed on week days 6:00 a.m. to 02:00 p.m. 5. The Seller will inform the Buyer on the day of handover of delivery for mail transport, to electronic address of the Buyer (soch libor@stc.cz) and (kicova.monika@stc.cz). At the same time, the Seller will send to the Buyer the number of bill of lading in case that he uses a carrier who enables the tracking of the condition of delivery. 6. The chips are delivered at the moment of their takeover by the Buyer. The Buyer acquires the right of ownership to the chips as soon as the delivered chips are handed cover to him. 7. The Seller packages chips in the manner necessary for their preservation and protection during transport and storage by the Buyer. 8. Buyer reserves the right to order the subject of the fulfilment of present purchase contract to March 31% 2014. Art.1V Contractual price The price for 1 piece of chip module is: 1,58 € without VAT. 3fb. The above mentioned price is final and includes all the costs of the futfilment of the Seller according to the Art. |I par. 1, 2 of this Contract, as well costs of transport of each partial delivery to the Buyer subject to Art. Ill par. 4 of present Contract, including cost of packing and non-returnable package. The price referred to in paragraph ‘of this Article is set without VAT because the fulfilment of the Seller is exempt of VAT, as goods will be delivered to another member state EU to a person registered for VAT in another member state EU. _ Art. V Invoicing Conditions and Terms of Payment The right to issue the tax document (invoice) for delivery of chips originates for the Seller on the day of performance of the delivery concerned. The enclosure to the tax document (invoice) is a copy of the delivery note of the performed delivery. The maturity of a duly issued tax document (invoice) is 30 days from the document date of the respective tax document (invoice). . The tax document (invoice) must include the number of Contract and all data required by legal regulations, especially by provision § 35of law No. 235/2004 Coll, on value added tax, in the wording of later regulations and the data specified in §13a of the Commercial Code. The term of maturity is considered preserved by crediting the whole invoiced sum to the account of the Seller at the latest on the last day of the term of maturity. In the term of maturity the Buyer can return the tax document (invoice), if it includes incorrect price data, incorrect requisites or incomplete requisites of the tax document. At that moment the term of maturity is cancelled and the new term of maturity begins to run from the day the document date of the new or corrected tax document. Art. VI Guarantee for Quality The Seller is responsible for the due performance of the subject of fulfilment, especially for the observance of the quality and functionality for the purpose stated and for the quantity of the subject of fulfilment specified in this Contract or partial order. Defect modules on the spool are perforated sideways to the chip. No otherwise marking is recommendable and is equivalent to the standards of the industry. The period of guarantee for quality of chips is 24 months from the date of delivery subject to Art. Ill par. 4 of the present contract. Given the nature of the fulfilment the Buyer shall inspect the chips upon receipt and shall without undue delay inform the Seller about defective chips. Complaint of apparent defects of chips will be filed by the Buyer immediately after their detection within their takeover. The Buyer will draw up a written record of the determined defects and will send it, without delay, together with defective chips to the Seller. In the case of founding out defects after processing chips, the Seller without undue delay provide the Buyer with non-defective chips corresponding to the number of chips claimed as defective, provided that the defect originated from the Sellers scope of responsibilty. 4The Buyer has the right to claim defective chips at any time during the period of guarantee. The Buyer will always attach defective chips or cards included defective chips, to the complaint which the complaint relates to. The term for handling complaint is 20 calendar days and it begins to run from the day of delivery of defective chips to the Seller. The claims from defects will be solved on the basis of choice of the Buyer by replacement of defective chips with chips without defects, or by financial compensation Art. Vil Sanctions and punitive interests If the Seller is in delay with the fulfilment of the terms negotiated for the delivery of chips, the Seller will pay to the Buyer contractual penalty in the sum of 0.1 % of the price of non- delivered chips without VAT, namely, for each day of delay, in no event more than 5 % of the price of the delayed chips. In the case of delay of the Buyer with the payment of the tax document (invoice), the Buyer will pay to the Seller, according to § 369 paragraph 1 of the Commercial Code, punitive interest in the sum of 0.1 % of the owed sum for each day of delay. The duty to pay: a) contractual penalty according to paragraph 1 of this article originates for the Seller within 30 days from the delivery of call (invoice) of the Buyer to the Seller for the payment of contractual penalty; b) punitive interest according to paragraph 2 of this article originates for the Buyer within 30 days from the delivery of call (invoice) of the Seller to the Buyer for the payment of punitive interest. . Paying of penalty under paragraph 1 of this Article does not affect the right of the Buyer to damages, even exceeding the amount stipulated penalty. The overall liability of the Seller shall be limited to 20% of the total contract value. Art. VIL Governing law and solving disputes The questions not provided for in the present Contract at all or partially only, will be governed exclusively by the Czech substantive law, especially by the Commercial Code, as amended, and interpreted in compliance with it The Contracting Parties undertake to solve the disputes originating from this contractual relation, first of all, by settlement, by negotiations. If an agreement is not reached, any Contracting Party has the right to submit the dispute for decision to the competent court in the Czech Republic, namely Municipal Court in Prague. The proceedings will be conducted and potential disputes resolve according to Czech law in the English languageArt. IX Final Provisions 1. Each Contracting Parly has the right to withdraw from the Contract by written announcement, if the other Contracting Party violates the provisions of this Contract in an essential manner or acts in contradiction with good manners and despite written warning does not discontinue it action or conduct that is in contradiction with this Contract or good manners. The right to compensation of damage of the withdrawing Party is not affected by it. The withdrawal must be made by written notification addressed to the statutory representatives of the Contracting Party substantially violating contractual obligations, made without undue delay after the finding out of a reason for withdrawing. Withdrawal from the present Contract does not cancel the contractual relationship from the beginning on the contrary the Contracting Parties keep fulfilment, which had been provided before the withdrawal of the Contract 2. The Contracting Parties agreed that according to § 345 paragraph 2 of the Commercial Code they considered essential violation of Contract: a) non-observance of required quantity of the subject of performance according to article of this Contract, b)_non-observance of technical specification of the subject of performance. In the other cases it is deemed that the violation of the Contract is not essential. 3. The rights and duties ensuing from this Contract cannot be transferred to a third party without the approval of the other Contracting Party. 4. The present Contract is binding also for possible legal successors of the Contracting Parties. 5. The Contract can be changed and amended after the agreement of both Contracting Parties only by written amendments, marked as such and numbered in ascending order. 6. The Contract comes into validity and effect on the day of signature by the last Contracting Party. 7. The Contract is elaborated in two copies in English language with the validity of the original from which the Buyer will receive one copy and the Seller will receive also one copy. In Prague, on 2” “in Munich, on 22.07.2013 On behalf of the Buyer On behalf of the Seller | 'STATNITISKARNA CENIN ‘tint poo Ya) ies rn y Z Ve leaker Ing. Richard Buliéek General Director ‘Head of Proposal «Management