General terms of sale

§ 1.

GENERAL PROVISIONS

1. These general terms and conditions of sale apply to all agreements for the sale of goods and provision of services concluded by LOPI ANUSZKIEWICZ I TRZECIŃSCY SPÓŁKA JAWNA as the Seller.
2. Terms used in the remainder of these general terms and conditions of sale shall mean:
   • Seller – LOPI ANUSZKIEWICZ I TRZECIŃSCY SPÓŁKA JAWNA with its registered office in Legionowo, Poland, at ul. Długa 3, NIP [Polish Tax ID No.]: 5361939557, REGON [Polish Business ID No.]: 382805762;
   • Buyer – an entity that is the other party to the sales agreement (counterparty of LOPI ANUSZKIEWICZ I TRZECIŃSCY SPÓŁKA JAWNA);
   • Supplier – Seller's supplier;
   • Parties – the Seller and the Buyer;
   • GTCS – these “General terms and conditions of sales agreements concluded by LOPI ANUSZKIEWICZ I TRZECIŃSCY SPÓŁKA JAWNA with its registered office in Legionowo”;
   • Goods – movables, services, commodity to be sold under a sales agreement between the Seller and the Buyer;
   • Order – an offer to purchase products made by the Buyer in writing, delivered in person, by letter, courier service, fax or e-mail, providing at least: the name of the ordered product included in the offer, quantity, the Buyer's details necessary to issue a VAT invoice and company details, contact details, method, date and place of collection of the ordered products;
   • Confirmation – the Seller's written statement of acceptance of the order submitted to the buyer upon receipt of the order which specifies at least the price of the goods, the total value of the ordered goods, order delivery date, the place and terms of delivery/collection and the terms of payment.
3. GTCS are an integral part of all sales agreements concluded by LOPI ANUSZKIEWICZ I TRZECIŃSCY SPÓŁKA JAWNA, including agreements concluded through a written order offered to the purchasing entity.
4. GTCS are available to the Buyer prior to the conclusion of the agreement in writing at the registered office of LOPI ANUSZKIEWICZ I TRZECIŃSCY SPÓŁKA JAWNA in Legionowo, Poland, or on the website www.lopi.pl.
5. These GTCS constitute a contractual regulation binding the parties to the sale of goods. The parties exclude other contractual forms (general terms and conditions of agreement, terms and conditions of sale, model agreements, rules and regulations, etc.) used or developed by the Buyer.
6. Any amendments to these General Terms and Conditions shall be made in writing, otherwise shall be null and void. The conclusion of a separate sales agreement excludes the application of these general terms and conditions only to the extent otherwise regulated in that agreement.
7. Different arrangements between the parties made and confirmed in writing shall prevail over GTCS.
8. If the Buyer does not accept the Seller's GTCS in force, the Buyer is obliged to notify the Seller of this fact before placing an order. In that event, the Seller has the right to refuse the order or, in justified cases, enter into negotiations to set out individual terms and conditions of sale.
9. By accepting these GTCS, the Buyer agrees to the processing of their personal data by the Seller and entities acting by order of the Seller in Poland and abroad, in connection with the performance of agreements for the sale of goods offered by the Seller.
10. The Buyer may not, without the consent of the Seller, share knowledge and information obtained as a result of business dealings with the Seller with third parties if they constitute a trade secret.
11. The headings of the sections of these General Terms and Conditions are introduced only for convenience and have no legal significance, and may not therefore be used to interpret the substance of these General Terms and Conditions.
12. If any provision of these General Terms and Conditions is for any reason held invalid or ineffective, this shall not affect the validity and effectiveness of the remaining provisions. In that event, the parties agree to adopt such provisions that will effectively reflect the original intention of the parties.

§ 2.

OFFER AND CONCLUSION OF AGREEMENT

1. Seller's offers and other related commercial letters shall not be binding and they are only the basis for the conclusion of an agreement.
2. The sales agreement may only be effectively concluded if the order is placed by the Buyer and confirmed in writing by the Seller (by e-mail, fax, letter). Written confirmation of the order means that the Seller has received and accepted the order. Placement of an order by the Buyer does not bind the Seller, and the absence of a response from the Seller does not imply tacit acceptance of the order.
3. If the Buyer places an order without receiving a prior written offer, written confirmation of the Seller's acceptance of the order is required to conclude an agreement.
4. Any agreements, assurances, covenants and guarantees made verbally by the Seller's employees in connection with the conclusion of an agreement or submission of an offer shall not be binding.
5. For the valid conclusion or amendment of a sales agreement, all statements exchanged between the parties in this regard shall be delivered to the other party in writing in person, by mail, fax or e-mail. This provision applies specifically to offers, orders and order confirmations.
6. The Seller may withhold the sale if it has doubts about the correctness of the data contained in the order.
7. An order may only be cancelled by the Buyer in exceptional circumstances after the terms of cancellation have been agreed in writing with the Seller. The Seller reserves the right to charge the Buyer with the actual costs that have arisen up to the moment of cancellation – not exceeding the value of the order.
8. If the Seller is unable to perform the agreement due to force majeure, the Buyer shall not be entitled to any claim for damages resulting from non-performance or untimely performance of the agreement. Events referred to as force majeure shall include but are not limited to war, earthquake, fire, flood and other natural disasters, strike, embargo, and energy restrictions.

§ 3.

OWNERSHIP RIGHT

1. The Seller reserves ownership of the Goods until the Buyer has paid the full amount due.
2. If items are combined or mixed, the parties become co-owners of the whole. The application of the Article 193 § 2 of the Polish Civil Code shall be excluded.
3. Upon the initiation of bankruptcy or reorganisation proceedings against the Buyer, the Buyer shall be obliged to mark the Goods owned by the Seller in a manner indicating reservation of the right of ownership thereof in favour of the Seller.
4. In the event of seizure of Goods owned by the Seller in the course of enforcement proceedings against the Buyer's property, the Buyer is obliged to immediately notify the Seller about this fact. The Buyer, at the request of the Seller, is obliged to immediately provide all information about the place of storage of the reserved goods. The Seller shall be entitled to recover the Goods reserved in its favour.
5. The risk of loss of or damage to the goods passes from the Seller to the Buyer upon delivery of the goods, and where the goods are entrusted to a carrier, upon delivery of the goods to the carrier, regardless of who bears the transportation costs.

§ 4.

PRICE AND TERMS OF PAYMENT

1. The Seller offers the following payment methods: cash, cash on delivery, prepayment and transfer with deferred payment (trade credit). The payment method is agreed individually with the Buyer. In order to obtain a trade credit, it is necessary to send an Application for Deferred Payment and updated registration documents of the company: extract from the National Court Register [KRS] or entry in the business activity register, NIP, REGON.
2. The price for the goods sold will be specified from time to time in the offer or sales agreement.
3. The price of the goods shall be determined based on the arrangements in force on the date of written confirmation of the order.
4. In the event of a discrepancy between the parties, the price of the goods shall be the price set in the order confirmation.
5. Offers made by telephone, letter, fax or e-mail do not constitute the basis for the conclusion of an agreement. The agreement is concluded upon receipt of the Customer's written order, the delivery of Supplier's written order confirmation and the Customer's final written acceptance of the terms and conditions set out in the order confirmation.
6. Information posted on the Seller's website, in catalogues, brochures, flyers, advertisements and other publications do not constitute an offer within the meaning of the Polish Civil Code, even if accompanied by a price. Publications on the products offered by the Seller are for information purposes only, while models and samples provided by the Seller are for illustrative and exhibition purposes. The technical details provided in the publications are subject to change at any time, including due to continuous changes in the technological industry.
7. If the price in the offer and the order confirmation is provided in a currency other than PLN, it is assumed that the parties have set the price in PLN by converting it into PLN according to the average sales rate of the currency in question at the National Bank of Poland on the day preceding the issuance of the invoice.
8. The Buyer shall pay the full amount due by the date indicated in the offer or, if the date is not indicated therein, in the VAT invoice issued by the Seller. Payment is deemed to be made when the funds are credited to the Seller's bank account.
9. If, after the conclusion of the agreement, circumstances arise that justify an increase in the price of the ordered goods, such as an increase in customs duties, the introduction of additional customs duties, the introduction of other public charges, the Seller has the right to unilaterally increase the price of the goods accordingly, stating the reason for the increase. The increase may not exceed the actual increase in price components.
10. The right specified in the preceding section shall also be vested in the Seller in the event of an increase in the cost of production or purchase of the goods in relation to the prices at the time of conclusion of the agreement.
11. The prices quoted by the Seller are always net prices to which value added tax on goods and services will be added according to the rates in effect on the date of the invoice.
12. Amounts due may not be set off by the Buyer and are payable to the bank account indicated by the Seller. The Seller shall charge statutory interest for the period of payment delay. On the expiry of the payment deadline, a collection procedure shall also be initiated, the costs of which shall be borne by the Buyer.
13. In the event that the Buyer delays payment of the price under any sales agreement concluded between the parties, the Seller shall have the right to suspend the performance of all concluded agreements (including the delivery of goods) until the Buyer has paid all amounts due, including interest. If the delay of any payment to the Seller exceeds 30 days, the Seller may withdraw from the sales agreement without setting an additional deadline. The Seller shall not be liable for any resulting damage.
14. If the Buyer's financial standing deteriorates, the Seller may exercise the rights set out in the preceding section, unless the Buyer provides additional security acceptable to the Seller. The assessment of the Buyer's financial standing and the decision to accept or reject additional security rests solely with the Seller.
15. Where the Seller has granted the Buyer a trade credit (time-deferred payment), the Seller may limit or revoke the same at any time, especially if the Buyer delays payment, or if the Buyer's financial standing deteriorates and there is a risk of payment delay. This right does not apply to the debts owed to the Seller that have already arisen.

§ 5.

DELIVERY AND COLLECTION OF GOODS

1. Delivery dates shown in the offer are not binding and are subject to change. Actual delivery dates are agreed upon by the parties and stated in the order confirmation.
2. The goods are delivered:
   • if the goods are to be shipped – upon their delivery to the designated place;
   • if the goods are to be collected by the Buyer – upon notification that the order is ready for collection.
3. The Buyer will be notified of the scheduled date of delivery or that the order is ready for collection.
4. Goods are normally shipped via DPD courier service at the Buyer's expense, unless the Buyer agrees with the Seller on a different delivery method.
5. Orders with a value above PLN 2,000 net, not exceeding the weight of 30 kg, are shipped at the expense of the Seller.
6. The parties agree that the cost of loading the goods for transportation shall be borne by the Seller, and the cost of unloading shall be borne by the Buyer, regardless of who bears the transportation cost.
7. The cost of standard packaging of goods is paid by the Seller. If the goods require non-standard packaging, the cost is paid by the Buyer.
8. The Buyer shall carefully inspect and examine the goods at the time of their collection for quantity, compliance with the technical specifications set out in the agreement, and for any visible defects. The attached technical documentation of the goods shall also be checked. Once the goods have been inspected, a delivery and acceptance document will be signed. By signing the delivery and acceptance document, the compliance of the indicated parameters with the order and the absence of defects, that could have been detected by a very thorough inspection of the goods during acceptance, is confirmed. The Buyer may not be relieved of the obligations set out in this section and evade the consequences of failing to fulfil the same by invoking Buyer’s trade and acceptance practice.
9. Any approvals, certificates of conformity or other documents confirming the quality of the goods, their parameters and technical characteristics, if any, provided by the Seller together with the goods, do not constitute confirmation by the Seller of the data contained therein, and thus do not constitute an assurance that the goods meet the criteria indicated therein. The documents provided are in each case only an indication from the Seller that the goods, as declared by the manufacturer, have been made in accordance with the criteria specified in the documents.
10. If the Seller has undertaken to provide the documents referred to in § 5(9) to the Buyer, it is understood that the Seller may do so within 1 month of the delivery of the goods. The Seller is not obliged to provide the above-mentioned documents to the Buyer if the Buyer has not requested them when placing the order. In that event, the Seller may require an additional fee agreed between the parties.

§ 6.

GUARANTEE, COMPLAINT, STATUTORY WARRANTY

1. Unless otherwise agreed by the Parties, goods purchased from the Seller shall be guaranteed in accordance with the terms of the guarantee [pl. gwarancja] issued by the Supplier to the Seller. The standard guarantee period for products manufactured by the Seller is 12 months.
2. The Seller is not liable for the performance of the guarantee services offered by the Supplier.
3. The guarantee is valid only if the Buyer and the end user of the goods fully comply with the terms and conditions of transportation, storage, installation, operation and other rules for the purchased goods, and the products have not been altered, except for changes made by authorised personnel of the Seller or its partners, the products have been used correctly and in accordance with the documentation provided by the Seller, and installation, operation, repair and maintenance are carried out in accordance with the guidelines provided by the Seller by competent trained personnel. Repairs necessary under the guarantee shall be carried out only by the Seller or its authorised partners.
4. The guarantee does not cover the removal of defects caused by external factors, such as fire, vandalism, unauthorised interference, excessive heat; repair work to remove defects related to operating errors or other improper handling; repairs to accessories or additions or other reworked or altered equipment; repair work that is not related to the Seller's products; repairs when the requirements in the technical documentation regarding the ambient conditions in which the product may be used have not been met.
5. The scope of guarantee services, unless otherwise stipulated in the guarantee, covers only defects inherent in the sold item.
6. The Seller shall have the right to withhold acceptance of any claims by the Buyer made in the complaint until the Buyer has settled all outstanding financial obligations.
7. In the event of an unfounded complaint, the Seller shall have the right to charge the Buyer with the cost of shipping the product to be serviced and the cost of expert’s examination of the returned product.
8. The Seller's liability under statutory warranty [pl. rękojmia] for physical and legal defects of the sold goods shall be excluded.
9. The Buyer is obliged to notify the Seller of defects that cannot be detected despite very careful inspection upon receipt immediately (no later than within 3 days) after their discovery, under pain of losing statutory warranty rights.
10. Notice of a defect in the goods, in order to be valid, must be made in writing with acknowledgment of receipt, and the Buyer agrees to make the defective goods, as delivered, available for inspection by the Seller at each request of the Seller. If the goods have been processed, the Seller's liability for defects in the goods ceases.
11. If, in the opinion of the Seller, expert’s technical examination is needed to determine defects, the Seller shall confirm the defectiveness of the goods or the absence of defects after obtaining the relevant expert’s report.
12. The complaint will be accepted in writing under pain of nullity after examination of the defective batch of goods by the Seller or after expert’s examination. If the complaint is accepted, the Seller agrees to replace the defective goods with defect-free goods at its own expense within the period agreed by the parties. If the replacement of the goods is impossible, or it involves additional expenses for the Seller, the Seller has the right to refuse to replace the goods and refund the appropriate part of the price to the Buyer.
13. The Seller is exempted from liability for non-performance or improper performance of the agreement in the event that this is due to defects in the goods related to the manufacturer's improper performance. In addition, the Parties exclude the Seller's liability under statutory warranty in this case. The Seller's liability under the statutory warranty is also excluded if the Buyer has repaired the goods without the Seller's written consent.
14. In other cases, statutory warranty rights expire six months after the date of delivery of the goods.
15. The Seller does not assure the suitability of the goods for a particular application. The risk related to the purpose and application of the goods sold under the agreement lies solely with the Buyer. Any information in this regard is provided by the Seller out of courtesy and cannot be considered as a basis for specific application.
16. The initiation of a complaint procedure does not relieve the Buyer from the obligation to pay the price for the goods delivered.

§ 7.

RETURN OF GOODS

1. The goods may be returned only with the consent of the Seller, after the Buyer sends information about the dates and numbers of the Seller's invoices that were issued for the returned goods.
2. The Seller shall not be liable for returns made without the Seller’s consent.
3. In cases where the goods are returned by the Buyer due to circumstances attributable to the Seller, the return is made by issuing a correcting invoice for 100% of the value of the returned goods, and the shipping cost of the returned goods is paid by the Seller.
4. Where the goods are returned not through the fault of the Seller, the return is made by repurchasing the goods and the shipping cost of the returned goods is paid by the Buyer.
5. In the case of standard goods offered by the Seller, the repurchase price of such goods is determined by subtracting 10% from the price for such goods paid by the Buyer, while in the case of goods imported to the Buyer's order, the goods may not be returned.

§ 8.

DELAYS IN PAYMENT AND DELIVERY, LIABILITY

1. In the event that the Buyer delays payment of all or part of the price for the goods delivered, the Buyer shall pay the Seller statutory interest for the delay.
2. When the Buyer's payment is insufficient to satisfy several outstanding debts, the Seller shall first credit the payment to the oldest debt and, in the case of several debts of equal maturity, according to the order of invoices; amounts on account of a given debt may be credited first to related outstanding accessory performances. Buyer's stipulation to the contrary at the time of payment shall be ineffective.
3. If the Seller delays the delivery of the goods by more than 1 week, the Seller shall pay the Buyer liquidated damages in the amount equivalent to 0.2% of the price of the goods delivered after the deadline for each day of delay. However, the damages may not exceed 10% of the price of the goods delivered after the deadline.
4. The Buyer shall pay to the Seller a one-time liquidated damages in the amount of 25% of the price of the goods not collected on time if the Buyer delays collection for more than 30 days from the contractually agreed delivery date. Should the Buyer fail to collect the goods within this period, the Seller may additionally withdraw from the agreement. Withdrawal from the agreement by the Seller does not relieve the Buyer from the obligation to pay the said liquidated damages. In the event that the Seller withholds the delivery of goods to the Buyer due to the circumstances referred to in § 4(13) and (14) of these General Terms and Conditions, the Buyer shall be deemed to be in delay with collection and liquidated damages shall be charged.
5. If the damage exceeds the stipulated liquidated damages, the Seller shall have the right to seek compensation in line with general principles.
6. The Seller shall not be liable for the failure to deliver the goods on time if this is due to the supplier's failure to deliver the goods on time.
7. Compensation for damage caused to the Buyer in connection with non-performance or improper performance of the agreement is limited in each case to the net price of the goods covered by the agreement, and the Seller may only be liable for foreseeable and typical damage to the Buyer.
8. As all the amounts owed to the Seller are insured, the Seller has the right to withdraw from all or part of the agreement with immediate effect in the event that the insurer withdraws insurance coverage on the amounts owed to the Seller by the Buyer. In order to avoid termination of the agreement, the Buyer may provide the Seller with additional security which the Seller may accept or refuse.
9. If the Seller performs the agreement only in part, the Buyer does not have the right to withdraw from the agreement in the part performed.
10. The Parties have the right to waive the liquidated damages referred to in this section.

§ 9.

JURISDICTION, LAW

1. Any disputes will be resolved by a court of competent subject matter jurisdiction.
2. The agreement shall be governed solely by the provisions of Polish law.