General Sales Conditions Voiter Sp. z o.o.

&1. General provisions

1. The General Conditions of Sale specify the rules for concluding Sales Agreements by Voiter Sp. z o.o. and are an integral part of all Sales Agreements concluded by Voiter Sp. z o.o. and the Buyer (collectively, the "Parties").
2. General Terms and Conditions of Sale shall be binding upon the Buyer upon their delivery at the conclusion of the Contract or upon enabling the Buyer to read the content easily. General Terms and Conditions of Sale are placed by Voiter Sp. z o.o. on the website www.voiter.pl and other publicly available information materials Voiter Sp. z o.o.
3. The Sales Agreement may contain different provisions from those resulting from the General Terms of Sale. In this case, the Parties will be bound by the provisions of the Sales Agreement.
4. In the event of a conflict between the General Terms and Conditions of Sale and the regulations or standard contracts used by the Buyer, the Sales Agreement shall not include those provisions which are contradictory.
5. In the event mentioned in points 4 & 1, the Parties are obliged to immediately inform each other of any contradiction. The parties have the right to refuse to conclude the Agreement if they do not agree in a timely manner as to the scope of application of the General Conditions of Sale.
6. If the Parties have entered into another contract with each other related to the regulation of sales or distribution rules, in the event of a conflict between the provisions of the contract and the General Terms of Sale, the provisions of this contract shall apply.
7. Information, data contained in publications and on the website relate to the current state of knowledge, research and have been described to the best of our knowledge. Basic statements present general attestations, tests and permits issued by authorized bodies. Published materials are protected and it is possible to modify them based on knowledge resulting from the latest experience. Errors and omissions are not excluded in the published materials. All drawings, photos and trademarks are the property of Voiter Sp. z o.o. Copying, extracting, reproducing, etc. of our materials requires written permission.

&2. Conclusion and validity of contracts

1. Each submission of an order is tantamount to the conclusion of the sales contract and consent to the application of these GTCS, if the Seller confirms this order in a manner accepted by the parties in accordance with the regulations below.
2. The order should be submitted in writing and specify the exact name, address and NIP of the Buyer, assortment, quantity of the ordered goods, place of delivery, date of receipt from the Seller and be stamped with the company stamp and signed by the person authorized to place orders on behalf of the Buyer. It is also possible to place orders via email. The order is then considered effective. The seller will confirm this order in whole or in part.
3. The Seller may accept (confirm) the order in whole or in part. In the order confirmation, the Seller provides the quantity and type of goods being the subject of the sale, its price as well as the date and method of payment for the goods. The delivery date and payment deadline are considered to be in favor of the Seller.
4. The buyer is obliged to collect the goods within the time agreed by the Parties.
5. Offers, advertisements and price lists are non-binding, unless otherwise specified in a given offer or price list.
6. The Buyer shall not be entitled to resign from the order after confirmation of the order by the Seller in whole or in part.
7. All amounts paid by the Buyer towards the order constitute an advance payment, however, it has the effect that in the event of the Buyer's withdrawal from the order for any reason, the Seller shall be entitled to keep the advance payment and cover the costs incurred by the Seller in connection with the acceptance of this amount. and order processing. If any part of the advance payment made by the Buyer remains in such a situation, such remaining amount of the advance may be returned to the Buyer at his written request.
8. Value added tax (VAT) is added to the price included in the price list, offer or confirmation of the order in accordance with applicable regulations.
9. In the event that the price is set in Polish zlotys and the exchange rate changes between the date of the contract and the date of performance of the contract, the Seller shall have the right to change the price according to the change in the foreign currency exchange rate determined according to Table A of average foreign exchange rates announced by the National Bank Polish.

&3. Terms of payment

1. The date of payment (cash) is the date on which the funds were credited to the Seller's account.
2. In the event of late payment, the Seller shall have the following rights at his choice:
   2.1 Payment of interest on the terms set out in the Act on payment dates in commercial transactions or other currently binding regulations,
   2.2 Settlements of any payment made by the Buyer for any invoice first against interest for delay, followed by the oldest amounts due. This provision waives the debtor's entitlement to include payment towards the receivables of his choice towards the Seller (arising from Article 451 §1 of the Civil Code), to which the Buyer hereby agrees,
   2.3 Has the right to request the return of goods for which the Buyer has not paid, and these goods have already been delivered to the Buyer. He may also claim damages if the goods have been worn or damaged, especially if the value of the goods received from the Buyer's warehouse is lower than the amount of payment that the Buyer should pay for the goods received,
   2.4 May refuse to issue another batch of goods,
   2.5 Has the right to immediately settle all obligations of the Buyer towards the Seller and demand payment of all existing obligations at once, irrespective of the payment dates or other agreed payment dates, to which the Buyer hereby agrees,
   2.6 Has the right to cancel the discounts and rebates granted for future orders.
3. The parties hereby exclude the possibility for the Buyer to make any deductions from payment due to the Seller. This does not exclude the possibility of the Seller unilaterally deducting its own claims against the claims of the Buyer.
4. The parties hereby also exclude the possibility of assigning any claims of the Buyer to the Seller, unless the Seller agrees in writing.
5. The Seller has the right to ownership of the goods purchased by the Buyer, until full payment for the goods and related goods, such as costs of transport, insurance, packaging (reservation of ownership of the thing sold). Until the price has been settled for the purchase of goods from the Seller and the remaining costs arising from the contract have been paid, the Buyer may not perform any activities that would result in the sale or encumbrance of the purchased goods, in relation to which the reservation of ownership remains in force.
6. Payment to the hands of the Seller's representative may only be made on the basis of a written power of attorney granted by the Seller to accept payment by that representative
7. The discount for cash payment requires separate agreement. In the event of such an agreement, the discount is calculated on the net price after deduction of the discount and other discounts as well as the costs of transport, insurance and packaging incurred by the Seller. A prerequisite for granting the discount is that there should be no arrears in the Buyer's settlement of previous payments.
8. The submission of a bill of exchange or check by the Buyer shall not constitute payment, unless the parties otherwise agree in writing.
9. In the event of payment difficulties with the Buyer, in particular in the event of a delay in payment, the Seller is entitled to suspend the performance of the contract and make its further performance conditional on payment of the price before delivery, or to request additional security that guarantees the fulfillment of existing obligations. payment of the Buyer to the Seller. In addition, any existing obligations for which the Seller has given the Buyer permission to delay their payment become due. The Buyer agrees to the above.
10. In the event of overdue payments, unpaid interest on late payments, or the exceeding of the credit framework by the Buyer, the execution of subsequent orders shall be suspended until the relevant payments have been made.
11. The Buyer surrenders unconditionally and irrevocably the right of retention arising from previous or other current contractual relations on the basis of which the Seller has already delivered the goods to the Buyer.
12. Submitting a complaint does not entitle the Buyer to withhold payment for the goods or for part of them.

&4. Place of delivery, cost of transport

1. The place of fulfillment of the Seller's performance is the place of unloading the goods. This does not apply to cases where the goods are not transported by means of transport provided by the Seller - then the place of performance is the place where the goods are released. These rules also apply when the benefit is met.
2. In the event of arranging that the transport is carried out by the Seller, the Seller is obliged to deliver the goods to the agreed place without unloading them and on condition that the access roads are adapted to heavy transport.
3. Upon the release of the item by the Seller, the Buyer shall be subject to the benefits and burdens associated with the item and the risk of accidental loss or damage.
4. The agreed delivery dates apply to the Seller only if the Seller confirms the delivery date in writing.
5. The buyer is obliged to immediately and professionally unload the goods, no later than within 3 hours of arriving at the place. The buyer bears the cost of unloading. In the event that the Buyer has not unloaded within the 3-hour period, he shall also bear the costs of stopping the vehicle with the driver.
6. The buyer has the right to indicate another, additional place for unloading the vehicle with the goods. In the event that delivery of the goods to an additional unloading place results in an extension of the transport route or a significant increase in transport costs, then the additional transport costs arising in this way shall be borne by the Buyer.
7. In any case, the Buyer is obliged to pay the costs associated with waiting for the unloading of the goods and any other costs and is liable to the Seller for damages resulting from such delay.
8. Freight data are not binding. Prices are based on freight and shipping costs as of the date of the offer. Subsequent changes shall be charged to the benefit or expense of the Buyer, as appropriate.
9. The buyer also bears the costs of packaging the goods for transport, fees for packaging and pallets used to transport the purchased goods, as well as costs caused by the need to secure transport or protect materials.
10. Costs and losses resulting from unjustified refusal to accept the goods, including additional costs and transport risks, shall be borne by the Buyer.
11. Return of goods is possible only if the Seller confirms the conditions of acceptance of this goods.
12. If the Buyer changes the place or date of delivery after confirming the order, the Buyer shall cover all costs resulting therefrom.
13. The buyer is obliged to carefully examine the completeness of the shipment directly on delivery and determine any deficiencies or damage to goods caused during transport.
14. The Seller hereby authorizes the Buyer, and the Buyer undertakes to complete all formalities related to the complaint procedure related to the carriage of goods. The buyer is required to require the carrier to make an annotation about the damage on the waybill or to request a damage report upon receipt under pain of loss of damages.
15. Extraordinary events, external, unpredictable and impossible to prevent at the date of conclusion of the contract, including in particular war, fire, epidemics, strikes, blockades, boycotts, lockouts or any other similar circumstances that are beyond the control of the Party. (force majeure), release the Seller from the obligation to keep the assumed deadlines for the performance of the sales contract for the duration of them.
16. Force majeure shall also be understood as disputes between employers and employees, including between the employees of the Seller and the Seller, strikes, interruptions in the functioning of the supplier's plant not caused by the Seller, disruptions in communication, or acts of state authority hindering performance of the concluded Agreement.

&5. Packaging

1. The Seller will make every effort to ensure that the goods to be delivered to the Buyer are properly packaged.
2. The Seller shall not be liable for damages resulting from the properties of the material used usually used to pack goods of a given type.
3. In the event that the goods should be delivered on pallets, the Seller will use single or reusable pallets. The issue of returning reusable packaging is determined individually.

&6. Warranty, complaints

1. The buyer declares that he is not a consumer within the meaning of art. 22 (1) of the Civil Code.
2. Pursuant to these GTCS, the provisions of the Civil Code on warranty for defects of goods do not apply to the concluded contract. In such cases, the Seller may, at his choice, accept the Buyer's complaint if he considers it justified and if the following conditions are met:
   2.1 The complaint will be reported immediately and it will be in writing,
   2.2 If the complaint relates to the quantity of goods resulting from incorrect packing, the complaint should be reported no later than on the day following unloading, and if it concerns damage in transit - it should be reported on the day of unloading, however it is necessary to place annotation about the improper condition of the goods at the time of unloading on the waybill and confirmation by the carrier's representative,
   2.3 If the complaint relates to the quality of the goods, they must be reported within seven days of the date the defect was found,
   2.4 If the complaint is justified, it is possible to exchange the product for a new one, free from defects or to apply a discount. Considering the complaint in the manner described above excludes the possibility of demanding further compensation,
   2.5 Until the final consideration of the complaint, the Buyer is obliged to store the goods subject to the complaint with due diligence, so that there is no damage or deficiencies, as well as the loss of properties that this product possesses,
   2.6 The Seller shall not be liable for improper storage of goods, damage caused by unloading due to the fault of the Buyer or a third party,
   2.7 The condition for considering the complaint is also the possession by the Buyer of photographic documentation showing the type and size of the defect giving rise to the complaint and forwarding this documentation to the Seller.

&7. FINAL PROVISIONS

1. The Parties will aim at amicable settlement of any disputes related to the interpretation or performance of the Sales Agreement.
2. The court competent to settle any disputes will be the court competent for the seat of Voiter Sp. z o.o.
3. In matters not regulated in the General Terms and Conditions of Sale, the provisions of Polish law shall apply.