General Terms and Conditions of Sale and Delivery

1.Order

1.1 The order has been concluded when the seller receives the full payment or the down payment. Received payment is a confirmation that the buyer accepts the order.

1.2 Conditions stipulated by the buyer in addition to or at variance with these General Conditions of Sale and Delivery shall only be valid if expressly accepted in writing by the seller.

2.Prices, terms of payment

2.1 Seller’s Proforma Invoice contains a specific provision to the contrary regarding the applicable Incoterms 2010 clause, all prices shall be net, Exworks unless air or sea freight is added, including packing. Any customs duties or taxes or any other type of charges related to the order which are levied outside the seller’s country shall be borne by the buyer.

2.2 If it applies, remaining payments shall be made by the buyer upon advice that the goods are ready for dispatch.

2.3 Payments shall be done without any deductions, send at the head office of the seller and in the currency as it is stipulated in the Proforma Invoice.

3.Delivery time

3.1 Delivery times stipulated in provided Proforma Invoice shall be deemed to be approximate. The delivery time shall commence with the date of the receipt of the payment, but not before that. All orders shall be deemed to be without obligation, subject to ability to deliver.

3.2 In the event of delayed delivery the buyer has no right to claim damages or to cancel the contract.

3.3 The delivery period will be extended and the date of delivery postponed in the event of force majeure such as epidemics, mobilization, war, riot, labour disputes, damage caused to the plant by natural disaster, embargoes, obstruction of import, export or transit, etc., or other obstacles outside the control of the seller, irrespective of whether these arise with the seller, the buyer or a third party. Each party will itself bear the costs it incurs as the result of an event of force majeure.

3.4 The seller may extend the delivery date without any legal consequences in case of a delivery delay caused due to the impact of the 2019-nCoV virus or any measures/consequences taken in connection therewith. This also includes any delays caused by the delivery failures mainly influenced by seller’s suppliers due to the impact of the 2019-nCoV virus, and postponed and/or delayed sea/air shipments which are beyond the seller’s control. The buyer shall in particular have no claim to termination the order or claim any damages/compensations occurred therewith. Each party will itself bear the costs it incurs as the result of the 2019-nCoV virus.

3.5 If the buyer cancels an order and the delivery, the seller is entitled to compensation for losses. The total amount of compensation may not exceed 15% of the order value of that part of the delivery which the seller has cancelled.

4.Warranty

4.1 The seller’s warranty and liability shall exclude any damage which cannot be proven to have been caused through defective material, faulty design or poor workmanship, such as damage due to normal wear and tear, inadequate maintenance, failure to comply with operating instructions, overworking, unsuitable lubricants and working accessories. Warranty shall apply to defects arising under operating conditions and during proper use.

4.2 The seller undertakes, subject to the following provisions, to rectify the defect impairing the items delivered, if this is due to faulty design, used materials or workmanship.

4.3 The warranty shall commence on the date of invoice, and shall remain in force for 6 months.

4.4 The seller will provide a replacement for defected parts. Quality inspection carried by the local representative will decide whether a replacement can be made, and the defect is due to faulty design, used materials or workmanship.

5.Arbitration, and applicable law

5.1 All disputes arising in connection with the particular order shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The seller is entitled to stipulate the place of arbitration and the language of the proceedings will be English. The arbitrators may not be employed by one of the parties, either as staff, as executives or in any other capacity.

5.2 The UN Convention on Contracts for the International Sale of Goods dated April 11, 1980, is applicable unless otherwise agreed in writing; with regard to all issues which are not covered by this convention, the contract is subject to substantive Poland law excluding conflicts of law.