General terms of sale

§ 1 (Subject of the GTS)

1.Under the GTS and on the terms set out therein, ADJATECH METALWORKING undertakes to sell and/or deliver to the Contractor the Goods specified in the Offer, by the deadline and at the price stated therein, and the Contractor undertakes to accept the ordered Goods and pay the price due.

2.Lead times for the Goods, the terms of individual deliveries and the amounts due to ADJATECH METALWORKING in this respect will be specified in each Offer.

3.Delivery (pickup) of the Goods will take place by the date specified in the Offer in each case. In the event of a delay in delivery (pickup) of the Goods for reasons attributable to the Contractor, the Contractor is obliged to pay ADJATECH METALWORKING the contractual penalty referred to in § 5 para. 1 letter b of the GTS.

4.The net price specified in the Offer, plus VAT, applies to the Goods.

§ 2 (Offer)

The Offer means the offer for Goods submitted by ADJATECH METALWORKING to the Contractor, containing in particular: the type of Goods, the unit price, the validity period of the Offer, the payment deadline and the terms of transport of the Goods under the Incoterms 2010 rules specified in each Offer.

§ 3 (Obligations of the Contractor)

By accepting the terms of the Offer, the Contractor also accepts the GTS and undertakes to:

a)strictly maintain trade secrecy, which means in particular information concerning the content of the Offer, the organizational structure of ADJATECH METALWORKING, the financial settlement rules applicable between the Parties, and other matters related to the production and distribution of the Goods that have been disclosed to the Contractor and not previously made public,

b)refrain from any actions that could adversely affect the image of ADJATECH METALWORKING,

c)accept the ordered Goods and pay the price on time,

d)promptly inform ADJATECH METALWORKING of any circumstances that affect or may affect the proper fulfillment of the Order.

§ 4 (Fulfillment of Offers by ADJATECH METALWORKING and Acceptance of Goods)

1.ADJATECH METALWORKING will fulfill an Offer only if, during the validity period of the Offer, the Contractor sends to ADJATECH METALWORKING by e-mail or fax, or delivers in person to the registered office of ADJATECH METALWORKING, an order signed by a duly authorized person, containing the symbols of the ordered Goods, the type of packaging and the proposed delivery date.

2.After ADJATECH METALWORKING receives an Order, it will decide whether to confirm acceptance of the Order for fulfillment by sending the Contractor an appropriate confirmation (hereinafter the "Order Confirmation") by fax or to the e-mail address specified in the Order. ADJATECH METALWORKING is not required to give reasons for refusing to accept a given Order for fulfillment.

3.Where the Offer stipulates that fulfillment of the Order requires prior prepayment of 100% of the gross Order price (hereinafter the "Prepayment"), the Order will be fulfilled – after the Order Confirmation has been sent to the Contractor – only if the Contractor pays the Prepayment by the date stated on the invoice delivered to the Contractor together with the Order Confirmation. Failure to pay the Prepayment by the date stated on the invoice means that the Order is deemed void. If the Prepayment is paid after the date stated on the invoice, ADJATECH METALWORKING will assess whether fulfillment of the Order is possible and, if so, will specify a new delivery date to the Contractor.

4.Where ADJATECH METALWORKING has introduced changes to the Offer in the Order Confirmation, the Contractor is obliged to approve those changes by the date specified in the Order Confirmation. If the Contractor does not agree to the above changes (or does not respond within the above deadline), the Order is deemed void. The Contractor's consent to the above changes means that the Offer is understood as the original offer together with the changes specified in the Order Confirmation and accepted by the Contractor.

5.The Goods ordered by the Contractor will be manufactured in accordance with the technological documentation held by ADJATECH METALWORKING (technical specifications, etc.). All ADJATECH METALWORKING Goods are manufactured in accordance with the quality system developed by ADJATECH METALWORKING.

6.Each Order is placed subject to the reservation that ADJATECH METALWORKING does not know the intended use of the Goods, which ADJATECH METALWORKING hereby declares. The Order will be fulfilled in accordance with the guidelines of the Contractor, who determines the technical parameters of the Goods on its own and at its own responsibility, taking into account all relevant aspects of their manufacture and use, in particular the expected technical strength of the Goods.

7.Deliveries of the Goods take place under the Incoterms 2010 rules specified in the Offer, unless the Parties agree otherwise, subject to paragraph 8 below.

8.Regardless of the Incoterms 2010 rule selected, the risk of damage to or loss of the Goods passes to the Contractor upon commencement of unloading of the Goods.

9.The Customer is obliged to accept the Goods and unload them at the place of destination on the delivery date. Where delivery (transport) is arranged by ADJATECH METALWORKING, the Customer must unload the vehicle with the Goods within 2 hours of the vehicle's arrival at the place of destination. If the Customer fails to unload within this time, the Customer shall bear the vehicle demurrage costs at the carrier's rate. With the consent of ADJATECH METALWORKING and the carrier, the Customer may designate an additional, alternative unloading location. The Customer shall bear all additional costs of delivering the Goods to the alternative unloading location.

10.Delivery of the Goods shall be confirmed by the Customer (or persons authorized by the Customer) in the delivery documents presented by ADJATECH METALWORKING.

11.Unless expressly agreed otherwise, persons authorized by the Customer to confirm delivery of the Goods in the delivery documents are understood to be the driver and any other persons who present themselves at the ADJATECH METALWORKING premises to collect the Goods or, where collection takes place at a location other than the ADJATECH METALWORKING premises, persons present at the place of delivery. The Customer must notify ADJATECH METALWORKING in advance of the persons authorized to collect and confirm a given delivery of Goods. In such a case, the authorized persons shall be obliged to confirm their identity at the request of the ADJATECH METALWORKING representatives actually making the delivery of the Goods, in particular by presenting appropriate photo identification. If there is any doubt as to the identity of the authorized persons, which includes in particular their failure or refusal to present the appropriate documents, the ADJATECH METALWORKING representatives shall be entitled to refuse to release the Goods to them. Refusal by ADJATECH METALWORKING to release the Goods for the above reason shall be deemed equivalent to the Customer's delay in collecting the Goods, to which § 5 section 1 letter b of the GTS applies.

§ 5 (Customer's Liability)

1.The Customer shall be obliged to pay ADJATECH METALWORKING a contractual penalty:

a)in the event of withdrawal from an Order being fulfilled by ADJATECH METALWORKING – in the amount of 100% of the gross Order price,

b)in the event of the Customer's delay in collecting the Goods – in the amount of 5.0% of the gross Order price for each day of delay,

c)in the event of disclosure of information constituting a trade secret within the meaning of the GTS to an unauthorized third party – for each breach – in the amount of:

–PLN 1,000,000.00 (one million zlotys) – for Customers with whom ADJATECH METALWORKING generated annual revenue exceeding PLN 500,000.00 gross in the year preceding the year in which ADJATECH METALWORKING became aware of the breach;

–PLN 100,000.00 (one hundred thousand zlotys) – for all other Customers.

2.ADJATECH METALWORKING reserves the right to claim damages exceeding the amount of the stipulated contractual penalties.

§ 6 (Invoicing and Payment)

1.The price specified in the Offer includes the cost of packaging.

2.Invoices will be issued by ADJATECH METALWORKING in Polish currency (Polish zlotys) or in euros.

3.Prices stated in euros in the Offer may be converted on the invoice into Polish currency (PLN) based on the NBP foreign currency selling rate, table C, as of the invoice issue date.

4.ADJATECH METALWORKING reserves the right to change the value of the Offer (and consequently of the Order) in the event of changes in tax rates, in particular changes in the VAT rate.

5.Invoices will be delivered to the Customer together with the delivery (collection) of the Goods to which they relate, or sent to the Customer together with the Order Confirmation where a Prepayment is required. The Customer consents to receiving invoices electronically at the e-mail address specified by the Customer.

6.Payment of amounts due under an invoice shall be made by bank transfer, within the period specified in the Offer, to the ADJATECH METALWORKING bank account indicated on the delivered invoice, unless the invoice specifies a different (shorter or longer) payment term.

7.Title to the delivered Goods passes to the Customer only upon the Customer's payment of all amounts due to ADJATECH METALWORKING.

8.In the event of any claims by third parties (seizure, pledge, right of retention, etc.), the Customer is obliged to point out that the Goods are subject to retention of title.

§ 7 (Complaints Procedure)

1.General Provisions

1)All complaints regarding the Goods will be handled in accordance with the provisions of the GTS.

2)For the purposes of the GTS, a complaint means a claim by the Customer under the warranty for physical defects of items (Goods) purchased from ADJATECH METALWORKING (in particular castings, rubber products, and rubber-coated metal shafts and rollers). A complaint understood in this way is hereinafter referred to as a "Complaint" or, collectively, "Complaints".

3)If ADJATECH METALWORKING accepts a Complaint as justified, ADJATECH METALWORKING shall unilaterally make a decision, binding on the Customer, on the type of remedy to which the Customer will be entitled. In the complaint notification, the Customer may indicate the type of remedy referred to in the preceding sentence, but such indication is not binding on ADJATECH METALWORKING.

4)The remedies referred to in item 3 above are repair of the Goods, a price reduction (discount), or replacement of the Goods with defect-free ones.

5)If a Complaint is accepted as justified, ADJATECH METALWORKING will first attempt to repair the Goods complained about.

6)ADJATECH METALWORKING is obliged to examine whether the Complaint is justified and to inform the Customer of the decision made and how it will be carried out.

7)If the Customer does not submit, in writing, in the delivery documentation (or in the Goods receipt documentation) upon completion of the delivery of the Goods, any reservations regarding the quantity and type of the delivered (received) Goods, the Parties shall consider the delivery (receipt) to have been duly performed by ADJATECH METALWORKING in this respect.

8)The liability of ADJATECH METALWORKING under the warranty for legal defects of items (Goods) is excluded.

2.Basic Terms of the Complaints Procedure

1)A Complaint must be submitted by the Customer exclusively via the complaint notification form available on the ADJATECH METALWORKING website: www.adjatech.pl. The completed complaint notification form must be sent by e-mail to: biuro@adjatech.pl.

2)A complaint notification is considered complete when the ADJATECH METALWORKING Sales Support Department receives from the Customer a properly and legibly completed complaint notification form and the necessary materials, including photos.

3)Photos relating to the complaint notification must be attached in the format file_name.jpg to the e-mail in which the complaint notification form is sent.

4)Samples relating to the complaint notification must be sent to the following address:

Adjatech Metalworking Sp. z o.o.
ul. Gnieźnieńska 26, Janikowo
62-006 Kobylnica

with the mandatory note: Sales Support Department.

The shipment must contain the following information:

5)The Customer shall bear all costs related to processing an unjustified Complaint.

6)ADJATECH METALWORKING undertakes to respond to the Complaint within 40 days of the date on which the Customer submits a complete complaint notification.

3.Rules for delivery of the complained-about Goods and for their repair or replacement with defect-free Goods

1)If ADJATECH METALWORKING accepts a Complaint as justified, the Contractor may ship the complained-about Goods to ADJATECH METALWORKING only after obtaining shipping approval from the ADJATECH METALWORKING Sales Support Department.

2)The Contractor must ship the complained-about Goods within 7 days of obtaining shipping approval from the ADJATECH METALWORKING Sales Support Department.

3)After obtaining the approval referred to in item 1 above, the complained-about Goods must be shipped to the following address:

Adjatech Metalworking Sp. z o.o.
ul. Gnieźnieńska 26-28 Janikowo
62-006 Kobylnica

with the mandatory note: Complaint return.

The shipment must contain the following information:

4)The Contractor bears the costs and risk of shipping the complained-about Goods. The complained-about Goods must be delivered to ADJATECH METALWORKING properly secured for transport, so as to rule out any defect arising from causes attributable to the Contractor or the carrier.

5)The ADJATECH METALWORKING Sales Support Department checks every time that the complained-about Goods received match the data in the complaint form. The Contractor bears all costs resulting from any discrepancy between the complained-about Goods and the data in the complaint form.

6)Once ADJATECH METALWORKING has successfully verified the complained-about Goods received, as referred to in item 5 above, ADJATECH METALWORKING will send the Contractor defect-free Goods (following repair or replacement) within a period set individually, counted from the date the complained-about Goods are received.

4.Contact

If you have any questions or doubts about the handling of Complaints, please contact the ADJATECH METALWORKING Sales Support Department, tel. +48 61 662 43 37, e-mail: biuro@adjatech.pl.

§ 8 (Duration of the GTS)

The GTS apply to all Orders placed by Contractors with ADJATECH METALWORKING from January 1, 2016.

§ 9 (Severability clause)

If any provision of the GTS is, becomes, or is found to be invalid or ineffective, this does not affect the validity or effectiveness of the remaining provisions of the GTS. In such a case, the Parties are obliged to replace the ineffective or invalid provisions of the GTS with provisions of the agreement between them that most closely correspond in substance to the intended purposes of the GTS.

§ 10 (Final provisions)

1.Polish law governs the GTS and the resolution of any disputes arising from sales and/or supply agreements concluded with Contractors. Matters not regulated in the GTS are governed first and foremost by the provisions of the Polish Civil Code.

2.Any disputes arising from sales and/or supply agreements will be resolved by the court of general jurisdiction with subject-matter jurisdiction seated in Poznań; if a district court has jurisdiction, this will be the Poznań – Stare Miasto District Court in Poznań.

3.The provisions of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (Journal of Laws of 1997, No. 45, item 286, as amended) do not apply to sales and/or supply agreements.

4.Each Party will promptly inform the other Party of any change in the persons authorized to receive Goods and to make and sign statements on behalf of the Party, and of any change in address details. If no such notice is given, statements made by previously authorized persons and delivered to the previous address details will be deemed properly made and delivered, respectively.