General terms of sale

Anbi-Tech s.c.

1. General Provisions

This General terms of sales determine principles, on which company Anbi-Tech s.c. with the registered office in Olewin 50A 32-300 Olkusz NIP: PL 637 219 07 15 sells product/goods and is providing services for Buyers indicated in accepted orders or agreements.

The following General terms of sale and the order confirmation are only contractual legislation binding sides in the sale of goods and services. Thereby conditions other than this, determined by the Buyer even if they pointed at the exclusiveness and clearly weren’t rejected by the Seller aren’t applicable. Buyer placing an order he/she is declaring simultaneously that he/she knows and is accepting General sales conditions Anbi-Tech s.c. thus resigning from their own conditions.

The provisions of these General terms of sale can be modified only in writing, under pain of nullity.

Definitions:

• Seller – Anbi-Tech s.c. with the registered office in Olewin 50 32-300 Olkusz

• Buyer – an entity which is the other party to the contract of sale (the counterparty Anbi-Tech s.c.)

• Parties to the contract – the Seller and the Buyer

• Goods – merchandise and products manufactured and /or sold by Anbi-Tech s.c. as part of the agreement with the contracting party or based on ordering the contracting party.

• Agreement – transaction for the sale of goods by way of confirmation of the order.

• Written form – also messages sent via e-mail are regarded as the written form – e-mail, fax.

• Entrepreneur – entrepreneur is a natural person, legal person and organizational unit, not a legal person, whose separate law grants legal capacity – acting on its own behalf business activity. Entrepreneurs are also considered partners in a civil partnership in the scope of their business.

2. Order

1. The conclusion of the contract is made on the basis of the Buyer’s order confirmed in writing by the Seller (order confirmation). In the case of confirmation by email, the order confirmation must be sent from the email containing the Seller’s business domain.

2. The lack of an immediate transfer to the buyer by the Seller of the order confirmation even if the order is imposed the obligation to answer by the Seller within the specified time will not equate with the adoption of the conditions imposed by the buyer.

3. Placing an order itself does not mean that the contract will be effective.

4. Submitted by the buyer’s terms and conditions are not binding on the Seller, unless the Seller directly to confirm in writing to their application.

5. The parties exclude any law provided for the possibility of tacit contract.

6. Any agreements, guarantees, assurances made by employees of Anbi-Tech s.c. are not binding and can not be the basis of any claims against the Seller.

7. Any catalogs, presentations, brochures, offers, information on the website, etc. regarding the goods, products, services sold / provided by Anbi-Tech s.c. -they are only informative and non-binding to the Seller, they only constitute a call for queries and / or orders by the Buyers.

8. In the event of any differences between the terms of the offer of the Seller, and contained in the order confirmation the confirmation of the order will be binding.

9. In the case of the sale of goods on the weight in the order confirmations given weight is the weight of an indicative and may change.

10. All orders are subject to these General Terms of sale and must be in writing.

11. If the execution of an order will not be possible for any reason, Seller will inform the buyer of the total absence of its acceptance or order confirmation will present possible way and the expected completion date of the contract.

12. The buyer is obliged to a detailed analysis of the confirmation of the order. The lack of comment on the sent order confirmation by the Seller during working hours the Seller 7:00-16:00, at the latest within 24 hours from its receipt means its full acceptance. So given the way the execution of the contract is binding for both parties and the buyer does not have the right to withdraw from it except in the cases referred to in the applicable provisions of law.

13. Termination of the agreement may be made only with the written consent of the Seller in another case, the Seller may require the Buyer to pay a contractual penalty in the amount of 100% of the gross order value in the case of special orders (e. g. execution of details on customer order, interference in the material), 30% of the gross order value in the case of the standard commodity. In addition, the Buyer will be obliged to pay the costs incurred by the Seller in connection with the implementation of this order.

14. The Seller reserves the right to implement the order in stages if the Buyer does not pointed that this is unacceptable.

15. Where, for reasons beyond the Seller’s control, such as breakdowns, energy shortages, shortage of means of transport, strikes, illnesses, accidents in production or storage, wars, fires, floods, the requirements of the public or for the manufacturer/supplier of the goods or other random events The Seller will not be able to execute the Contract in whole or in part, shall have the right to withdraw from it in whole or in part. The Seller shall not be liable for any damage caused by such damage and the Buyer shall not be entitled to claim compensation or other claims against the Seller in such situations (to the extent permitted by Polish law).

16. The Seller reserves the right to enter into individual contracts with contractors, which may contain other conditions than specified in these General terms of sale.

17. The Seller may refuse to accept an order for execution without submitting an explanation to the Buyer or accept an order for execution in part.

18. Changing the Buyer during the execution of the order is possible only at the written request of the person placing the order and with the written consent of the new Buyer who declares that he has read the order confirmation and the General terms of sale Anbi-Tech s. c.

19. The sale of services and goods is made exclusively to the Entrepreneurs.

3. Prices and certificates

1. The price for the goods / services sold will be determined each time in the order confirmation.

2. In the event of differences between the order placed by the buyer and offer made by the Seller, for example: reducing the amount of sold goods, material change, the Seller reserves the right to increase prices, change other terms of delivery or withdraw from the contract in whole or in part .

3. In cases where after conclusion of the contract circumstances justifying an increase in the price of goods, for example: increase in the cost of production or purchase prices of the material/goods or an instance of/increase in additional charges related to the execution of the order (e. g. customs clearance) the Seller has the right to increase the price of the goods indicated in the order confirmation.

4. Invoices will be issued separately for each delivery of the goods.

5. The Buyer agrees to pay the price within the time specified by the Seller on the invoice.

6. Invoice without the signature of the Buyer under the confirmed order, shall give rise to the claim for purchase-sale of goods/services.

7. Payment shall be deemed made at the time the funds are credited to Seller’s bank account.

8. If the Buyer fails to meet the time limit for payment arising from invoices, the Seller may demand payment of the maximum statutory interest for late payment from the day after the due date, as well as reimbursement of costs of recovery, court costs, enforcement costs and legal representation.

9. The Seller has the right to demand from the Buyer to pay an advance or a deposit to secure future accounts receivables.

10. In the case of unrealized orders yet, when the Seller has agreed to a deferred payment (bank transfer), he or she can change it at any time. In such a situation, the Buyer will be obliged to pay for the goods before its release or on delivery (cash/pick).

11. Prices quoted by Seller are net prices and will be increased by the tax on goods and services according to the applicable rates.

12. The Seller has the right to suspend the execution of current and future orders or to cancel their execution if the Buyer has been in arrears with payments under any contract concluded with the Seller. Seller is not liable for the resulting damage and Buyer can not have any claims against the Seller in connection with the termination of the contract.

13. For the service of issuance and issuance of material’s certificate (apart from the declaration of conformity) a fee is charged by the Seller.

The delay in the issuance of certificate due to the delay in receipt by the Seller from the manufacturer or supplier cannot be the basis for any claims on the part of the Buyer, or to suspend, reduce or delay the payment resulting from the invoice, the complaint and request other sanction.

14. The Buyer should ask the Seller before placing an order about the possibility of obtaining the certificate and its price. Request for certificate must be submitted no later than at the time of placing the order.This may have an impact on extending the lead time and price of the goods. The consent to issue the certificate to the Buyer must be confirmed by the Seller in the order confirmation each time. In the absence of such confirmation, it is assumed that the certificate will not be issued.

15. The Seller’s certificates, declarations of conformity or other documents indicating the quality of the purchased goods, the material used for the product, its parameters and technical properties do not constitute confirmation by the Seller of the data contained in these certificates/declarations. Therefore, they do not provide assurance that the goods/materials meet the criteria indicated in the mentioned documents. These documents are only information that the goods/materials according to the manufacturer’s declaration have been manufactured in accordance with the criteria indicated in the documents.

4. Intellectual and industrial property rights, reservation and transfer of ownership

1. The Buyer does not acquire any intellectual property rights in the form of licenses, patents, copyrights, trademarks or any other intellectual property rights associated with the purchased goods / products.

2. The Buyer declares that all drawings, files and / or items provided by him to Seller for the purpose of performance of the order do not infringe any third party’s industrial property rights. The Buyer is obliged to inform the Seller of the existing industrial property rights and other known rights. The Buyer will release the Seller from liability for any claims made by third parties and will compensate the Seller for the damages suffered.

3. Sold goods are covered subject to property and remain the property of the Seller until receipt of full payment by the Seller. These goods may not be subject to liens or other load.

5. Delivery and risk transfer

1. Delivery shall be deemed to have been made at the time of delivery of the goods to the Buyer or courier commissioned by either party. At this moment the delivery is completed, thus the risk of loss or damage of the goods passes from the Seller to the Buyer irrespective of who carries the cost of transport.

2. For the purposes of tax law, the service shall be deemed to have been fulfilled at the time of its complete execution and not at the moment of receipt by the Buyer.

3. If the Buyer does not indicate the carrier, the Seller will deliver the goods by the courier to the Buyer to the place indicated, and without the guarantee of the fastest and cheapest way of shipping the goods.

4. Goods will be delivered to the place indicated in the order as the place of delivery.
   In the absence of indication of place, it is assumed that the place of delivery is the Head Office of the Buyer’s company.

5. Seller reserves the right to make partial deliveries.

6. Warranty and liability

1. The Seller completely excludes warranty liability for the products sold, excluding sales to consumers, as long as special provisions so permit.

2. Seller does not provide warranties for the products sold. Notice of defects can be identified individually by the Seller and depend on the circumstances of the case, verified by the Seller.

3. The Seller shall not be liable for damages associated with the supplied good, after his release from the warehouse to the Buyer/courier.

7. Complaints in the case of performance of the order not in accordance with the order confirmation

1. The Buyer is obliged to check the goods on the day of receipt and in case of receipt of goods inconsistent with the order confirmation in question in point II of the General terms of sale, the Buyer is obliged to inform the Seller immediately of the same day.

2. If the Buyer stated that during transport there has been a loss or damage to the goods is required to carry out all the necessary steps to determine the liability of the carrier. The Buyer is obliged to submit his / her comments to the carrier at the time of receipt of the goods and to draw up a protocol of damage or loss of the goods with the carrier, which Buyer must later pass on to the Seller in case of complaint.

3. The rules of acceptance of goods accepted by the Buyer does not exempt him from the obligation indicated in point 2.

4. In the case of receiving goods not in accordance with the order confirmation, the Buyer is obliged to send a written complaint to the Seller containing the order number, all the parameters of the goods, the circumstances of purchase, transportation, storage, processing, photos and the cause of the complaint, to the Seller within a period of three days from the date of receipt of the goods (describe non-compliance).

5. The Buyer undertakes to make deliver the defective goods for inspection by Seller and to cooperate with the Seller in order to settle the complaint to each his call and store the goods throughout the duration of the complaint in a way that does not damage it.

6. Consideration of the complaint will be followed after examination of the advertised consignment by the Seller and / or the manufacturer.

7. The Seller has two weeks to process the complaint.

8. If the Seller states the complaint is justified, the Seller, at his discretion, undertakes either to replace the defective goods with new ones or to remove defects by excluding the possibility of claiming further claims from the Buyer, subject to the provisions of Section VI of these General terms of sale.

9. The defects of part of the goods not in accordance with the order confirmation do not entitle the Buyer to advertise the whole delivery.

10. If the replacement of defective goods or its repair is impossible or involves the Seller incurring additional expenses, the Seller is entitled to refuse repair or replacement of the goods and return to the Buyer the relevant part of the price.

11. The Seller shall not be liable for any physical defect of the product in the event of improper assembly or use which is inconsistent with the technical and performance characteristics, alteration of the goods by the Buyer, third parties or final purchasers, or in the case of improper transportation or storage.

12. The Seller shall not be liable in the event of irregularities arising in the production process on the buyer, or his/her subsequent recipients as a result of inadequate matching of materials by the buyer.

13. Submission of a complaint does not release the buyer from the obligation to pay an amount resulting from the invoice for that order in the specified on the invoice due date.

14. If the claim is deemed by the Seller to be unfounded as a result of not confirming the defects reported, the Buyer is obliged to cover all costs related to the complaint.

15. In the case of a complaint, the Seller does not bear the cost of testing the chemical composition, transport, production, assembly of the advertised goods, or any other costs not directly related to the purchase of the goods or services.

16. The Seller does not ensure the suitability of a given product for a particular purpose. The risk of destination and use of the contractual goods lies solely with the Buyer.

17. The Seller is liable only for damages actually incurred but not higher than the net sales value for the Buyer. The Seller shall in no case be liable for the lost profits.

8. Proof of export, tax on goods and services

1. If the Buyer or a person designated by him, who is established outside the territory of the Republic of Poland receives the goods and transports or sends them to a country outside the European Union, is obliged to submit to the Seller the required by tax laws, a copy of the document, in which the Customs Office referred to in the customs provisions confirmed export of goods outside the European Union and of the identity of the goods delivered by the Seller with the goods exported outside the European Union. If the Buyer fails to provide this document to the Seller within the 25 day of the month following the calendar month receive the goods, the Seller will charge the Buyer the amount of tax on goods and services at the rate applicable to domestic sales for goods supplied. If this document is then delivered by the Buyer to the Seller, the Seller corrects previous load of tax on goods and services.

2. In the case of intra-Community supplies (i.e. from Poland to another EU country), the Buyer is obliged to provide the Seller with his / her valid tax identification number for intra-Community transactions where he/she operates in the territory of another EU country confirming that the goods delivered by the Seller were exported from the territory of Poland and delivered to the Buyer in the territory of another EU Member State, in particular: transport documents received by the carrier responsible for the export of goods from the territory of Poland, which clearly shows that the goods were delivered to their destination in another European Union territory. In the absence of a bill of lading indicated above, the Buyer is required to provide other documents expressly confirming the delivery of the goods to the destination in the country of destination – i.e. the specification and delivery confirmation. If the Buyer fails to provide the Seller mentioned documents by the 25th day of the month following the calendar month of receipt of the goods, the Seller shall charge the Buyer with the amount of the value added tax at the rate applicable to domestic sales for the goods delivered. If these documents are then delivered by the Buyer to the Seller, the Seller corrects previous load of tax on goods and services.

3. The Seller reserves the right to make sales outside of Poland subject to VAT, and upon receipt by the Buyer of documents confirming the export of the goods outside of Poland and delivery to the place of destination, undertakes to correct the invoice accordingly and make an appropriate refund the VAT amount of the original invoice or make appropriate compensation with account receivables due to him/her from the Buyer.

9. Final Provisions

1. General terms of sale form an integral part of the contract between the parties.

2. In the case that one or more provisions of these General terms of sale shall be deemed to be invalid, unlawful or unenforceable, this shall not affect or restrict the validity, legality or enforceability of any remaining provisions.

3. The Buyer may not transfer any rights resulting from the contract with the Seller to a third party without prior written consent of the Seller.

4. The Buyer declares that he/she agrees that data on existing or executed contracts are collected and processed by the Seller and the entities acting on his behalf to perform the order.

5. Any disputes that may arise in connection with the contract shall be governed by the laws of Polish and settled by a Court of competent jurisdiction according to the seat of the Seller. In foreign trade, where the provisions of European Union law do not apply, courts and Polish law are also competent to settle any disputes.

6. The Seller is not obliged to inform about changes to the General terms of sale. The current General terms of sale will be issued upon request of the Buyer and can be found at www.anbi-tech.pl

7. These General terms of sale are valid from 01.09.2016 r.

8. If you use other language versions of the General Terms of sale than the polish version in case of discrepancies between versions, the polish version is always decisive.

Date of renovation 30.05.2017r.