GENERAL SALES CONDITIONS

Stargard, 1st April 2023

General Sales and Delivery Conditions STARGUM Stankiewicz Sp. j.

§ 1   Definitions

1.Seller – STARGUM Stankiewicz Sp. z j., ul. Cieplna, 73-110 Stargard, NIP: 8542434414

2.Purchaser - any entity (natural or legal person), domestic or foreign, with whom the Seller is connected by legal relations arising from an agreement for sale, delivery or any other agreement, as well as any entity that intends to conclude such an agreement with the Seller and any entity, on whose order and cost goods are delivered,

3.GSADC, as well as terms such as the "Conditions", "these Conditions" and other used in a similar context - General Sale and Delivery Conditions of the STARGUM Stankiewicz Sp. j.,

4.Goods / Product - commercial goods subject to sales performed by the Seller,

5.Agreement - an agreement for sale or delivery of commercial goods, concluded with the Seller, irrespective of the form and name adopted by the Parties, including the Purchaser's order accepted by the Seller in the order confirmation,

6.Order - a statement supplied by persons authorised to represent the Purchaser, addressed to the Seller, containing the will to conclude an Agreement and at least the necessary elements of the agreement for sale, i.e. the type of goods, their quantity and price, made in writing or in the electronic form (e-mail etc.),

7.Defect – a visible to the naked eye or hidden non-compliance of the subject of the agreement with the Agreement,

8.Carrier / Freight Forwarder - an entity acting on behalf of the Seller or the Purchaser, executing transport of commercial goods to the place specified by the Parties in the Agreement. –

9.Civil Code  - The Polish Civil Code (legislation in force in 2012 as amended)

§ 2   Application

1.Save where otherwise expressly agreedin written between the Seller and its Customer, these GSADC are applied to all business relations (all offers and agreements for sale and delivery related to all goods and services marketed) between STARGUM Stankiewicz Sp. j. (The Seller) and its Customer (The Purchaser).

2.The GSADC constitute an integral part of each order placed by the Purchaser to the Seller and shall be valid throughout the duration of the Agreement.These GSADC shall alone apply.The Purchaserthrough placing an order or physical acceptance of an invoice issued by the Seller or receipt of ordered goods declares that he is familiar with and accepts these Conditions and Price list in full. Contrary conditions or conditions of the Customer or contracting partner which differ from these GSADC will not be accepted unless the Seller has specifically acknowledged them in writing in an individual case.

3.The general or special Terms and Conditions of Agreements used by the Purchaser shall not be accepted by the Seller and shall not apply to offers, agreements and deliveries regulated by these conditions, unless the Seller has stated expressly in writing, and only upon his making such a declaration, that such Conditions of Agreements are applicable to a particular transaction. A consent to use such Conditions of Agreements shall not mean that they have to or will have to apply to other transactions concluded between the Purchaser and the Seller.

4.If a submitted offer and an agreement concluded between the Seller and the Purchaser contain provisions which differ from those contained in the offers and agreements governed by the GSADC without the express exclusion of their application, the remaining provisions of the GSADC shall remain in force.

5.Any deviations from the GSADC shall be valid only if they are executed in writing or in the electronic form (e-mail etc.) by authorised persons.

6.The GSADC shall apply only in dealings with entrepreneurs and public or state entities.

7.Illegality, invalidity or unenforceability of any provision contained in the GSADC shall not affect legality, validity and enforceability of the remaining provisions of the GSADC and the application of other provisions. In such an event, the Seller in consultation with the Purchaser shall replace the aforesaid provision by a valid provision, which will be the most similar to the previous one in terms of its economic meaning and purpose.

§ 3   Product information, offers, samples

1.All technical information regarding the goods included in the Seller’s commercial offer, conversion factors, sizes and quality, resulting from catalogues, brochures and other advertising material submitted by the Seller are approximate data and are valid only in the scope they are accepted by both Parties.

2.Advertisements, commercials, catalogues, price lists and other information addressed to clients shall not constitute an offer. Also a letter with the attached GSADC, despite being entitled with the word "offer" shall not constitute an offer within the meaning of the Civil Code. Such a letter shall be only a response to the inquiry and present the range of goods being the subject of the inquiry and the General Sale and Delivery Conditions.

3.Information about the product delivered, in particular its parameters, properties or mixing ratios are approximate, and the enclosed mode of application is only a recommendation. Such data do not give rise to vindication of claims arising from a defective subject of the Agreement. The same provision applies to results of chemical and physical analyses provided by the Seller to the Purchaser.

4.Product information, including that from the Seller’s experience and knowledge, shall not relieve the Purchaser from inspection of the product for its suitability for the purpose intended by the Purchaser. This provision shall also apply where the Seller previously provided samples of the product.

5.When using the product the Purchaser shall be responsible for compliance with applicable laws, health and safety regulations and processing of the subject of the agreement in accordance with technical and professional knowledge.

6.Approvals, certificates, declarations of conformity or other evidence of quality of the goods shall be attached to the delivered goods, if such a requirement is stated in the order or agreement. The Seller shall not verify the technical information contained in approvals, certificates and other documents certifying quality.

§ 4   Packaging of Goods

1.The Seller shall make every effort to ensure that the goods are properly packed.

2.If the Purchaser does not specify at the appropriate time, but not later than within 5 working days before shipment of goods by the Seller, the method and type of packaging and the means of transport, which is to be used for the delivery, the Seller may freely, with due diligence, make a choice of packaging and transport, with no guarantees for the selection of the fastest and cheapest way to ship the goods.

§ 5   Prices

1.Unless specified otherwise under a separate agreement, the price for the offered goods shall be the price included in the commercial offer as of the date of the order, which has been confirmed by the Seller.

2.Prices included in the commercial offer are net prices. Prices do not include a VAT tax which shall be added at the rate applicable on the date of the invoice.

3.Offers made by The Seller are valid for a period of 30 days from the date of the offer

4.Prices in the commercial offer:

- Incoterms 2010: Prices EX STARGARD/KOSTRZYN NAD ODRĄ basis

- if goods are delivered on the territory of the Republic of Poland, include insurance and fees associated with transport or packaging,

- if goods are delivered outside the Republic of Poland, transport costs and other additional fees associated with transport shall be agreed individually while placing an order. Lack of such arrangements shall mean that the costs are borne in full by the Purchaser.

5. If between the conclusion of the agreement and its performance there is a significant change of economic conditions, in particular the prices of raw materials or wages change significantly, the Seller shall be entitled, within eight weeks of the change of conditions, to adjust the price in proportion to his higher costs in relation to the costs as of the date of the agreement. At the Purchaser’s request the Seller shall provide a list of the aforesaid costs. This clause shall also apply to changes of customs duty, compensation costs, excise duty, taxes and other administrative or public charges related to the subject of the agreement.

6. Price calculation shall rely on the quantity, weight or volume of the subject of the agreement at the moment the goods leave the Seller’s plant.

7. The Purchaser’s obligation for payment of the price shall be updated at the time of the effective placement of an order, unless the Seller consented to payment within another agreed time limit, including partial payments.

8.The Seller, if he agreed to payment of price for the purchased goods in parts, has the right to require at any time that the Purchaser pay an advance or provide a security before the Seller makes a delivery / sale or a subsequent delivery / sale. If the Purchaser fails to pay the required advance or provide a security, the Seller may, at his discretion, withhold delivery of goods or withdraw from the agreement as appropriate.

9. The Seller shall be entitled to credit the Purchaser's payment on account of a debt of his choice, if the Purchaser has not reserved a repayment of specific obligations while making the payment.

10. The Purchaser shall not be entitled to retention on the grounds of disputed claims.

11. In case of infra EU delivery the Purchaser should present immediately after delivery in any form (e-mail or per post) confirmed delivery documents (Delivery Note/Packing list and CMR) with sign, company stamp and order’s delivery date to prove that delivery succeed. In case of non-presentation of above listed documents The Seller is authorized to correct the Invoice and add 23 % TAX.

§ 6   Conclusion of the Agreement

1.The order shall not be binding for the Seller if it is not confirmed by the Seller in writing or in the electronic form (e-mail etc.) by authorized persons.

2.The Seller shall not be obliged to accept and carry out the Purchaser’s order.

3.Seller’s objections raised to an order shall be binding for the Purchaser, unless he notifies his comments within 24 hours. If the Purchaser submits comments, the Seller shall be bound by the order only if new conditions of the order are confirmed in writing.

4.If there is an agreement on cooperation for regular supplies, each single delivery shall be treated as a separate sale agreement. The provisions of these conditions of the agreement shall apply accordingly.

§ 7   Implementation of the Agreement

1.The dates of delivery shall be determined by the Seller in the confirmation of the Purchaser’s order.

2.The time limits for delivery of the subject of the agreement, resulting from the Agreement, shall run from the day following the day of order confirmation by the Seller, however it shall be extended by a period of Purchaser's delay in taking actions under the obligation to cooperate, in particular, in payment of a possibly agreed advance, deposit or providing the Seller with information necessary to determine the possibility of providing the subject of the agreement on time.

3.The date of delivery shall be deemed met if the goods are released on a fixed day to a person authorised to accept the goods, including the carrier or freight forwarder, from the Seller's warehouse. If the Purchaser failed to indicate the place of delivery, the date of delivery shall be deemed met if the goods are ready for release on the fixed day.

4.If, without the Seller's fault, the Agreement cannot be implemented on time, the date of delivery shall be deemed met upon notification by the Seller of his readiness to implement the Agreement.

5.The Seller shall not be liable for a failure to observe the time limits for delivery, if the reason for the non-observance of the time for delivery was force majeure. Force majeure shall be considered in particular: a strike, a lockout compliant with the law, the prohibition of entry and exit, lack of raw materials or energy, a fire, significant interruptions in the functioning of the plant or transport as well as other circumstances not caused by the Seller that substantially hinder or prevent the supply or implementation of the Agreement, regardless of the fact whether they occur at the Seller’s, freight forwarders’, suppliers’ or in any of further subcontractor’s places.

6.Until the cessation of the obstacles the Seller may withhold or restrict supplies. In such a case, the course of delivery shall be suspended in relation to all or part of the delivery affected by the interruption until the cessation of the obstacle.If implementation of the Agreement due to force majeure is impossible or leads to a loss on the side of the Seller in the amount higher than 30% of the value of a given order, the Seller shall be entitled to partial or total withdrawal from the Agreement within 30 days after the emergence of such obstacles, unless the obstacles have ceased during that time and the Purchaser is still interested in implementation of the Agreement. In such a case, claims for damages are excluded. The Seller shall have this right even if the events referred to above occur or affect subcontractors or suppliers.

7.In none of the aforesaid situations may it be deemed that the Seller has not performed or improperly performed his obligations, and the Purchaser shall not be granted the right to claim damages or contractual penalties.

8.Each delivery can be performed by the Seller in parts, yet without falling into delay in relation to the other parts. The final determination of the amount, type and time limits for delivery shall be decided by the Seller.

9.The Purchaser shall have the right to withdraw an order, which takes place in writing, otherwise it is null and void. In such an event the Purchaser shall be obliged to cover all costs incurred by the Seller related to implementation of such an order.

10.If the Seller is delayed with implementation of a particular delivery or if its implementation becomes impossible, the Purchaser may withdraw from the agreement for the remaining deliveries, yet without the right to claim compensation for the deliveries that have not been made. The right to withdraw from the Agreement in such cases does not apply to delivery of special commercial goods made according to the Purchaser's requirements. In relation to the aforesaid commercial goods the Parties shall be obliged to cooperate to agree upon a new date of delivery.

11.If the Parties have not defined in the Agreement who is responsible for delivery of the subject of the agreement, the obligation to organize the delivery rests with the Purchaser. In such a case, the Agreement shall be deemed executed by the Seller at the place and time when goods are placed at disposal of the Purchaser. At the moment the Agreement is implemented by the Seller the benefits and burdens associated with the goods and the danger of accidental loss or damage of the goods shall pass on the Purchaser. The Seller shall be obliged to notify the Purchaser about the place where the goods are made available, unless the Parties have defined it in the Agreement. The Purchaser shall be obliged to accept the goods from the place where the subject of the Agreement is made available to the Purchaser within the time limits specified by the Seller.

12.If despite the aforesaid notification the Purchaser fails to collect the goods within the time limits specified by the Seller from the place where they were made available, the Seller, at his option, shall be entitled to withdraw from the Agreement within 30 days after the deadline for the receipt or give the goods for safekeeping at the expense and risk of the Purchaser.

13.If the Purchaser decides to use the delivery of goods executed by means of transport of the Seller or his suppliers, the Purchaser shall ensure that access roads to the place of unloading allow entry and exit of the commercial vehicle and provide necessary facilities to enable efficient unloading of the car. For unjustified stoppage at the Purchaser’s place of more than 20 minutes, the Seller may charge the Purchaser with stoppage costs. Moreover, if such a delivery is performed, the Seller reserves the right to change the time and date of delivery, if any inconvenience is experienced on which the Seller has no influence, such as restrictions on traffic, weather conditions, road blocks, etc. If any of the aforesaid circumstances occur, the Purchaser shall not raise any complaints related to a delayed delivery. The delivery lead-terms quoted by The Seller are not binding – save where other stipulated in writing – but will be respected as far as possible. In the event of delays for which The Seller is not responsible, the Purchaser is not authorized to withdraw or to make claims for compensation.

14.If in accordance with the Agreement, the obligation to provide the subject of the agreement rests with the Seller, it is assumed that the place of performance of the Seller’s obligation shall be the place where the head office of the Seller is located. From the moment the subject of the agreement is released by the Seller to the carrier, the benefits and burdens associated with the goods and the danger of accidental loss or damage of the goods shall pass on the Purchaser.

15.Transportation costs on the territory of the Republic of Poland shall be borne by the Seller according to the rate applied by the carrier, and outside the country – as agreed individually by the Parties.

16.Proper implementation of the Agreement by the Seller is contingent on timely receipt of supplies by the Seller from his own suppliers of raw materials.

§ 8   Terms of payment

1.If not otherwise specified under a separate agreement, the deadline for payment of the selling price resulting from a given VAT invoice by the Purchaser shall be 30 days from the date of invoice issuance. Payments may not be deducted with the Purchaser’s due claims against the Seller, unless they have been accepted by the Seller, are not disputed or have been awarded with a legally valid verdict or order for payment.

2.Failure to pay within the time limits specified on the invoice will result in the Purchaser being charged with a penal interest at the statutory interest rate plus 5 percentage points per year. The aforesaid provision does not preclude Seller’s other claims for damages suffered due to a delay in payment.

3.Detection of defects in the goods delivered shall not affect the enforceability of the whole due amount.

4.A payment shall be considered made in full only at the moment when the Seller has at his disposal the entire due amount resulting from the VAT invoice, without any charges and losses.

5.No Purchaser’s claims against the Seller shall entitle the Purchaser to withhold payment for the goods delivered.

6.Where the Purchaser is in arrears with respect to the Seller with payment of any due amounts resulting from any legal relationship, the Seller shall have the right to refrain from execution of the Agreement until the Purchaser provides the outstanding obligation or payment of the price under this Agreement, at the option of the Seller.

7.In the case of debt collection proceedings on the part of the Seller's receivables insurer, the costs of the debt collection commission are covered by the recipient of the goods.

§ 9   Reservation of the title

1.Pursuant to Article 589 Civil Code, all delivered goods remain the property of the Seller until the Purchaser pays of the full price for the whole of the delivered goods (Goods Subject to Retention of Title). Payment of the price for certain batches of goods does not affect the transition of ownership for all goods delivered.

2.If, before payment of the price, the Purchaser sells Goods Subject to Retention of Title to a third party or loses, damages or wears out such Goods, the Purchaser shall be obliged to give the Seller all consideration he gained in return for such Goods or as a compensation.

3.A debt owed to the Purchaser as a result of wear and tear, loss or sale of the Goods Subject to Retention of Title or due to the concluded insurance shall be assigned by the Purchaser to the Seller to secure the Seller's claim for payment of the price or redress of damages, and the Seller shall accept such an assignment.

4.Assignment of Purchaser’s future receivables shall also refer to the balance approved by the Purchaser’s contractor and if the Purchaser’s contractor goes bankrupt - to the balance of claims due to the Purchaser against the bankruptcy estate.

5.As soon as the aforesaid claims arise, the Purchaser shall be obliged to immediately notify the debtor of the assignment.

6.If the Goods Subject to Retention of Title have been processed, the ownership of a newly created product shall be transferred to the Seller to secure the debt arising from the unpaid price.

7.If the Goods Subject to Retention of Title have been combined or mixed by the Purchaser with other products that are not owned by the Seller, and the Purchaser receives the right of ownership or joint ownership for the new product in relation to the Goods Subject to Retention of Title or other combined or mixed products, the Purchaser undertakes to transfer the ownership of such things on the Seller to secure the debt arising from the unpaid price (collateral transfer of ownership).

8.If the Purchaser has not fulfilled his obligation on time or has not supplied collateral, the Seller may also claim a return of the Goods Subject to Retention of Title.  The Purchaser declares his agreement to the entry by The Seller of the reservation of the title in the name and for the accountof the Purchaser in appropriate register. Costs associated with the return of the Goods Subject to Retention of Title shall be borne by the Purchaser. The Goods shall be returned at the price as of the moment of their receipt.  In addition, the Purchaser shall be obliged to send the Seller a precise statement of the possessed Goods Subject to Retention of Title. The Seller reserves the right to further claims for damages incurred, including in particular those in respect to lost profits.

9.Notwithstanding the foregoing, the Seller is entitled to take appropriate steps at any time aiming to protect his rights, in particular to enter the premises as well as the storage and loading areas of the Purchaser, and to have access to all required documents and books.

10.The Purchaser shall be obliged, based on the principle of risk, to maintain the Goods Subject to Retention of Title in good shape, store them in good conditions, separately from other goods, and to insure the Goods Subject to Retention of Title against fire and theft.

11.The Purchaser shall be obliged to notify the Seller promptly about any instituted or threatened enforcement proceedings, including: Goods Subject to Retention of Title, the assigned receivables and other Seller’s collaterals. The Purchaser shall be obliged to transfer to the Seller all documents necessary to protect the rights belonging to the Seller.

12.Seller’s costs associated with the judicial or extra-judicial efforts aiming at the return of the Goods Subject to Retention of Title, the assigned receivables or collaterals, or their exemption from execution shall be borne by Purchaser. The above provision shall also apply to the cost of reasonable judicial intervention, where their execution from the third party proves ineffective.

13.At the Purchaser’s request the Seller may waive his collateral, at its sole discretion, especially if upon the waiver the real value of the collateral exceeds the value of his claims by 20%.

§ 10   Complaints and liability for product defects

1.The Parties restrict the Purchaser's statutory powers under warranty to the rights and principles set out in the subsections hereunder. These GSADC regulate fully and ultimately the responsibility of the Seller under the warranty for the subject of the agreement.

2.Complaints may be submitted only to the Seller in the form and time limits specified in this paragraph.

3.The Seller shall not be obliged to check the suitability of the subject of the agreement for the purposes provided for by the Purchaser. The Seller shall be bound only by the properties or parameters of the subject of the agreement described expressly in the Agreement (conformity of the goods with the agreement).

4.The duty to examine the suitability of the subject of the agreement to the Purchaser's needs and objectives shall rest with the Purchaser. The Purchaser states, by placing an order, that the subject of the agreement meets the needs and objectives of the Purchaser.

5.The Purchaser shall be obliged to perform a quality and quantity inspection of the delivered goods for non-hidden defects, immediately upon their delivery.

6.The  Purchaser shall be obliged to inform the Seller about quantity defects in writing or electronic mail within 24 hours from the date of delivery. The Purchaser shall be obliged to disclose the information about the quantity defects in the shipping documents in the presence of the Carrier. Lack of proper notice by the Seller shall result in a loss of the aforesaid rights. Shall any quantity defects of commercial goods be found, the Purchaser may require delivery of the missing quantities of goods in the time limits agreed by the Parties.

7.The Purchaser shall be obliged to promptly notify the Seller about the existence of the product quality defects visible to the naked eye by registered mail or electronic mail, yet not later than within 7 days of receipt of the subject of the agreement on pain of losing the right to claim the noncompliance of the subject of the agreement with the Agreement.

8.The Purchaser shall be obliged to promptly inform the Seller about the existence of other than the aforesaid quality defects in the goods, by registered mail or electronic mail, but not later than within 14 days from the identification of the defects, and the Purchaser shall be obliged to examine the compliance of the subject of the agreement with the Agreement within 30 days after the performance of the agreement by the Seller on pain of losing the right to claim the noncompliance of the subject of the agreement with the Agreement.

9.If the Purchaser has not performed inspection, notification or examination within the time limits as referred to in subsections 2) to 8) of this section, the subject of the agreement shall be deemed to have been inspected and approved by the Purchaser.

10.If a notice of quality defects in the goods is reported, the Seller shall be entitled to require the Purchaser to send the disputed goods or a minimum of 1 kg of the challenged subject of the agreement or make them otherwise available to the Seller for inspection purposes, which should be made within 7 days of their receipt by the Seller. Should the Purchaser refuse unjustifiably, the Purchaser shall lose the right to claim the noncompliance of the subject of the agreement with the Agreement.

11.Colour range, the individual colour tone and the formulation of the products of The Seller are subject to periodical changes and adjustments. Therefore colour variations cannot be excluded and do not constitute a defect. Due to exposure to sunlight and other climatic or environmental influences, colours of the products supplied by The Seller may change or turn pale over time. Such changes and also the natural abrasion of the rubber granules and the other natural ageing characteristics do not constitute defects.

12.The Seller shall not bear any additional costs associated with transport of the subject of the agreement by the Purchaser to a place different from the place of execution of the agreement, unless the transport corresponded to its intended use, known to both Parties while the Agreement was concluded.

13.If a complaint is accepted, the Seller undertakes to replace the purchased goods with defect-free goods or remove a defect, at the discretion of the Seller. In such cases, the replacement of goods will take place immediately, on condition that defect-free goods are available in the warehouses of the Seller. Otherwise, the replacement will be made at the earliest possible date. Any outlays connected therewith shall be borne by the Seller at his own expense.

14.If defect-free goods are not provided within the aforesaid time limits, the Purchaser may, according to his choice, demand a reduction of the price or withdraw from the agreement. If the Purchaser withdraws from the agreement, he shall be entitled to compensation claims within the limits of the negative contractual interest.

15.If only part of the subject of the Agreement is defective, the Purchaser may withdraw from the entire Agreement only if he demonstrates that it has no legitimate interest to keep the rest of the subject of the agreement.

16.If only some goods delivered and sold are defective and they can be detached from the defect-free goods, the Purchaser’s right to cancel the execution of the order or withdraw from the agreement in relation to execution of his order shall be limited exclusively to the defective goods.

17.If the goods are replaced or defects removed, the Purchaser shall not be entitled to claim  further damages and compensation.

18.The Seller shall be relieved from any liability under the warranty, if the Purchaser knew about the defect in the date of contracting the agreement, placement of the purchase order, submission him of the offer, receipt of a delivery document and in other cases specified in the applicable provisions of law.

19.The Seller shall not be liable for damage resulting from faultiness of goods supplied, if the subject of the Agreement has been used before inspection or examination.

20.The Purchaser who, in spite of the revealed defects, accepts the goods as meeting his requirements may require an appropriate reduction in price.

21.The Seller may refuse to accept the complaint if the goods have been improperly used or processed by the Seller.

22.If, due to defects in goods, the Purchaser withdraws from an agreement for the execution of his order or requests a supply of defect-free goods instead of defective goods, he cannot return the goods without a prior consent of the Seller and determination of the date of the return.

23.The Purchaser shall be entitled to claims and rights resulting from the noncompliance of the subject of the agreement with the Agreement within 6 months from the date when the goods have been released to the Purchaser, unless the Parties have agreed in writing a different period of limitation.

24.If the rights under warranty are exercised, the Seller's liability for damages resulting from the existence of defects shall be excluded under the provision of Article 558 Civil Code. –

25.The Seller is released from any obligation to provide a guarantee for as long as the Purchaser fails to meet his payment obligation to The Seller or does not do in full.

26.The Purchaser can agree over Invoicing electronically via e-mail as PDF document.

§ 11   Other rights and obligations of the Parties

1.The Seller shall be entitled to withdraw from the agreement within 30 days of becoming aware of one of the following circumstances:

-if in relation to the Purchaser or any of its partners or any other entity associated with him, or against the Purchaser's guarantor (if security provided) an application was filed for bankruptcy or initiatiation of any other similar proceedings relating to insolvency;

-if one of the aforesaid persons stopped their payments permanently or temporarily, or their financial situation deteriorated to such an extent that the repayment of debts under this Agreement is in jeopardy;

-if the Purchaser has not discharged his obligation in whole within due time limits, or has not supplied adequate collateral, or has otherwise violated the provisions of the agreement.

2. In the aforesaid cases the Seller shall not be obliged to pay compensation to the Purchaser or incur any other charges associated with withdrawal from the agreement, and Seller’s claims against the Purchaser resulting from any legal relationship shall become immediately due. The Seller shall be entitled to refrain from performing his obligations towards the Purchaser resulting from any legal relationship until his claims are satisfied or the Purchaser has supplied adequate collateral.

3. The Seller shall be liable only for damages incurred by the Purchaser in consequence of wilful failure to perform or improper performance of the agreement by the Seller. In such cases, the Purchaser may demand compensation for the damages therefore incurred up to the amount of the loss suffered (damnumemergens), yet not more than up to the price of the goods ordered.

4. The liability of the Seller or the persons with whose assistance the Seller performs his obligations, or who are entrusted by him with performance of an obligation includes only the effects of acts or omissions of deliberate or gross negligence.

5. The Purchaser releases the Seller from liability arising directly or indirectly from the invalidity of any provision of the Agreement and the Seller accepts the exemption.

6. The Seller shall not be liable for goods used in a manner inconsistent with their intended use and technical properties, in which losses occur as a result of faulty performance or design by the third parties or as a result of failure to observe the manufacturer's recommendations and instructions, as well as Purchaser’s failure to meet certain legal conditions for commissioning of the product or its authorisation to marketing and common use, or possibly its authorisation to marketing and individual use.

 § 11a Confidentiality

1.The Buyer undertakes to keep confidential the terms of the contract/order, as well as all technical information, data on technological processes, financial and commercial information obtained at its conclusion and performance, including those that may constitute a trade secret within the meaning of Art. 11 sec. 4 of the Act of 16 April 1993 on Combating Unfair Competition.

2.All designs, specifications, drawings and photos provided to the Buyer by the Seller are his property and should be handed over to him upon the Seller's request after the order has been completed.

3.The document and content of the order, as well as the very fact of placing the order by the Buyer, are also confidential information.

4.The transfer by the Buyer of the knowledge covered by this confidentiality clause to its subsidiaries, parent entities or entities related by capital or personally (including links with members of the immediate family of shareholders) does not constitute a breach of this obligation.

5.It is not considered a violation of the confidentiality clause to provide information covered by secrecy to legal consultants, auditors of parties, authorities to whom the provision of information is subject to the obligation resulting from generally applicable provisions of law.

6.Confidential information may be disclosed by the Buyer only to the extent necessary for the performance of the contract. The Buyer undertakes to keep secret and not to disclose to third parties or make commercial use (whether for itself or for a third party) or any other Confidential Information received or obtained from the Seller or another entity, if such information was obtained in in connection with the performance of the order, without the prior written consent (under pain of nullity) of the Seller.

7.Confidential information may be disclosed by the Buyer only to those of its associates who need to know it in order to perform the order and who have been informed about the confidential nature of this information and who are obliged to keep this information secret and use it only for the performance of the order.

8.Buyer will be responsible for any unauthorized use of confidential information by anyone to whom it discloses such information.

9.All documents and information provided or obtained by the Advisor should be properly protected against access by third parties, theft or loss. The disclosure of documents or information that is not sufficiently secured constitutes a breach of the Confidentiality Principle.

10.The obligation of confidentiality continues after delivery.

§ 11b Force Majeure

1.Any events beyond the control of the parties and affecting the performance of the delivery/order contract falling within the definition of "force majeure" customarily adopted in the country of the Seller's registered office (in particular natural disaster, forces of nature, fire, random accidents, war, military action, blockade, or strikes preventing the Supplier/Buyer from fulfilling its contractual obligations in whole or in part) release the parties to the contract from liability without the right to claim the other party, provided that the other party is informed about the occurrence of such a case and provides all relevant circumstances of this event.

2.If it is impossible to deliver the Goods within the contractual period due to force majeure on the part of the Seller, the parties allow the Seller to set an additional delivery date.

3.If it is impossible to estimate the expected duration of the "force majeure" preventing the execution of the order or its acceptance, or if this condition lasts for a period exceeding 30 days, both the Seller and the Buyer have the right to withdraw from the order in whole or in respect of the unfulfilled part without the obligation to pay compensation to the other party from this title.

4.Each party is obliged to immediately take all actions to remove the state of force majeure, shorten it or minimize its effects for the other party, and is obliged to notify the other party of the end of the "force majeure" circumstances.

§ 12   Notices and representations of the Parties

1.Unless it follows otherwise from the provisions of GSADC, all notices and representations of the Parties arising out of or related to performance of the agreement of sale and delivery may be sent by registered mail or by electronic mail (e-mail).

2.Notices and representations shall be addressed by the Seller to the appropriate mailing address number or e-mail address provided by the Purchaser in his orders. The Purchaser shall be obliged to immediately notify the Seller about changes of the data included in the order, otherwise the service made to the last known mailing address or e-mail address shall be considered effective.

§ 13   Settlement of disputes and the applicable law

1.Any disputes that may arise in connection with sale and delivery of purchased goods shall be submitted to the decision of the court competent for the registered seat of the Seller. Any disputes shall be resolved in accordance with Polish law.

2.In the matters not regulated by the provisions of GSADC, the appropriate provisions of the Civil Code and the Act of 12 June 2003 on time limits for payment in commercial transactions (Journal of Laws of the Republic of Poland No. 139, item. 1323) shall be applicable.

§ 14   Protection of personal data

1.By accepting the General Sale and Delivery Conditions of the STARGUM Stankiewicz Sp. j., the Purchaser agrees to processing of his personal data by the Seller and the entities acting on his behalf in the country and abroad, in relation to implementation of the agreement of sale and delivery of goods included in the Seller’s commercial offer and for marketing purposes related to the activities of the Seller. The Purchaser shall have all rights under Act of 29 August 1997 on personal data protection (Journal of Laws No. 133, item 883 as amended), in particular he has the right to inspect his own data.

2.The Purchaser shall be obliged to maintain secrecy towards third parties of any data, news, opinions and documents received from or related to the Seller, in particular of the technical and economic know-how (confidential information).

3.The Seller undertakes to maintain secrecy towards third parties of confidential information received from or related to the Purchaser, including in particular, information on prices, terms of delivery and payment.

4.The Parties undertake not to use confidential information for purposes other than for implementation of the objectives of the agreement known to both Parties.

§ 15   Final Provisions

1.The Seller reserves the right to make changes in these GSADC. 

2.No additional oral provisions or no other written or electronic arrangements (via e-mail) have been taken other than those mentioned in GSADC. Any amendments and supplements to the Agreement must be made in writing or in the electronic form (e-mail), otherwise they are null and void.

3.The binding version of GSADC is published on the website of the STARGUM Stankiewicz Sp. j. with provision of the date from which it  is valid.