General Terms and Conditions of Sale and Delivery

                          § 1 Scope of application

1. 
   
   These General Terms and Conditions of Sale and Delivery (hereinafter referred to as “GTCSD”) constituting general terms of agreements within the meaning of Article 384 of the Civil Code, apply to sales and supply contracts (hereinafter referred to as “Contracts/Orders”) for goods or services (collectively referred to as “Goods”) supplied by the company under the name the Institute of Laser Engineering Limited Liability Company with its registered office in Bielsko-Biała at Kustronia Street 39, Bielsko-Biała (43-300), entered into the register of entrepreneurs kept by the District Court Katowice-East in Katowice, VIII Commercial Division of the National Court Register under the number KRS 0000550225, with Regon 361084589, NIP 9542754007, having a share capital of 5,000 PLN (hereinafter referred to as the “Supplier” or “Institute”), to the purchasers and recipients of Goods (hereinafter referred to as “Recipients”). The GTCSD do not apply to Contracts concluded with consumers.
2. 
   The GTCSD are provided to the Recipient as an integral part of the commercial offer prepared by the Supplier, conveyed to the Recipient during negotiations leading to the conclusion of the Contract/Order or attached as an integral part (appendix) to the Contracts/Orders concluded by signing a separate contract document. Effective provision of the GTCSD to the Recipient also includes notifying the Recipient of their availability on the Supplier’s website: https://www.ii-laser.pl.
3. 
   Acceptance of the GTCSD by the Recipient in case of one order of Goods signifies their agreement to be bound by them also in terms of subsequent orders.
4. 
   The GTCSD apply to the extent that they are not excluded by the Parties in writing under penalty of nullity. Any deviations from the GTCSD are effective only if they result from the Supplier’s offer constituting an offer within the meaning of the Civil Code or have been explicitly accepted by the parties to the Contract/Order in writing under penalty of nullity.
5. 
   In the event of any discrepancies between the GTCSD and the contract template established by the Recipient, only the abovementioned GTCSD shall apply. The GTCSD are in force from January 1, 2024.
6. 
   Sales catalogues, technical specifications, price lists, advertising materials related to goods are solely informative and do not constitute an offer within the meaning of the Civil Code. They constitute an invitation to negotiations only.

• 
  
  2 Offers and orders

1. 
   
   If not indicated otherwise in the Supplier’s offer, it does not constitute an offer within the meaning of the Civil Code.
2. 
   Unless otherwise agreed, the conclusion of the Contract/Order occurs as a result of the Supplier’s confirmation of the order (“Order Confirmation”). The Order Confirmation is the Supplier’s response to the Recipient’s Order or the Supplier’s Response to the Recipient’s approved offer.
3. 
   The contract is considered concluded at the moment the Order Confirmation sent by the Supplier reaches the Recipient. The Order Confirmation includes confirmation of the essential content of the Parties’ agreements and includes the content of the GTCSD or reference to the GTCSD. The Order Confirmation must be made at least in the form of email or fax under penalty of nullity.
4. 
   In the case where the Supplier remains in a continuous business relationship with the Recipient, the lack of an immediate response from the Supplier to the order shall not be considered as the conclusion of a supply contract by the Parties.
5. 
   In the event of a change or cancellation of the delivery by the Recipient, the Recipient is obliged to reimburse the Supplier for all costs incurred for the delivery and to pay the Supplier a fee proportional to the part performed, as well as to pay the Supplier a contractual penalty in the amount of 10% of the value of the order.
6. 
   Payment of the contractual penalty does not deprive the Supplier of the right to seek compensation from the Recipient on a general basis.
7. 
   The Supplier may, no later than two weeks before the delivery date, through written or email notification to the Recipient, without incurring negative legal consequences towards the Recipient, in particular the obligation to pay damages, at their discretion withdraw from or suspend the fulfillment of the Order in whole or part, or with the consent of the Recipient, execute the Order on changed conditions.
8. 
   The Supplier may condition the further fulfillment of Orders on advance payment for the Order being executed (prepayment) or for Orders not yet paid in whole or in part or the establishment of an appropriate financial security – if there is an increase in the costs of fulfilling the Order, a delay or an impossibility of fulfilling the Order, as well as in case of payment delays or failure by the Recipient to collect the goods produced according to the previous order or if the Supplier considers that the financial situation of the Recipient has deteriorated in such a way that it justifies the assumption that the Recipient may fail to meet their contractual obligations or in the case detailed in § 4 item 5 of this GTCSD.

 

• 3 Prices and payment terms

1. 
   
   Prices within the meaning of the GTCSD are prices that include delivery in accordance with Incoterms ® 2020 EXW (Ex Works).
2. 
   The Supplier may condition the initiation of production on an advance payment  being paid by the Recipient. The Supplier may require a prepayment from the Recipient even if this was not expressly stated by the Parties in the agreement.
3. 
   In the event of a significant change or cancellation of the execution of the Order by the Recipient, including the commissioning for the preparation of the implementation of special profiles production, regardless of the right to reimbursement of costs and the right to demand compensation, the Supplier has the right to retain the received advance payment.
4. 
   Unless otherwise agreed, the Recipient is obliged to pay the sales/delivery price of the Goods before the Goods are released. In case of sales with deferred payment terms, the Supplier undertakes to issue a VAT invoice for the entire value of the Goods, and the Recipient undertakes to pay the amount of the invoice by the due date indicated on the invoice.
5. 
   In the event of default in payment, the Supplier will charge statutory interest for a delay in commercial transactions.
6. 
   In case of default in payment, all payments shall first be applied to the payment of due interest.
7. 
   The Recipient is not authorized to withhold payment on the grounds of complaints or other claims related to the performance of the delivery which the invoice addresses. The Recipient waives the right to offset mutual claims against the Supplier’s claims stated on the invoices for deliveries.

• 
  
  4 Delivery execution

1. 
   
   Delivery is performed based on the rules of Incoterms ® 2020. In the absence of a rule chosen by the Parties, delivery will be made based on the EXW (Ex Works) rule.
2. 
   The Supplier is not liable to the Recipient for delays in the transport of products, including delays caused by the carrier.
3. 
   In case of the Recipient directly collecting goods from the Supplier, the Recipient is required to collect the products within 5 days from the notification of the possibility of collection.
4. 
   The Supplier has the right to withhold the shipment of products and to notify the Recipient immediately if, in the Supplier’s opinion, the means of transport does not meet the necessary technical requirements.
5. 
   In case of delay in the receipt of products by the Recipient, the Supplier is entitled to charge storage costs at a rate of 20% of the value of the products per annum. If the Recipient does not collect the goods within 21 days from the notification of readiness for collection, the Supplier will call upon the Recipient to immediately collect the goods, setting another 7-day deadline. After an ineffective expiry of the aforementioned period, the Supplier has the right to scrap the goods and charge the Recipient with the costs of the entire Order (order value) reduced by the scrap value and to charge an additional contractual penalty of 10% of the Order price.
6. 
   When accepting the Goods, the Recipient should confirm the correctness of the delivery on the delivery document used by the Supplier by signing it by an authorized person within the meaning of the Agreement. On the part of the Recipient, persons entitled to sign delivery documents will include, in particular, employees who physically accept the Goods. Upon receipt of the Goods from the carrier, the Recipient is obliged to examine the parcel to determine if it has been damaged in transit in any visible way. If such damage is found, a commercial protocol should be prepared with the carrier’s participation. If at the time of taking over the parcel, its condition did not raise any objections, and the damage could have been identified during its unpacking, but no later than within 7 days from unpacking, further unpacking should be stopped and the Supplier’s representative should be called to prepare a commercial protocol.
7. 
   The Supplier reserves the right to an excess or shortfall of products in the amount of up to 15% of the quantity covered by the Order. In such a case, the Recipient is obliged to make payment for the delivered quantity of products, in accordance with the agreed price.
8. 
   In case of the Supplier performing services on the material entrusted by the Recipient, for technological and production reasons, the Supplier reserves the right to a loss of up to 5% of the entrusted material.
9. 
   The weight of products, indicated on drawings in kilograms per meter, is approximate and is not binding for the Supplier.
10. 
    The Supplier is bound by the factory tolerance of dimensions and shape of products, based on European standards unless other sizes have been agreed upon.
11. 
    The agreed price is modified proportionally to the price of aluminum according to the London Metal Exchange listings on the day of purchase and the aluminum melting price.
12. 
    Changes in currency exchange rates, increased customs duties, insurance premiums, transport fees or other fees that have occurred after the delivery contract was concluded, affecting the increase in the cost of delivery execution, shall be borne by the Recipient and do not require a contract amendment.
13. 
    In case of delivery of goods in returnable packaging, the Recipient undertakes to return the packaging within 21 days from the day of delivery. If the packaging is not returned within the aforementioned period, the Supplier will charge the Recipient for the cost of these packages by issuing a respective VAT invoice.
14. 
    On every last working day of the month, the Recipient who has returnable packaging is obliged to inform by email about the number of returnable packaging they possess.

• 
  5 Retention of title

1. 
   
   Until the full price is paid in the amount as in the Order Confirmation, the Supplier reserves the ownership of the delivered Goods that are the subject of this order.

• 
  6 Warranty / Reporting defects / Limitation of liability

1. 
   
   The Supplier provides the Recipient with a one-year warranty on the delivered Goods (Warranty). During this time, the Recipient has the right to report defects of the Goods, after this period the right to make claims is no longer valid.
2. 
   Reporting reservations about the quality of the delivered Goods (complaint) should be made immediately after their detection and before any use of them, no later than within 14 days from the detection of the defect.
3. 
   The Supplier undertakes to examine the complained Goods within 14 days of the notification of the complaint or to notify the Recipient of the recognition or rejection of the complaint. Any deviations of the properties of the delivered Goods from the properties of previously presented samples of Goods, which are not reference samples, do not constitute defects of the Goods.
4. 
   Under the GTCSD, the Supplier is obliged to remove defects of the Goods or to deliver defect-free products. The Supplier decides on the method of complaint settlement.
5. 
   The Parties exclude the Supplier’s liability towards the Recipient for warranty for physical defects of the products, in accordance with Article 558 of the Civil Code in connection with Article 612 of the Civil Code, and assume that the Supplier’s liability for damages is limited to damage caused intentionally.
6. 
   In case of an unjustified claim, the Supplier may charge the Recipient with the costs incurred in considering the complaint.
7. 
   The Supplier’s liability to the Recipient for lost profits, contractual losses, and any consequential losses is excluded.

 

• 7 Tools and design documentation

1. The Supplier is obliged to perform the Order in accordance with the content of the Order Confirmation. Permissible deviations from the Order Confirmation content are specified in these terms.

 

2. In the case of production of Goods according to the Recipient’s pattern, the Recipient must attach design documentation to the order.
3. If the fulfillment of the Order is based on the Recipient’s design documentation, the Supplier shall not bear any liability resulting from the defects of the design documentation unless the damage occurred due to the Supplier’s intentional fault. If the Order is executed according to the Recipient’s indications regarding the method or technology of production, the Supplier shall not bear any liability for this, in particular the liability for improper fulfillment of the obligation, unless the damage occurred due to the Supplier’s intentional fault.

 

4. The Supplier is not liable, in particular, for compensatory liability, for the nonconformity of the delivered Goods with the intended or assumed purpose by the Recipient, in particular for the correctness of the final construction.

 

5. Tools, dies, and other equipment necessary for the implementation of production of profiles are manufactured by the Supplier. The conditions for the preparation and implementation of profile production are determined by the offer. All costs for the implementation of production are non-refundable to the Recipient.

 

6. Tools, dies, and other equipment remain the property of the Supplier; however, the Supplier is not authorized to sell to third parties profiles made on the abovementioned tools and dies without the Recipient’s consent.
7. In the event that deliveries/sales to the Recipient are not made for a period of 4 (in words: four) years, the Supplier has the right to scrap the tools, dies, and other equipment used for the given production. In the event of resumption of deliveries, the Recipient will bear the additional costs of implementation (restarting) of production. The Supplier is authorized to extend the abovementioned period or charge the Recipient with storage costs of the tools, dies, and other equipment used for the given production at the rate of 250EUR per piece per year.

 

• 8 Copyrights / Industrial property rights

 

1. If the execution of the Order is based on documentation provided by the Supplier, the rights arising in the course of the execution of the Order, in particular proprietary copyright, industrial property rights including patents, rights to utility models, industrial designs, trademarks remain the property of the Supplier.

 

2. In a situation where the delivery of products is based on documentation supplied by the Recipient, the Supplier does not bear any responsibility for the infringement of copyright and industrial property rights or any other rights of third parties. In the event of infringement or threat to the above-mentioned rights, the Recipient is obliged to satisfy all resulting claims.

 

3. The Recipient declares that: ….
4. a) they hold copyright to the Work or have concluded a license agreement with the author regarding the Work, i.e., an aluminum profile and drawings based on which the dies for the production of aluminum profiles have been or will be made, within the meaning of the Act of February 4, 1994 on copyright and related rights (hereafter: the Work);
5. b) the Work does not infringe the rights of third parties, is free of borrowings, and there are no other circumstances that could expose the Supplier, directly or indirectly, to liability towards third parties due to the exploitation of the Work;
6. c) the technical solution in the form of the ordered aluminum profile does not violate the broadly understood intellectual and industrial property rights of third parties, in particular industrial property rights (under the Act of June 30, 2000, Industrial Property Law), i.e., in particular patent, protective rights or registration rights.

 

• 9 General provisions

 

1. The proper law for the GTCSD and Agreements is Polish law. Matters not regulated shall be subject to the relevant provisions of the Civil Code and other relevant applicable Polish laws.

 

2. The court proper for the settlement of disputes arising in connection with the application of the GTCSD and related to the execution of Agreements shall be the court proper for the Supplier’s seat. The Supplier is also entitled to bring an action before the court proper for the Recipient.
3. In the case of changes to the GTCSD during the Agreement, the Supplier will inform the Recipient about the changes. If the Supplier does not receive a statement regarding the non-acceptance of changes within 10 working days after the Recipient has received information about the change in the GTCSD, it is considered that the changes have been accepted by the Recipient.

 

4. In cases where the Parties have reserved e-mail as sufficient for the validity of their actions, the receiving party shall acknowledge receipt of the correspondence electronically, or the Message will be considered as properly delivered after 72 hours from the moment of its sending.

 

5. Information about the procedure for handling personal data by the Institute is available at https://www.ii-laser.pl. This link refers to the privacy statement and policies established for compliance with relevant personal data protection regulations, including the EU General Data Protection Regulation.
6. The Polish language version is the binding version.