GENERAL TERMS AND CONDITIONS OF SALES

OF PRODUCTS AND SERVICES OF WIKPOL LTD.

I. GENERAL PROVISIONS

  1. These provisions define the terms of each sale of goods and services /hereinafter: GTS/, unless a separate agreement provides otherwise. Different provisions of the contract shall prevail over the GCS, and these provisions shall apply to such extent, in which they are not inconsistent with the provisions of the contract.

  2. These GTS constitute an integral part of the Seller’s offer.

  3. These GTS are available on the website https://www.wikpol.com.pl/en/general-terms-of-sales/

  4. By placing an order, the Ordering Party agrees to include the GTS in the content of the legal relationship between the parties.

  5. Any changes to these GTS and changes to contracts between the parties must be made in writing under pain of nullity.

  6. The declaration of invalidity of individual provisions of the GTS does not affect the validity of the remaining provisions of the GTS.

  7. The Seller is not bound by contract templates / general terms of the contract, terms of purchase, contract templates, regulations, etc. / applied or established by the Ordering Party, even if they have not been explicitly negated by the Seller. These terms and conditions are binding for the Seller only if the Seller consents in writing to a different regulation of mutual rights and obligations of the Parties. Confirmation by the Seller of the acceptance of an order, whose integral part are any documents of the nature of the general terms and conditions of purchase, applicable at the Ordering Party, does not indicate their acceptance by the Seller.

II. DEFINITIONS

  1. “Products” means technological devices, transport lines, automated systems for palletizing, depalletizing, collective packaging, industrial robots, as well as their parts and components, as well as computer software for their operation.
  1. “Services” means the delivery of the Products, assembly services, commissioning services, operator training and warranty services, maintenance services.

  2. „Order” means the will to purchase Products and Services submitted by the Ordering Party in writing, delivered to the Seller in person, by letter, by courier or by e-mail, containing at least: name of the ordered Product and / or Service, the number of the Seller’s offer, the Ordering Party’s data necessary to issue an invoice and contact details, as well as the place of receipt of the ordered Products and Services.

  3. „Order confirmation” means a written declaration of the Seller on the acceptance of the order for execution, submitted to the Ordering Party after receiving the order, confirming the ordered scope of delivery of Products and Services and the place of their receipt and specifying:

    ● price of the Product and / or Service,
    ● schedule and terms of payment,
    ● order execution date,
    ● who covers the delivery cost,
    ● warranty period,
    ● exclusions from the scope of the contract,
    ● installation conditions to be provided by the Ordering Party /including the parameters of the rooms where the Products shall be installed, as well as the scope of construction works enabling the installation of the Products; parameters of the pneumatic, electrical and dedusting installations/,

    ● detailed conditions for acceptance of Products and Services,
    ● additional conditions necessary to carry out the order, in particular information concerning: operating parameters, method of operation of the Product, as well as indication of the quantity and deadline for providing the Seller with materials necessary to carry out tests at the Seller’s premises,
    ● indication of persons responsible on the part of the Seller for the execution of the order.

  4. „Additional Work” means the delivery of Products and Services not included in the scope of work identified in the in the order confirmation.

  5. The term “Seller” means Wikpol Sp. z o.o. with its registered office in Konopnica.

  6. The term ” Ordering Party” refers to any domestic or foreign entity /corporate or natural person/ purchasing Products and/or Services from the Seller.

  7. The term “Party” or “Parties” means the Seller Party and the Ordering Party collectively.

III. CONCLUSION OF THE CONTRACT

  1. Descriptions of Products and Services from the Seller are not an offer within the meaning of the Civil Code and are not binding on the Seller, even if they have been provided with a price.

  2. The condition for the effective conclusion of the contract of sale of Products and Services is placing an order by the Ordering Party and the written confirmation of the order by the Seller /in the form of an e-mail/. Placing an order by the Purchaser does not bind the Seller, and lack of the Seller’s response does not mean that the order was accepted. Only a written confirmation of the order means that the Seller has received the order and accepted it for execution.

  3. If in the course of performance of the contract a need to perform additional work arises, the Seller shall be obliged to perform such work only if a written order to perform such work is received from the Ordering Party along with a statement of acceptance of the valuation of the additional work and the schedule /including the deadline/ for their performance.

IV. TERMS

  1. The time limit for delivery of the Products shall commence on the day the Ordering Party pays the advance payment for the execution of the order, indicated in the order confirmation, and if the order is executed without the advance payment, from the date of the order confirmation.

  2. Any technical comments of the Ordering Party concerning the execution of the order should be submitted to the Seller within 7 (seven) days from the date of confirmation of order acceptation. Technical comments submitted by the Ordering Party after 7 /seven/ days from the date of order acceptance confirmation, differing from the earlier arrangements made by the Parties, are not binding for the Seller and may be treated, provided that the conditions in item II.3 of GTS are met, as an order for additional work. II .3 GTS.

  3. The Seller shall make every effort to deliver the order within the deadlines specified in the order confirmation, however, their completion will depend on timely fulfillment of obligations by the Ordering Party. In case of failure to fulfill by the Ordering Party obligations specified in these GTS and order confirmation, the Seller has the right to withhold the execution of the order until the fulfillment of the above-mentioned obligations, and after their fulfillment by the Ordering Party, to postpone the order execution date.

  4. The Seller shall have the right to extend the order execution date by the time when the Seller is unable to carry out assembly, start-up or adjustment works of the devices for reasons not attributable to the Seller, as well as by the time necessary to perform additional works ordered by the Seller after placing the order.

  5. Meeting the deadline for completion of the order is dependent on timely performance of obligations by the Seller’s sub-suppliers serving to fulfill contractual obligations undertaken towards the Ordering Party by the Seller. In the event of a delay in the execution of an order for this reason, the Seller shall inform the Ordering Party and specify the final date for the execution of the order.

  6. If the Ordering Party is in delay with payment of one or more amounts due, including advance payments, resulting from the agreed payment schedule, the Seller may make the execution of the order/further execution of the order dependent on payment or providing security for such amounts by the Ordering Party. In this case, if the delay in payment exceeds 14 /fourteen/ days, the Seller may, within 12 /twelve/ months from the date of order confirmation, withdraw from the execution of the order.

V. DELIVERY, ASSEMBLY OF THE PRODUCTS

  1. The Seller shall notify by e-mail not later than two days before the delivery date that the Products are ready for delivery.

  2. The products are delivered at the cost of the Party specified in the order confirmation.

  3. The risk of loss of or damage to the Product is transferred to the Ordering Party upon delivery.

  4. In the case of delivery by forwarder or carrier, the risk of accidental loss or destruction of the Product passes to the Purchaser at the moment of the release of the Product by the Seller to the forwarder or carrier.

  5. Each delivery can be carried out by the Seller partially.

  6. Within two days of receiving a written notification of readiness for delivery of Products from the Seller, the Ordering Party is obliged to provide an e-mail with a written confirmation of readiness to accept the Products. In the event that the Ordering Party fails to confirm readiness to accept the Products by the aforementioned deadline or fails to take delivery at the agreed date, the Seller shall have the right to store the Products at the Ordering Party’s risk and to charge the Ordering Party with the costs of storage. Storage costs in such case, amount to 0.05% of the order value, not less than PLN 500.00 for each day of storage, starting from the planned delivery date. Moreover, in the above-mentioned circumstances the Seller is authorized to suspend the execution of the order until readiness to accept the Products is confirmed and the Contractor is also authorized to unilaterally change the Order completion date.

  7. The Ordering Party is obliged to check the compliance of the Products with the order specification upon delivery. He is obliged to check in particular: the condition of the shipment as well as the quality, quantity and range of the delivered Products. The Ordering Party shall be obliged to accept the delivery and sign a delivery acceptance protocol, and in the case of discovering quantity shortages or transport damage – to notify the Seller within 3 working days from the date of delivery, under the pain of ineffectiveness of a complaint submitted on these grounds at a later date.

  8. The Purchaser shall ensure that the Products are unloaded at the place of delivery. The costs of unloading and the risk of possible damage to the Products during unloading shall be borne by the Purchaser. The Ordering Party is obliged to ensure transport of the delivered Products to the place of installation and to secure them.

  9. In case of unavailability on the domestic market of devices and components for the execution of the order or in case of acknowledgment by the Seller at the design stage of the need to change the type/model of the device, the Seller is entitled to use in order to carry out the order, other devices and components than those indicated in the order confirmation and the commercial offer, provided that these devices and components ensure the functionality and parameters of the Product as specified in the order confirmation.

  1. In the event of an unjustified refusal by the Ordering Party to sign a protocol of delivery of the Product, the Seller shall be entitled to unilaterally draw up a protocol of acceptance of the delivery, authorizing the payment of a part of the remuneration according to the payment schedule indicated in the order confirmation.

  2. Works related to assembly and commissioning of the Products take place on working days from Monday to Friday, from 8 am to 4 pm. 8-16.

VI. ACCEPTANCE OF PRODUCTS AND SERVICES

  1. Conditions for acceptance of Products and Services are set out in the order confirmation.

  2. In the event of unjustified refusal by the Ordering Party to sign a protocol of acceptance of the Product and Services, the Seller shall be entitled to unilaterally draw up a protocol of acceptance authorizing payment of remuneration in accordance with the payment schedule indicated in the order confirmation.

  3. The Purchaser’s commencement of use of the Products prior to their acceptance is equivalent to acceptance of the Products and Services by the Purchaser and authorizes the Seller to unilaterally draw up a protocol of receipt of the Products, binding both Parties to the contract. Such protocol shall be the basis for payment of remuneration in accordance with the payment schedule specified in the order confirmation.

  4. If a defect in the Product is found upon acceptance, but such defect does not make the operation of the Product impossible and does not affect the safety of its operation, the Parties shall establish the time limit for the removal of the defect by the Seller, whereby it shall be deemed that the acceptance has been completed and the Product may be operated. The Ordering Party’s comments as to color, method of assembly and workmanship, arrangement of elements or their ergonomics shall not be considered defects, provided that they were made in accordance with the art of engineering, applicable regulations in Poland and requirements specified in the order and order confirmation.

  5. Ownership of the Products and Services delivered shall pass to the Ordering Party upon acceptance.

VII. PRICE

  1. The Product and Service Prices specified in the offer and order confirmation are net prices /without VAT/. To each net price VAT will be added, which will be shown directly on the invoice, in the amount resulting from the regulations in force on the date of issuing the invoice.

  2. All costs that may arise during the performance of the contract, e.g. repackaging, handling, insurance, bank charges, bank and insurance guarantees and other charges and taxes applicable during the performance of the contract, shall be borne by the Ordering Party unless otherwise agreed by the Parties.

  3. The Prices for the Products and Services specified in the offer are for standard construction of the Products and standardized Services. An additional fee may be charged if additional technical solutions are applied. The price for Products and Services does not include additional work.

  4. Seller has the right to change the Price in case the Ordering Party has made changes to the order, after its confirmation by the Seller.

  5. In the event of different arrangements between the Parties, the price of the Product / Service is the price resulting from the order confirmation.

VIII. TERMS OF PAYMENT

  1. Payment terms are specified in the order confirmation.

  2. Invoices issued by the Seller are due on the date indicated on the invoice. In the event that the Purchaser fails to make payment by the due date, the Seller shall be entitled to charge statutory interest for delay in commercial transactions.

  3. The date of payment shall be the date on which the funds are credited to the Seller’s bank account.

  4. All payments will be made by bank transfer to the Seller’s bank account at Bank PKO BP S.A. II Branch in Lublin, number 90 1020 3150 0000 3602 0054 6804.

  5. In settlements between the Parties, the application of any mutual deductions shall be excluded.

  6. Fulfillment of warranty claims shall not release the Ordering Party from its obligation to make payment for the Products/Services within the agreed time.

IX. LIABILITY AND CONTRACTUAL PENALTIES

  1. The Ordering Party is responsible for the correctness and completeness of the data included in the order or documentation submitted to the Seller.

  2. The Parties exclude from mutual liability: compensation liability of each of the Parties for lost profits, including in particular profits, future revenues, damages and penalties paid by the Parties to their contractors, as well as for indirect or consequential damages that may or may be suffered by the other party from due to non-fulfillment of the order or its improper implementation.

  3. The Seller shall not be liable to the Purchaser for defects in products made by the Purchaser using Products supplied by the Seller.

  4. The Seller shall not be liable for non-performance of an obligation in case it is due to circumstances beyond the Seller’s control /force majeure/. This includes, but is not limited to, incidents such as strikes, acts of terrorism, war, epidemics, delivery/transport/production problems, acts of legislative or regulatory authorities and natural disasters, indirect or consequential damages, such as lost profits, lost wages, lost data or anticipated savings in the event of failure, delivery/receipt of the equipment.

  1. The Seller shall pay the Ordering Party a contractual penalty in the amount of 0.01% of the net Price for each day of delay in the delivery of the Product, to which these GTS apply, but not more than 5% of the net Price, with the provision that the right arises on the part of the Ordering Party from the 3rd week of delay.

  2. In the event that the Seller fails to meet the order completion dates for the reasons referred to in Section IV items 3-6, the Ordering Party shall not have the right to claim damages or contractual penalties from the Seller.

  3. The total value of compensation for all causes, including for contractual penalties charged on the basis of the order, cannot be higher than 10% of the net price.

X. WARRANTY

  1. The Seller provides the guarantee of quality /in the meaning of Article 577 of Civil Code/ for the Products and Services sold on the terms specified in these GTCS.

  2. The warranty period begins on the date of acceptance of the Product/Services by the Ordering Party and ends after 12 months, provided that the warranty lasts no longer than 15 months from the date of delivery of the Product, unless the Seller has agreed to other conditions in the Seller’s offer and order confirmation.

  3. The Ordering Party shall be obliged to use the Products in accordance with their intended purpose, with due regard to safety, all rules and regulations regarding the use and maintenance of the Products as specified in the operating instructions.

  4. Warranty notifications will be processed through the Notification Handling System or, in special cases when this system is unavailable, by sending them to the e-mail address serwis@wikpol.com.pl or by phone from Monday to Friday between 8:00 a.m. and 4:00 p.m. to the following number: +48 81 503 23 30. Notification via e-mail also requires simultaneous phone contact with the Seller.

  5. The Seller shall perform warranty repairs within a reasonable time, taking into account the time required to complete spare parts and the possibility to organize a service team. The Seller is not liable for any damages incurred by the Purchaser as a result of failure or malfunction of the Product.

  6. In the event that the parts of the Product that can be disassembled by qualified personnel of the Ordering Party are damaged, their repair will take place at the Seller’s premises after the Ordering Party sends the above-mentioned elements at the expense of the Seller.

  7. The cost of repairing defects and damages resulting from improper operation or as a result of operation of equipment and systems not supplied by the Seller, as well as the costs of unjustified service calls, including the costs associated with the handling of requests for notification of activities related to the current operation of the line, shall be borne by the Ordering Party. The cost of service work, used materials and replaced parts will be estimated according to the current price list of the Seller.

  1. Warranty obligations of the Seller:

    ● do not include intentional or unintentional damage to the Products as a result of operation and maintenance that is inconsistent with the operating instructions supplied to the Ordering Party, including damage resulting from inadequate protection by the Ordering Party of the Products following a failure,
    ● do not include consumable items and items subject to natural wear and tear during operation, including but not limited to: light bulbs, fuses, batteries, drive belts, filters, chains, bearings, suction cups, and heaters,
    ● do not include activities related to the operation of the line mentioned in the operating instructions and/or DTR of the Product such as adjustments, cleaning, lubrication, maintenance, etc.
    ● cease when the source files are interfered with during the warranty period or any repairs or modifications to the Products are made without the consent of the Seller,
    ● cease when the security labels placed on the Products are breached,
    ● do not apply to the repair of the Products or the performance of other services under the guarantee in the event of a defect arising as a result of mechanical or electrical faults attributable to the Ordering Party, in particular as a result of the use of improper media, as a result of electric surges or the application of voltage other than that required.

  2. The removal of the warranty fault will be confirmed in the warranty repair protocol.

  3. The method of warranty repair is determined by the Seller.

  4. During the warranty period, the Purchaser shall be obliged to perform paid technical inspections of the Products by the Seller’s service within the time limits and in the manner specified in the operating instructions/warranty card, if any, under pain of losing the rights arising from the warranty.

XI. WITHDRAWAL FROM ORDER EXECUTION

  1. Apart from cases of withdrawal from the execution of an order provided for by the Civil Code and these GTS, the parties may terminate the legal relationship binding them by agreement.

  2. The declaration of will to withdraw from the execution of the order must be made in writing, otherwise being null and void, and must be preceded by setting a final deadline of at least 14 days /fourteen days/ for the performance of the obligation with a threat of withdrawal.

  3. In the event of withdrawal from the execution of an order or an agreement between the Parties terminating the existing legal relationship, the Parties shall be subject to the following specific obligations:
    ● suspend the execution of the order and secure the interrupted work to the extent necessary to preserve it intact,
    ● preparing, within 10 days from the date of withdrawal from the order or the Parties’ agreement terminating the existing legal relationship, an inventory protocol of performed services and completed deliveries as of the date of withdrawal/termination, specifying the scope of services performed until the date of withdrawal/termination and the amount of remuneration due to the Seller for their performance. In determining the amount of remuneration due to the Seller, what the Seller has saved due to early termination of the order will be taken into account. On the basis of an inventory protocol, ownership of the delivered or installed Products shall be transferred to the Ordering Party, unless the Seller expresses the will to retain the delivered or installed Products, confirmed in the inventory protocol. If the Seller exercises the above right, the Ordering Party shall be obliged to allow the Seller to disassemble the Products and remove them from the Ordering Party’s site, whereas the Seller shall be obliged to restore the assembly site to its previous state within the time limit agreed upon by the Parties, counting from the date of allowing it to perform the disassembly activities, and remove from the Ordering Party’s plant the Products, their parts, waste and other items constituting its property.
    ● The Ordering Party shall, within 14 days of preparation and signing of the inventory protocol, pay to the Seller a part of the remuneration specified in the inventory protocol.

  1. In case the inventory protocol is not signed within the above-mentioned period, the Parties shall appoint, by way of drawing lots, from among 2 candidates, an appraiser with the following qualifications:
    – have full legal capacity,
    – Master’s degree from a technical college,
    – completed postgraduate studies in real estate valuation,
    – passed state exam in real estate valuation,
    – at least two years of documented professional experience in a position related to real estate valuation, who will prepare an inventory binding for both Parties in determining the scope of executed deliveries and services.

  2. The parties are not bound by the expert’s findings regarding the amount of remuneration due to the Seller, with the reservation that the undisputed part of the Seller’s remuneration should be paid immediately under pain of the Ordering Party’s obligation to pay statutory interest for delay.

  3. The parties agree that they will indicate their candidates for expert appraiser within 7 days from the date of expiration of the deadline for signing the inventory protocol by them. If no candidate(s) of a given Party is (are) proposed within the deadline, the expert appraiser shall be selected from among those candidates who were proposed in accordance with the provisions of the preceding sentence.

  4. The costs of the appraiser shall be borne by both Parties in half.

XII. FINAL PROVISIONS

  1. Property rights to all intangible assets subject to protection under the Industrial Property Law Act and the Copyright Act, in particular to: works protected by copyright, patents for inventions, utility models, trademarks, trade names, designations of origin, designations of origin, topographies of integrated circuits, rationalization projects, information as to the correct application of inventions, other knowledge and experience of a technical nature directly suitable for use in business and scientific activities, information organizational and other information made available to the Ordering Party by the Seller as a result of performance of the obligations of this contract shall be the property of the Seller. The property of the Seller are the objects on which the transferred good has been recorded, the Purchaser does not have the right to use them for other purposes, nor to copy, reproduce or make them available to third parties other than the use of the purchased Goods and Services. These documents neither convey title nor imply the granting of any license. Drawings and other documents remaining the property of Seller are to be returned immediately upon Seller’s request together with any copies made therefrom. The Ordering Party undertakes not to use for any other purposes, nor to make available or transfer to other entities any elements, information and technical documentation of the Products ordered by the Ordering Party may not, without the consent of the Seller, transfer the knowledge and information obtained as a result of business contacts with the Seller to third parties in matters covered by trade secrecy.

  2. These GTS do not apply to consumer sales.

  3. 3. Commercial correspondence with the Seller should be sent by: registered mail with confirmation of receipt or other delivery confirmation to the following address: Wikpol Sp. z o.o., Konopnica 208B, 21-030 Motycz k/Lublin and by e-mail to: kontrakt@wikpol.com.pl. If letters are sent electronically to the address listed above, they shall be considered effectively delivered if their delivery is confirmed by the other Party’s mail server.

  4. Each Party undertakes to notify the other Party of each change of its address and e-mail box, and if this obligation is not fulfilled, letters sent to the last addresses shall be considered effectively delivered.

  5. Transfer of rights and obligations resulting from these GTS by any of the Parties to a third party requires a consent of the other Party expressed in writing under pain of nullity.

  6. The law applicable to these terms and contracts between the parties is exclusively Polish law.

  7. In the case of drawing up contracts and terms of purchase in Polish and a foreign language, the primary language of the contract is Polish, which means that in the case of differences between the Polish-language version of the contract and a foreign one, the prevailing language is the Polish version.

  1. Any disputes arising under these terms and conditions and contracts based on them will be settled by courts having material jurisdiction over the seat of the claimant.

  2. In matters not covered by the provisions of these terms and conditions, the provisions of the Civil Code shall apply accordingly, and the Seller shall not be liable under the warranty under Art. 558 § 1 of the Civil Code.

  3. The Seller has the right to place in its own advertising materials information about the completed order, including the use of the Ordering Party’s name and logo. The Ordering Party agrees for the Vendor to make photos and video materials of the subject of the contract to be placed in advertising materials without any obligations towards the Ordering Party.

Konopnica, November 2019 r.