General Terms of Sale for contracts concluded with entrepreneurs

Article I General information

These General Terms and Conditions of Sale shall apply to contracts of purchase and sale of products and goods (hereinafter referred to as Goods) concluded with entrepreneurs by Axa Stenman Poland sp. z o.o, with its registered office in Siewierz at 89 Warszawska Street, holding Tax Identification Number (NIP) 649-11-10-585 and REGON 272951960, entered into the National Court Register under the number 0000160145, the company's documentation is stored in the District Court in Częstochowa, XVII Economic Department of the National Court Register, holding the share capital of 1,372,800.00 PLN (hereinafter referred to as the Seller), as the Seller.

Introduction of changes or additions to this wording of OWS requires written consent of the Buyer and the Seller. In the case when the Buyer has his own contractual template, the Seller declares that he does not agree to its use, and the conclusion of the purchase/sale agreement shall take place exclusively on the principles contained in these GTS.

Article II Offer

1. The offer submitted by the Seller to the Buyer shall not be binding until all essential elements of the order have been determined by the parties, i.e. the Goods, their quantity, price and delivery conditions, and until the Buyer and the Seller sign the agreement.

2. The data contained in catalogues, illustrations, drawings, standardization cards, size and weight lists, announcements, advertisements, price lists and other information, addressed to the general public or to individual persons, etc., shall be considered in case of any doubts not as an offer, but as an invitation to conclude an agreement.

Article III Agreement

1. The contract concluded in a written form is valid at the moment of receipt by the Buyer (after prior submission of the order by the Buyer) of a written confirmation by the Seller of acceptance of the order - specifying the price, quantity of the Goods, order completion date, payment dates and other provisions relevant to the performance of the contract, unless the parties agree otherwise. An invoice issued by the Seller shall also be deemed to be a written confirmation of order acceptance unless the Seller has previously confirmed the order acceptance in writing.
2. These General Terms and Conditions of Sale are available on the Seller's website at: www.axa-stenman.pl, of which the Seller shall inform the Buyer on the written confirmation of order acceptance.

Article IV Price

1. The prices included in the offer or order confirmation are net prices (excluding VAT) and are based on the prices valid at the time of the offer, respectively order confirmation.
2. If, after signing the contract, there is an increase in at least one factor influencing the price - even if this is due to foreseeable circumstances - the Seller has the right to increase the agreed price accordingly.
3. The prices given by the Seller are based on the prices of goods and deliveries established directly from the manufacturer in Poland. The Seller may charge:
(a) an additional fee of at least PLN 50 for administrative costs in the case of orders not exceeding PLN 2000 net (excluding VAT);
(b) a fee for packaging;
(c) transport costs, which include, in particular, the costs of measuring or weighing, packaging, insurance for the time of transport and the costs of sending the goods will be charged separately.
4. The prices quoted are exclusive of VAT and other costs charged separately for packaging, transport and administration.
5. Only and exclusively if agreed by the Parties, the Seller undertakes to take back the packaging previously paid for by the Buyer and included in a separate invoice issued by the Seller, as well as to reimburse the cost of packaging incurred by the Buyer in the amount calculated on the invoice issued by the Seller, provided that the Seller receives the packaging in question back as a prepaid parcel and in good condition within 30 days from the date of invoice issuance. The remaining packaging is not subject to return - i.e. the packaging which has not been expressly agreed by the Parties in the agreement to be returned.

Article V Delivery

1. the Goods are delivered in accordance with the following rules:
a) delivery of the ordered Goods takes place directly from the manufacturer in accordance with Incoterms conditions confirmed by the Seller at the order acceptance;
b) the Parties may deliver the agreed orders in batches. In such case, the Seller reserves the right to invoice partial deliveries. At the same time the Seller reserves the right to deliver and invoice the order in the quantity exceeding or decreasing by 5%.
2. In the event of force majeure, the Seller has the right to suspend the implementation of the provisions of the agreement or total or partial termination of the agreement, but the Buyer has no right to claim damages.
3. Third If the Buyer allows delay in payment or fulfillment of another of his obligations under the contract, the Seller may set the Buyer an appropriate additional period of time to perform with the risk that in the event of ineffective expiry of the deadline will be entitled to withdraw from the contract. He may also, either without setting a grace period or after the ineffective expiry of the grace period, demand performance and compensation for damage resulting from the delay.

Article VI Delivery time

1. The delivery time is counted from the date of written confirmation by the Seller of the order acceptance. If the Buyer does not provide all the data necessary for the execution of the contract within this time, the delivery time will begin to expire after the provision of such data.
2. Second Except for gross fault on the part of the Seller exceeding the delivery time does not give the Buyer any right to withdraw from the contract in whole or in part, or to demand compensation for damage or failure to meet its own obligations that may arise from the contract concluded with the Seller. Exceeding the delivery date - regardless of the reasons - does not give the Buyer the right to substitute performance or to order performance of the Seller's obligation at his expense.
3. Third The goods shall be deemed delivered at the moment of its handover to the carrier, notifying the Buyer of this fact.

Article VII Payment

1. Payments shall be made within 1 month of the invoice date, unless the Seller gives the Buyer another payment date, without any deductions or other settlements.
2. If the Buyer does not make payment within the agreed period, the Seller has the right, without the need to inform the Buyer of late payment, to charge statutory interest from the date on which the payment period expired.
3. Without prejudice to the provisions of Article V section 1 and Article VI section 3, the ownership right to the Goods shall pass to the Buyer on the condition of payment of the price together with additional costs indicated in these GTS, thus the Seller reserves the ownership of the Goods to its benefit until the payment of the price and other fees. The Purchaser shall be obliged to cooperate with the Seller, when the Seller shall collect the Goods from the Purchaser - i.e., in particular, enable the Seller to collect the Goods without delay. In case of the Buyer's delay in payment of the price, the Seller - at his discretion - may either use the reservation of ownership and demand to release the goods or demand payment of the price and other fees/costs.

Article VIII Complaints

Complaints concerning deficiencies, irregularities in delivery and visible defects of the Goods should be submitted by the Buyer within 14 days of receipt of the Goods. In case of exceeding this deadline, any possible claim against the Seller shall not be recognized. 

Article IX Guarantee

1. the Goods with hidden defects in respect of which the Buyer proves that they are a direct consequence of the use of inappropriate materials or faulty workmanship, the Seller shall, at his discretion, replace or repair the Goods subject to the restrictions referred to in the following paragraphs.
2. The guarantee referred to in paragraph 1 of this Article shall be limited to the defects referred to therein which are found within one year of delivery pursuant to Article VI, paragraph 3.
3. Complaints based on the warranty shall be submitted to Seller in writing without delay, but always within 14 days of the defect being discovered as specified in paragraph (1) of this Article. If this period is exceeded, any possible warranty obligation on the part of the Seller shall not be accepted.
4. Goods in respect of which Buyer has invoked the warranty shall be sent to Seller as a prepaid shipment in agreement with Seller. If the Seller, in order to fulfill his warranty obligations, delivers new goods, the goods delivered as first defective by the Buyer shall become the property of the Seller accordingly.
5. Defects resulting from improper transport, storage, assembly, use, improper maintenance or changes made without the written consent of the Seller are not subject to warranty.
6. In the case of using spare parts other than those provided by the Seller, any claims in relation to the warranty shall not be recognized.
7. The detailed conditions under which the guarantee is granted are set out in the document "Guarantee for door fittings". In case of doubts as to the application of the provisions of these GCS and the "Warranty for door fittings", the provisions of the "Warranty for door fittings" shall be binding, which have priority over these GCS.

Article X Liability

1. The Seller's liability arising from the content of the agreement is limited to compliance with the warranty obligations described in Article IX of these conditions.
2. With the exception of gross fault on the part of the Seller and with the exception of the provision contained in paragraph 1, the entire liability of the Seller, including but not limited to damage to the Buyer, other indirect damage such as costs of assembly, transport, travel, damage to persons or things, loss of money or other movable goods and damage resulting from liability to third parties is excluded.
3. The Seller is therefore also not liable for: infringement of patent rights, licenses or other rights of third parties due to the use of data provided by or on behalf of the Buyer.
4. The Buyer shall be obliged to secure appropriate exemptions from the Seller's liability in respect of any claims of third parties when, in accordance with the provisions of these GTS, the Seller's liability for the resulting damage is excluded, in particular with regard to claims that may result from the Buyer's act/ omission or from the infringement by the Buyer of rights referred to in Section 3.
5. At the time of release of goods, the risk of accidental loss or destruction of the goods shall pass to the Buyer. In particular, the Seller shall not be liable for damage resulting from improper use or installation of the goods by the Buyer or third parties.

Article XI Models, tools, stamps and dies

Models, tools, stamps and dies that have been made specifically for the order remain the property of the Seller, even if the Buyer has incurred costs. If within a period of two years in relation to a specific order for a particular Goods, the Seller has not received or accepted further orders, it has the right to destroy or use for other purposes, subject to respect for copyright, the specific models, tools, stamps and dies without informing the Buyer.

Article XII Applicable law and disputes

1. All contracts to which these conditions apply in whole or in part shall be governed by Polish law.
2. With regard to disputes that may arise in connection with the contract to which these terms and conditions apply in whole or in part, which, due to their type or according to the sum constituting the subject of the claim need to be resolved by the court, only the court having jurisdiction over the registered office of the Seller shall be authorized to issue decisions in their case.
3. In matters not regulated by these GTS and the contract, the provisions of the Civil Code shall apply accordingly.


Issued:
19 February 2015.