GTC

GENERAL TERMS AND CONDITIONS (GTC)
OF RENA POLSKA SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ
[LIMITED LIABILITY COMPANY]

§ 1 Scope of application and validity

In the absence of a different written arrangement, these General Terms and Conditions, hereinafter referred to as GTC, shall be applicable to contracts concluded by RENA POLSKA SP. Z O.O., entered in the Register of Entrepreneurs kept by the District Court for Wrocław-Fabryczna in Wrocław, 9th Commercial Division - National Court Register under number: KRS [National Court Register] 0000237010, with its registered office in Wykroty. RENA POLSKA SP. Z O.O. expressly objects to the application of any other terms and conditions of the Buyer.

NIP [Tax Identification Number]: PL6121738883
REGON [National Business Registry Number] 020069594;

with share capital of PLN 51,000.00;
service address: Wykroty, ul. Wyzwolenia 30, PL-59-730 Nowogrodziec
email addresses info.pl@rena.com
Tel. : +48 75 64 93 100, Fax: +48 75 64 93 101 represented by:
Mr Thomas Meier, President of the Management Board
authorised to independently represent the company
hereinafter referred to as ‘RENA’
or ‘SELLER’.

These GTCs shall apply to contracts of sale or delivery.
These GTCs shall apply exclusively to entrepreneurs (Customer), within the meaning of the Polish Civil Code. The provisions of these GTCs shall apply exclusively to professional bilateral trade.
These GTCs shall be binding on the Customer if they have been delivered (communicated) to the Customer prior to the conclusion of the contract in accordance with Art. 384 § 1 of the Civil Code. These GTCs may also be made available to the Customer via email or fax prior to conclusion of the contract in such a way that the Customer may store and reproduce these GTCs in the ordinary course of business. Such making available shall be equivalent to the delivery of the template within the meaning of Article 384 § 1 of the Civil Code.
These GTCs shall be deemed to have been accepted by the Customer upon placing the order. Thereby, the Customer agrees to the incorporation of the contents of these GTCs into the content of the contract and, in particular, confirms the Court having jurisdiction over the registered office of RENA and the choice of the Polish law.
Irrespective of subsequent changes to the GTCs, the provisions of the GTCs from the moment they are communicated to the Customer pursuant to sec. 4 shall be authoritative for the content of the concluded contract.
The Parties may withdraw from these GTCs by means of a contract concluded in writing to be valid. The conclusion of an additional agreement shall have the effect of excluding the relevant provisions of the GTCs, instead of which the provisions of the new agreement between the parties shall apply.

§ 2 Offer and conclusion of contract

Information and advertising material distributed by RENA to the general public or to individuals, in particular catalogues, prospectuses, plans, photographs, drawings, weight and size data of the articles offered, templates, charts, samples and documents of a similar nature, as well as any such information, shall not constitute an offer within the meaning of the Civil Code and shall therefore not be binding. They constitute an invitation to enter into negotiations (invitatio ad oferendum) within the meaning of the Civil Code, unless they are specified as binding in the document itself.
The Customer shall place an order for goods with RENA in a form that can be stored and reproduced in the ordinary course of business (by letter, fax, email). The order (offer) placed by the Customer shall be binding on the Customer if it contains material provisions, in particular the quantity and type of products being the subject matter of the order and the price (number of the price list currently in force). The order shall constitute an offer within the meaning of these GTCs to enter into a contract by the Customer.
The Customer shall be bound by the offer made in the order for a period of 14 days from the date the order reaches RENA, unless otherwise stated in the offer made in the order.
RENA shall either confirm the receipt of the order (offer) or shall inform the Customer that the order cannot be accepted, indicating the reasons. This confirmation shall not constitute acceptance of an offer within the meaning of the Civil Code.
RENA shall accept or reject the order placed by the Customer within 7 days from the date of confirmation of receipt of the order. The Contract shall come into effect on the basis of RENA's acceptance of the offer in a form that can be stored and reproduced in the ordinary course of business (by letter, fax, email).
RENA reserves the right to accept the Customer's offer (order) subject to changes or additions which do not materially alter its content pursuant to Article 681 of the Polish Civil Code.
It shall be assumed that the Customer is familiar with the physical and chemical properties of the ordered goods.
In the event that RENA's sales employees or RENA's sales representatives conclude additional oral agreements or give assurances and promises that go beyond the scope of these GTCs or the written contract, these shall in any case require written confirmation by RENA to be valid.
Upon placing an order for the first time, a new Customer shall be requested to present a current copy of the KRS [National Court Register] or CEIDG [Central Registration And Information On Business] in a form that can be stored and reproduced in the ordinary course of business (in person, by letter, fax, email). RENA shall in any case have the right to require the Customer to produce a current copy of the KRS or CEIDG.
RENA reserves the right to make the conclusion of the contract contingent on the Customer providing credible security for payment for the goods ordered.

§ 3 Delivery times

The deadlines given by RENA shall only be binding in situations where they have been expressly agreed in writing to be valid.
The delivery date shall be observed when the goods have left RENA's plant by the time of its expiration, or when the Customer has been informed that the goods are ready for shipment, when these operations are performed by RENA or a third party on its behalf.
RENA shall not be liable for any delay in delivery or performance caused by force majeure (vis maior).
In the event of a delay in the delivery of goods that is beyond RENA's control, the completion date shall be extended by the duration of the impediment preventing RENA from fulfilling the order on time. In the event of a delay, RENA shall immediately inform the BUYER of the reason for the delay and the new expected date of the completion of order. In such a situation, the Customer shall not be entitled to any claims for damages on account of the delay.
In the event of a delay in delivery, the Customer may set an appropriate additional date and, upon its ineffective expiry, withdraw from the contract to the extent that the contract has not yet been fulfilled.
In the event that the Customer suffers damage as a result of a delay in the delivery of goods for reasons attributable to RENA, the BUYER shall be entitled to apply a contractual penalty of 1.25% of the value of the partial or total order for each full week of delayed delivery, but not more than 5% of the value of the order. The application of the contractual penalty shall exhaust further claims for damages.
RENA shall be entitled to partial deliveries and partial performance.

§ 4 Passing of risk, acceptance

The risk of accidental loss of or damage to the goods shall pass to the Customer upon the goods issue.
Unless otherwise specified in the contract, the place of goods issue shall be the store/warehouse at the registered office of RENA or any external or forwarding warehouse (RENA EXW). With the handover of the goods to the forwarder, carrier or the person collecting the goods, the risk of accidental loss of or damage to the goods shall pass to the Customer.
If shipment is delayed as a result of circumstances not attributable to RENA, the risk of accidental loss of or damage to the goods shall pass to the Customer from the date of RENA's notification that the goods are ready for shipment.
In the absence of other arrangements, the goods shipped shall not be covered by insurance. Only at the express request of the Customer shall RENA insure the executed shipment at the Customer's expense. The shipment shall be made according to the best judgement, with no guarantee that the chosen shipment route is the most advantageous and fastest route.
Transport and unloading costs shall be borne by the Customer, unless otherwise agreed by the parties.
In case of doubt, the INCOTERMS trade clauses referred to in the contract shall be applied in their latest version at the date of conclusion of the contract.
If the contract expressly contains an arrangement with a different content as to the place of performance, such a provision shall only apply to this specific transaction and shall not affect future contracts for which the place specified in sec. 2 of these GTCs shall be authoritative.
In the event of a delay in collecting the goods, RENA shall charge a contractual penalty of 1.25% of the value of the partial or total order for each full week that the collection deadline is exceeded, but no more than 5% of the value of the order.
Notwithstanding the provisions of sec. 8 regarding the contractual penalty, RENA may claim compensation for the resulting damage (cost of securing and storing the goods).

§ 5 Prices and payment

The prices of the offered goods shall be determined by RENA in the information and advertising material distributed in accordance with § 2(1) of these GTCs or in each case by means of an offer. The prices quoted are NET prices.
RENA reserves the right to adjust the prices quoted in accordance with § 2(1) of these GTCs, the validity of which may be verified by specifying the validity date of the price in question.
Irrespective of subsequent changes to the stated price information, the sales contract is concluded at the price effective on the day the Customer places the order.
The price shall not include the cost of shipment and packaging, unless otherwise stated in the offer.
The goods shall be delivered in commercially acceptable packaging. RENA shall not bear the Customer's costs for the disposal of packaging.
The cash consideration constituting the payment of the price for the goods shall become due on the date specified in the settlement document and shall be paid in cash or by bank transfer.
Mutual set-off shall be excluded, unless RENA agrees to the set-off in writing under pain of nullity.
Payment of the price shall be made in such a way that within 7 days of RENA's confirmation of acceptance of the order, the Customer shall be obliged to make a down payment of 30 % of the price in the event that the sales value exceeds EUR 25,000. The remaining part of the price shall be payable within 14 days of delivery of goods unless otherwise agreed by the parties.
If the payment date is exceeded, RENA shall charge interest at the rate of statutory interest for delay in commercial transactions applicable in Poland at any given time or, where the conditions for charging such interest are not met, at the rate of statutory interest for delay.
If the Customer has fallen into arrears with the payment of the price for the delivered part of goods or if, due to the Customer's financial state, it is doubtful whether the payment of the price for the part of the goods to be delivered later is made on time, RENA shall refrain from delivering further parts of the ordered goods. If the Customer fails to provide payment security within 7 days, RENA may withdraw from the contract in the unperformed part.
If, together with the sale of goods, the Customer has also placed an order for additional work to be carried out, the Customer shall pay in addition any additional costs incurred by RENA necessary to carry out this work. If the additional work is likely to take more than 7 days, RENA may make the conclusion of the contract subject to a partial payment of 90% of the price for the purchased goods. RENA shall proceed with the additional work upon payment by the Customer.

§ 6 Reservation of ownership right

RENA reserves the ownership right to the goods until the sales price has been paid in full, together with incidental dues such as interest for late payment, costs for additional work, storage costs, insurance and transport costs.
Until the purchase price has been paid in full, including the incidental dues mentioned in sec. 1, the Customer shall be obliged to do everything possible to preserve the full value of the goods issued. The Customer must notify RENA immediately of any damage to the goods issued.
Until the purchase price has been paid in full, the Customer may not dispose of the goods issued, lease the goods issued, pledge the goods issued, assign the goods issued by way of security or take any other action prejudicial to the interests of RENA.
In the event of attachment or other disposition of the issued goods by third parties, the Customer shall be obliged to notify RENA immediately.
In the event of behaviour by the Customer which is not in conformity with the contract, and in particular in the event of non-payment of the price by the agreed date or breach of the Customer's obligation under sec. 2 of this paragraph, RENA shall be entitled to withdraw from the contract and to demand immediate issue of the goods.
If the goods are taken from the Customer, RENA may claim appropriate remuneration for their wear and tear or damage.

§ 7 Warranty and guarantee of quality

RENA, pursuant to Article 558 of the Polish Civil Code, shall modify the Customer's rights under the warranty in accordance with the following provisions. RENA shall be liable under the warranty if a physical defect is discovered within 1 year of the passing of risk to the Customer. Claims for removal of the defect or for replacement of the item sold with a defect-free item shall become time-barred 1 year after the date on which the defect was discovered.
RENA shall only be liable under the warranty in accordance with these GTCs. Any further liability under warranty shall be excluded.
In order to retain the rights under the warranty, the Buyer shall be obliged, immediately upon collection of the products which are the subject matter of the contract (but no later than within 2 days of receipt of the product), to examine them as to their conformity with the quantity and type specified in the contract or invoice and their proper quality condition. Whenever possible, the inspection described hereinabove should take place in the presence of RENA representative.
If any apparent defects in the contractual products are discovered, the Buyer shall notify RENA of such defects immediately in writing, but no later than 2 days of their discovery. Any complaints after this time limit shall not be considered. In order to comply with the time limit for complaints, it is necessary to send the notice to RENA by email, fax or registered letter before the expiry of the time limit.
Any latent defects that may become apparent only during the use/performance of the work using the products subject to the contract must be reported to RENA within 10 days of their discovery.
If any defects are reported in a product that is the subject matter of the contract, the Buyer shall be obliged to make the questioned products available for examination by RENA representative (also when they have already been used for the performance of certain work) in order to determine the validity of the complaint made, including an examination of whether the claimed products have been used in accordance with their intended purpose, and in particular in accordance with the information contained in the product data sheets.
After RENA representative has examined the claimed product, a report shall be drawn up in a form of an email or fax, in which RENA representative shall include his or her comments, in particular whether he or she accepts the complaint and, if so, to what extent. The Buyer's representative has the right by the same means to make any comments on the validity of the result of the RENA representative's inspection.
If the complaint proves to be justified, RENA may at its discretion:
1. reduce the price in accordance with the value of the defect found, if despite the defect, the product delivered is usable,
2. replace the defective product with a defect-free product, carried out at RENA's expense and risk,
3. if replacement is not possible due to the prior installation of the product complained of, be obliged to supply the Buyer with a defect-free product in the amount necessary for the possible repair work.
Subject to clause 10 below, the Buyer may not without RENA's consent take any action to remedy the defect or damage.
The Buyer shall be obliged to take all possible measures to minimise any possible damage associated with the use of the defective product. If such action is not taken, to the extent of the damage that could have been reduced had the Buyer taken the specified action, RENA shall not be liable.
RENA shall be obliged to deliver defect-free products to the Buyer within a reasonable time depending on RENA's capabilities and the Buyer's needs.
RENA shall not be liable for defects in the products or damage caused by the Buyer's failure to comply with RENA's recommendations regarding the use of storage/transportation of the purchased products.
RENA shall not be liable if the Buyer gives its customer further warranty or guarantee rights.
The Customer's warranty entitlements are subject to the Customer's compliance with all the conditions set out in clauses 1-12 hereinabove.
RENA, notwithstanding its warranty rights, may provide the Buyer with a guarantee on the products sold. The guarantee period shall be calculated from the date of sale. The terms and conditions of any guarantee shall result from the content of a separate declaration made by RENA in writing only.

§ 8 Limitations of civil liability

RENA shall only be liable for intentional acts and gross negligence.
RENA shall not be liable for damage resulting from failure to observe the instructions for the operation and use of the goods and the warnings affixed to the goods.
If the goods are prepared or manufactured according to the Customer's order, RENA shall only be liable for the performance of the subject matter of contract in accordance with the order. The risk of marketing these goods shall be borne solely by the Customer.
RENA's total liability for damages resulting from non-performance or improper performance of the subject matter of the Contract shall be limited to the Customer's actual loss, excluding lost profits, and shall in any event not exceed an amount equal to 100% of the net remuneration due to RENA.
The limitation of RENA's liability shall not apply to damage caused intentionally, to culpable damage to life or health, to liability for a hazardous product subject to Article 4493 of the Polish Civil Code, or in any other case where the exclusion or limitation of liability is prohibited by law.

§ 9 Intellectual property rights

If the goods are manufactured in accordance with drawings, models or designs provided by the Customer, the Customer shall assume full liability for any infringement of third-party rights.
In the event that third parties assert claims against RENA and/or against persons who, on behalf of RENA, participated in the manufacture of the goods in accordance with the Customer's instructions, the Customer undertakes to indemnify RENA and/or the persons with whose assistance RENA manufactured the goods against any liability for infringement of third-party copyrights/derivative rights and, accordingly, undertakes to cover all financial and legal liabilities incurred in this respect by RENA and/or by third parties with whose assistance RENA manufactured the goods in accordance with the Customer's instructions.
The Customer shall be obliged to inform RENA of any known infringement of RENA's intellectual property rights.

§ 10 Final provisions

Polish law, in particular the Civil Code, shall apply to the legal relationship arising from the concluded contract in addition to these GTCs. The provisions of the UN Vienna Convention on Contracts for the International Sale of Goods of 11 April 1980 shall not apply.
In case of doubt, the Polish version of these GTCs shall apply.
Any disputes that may arise under or in connection with contracts entered into in consideration of these GTCs shall be settled by the Court having jurisdiction over the registered office of RENA.
Should any provision of these GTCs be declared invalid or ineffective by operation of law or by a final and binding decision of any administrative authority or court, the remaining provisions of these GTCs shall remain in full force and effect. Invalid or ineffective provisions shall be replaced by legally valid and fully effective provisions whose legal effects come as close as possible to the original economic benefits for each party.