General conditions of sale and delivery

I. Scope of application

1. The following General Terms and Conditions of Sale and Delivery, hereinafter abbreviated as "GTS", apply exclusively to registered business entities within the meaning of Article 4 of the Law on Entrepreneurs of 6 March 2018 to which bekuplast sp. z o.o. makes sales and deliveries, hereinafter referred to as "Purchasers".
2. The GTCS apply to all contracts for the sale of goods and services concluded by bekuplast sp. z o.o. with its registered office in Łaziska Górne hereinafter referred to as the "Seller".
3. Any other regulations, including the Buyer's general terms and conditions, are excluded unless they have been confirmed in writing by the Seller with a separate agreement.
4. Placing an order by the Purchaser shall be tantamount to accepting these GTCS.

II. Offer

1. Any statements, declarations, information provided orally by the Seller shall not be binding until expressly confirmed in writing.
2. It is assumed that the validity period of each submitted offer is 7 calendar days if no other term was indicated in the offer.
3. The seller reserves the right to withdraw or amend the conditions contained in the offer at any time before the expiry of the offer period. The withdrawal or change should be made in writing under pain of invalidity.

III. Orders

1. The Buyer is obliged to place an order in writing taking into account the commercial conditions under pain of invalidity.
2. The order should be placed on behalf of the Buyer by an authorised representative.
3. Orders sent by e-mail fulfil the above condition.
4. The Seller shall confirm the order in writing (by e-mail) within 48 hours of its receipt. Only orders confirmed by the Seller are binding.
5. Confirmation of the order by the Seller shall be tantamount to the conclusion of the sales agreement on the terms and conditions contained in the GTS.

III a. Marking of the goods

1. The production of the Product shall take place in accordance with the graphic and colour designs submitted by the Purchaser prior to the commencement of production and with other written arrangements of the Parties.
2. The Purchaser shall be obliged to provide the Seller with the graphic design in an open vector file. On the basis of the materials provided, the Seller will prepare a design adapted to the technical possibilities resulting from the chosen technology and to the possible size.
   a. The design reflects the shape and geometry in the scale given on the design
   b. The visualisations presented on the design are for reference only
   and may not reflect the exact proportions and colours (the colour is accepted on the basis of an individual correspondence based on the RAL/PANTONE / MODEL template).
3. Product marking, depending on the technology used, may have certain features, i.e.: minor irregularities, rounding, decrease in resolution (readability) in the case of small, densely arranged elements, inscriptions, slight deformation of the surface after marking, especially in the hot stamp technology.
4. The design acceptance period may affect the delivery time.
5. The Purchaser assures that he is the exclusive owner of the graphic designs referred to in paragraph 1.
6. The Seller undertakes not to use the graphic designs for purposes other than those connected with the execution of the order for the Purchaser.
7. The Seller shall not bear any negative legal consequences on account of the use of graphic designs for the purpose of fulfilling the Order, including copyright infringement.

IV. Prices

1. The prices indicated in the offer are net prices and the applicable VAT rate shall be added to them.
2. If the parties have not agreed otherwise, it is assumed that the prices indicated in the offer by the Seller are EXW prices from the Seller's warehouse.
3. The Seller reserves the right to change the agreed price in case of a sudden documented increase in any valuation component (at least 5%) during the offer validity period.
4. The price set by the Seller in the offer is not binding for future transactions.

V. Deliveries

1. All deliveries to the Purchaser shall be made in accordance with the EXW terms from the Seller's warehouse according to Incoterms 2010, unless other terms of delivery are confirmed in writing by the Seller with a separate agreement.
2. The Purchaser shall collect the ordered goods from the Seller's warehouseno later than 7 days from the date of notification by the Seller that the goods are ready for collection. Failure to collect the goods by the Buyer within the designated time limit entitles the Seller to deliver, at the expense and risk of the Buyer, the ordered goods to the place indicated by the Buyer. If it is not possible to determine the place of delivery, the Seller shall have the right to charge the Buyer with the costs of storage in the amount corresponding to the market rates for a pallet place or m2 of surface.
3. The seller reserves the right to make partial deliveries and, if necessary, to deliver theIf necessary, the Seller reserves the right to make partial deliveries and, if necessary, to deliver +/- 5% of the total quantity stated in the order confirmation.
4. The buyer is obliged to inform the Seller in writing (by e-mail) about the planned collection of the goods at least 24 hours in advance. The buyer is entitled to take delivery if, on the basis of the data provided (date of loading, driver's name and vehicle registration number), the seller provides the buyer with the loading number.
5. The buyer may cancel the ordered goods and cancel hisplaced order only with the written consent of the Seller, otherwise it shall be null and void. The Seller has the right to refuse the Buyer to cancel the order.
6. The Seller reserves the right to change the dates and terms of delivery agreed in the order or to cancel its execution in justified cases, in particular due to force majeure and other exceptional circumstances beyond the Seller's control: earthquake, flood, fire, explosion, machinery failure, government orders and regulations, including business bans, war, riots, state of emergency, epidemics, as well as operational, traffic and energy disruptions, strikes and stoppages or other causes deemed vis major by both Parties.
7. In the event that, upon the Purchaser's order, the Seller arranges for delivery to the place indicated by the Purchaser, all risk related to the cargo shall pass to the Purchaser from the moment of loading.
8. The packaging of the goods shall be determined by the Seller. Deliveries shall be made only on the basis of full pallet loading units (hereinafter referred to as "PU"), unless the Parties agree otherwise. In the case of incomplete PU deliveries, the Seller has the right to charge the Purchaser with the cost of PLN 15.00 net for repacking of each PU.

VI. Payments

1. The cash consideration being the payment of the price for the goods or services should be made by bank transfer to the bank account indicated by the Seller, it shall become due on the date specified in the settlement document.
2. The date of payment shall be the date on which the funds are credited to the Seller's bank account.
3. The issued goods remain the property of the Seller in accordance with Article 589 of the Civil Code until the full payment is made by the Buyer.
4. In the case of delayed payment by the Purchaser, the Seller shall have the right to charge statutory interest.
5. In the case of overdue payments for the execution of other deliveries, the Seller shall decide on account of which of the overdue payments he credits the received payment.
6. The Seller shall have the right to suspend the execution of further deliveries until the Purchaser has paid all arrears.

VII. Guarantee & complaints

1. The seller gives a guarantee for a period of 12 months from the date of sale of the goods.
2. The guarantee shall cover quality defects in the goods as well as quantity shortages in the deliveries made.
3. If the goods or their components show signs of improper use or mechanical damage, they shall not be subject to any claim under the guarantee.
4. Notification of physical defects of goods or shortages in deliveries shall be made immediately, but no later than within 48 hours from the date of their discovery under pain of non-recognition of the complaint.
5. Goods which, by agreement between the Parties, have been manufactured in deviation from the parameters set out in the product specification, e.g. by using alternative raw materials, shall not be covered by the warranty unless otherwise agreed by the Parties.
6. In the case of production from recycled plastics (recycled plastic, regranulate, milling), colour differences are also permissible within a single production batch. Discolouration, inclusions and other minor surface non-uniformities resulting from the properties of the raw material and the production process may also occur. The above features do not constitute a defect of the goods.
7. The Seller's liability under warranty for physical defects of goods is excluded.

VIII. Ownership rights

1. The Seller reserves the ownership right and copyrights to the drawings, technical specifications, all studies and appraisals, software, documents subject to confidentiality clause and other information related to the Seller's business.
2. The materials and information referred to in Section 1 shall be confidential and their transmission to third parties shall require the Seller's written consent under pain of nullity.

IX. Final provisions

1. Any disputes between the Parties resulting from the performance of the Agreements shall be settled amicably. If the case is referred to court, it shall be settled by the court having jurisdiction over the registered office of the Seller.
2. The contracts concluded between the Parties shall be governed by the Polish law.
3. In cases not regulated by the provisions of GTS, the provisions of the Civil Code shall apply.

The current GTCS are always publicly available on the Seller's website www.bekuplast.pl , lack of familiarity with the GTCS does not exempt from the provisions contained therein.