General Terms of Use AGCOR GROUP Sp. z o.o.

Valid from date 04.01.2021 roku

§ 1. Scope of application

1.1 The General Terms and Conditions of Sale form an integral part of the sales agreements and related service contracts concluded between AGCOR GROUP sp. z o.o. and the buyers of the products offered by it, unless these agreements provide otherwise.

The terms used in the following parts of these Terms and Conditions shall mean:

• “Sellers” – the company AGCOR GROUP Sp. z o.o. with registered office in Suchy Las, address: Obornicka 90, 62-002 Suchy Las registered in the register of entrepreneurs,ined by the District Court of Poznań-Nowe Miasto i Wilda in Poznan, VIII Economic Division of the National Court Register under the number KRS 0000863767, with share capital of PLN 200.000,00

• “Buyer” means a counterparty making purchases of products or services from the Seller. These GTCs apply only to contractors (entrepreneurs art. 43 1k.c) who are not consumers within the meaning of art. 22 1 of the Civil Code.
• “Parts” – Seller and Buyer
• „GTU” – – these General Terms and Conditions of Sale AGCOR GROUP Sp. z o.o.
• “Product” – products, goods and services that are the subject of the statutory business activity of the Seller and, to the above extent, covered by the commercial offer of the seller
• “Carrier” – a courier, transport or forwarding company through which the Seller delivers products to the Buyer
• „Warehouse” – Seller Warehouse

1.2. The terms of the sales agreements are set out in the written agreements of the parties, in the Order Confirmation and in these General Terms of Sale. In case of discrepancy, the written agreement of the Parties and the Order Confirmation shall prevail over the General Terms of Sale.

1.3. The parties exclude the application of the buyer’s model contracts (in particular the general terms and conditions and models of contracts, regulations).

1.4. The Buyer agrees to the processing of his personal data by the Seller for the purpose of issuing invoices, commercial statistics and marketing of products and services in accordance with the Act of 29 August 1997 on the protection of personal data. The Buyer also agrees to receive commercial information from the Seller by means of electronic communications, in particular by electronic mail in accordance with the Act of 18 July 2002 on the provision of services by electronic means.

§ 2. Conclusion of contracts

2.1. Technical and commercial information

2.1.1. The information posted on the website of AGCOR GROUP Sp. z o.o. and in catalogues, pricing lists and prospectuses does not constitute an offer within the meaning of the provisions of the Civil Code, but only an invitation to place orders.

2.1.2. AGCOR GROUP Sp. z o.o. reserves the right to make changes to the offered range at any time. The placement of product information on the AGCOR website, in catalogues, pricing lists and prospectuses is not equivalent to its availability.

2.2. Registration

2.2.1. Before placing the first order, the Buyer is obliged to register in the Seller’s system. For this purpose, the Seller shall provide the Buyer personally, by mail, e-mail or fax with the registration request and the General Terms and Conditions of Sale. The Buyer shall provide the Seller with a completed and signed application for registration along with the following documents:

a) a copy of the current excerpt from the business records or the excerpts from the register of entrepreneurs of the National Court Register or other registration documents in accordance with the applicable regulations.
b) a copy of the document giving the NIP number.
c) a copy of the certificate with the REGON number.
d) a list of persons authorized to place orders on behalf of the Buyer.

2.2.2. In the event that the Buyer does not provide the Seller with the list referred to in point 2.2.1 (d), it is assumed that he authorizes to place orders on his own behalf to all persons conducting correspondence with the Seller marked with the data and company of the Purchaser through e-mail in the domain of the buyer or using the telephone/fax number of the purchaser or other forms of communication allowing to identify the ordering person as an employee of the Customer.

2.2.3. Provision by the Buyer of a completed and signed application for registration together with the above documents means that the Purchaser has received and accepts the General Terms and Conditions of Sale of the Seller.

2.3. Order Registration, Order Confirmation

2.3.1. The condition for the conclusion of the sales contract is the placement of the order by the Buyer and confirmation of the Order by the Seller with the document “Order Confirmation”. The Buyer makes an order by post, e-mail or otherwise agreed by the Parties. The order should specify:

a) Buyer data
b) personal data of the person placing the order
c) description of the item of the order (quantity and type of product, other details, allowing for unambiguous identification of the products ordered)
d) the exact address of the place to which the products are to be delivered
e) proposed delivery date
f) in the event that the Buyer orders more than one product and requires that all products are delivered within the same deadline, he should enter the relevant reservation on the order. Otherwise, if it is not possible to deliver any products within one date, the Seller will successively deliver the products to the Buyer as they are available on the dates indicated on the Order Confirmation.

2.3.2. Upon receipt of the order, the Seller checks the availability of the products and sends the Buyer an Order Confirmation. Order confirmation may be sent by e-mail or electronic information exchange systems. Subject to paragraph 6.1 and paragraph 2.3.6, the conditions set out in the Order Confirmation (including delivery time) are binding on the Parties. The Sales Agreement between the Seller and the Buyer is concluded upon receipt of the Purchaser’s Order Confirmation.

2.3.3. The Seller will take into account the delivery times proposed by the Buyer depending on the availability of products in stock.

2.3.4. f any ordered products cannot be delivered within the time proposed by the Buyer, the Seller shall specify in the Order Confirmation the date/term of delivery of the products or individual batches of products.
If the Buyer makes a reservation referred to in point 2.3.1. (f) above, the Seller shall deliver all the ordered products within the time of availability of the last of them.

2.3.5. If the order concerns products packaged in standard unit packages, it is possible to place orders only for the quantity of products contained in standard packages.

2.3.6. In the case of orders of custom products, imported and/or manufactured on individual order of the Buyer or of typical products in large quantities exceeding the standard storage conditions of the Seller, the Purchaser shall pay the seller an advance in the amount of 20% of the gross value of the order. In this case, the contract referred to in paragraph 2.3.2 above will be concluded only after payment by the Buyer, which will be credited as part of the payment for the product. Article 394 of the Criminal Code shall apply accordingly, with the exception of § 3.

2.3.7. Subject to the exceptions provided for in these General Terms of Sale, it is not possible to cancel the order from the moment of confirmation by the Seller.

§ 3. Prices and conditions of payment

3.1. The prices of products in the price lists of the Seller are given in Polish zlotys (PLN), US dollars (USD) or in euros (EUR). Prices are not an offer and are for information purposes only.

3.2. The seller indicates prices in the Order Confirmation in Polish zlotys (PLN).
At the request of the Customer, the prices of the products may be given in euros (EUR) or in US dollars (USD); in this case, the Parties will decide in which currency the payment will take place. In the case of conversion of prices from EUR to PLN, the average exchange rate according to the National Bank of Poland is valid on the date of the invoice.

3.3. The Order Confirmations indicate the net prices (excluding VAT), the amount of goods and services tax (VAT) and the gross amount (net + VAT).

3.4. In the event that the Buyer is in possession of documents exempting him from customs duties and taxes on goods and services, he is obliged to hand over such documents to the Seller on the date of placing the order – failure to fulfil this obligation releases the Selling from all liability in this respect.

3.5. Subject to the second sentence, the payment period is 14 (fourteen) days from the date of VAT invoice issued by the Seller, unless the Parties decide otherwise.
In the case of a Buyer concluding a sales agreement with the Seller for the first time or a Purchaser who in the last 12 months has concluded less than 3 (three) sales agreements with a total value of less than PLN 50,000 net, an advance payment in the amount of 100% of the price of the product together with VAT is required before issuing the product.

3.6. Prior to granting the Buyer a merchant credit and the period referred to in paragraph 3.5 the Seller may request the Purchaser to submit financial documents confirming the good financial condition of the Customer or to commission a verification of the Payment Capacity of a Buyer to an independent business intelligence agency or to an insurance company. In case of doubt as to the reliability of the Buyer’s payment, the Seller may refuse to execute orders with deferred payment.

3.7. The Seller may establish for the Buyer an individual limit of merchant credit according to his own assessment or on the basis of the assessment of a specialized external company (claim insurer, business intelligence agency). In order to ensure the proper execution of payments for the deliveries of products, the Seller may require certain safeguards (including, in particular, a declaration of enforcement under the Code of Civil Procedure, a bank guarantee, a bill of exchange, etc.). In this case, the merchant credit will be granted upon receipt by the Seller of the original document confirming the granting of security. If the gross value (net + VAT) of the Buyer ' s obligation to the Seller for orders for which the Seller has not yet received payment (both executed and in the course of execution) and the order placed exceeds the buyer credit limit established for the Purchaser, the Vendor has the right not to accept any order of the Customer until the Buyers have settled payments to the Sellers to such an extent that the merchant credit limit has not been exceeded, or receipt of the original document confirming the granting of additional security of the purchase credit.

3.8. The Seller reserves that the right of ownership of the goods sold will pass to the Buyer only at the time of payment of the full price to the Seller. In the case of merging or mixing things, the parties become co-owners of the whole. The application of the provision of Article 193 § 2 of the Criminal Code is excluded.

3.9. By payment of the price the Parties understand recognition of the bank account of the Seller indicated on the invoice.

3.10. In the event of a delay in payment of receivables, the Buyer shall pay the Seller penalty interest in the statutory amount subject to paragraph 3.11 below.

3.11. In the event that the delay in payment of the claim is longer than 30 days from the date of its due, the Buyer shall pay the Seller penalty interest in the amount of double the statutory interest for the entire period of delay. Article 481 of the Criminal Code shall apply.

3.12. In the event of a delay in payment of the claim of more than 30 days, the Seller will automatically refer the matter to external recovery. The Seller shall charge the Buyer the costs of external collection.

3.13. In the event that the Buyer is delayed with the payment of any claims due to the Seller, in addition to other rights arising from the contract of sale, the General Terms of Sale and the provisions of the law, the Seller is entitled to immediately suspend the delivery of products and refuse to accept orders, until the payment is settled with interest. All costs associated with the suspension of the delivery of products including in particular the costs of storage and insurance of products shall be borne by the Buyer.

3.14. In the event of circumstances indicating the danger of timely fulfilment by the Buyer of his obligations, the Seller reserves the right to suspend the delivery of products and refuse to accept orders until adequate security of payment is provided.

3.15. The Seller is entitled to any settlement of claims arising from contracts concluded with the Buyer.

3.16. The Buyer authorizes the Seller to issue VAT invoices without his signature.

3.17. By placing an order, the buyer agrees to send VAT invoices electronically. Unless the Buyer specifies otherwise, the VAT invoice will be sent by the Seller to the e-mail address from which the order came.

3.18. The buyer has the right to request the transmission of VAT invoices in paper form. However, it must clearly indicate this in the order and at the same time agree to the addition of the manipulation costs associated with this. The cost of issuing and sending VAT invoices by the Seller in paper form is PLN 5 net for each invoice.


§ 4. Delivery Date

4.1. Delivery dates specified in the price lists, on the website, in catalogues, prospectuses and other materials are of an indicative nature. In the Order Confirmation, the Seller specifies an exact, binding delivery date. The delivery date is the date when the product is delivered to the Buyer in accordance with the terms of delivery specified in these General Terms of Sale. (see paragraph 5.5).

4.2. In the case of orders of custom products referred to in point 2.3.6, the Buyer is obliged to receive the product within the time specified by the parties and indicated in the order confirmation, but no later than two weeks after this date.

4.3. In the event that the Buyer fails to accept a custom product imported and/or manufactured according to his special order, the Seller shall charge the Customer the costs of manufacture and transport of the product.

4.4. The Seller shall not be liable for delay in the execution of the order if the delay is due to the following circumstances:
4.4.1. force majeure as defined in paragraph 8 below
4.4.2. events for which the Buyer is responsible

4.5. In the cases referred to in paragraph 4.2 above, the execution of the order shall be suspended until the circumstances described in this paragraph cease, for a maximum period of three months. The Seller shall immediately notify the Buyer in writing or by e-mail of the suspension of the execution of the order. Suspension of the execution of the order does not give the Buyer the right to compensation unless the Parties decide otherwise.


§ 5. Conditions of delivery

5.1. Product prices include standard packaging. If the Buyer requests a non-standard packaging, he will be obliged to bear the resulting costs.

5.2. The place of issue of products is the warehouse of AGCOR GROP Sp. z o.o. at the Seller’s headquarters. EXW (ex Works) delivery conditions, according to Incoterms 2010, unless otherwise stated in the Order Confirmation.

5.3. At the time of receipt of the product from the Seller’s warehouse, the Buyer is obliged to thoroughly examine the product for quantity and quality and possible detectable defects (e.g. injections and other mechanical damage). The product should be checked by inspecting not only the packaging but also its contents and compliance with the order. The certificate of receipt of the product on the WZ document is a confirmation of the correctness of performance by the Seller.

5.4. The Seller’s warehouse employee issuing the product allows the Buyer to make detailed inspections of the product, assisting in unpacking, checking the contents and re-packaging the product. The buyer may, at his own risk, refuse to perform such inspections, but is obliged to sign the WZ document and an annotation about the product examination.

5.5. The Seller may deliver the product to the Buyer at the address specified in the order, through an external carrier. In this case, according to Art. 544 of the Criminal Code, the delivery of the goods takes place at the time of entrusting the product to the carrier.

5.6. The choice of the carrier and the form of delivery is always the responsibility of the Buyer, who should include such information on the order. The absence of information on the choice of carrier or general notice concerning shipment is understood as ordering the shipment through the carrier with which the Seller is constantly cooperating.

5.7. The costs of delivery of the product, to the address indicated in the order, are charged to the Buyer, unless the parties have agreed otherwise. Such an agreement must be in writing.

5.8. The buyer ensures the unloading, inspection and installation of the products and bears the costs and risks associated with this regardless of who is responsible for the cost of transport.

5.9. Deliveries are carried out to the place indicated by the Buyer. If the place of delivery changes after placing the order, the costs arising from these changes shall be borne by the Buyer.

5.10. The buyer may specify only one delivery address in the order.

5.11. The Buyer shall ensure at the place and time of delivery the presence of a person authorized to accept delivery on his behalf, while the refusal to accept the product or the absence of an authorized person does not relieve the Buyer from the obligation to pay for the product and transport.

5.12. The seller bears full responsibility for the goods until they are released from the warehouse. In accordance with art. 548 k.c. the liability, including the risk of accidental loss or damage of the product, related to the delivered goods, falls on the Buyer from the moment the product is delivered to him from the Seller’s warehouse, excluding shipping delivery, when the responsibility passes to the carrier referred to in paragraphs 3 and 4. The liability of the carrier begins from the moment the Seller issues the shipment with the product for transport and ends with the moment it is issued to the Buyer. The provisions of the Civil Code apply accordingly to the liability of the carrier, including, in particular, the provisions governing the contract of carriage and the rules of liability (see art. 788 §1 et seq. c.c.). The Seller is not liable for any damage in the transportation of the goods, especially if the Buyer fails to fulfil all formal requirements for receiving the damaged shipment, does not write a report of damage at the time of receipt of goods and does not lodge a complaint directly with the carrier.

5.13. Before receiving the shipment (receipt receipt on the shipping list), the Buyer is obliged to very carefully examine the packaging of the product (and the product if possible) for any visible damage during transport and to take all steps to establish the liability of the carrier and to draw up an appropriate report of damage.

5.14. Immediately after receipt of the consignment (receipt receipt on the shipment list), in the presence of the carrier, the Buyer should unpack the product and perform a quantitative and qualitative examination, especially for visible damage that may have occurred during transport. Any defects or damage to the product should be recorded in the damage report.

In the case of large deliveries of goods and/or delivers in bulk packages, which checking in the presence of the courier would be impossible or too time-consuming, the Buyer is obliged to thoroughly examine the Goods and report any shortcomings to the Seller as soon as possible, but not later than within 2 working days from the date of acceptance of the delivery. However, this does not relieve the Buyer from the obligation referred to in paragraph 5.12

5.15. Claims and claims against the carrier for missing or damaged shipment are incumbent on the Buyer in accordance with Art. 545 of the Code of Civil Procedure and Art. 75, paragraph 3, point 2 (b) and art. 53, paragraph 4 of the Transport Law Act.

5.16. The Buyer shall secure the damaged product and make it possible for the carrier, the Seller or their insurers to view it.

5.17. The Buyer’s acceptance of the goods without the due diligence referred to in paragraphs 5.11, 5.12 and 5.13 shall be deemed to confirm the correctness of the delivery.

5.18. The seller is not liable for delay in delivery caused by the fault of the carrier.

5.19. In the event of a delay in the receipt of the product by the Buyer, the Seller is entitled to charge the Customer storage costs of 2% (two per cent) of its net value for each month of storage commenced after the specified delivery date. After the expiry of 1 (one) month, the Seller has the right to withdraw from the contract and to demand, as a contractual penalty, an amount equivalent to 20 % (twenty percent) of the gross value of the order. The above does not preclude the claim for compensation on a general basis if the damage exceeds the value of the contractual penalty.


§ 6. Conditions of delivery

6.1. The Buyer is entitled to cancel the order or part thereof in the event that the delivery time specified by the Seller in the Order Confirmation exceeds the time proposed by the Buyer. The cancellation will be effective if it reaches the Seller on the day of sending the Order Confirmation or no later than the next day by 12:00.

6.2. The Buyer has the right to cancel the order or part of it or to return the products in the event that the order was placed under the influence of an error caused by the Seller.

6.3. The cancellation of the order or the return of products, other than the situations specified in paragraphs 6.1. and 6.2. above, may only apply to new products, provided that:

6.3.1. obtaining prior written consent of the Seller,
6.3.2. payment by the Buyer of a handling fee equal to 25 % (twenty-five per cent) of the gross value of the product.

6.4. In the event of cancellation of the order or return of the product, the Buyer shall bear the costs of transporting the product to the Seller’s warehouse.

6.5. The cancellation of the order (or return of products) referred to in paragraph 6.3 above are not permissible in the case of custom products, i.e. in particular products in special designs, products not in stock, ordered and/or specially manufactured at the Buyer’s request, etc.

6.6. The return of products under this item 6 is permissible provided that the products are new, never installed, used, not from the exhibition and packaged in their original packaging. The packaging must not be damaged and must not contain marks applied by the Buyer or third parties.

6.7. In the event of filing an application for declaration of insolvency, initiation of a settlement proceeding to take a decision on the liquidation of the Buyer or the actual cessation by him of conducting business, the Seller has the right to withdraw from the contract of sale, and any amounts received to account for compensation for damages arising from this.

§ 7. Warranty

7.1. Warranty scope.

7.1.1. A warranty is granted to the Buyer on the products sold. As part of the warranty, the Seller guarantees the removal of physical defects of products. The warranty period is 24 (twenty-four) months from the date of invoice. The warranty is valid in Poland.

7.1.2. In the case of delivery of a defect-free product under the warranty, the 24-month period runs again from the moment of delivery to the Buyer of the product. In case of replacement of part of the product, the above provision applies to the mentioned part.

7.1.3. In other cases (particularly in the case of repair of the product), the warranty period is extended by the guarantee service period.

7.1.4. Parts replaced or repaired after the warranty expires will be covered by the guarantee for a period of 6 (six) months from the date of replacement or repair.

7.1.5. The warranty only covers defects that have arisen from a cause previously in the product.

7.2. Defects not covered by warranty

7.2.1. The seller is not responsible for defects of the product resulting from: erroneous design or design assumptions, careless installation or careless assembly of the product repairs, maintenance or maintenance performed by unauthorized persons non-compliance with the rules of proper operation lack of proper maintenance and periodic product reviews uncompliant with the scheme to connect the product or the product without the required electrical protections storing products in inappropriate conditions

7.2.2. The warranty does not cover defects resulting from normal wear, damage or destruction of the products, negligence, lack of supervision, use of products against their intended purpose, non-compliance with the rules of electrical art.

7.2.3. The warranty is subject to service and repairs carried out only by the Seller or authorized service providers.

7.2.4. Consumables (e.g. filters) are not covered by the warranty.

7.3. Defects not covered by warranty

7.3.1. In order to exercise the rights under the warranty, the Buyer is obliged to send to the Seller without delay no later than 7 (seven) days from the date of disclosure of the defect (subject to the provisions of paragraph 5.9 above), a complaint according to the seller’s model containing in particular the invoice number and the specification of the type and model of the product, the type of installation in which the product was used, the disclosed defects and the circumstances of their occurrence. In case of doubt, the Seller may request additional information concerning the installation of the product.

7.3.2. The Buyer undertakes to facilitate the Seller’s identification of defects and taking action to remedy them.

7.3.3. The Buyer undertakes to send the defective product to the address specified by the Seller unless due to the type and size of the product the repair must take place at the place where the product was installed with the Buyer. At the place of installation, the Buyer is obliged to ensure free and safe access to the product, in accordance with the rules of health and safety and occupational protection, in particular if necessary to provide appropriate railings, stairs and/or lifts. Otherwise, the Seller has the right to refuse to repair the product and charge the Buyer the costs of accessing the service.

7.4. Warranty obligations of the Seller.

7.4.1. Upon receipt of notice of defects in accordance with the provisions of the General Terms of Sale, the Seller is obliged to take the necessary steps to remove the defects immediately. The costs of defect removal are borne by the Seller. The removal of defects can consist of making such changes to the products so that, after they are introduced, the product meets all the requirements that it had before the defect occurred.

7.4.2. In the event that repair is not possible, the Seller undertakes to replace the product with a product free of defects, no later than 1 (one) month from the date of the reporting of the defect. The decision on the method of implementation of the warranty complaint is solely the responsibility of the Seller.

7.4.3. Parts obtained during repair under warranty are the property of the Seller.

7.4.4. If the complaint is not taken into account, the Seller will issue a VAT invoice to the Buyer for the costs incurred in connection with such complaints (expertise, shipments, arrivals, etc.).

7.4.5. The Seller is not liable for damages suffered by the Buyer and third parties arising as a result of the existence of defects during the warranty period.


§ 8. Force majeure, responsibility

8.1. Higher force.

8.1.1. The Seller shall not be liable for non-performance or improper performance of its obligations if the non -performance is due to circumstances caused by force majeure.

8.1.2. By force majeure the Parties understand circumstances independent of the Seller, in particular fires, floods and other natural disasters, wars, strikes, riots, demonstrations, epidemics, embargoes, interruptions or delays in the supply of raw materials, energy and components and other unforeseen disruptions, especially the reduction of working hours in the factories of the producers of the products sold by the Vendor or their subcontractors, breakdowns in the work, the circumstance on the part of the carriers, decisions of the public administration bodies, changes in the law, other similar circumstances.

8.2. Responsibility.

8.2.1. The Seller’s liability for damages caused to the Buyer (regardless of the legal basis) is limited to the value of the order, the non-performance or improper execution of which was the cause of the damage. Subject to paragraph 7.4.6, this also applies to damages resulting from product defects. The seller is only liable for actual damage. The Seller is not liable for any benefits that the Buyer could have obtained if he had not suffered any damage (lost benefits).

8.2.2. The Seller’s liability under the warranty is excluded.

§ 9. Confidentiality

9.1. All elaborations, plans and documents that the Buyer has received in connection with placing orders or selling products are confidential in nature. The buyer may use them for his or her own purposes only, may not make them available to third parties and is obliged to protect them from access by third parties.

9.2. In the event that the Parties do not conclude a contract, any preparations, plans and documents supplied to the Buyer must be returned to the Seller without delay, together with all copies, not later than 15 (fifteen) days from the date of submission of the request by the Seller.


§ 10. Final provisions

10.1. Subject to paragraph 10.2 below, these General Terms and Conditions of Sale have been delivered to the Buyer during registration in accordance with article 384 of the Civil Code (see paragraph 2.2 above) and apply to all agreements concluded between the Seller and Buyer after registration.

10.2. In the case of Buyers registered in the Seller’s system prior to the entry into force of these Terms and Conditions, Seller shall provide their records to the public, public knowledge and acceptance of the Buyer on its website and in printed form at the Headquarters of Seller. The Seller may also make these Terms of Use available as an attachment to the offers or as an online link to that attachment. If the Buyer remains in a permanent commercial relationship with the Seller, the acceptance by him of the Terms and Conditions for one order shall be deemed to be their acceptance for all other orders and sales agreements.

10.3. Without the prior written consent of the Seller, the Buyer is not entitled to deduct his or her claims from the seller’s claims.

10.4. Any oral agreement between the Parties shall be binding only upon confirmation by the parties in writing under the severity of nullity or in the manner specified in these General Terms of Sale.

10.5. Any disputes arising from contracts concluded under the General Terms of Sale shall be settled by the ordinary court competent for the seat of the Seller.

10.6. These General Terms of Sale and the sales agreement concluded on their basis are subject to Polish law. In cases not regulated in the General Terms of Sale or the sales contract, the provisions of the Civil Code apply.

Suchy Las,  26 February 2024