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General Terms and Conditions of Sale and Delivery

§ 1. General Provisions.

1. The general terms and conditions of sale specify the principles of concluding contracts for the sale of goods offered by Ropla Elektronik Sp. z o.o. with the registered office in Suchy Dwór (52-200) at Wrocławska 1C, hereinafter referred to as “Ropla Elektronik Sp. z o.o.” or the “Seller”.
2. The Seller does not execute sale contracts of values below PLN 100.00 in case of contracts of sale on the territory of the Republic of Poland and below $ 50.00 (or an equivalent of this value) in case of contracts of sale outside of the territory of the Republic of Poland.
3. The general terms and conditions of sale constitute an integral part of all the sale contracts concluded with Ropla Elektronik Sp. z o. o. and shall be applicable thereto unless the parties have explicitly provided for otherwise. Each deviation from the application of these General Terms and Conditions of Sale shall require the written form, otherwise null and void.
4. A sales contract is concluded pursuant to an oral, written or electronic order placed with Ropla Elektronik Sp. z o.o. by the Purchaser. An order, referred to in the foregoing clause, is considered in particular to be the oral, written or electronic acceptance by the Purchaser of the offer made by the Seller to the Purchaser. The Seller reserves the right to require a written confirmation of an order on a case by case basis.
5. . If during the second business day from placing an order the Purchaser does not cancel it, and the Seller does not notify the Purchaser about the refusal to accept the order, the contract is deemed to have been concluded. The cancellation of an order by the Purchaser shall require the written form, otherwise null and void.
6. The general terms and conditions of sale shall be communicated to the Purchaser at the latest when he places an order. If the Purchaser maintains regular business relations with the Seller, the acceptance of the General Terms and Conditions of Sale thereby at the time of the first order shall be considered to constitute acceptance of the same in case of all the remaining orders and sales contracts, until the time they are amended or their application is revoked.
7. If the Purchaser fails to accept the foregoing General Terms and Conditions of Sale and Orders, the Seller may suspend the release and delivery of the goods, until the acceptance thereof or until the time of determining other terms and conditions of sale. Upon fixing a suitable term for accepting or determining other terms and conditions of sale, and an ineffective expiry of this term, the Seller may withdraw from the contract.
8. The definitions used in the General Terms and Conditions of Sale and Deliveries of Ropla Elektronik Sp. z o.o.:
   a) GTCSD - the General Terms and Conditions of Sale and Deliveries of Ropla Elektronik Sp. z o.o.;
   b) Order - a declaration submitted by persons authorised to represent the Purchaser, addressed to the Seller, containing the willingness to conclude a contract and the necessary elements of a sales contract, i.e. the Purchaser’s name, in line with the applicable provisions of law, type of goods, quantity, price;
   c) Seller - Ropla Elektronik Sp. z o.o. with the registered office in Suchy Dwór (52-200) at Wrocławska 1c;
   d) Seller’s website – http://www.ropla.eu;
   e) Special delivery (goods to order) – sale of goods which are not on regular offer of the Seller at the time of placing the order and which the Seller has to acquire especially for the purpose of executing a particular order placed by the Purchaser;
   f) Purchaser - any legal person or body corporate, natural person, as well as an organisational unit not having separate legal personality, which addressed an order to the Seller, with respect to the use of goods or services on the Seller’s offer.

§ 2. Scope of application of the General Terms and Conditions of Sale and Deliveries

1. The GTCSD constitute an integral part of each and every order placed by the Purchaser with the Seller, and shall be applicable throughout the entire term of the contract. The Purchaser or a person authorised in writing thereby to act on the Purchaser's behalf, by placing an order confirms to have read and accepted the general terms and conditions of sale and deliveries. Commencing business cooperation is conditional upon fulfilling the foregoing requirement.
2. The GTCSD shall apply to the deliveries of goods, special deliveries made by the Seller and to the services rendered by the Seller. The Seller confirms the fulfilment of the Purchaser’s requirements during the execution of the contract by means of certificates, attestations and other documentation held thereby, which confirms the quality of the offered goods and/or services.
3. An order placed by the Purchaser is approved for execution pursuant to an oral, written or electronic order submitted to the Seller. The requirement pertaining to the written form is necessary in case of orders exceeding the nett amount of PLN 2.000 (in words: two thousand Polish zlotys); the written form requirement is considered to have been satisfied in case of orders exceeding the nett amount of PLN 2.000 (in words: two thousand Polish zlotys), if the order is submitted in an electronic form. Accepting an order in a form other than written or electronic shall require special arrangements of the Seller with the Purchaser.
4. Any amendment of the terms and conditions of the contract or any other separate oral arrangements shall be valid the moment they are confirmed in writing by the Seller, and shall apply exclusively to a given business transaction, unless the parties have established otherwise.
5. Any terms and conditions of executing contracts or making deliveries, as applied in the Purchaser’s establishment, having a different wording compared to these GTCSD, shall not be accepted by the Seller.
6. Apart from the regulations contained in the GTCSD, the Seller provides for a possibility of concluding individual contracts and reserves the right to accept partial orders and to reject them without reason.

§ 3. Information on goods

1. Any information pertaining to the goods, which follows from catalogues, brochures and other advertising/marketing materials presented by the Seller, constitutes an overview and is valid only to such an extent which is approved by both parties to the sales contract.
2. The Seller is obliged to deliver the goods in accordance with the Purchaser’s order and shall not be held responsible for the subsequent use and application thereof.
3. The Purchaser acknowledges the fact that in case of the offered goods, the relevant European and national standards are applicable.
4. Any announcements, advertisements and catalogues pertaining to the goods offered by the Seller are strictly informative in nature.
5. Any masters and samples of the goods offered by the Seller shall be treated strictly as illustrative and display-intended materials.

§ 4. Prices

1. The prices specified in the offers are valid during the period provided in the offer. If a period has not been provided, the prices shall be valid over a period during which the Purchaser could have immediately notified the Seller of accepting the offer.
2. Prices for the goods offered by the Seller, unless specified otherwise, do not include the tax on goods and services (VAT), insurance expenses and costs of delivery, and in case of sales contracts executed outside of the territory of the Republic of Poland - do not include bank fees.
3. The costs of delivery to the Purchaser and of any additional services shall be borne by the Purchaser and shall be agreed upon on an individual basis. No such arrangements shall mean that the collection of the goods is to take place in the Seller’s registered office.
4. Any costs which could arise during the execution of an order, e.g. repackaging, handling, insurance, bank fees and other charges and taxes applicable during the execution of the order, shall be borne by the Purchaser, unless the parties have determined otherwise.
5. The final price for the goods shall be determined on the basis of the prices, as applied in the Seller’s establishment, on the day of placing the order.
6. Any discounts, price reductions, deductions etc. granted by the Seller shall require individual arrangements in writing and shall be applicable to a given business transaction, unless the parties have agreed otherwise.

§ 5. Quantity

1. The goods are sold in quantities according to selling units (e.g. piece, pack etc.), taking into consideration the principles of sale in scope of minimum quantities e.g. Minimal Order Quantity (MOQ) applied in the sales of given goods by the Seller, and specified on the Seller’s website.
2. An evidence of the proper execution of an order (contract), and in particular of delivering the required models of goods to the Purchaser and the ordered number of items, is a document confirming the delivery or collection of the goods, especially in the form of a bill of lading or a confirmation of the release of goods (WZ), confirmed by the Purchaser or a person acting in the name of or on behalf of the Purchaser. For the avoidance of doubt, a person acting in the name of or on behalf of the Purchaser shall be considered to include the Purchaser’s employees, persons collaborating with the Purchaser pursuant to another legal relationship, persons responsible for transportation, shipping of the goods at the Purchaser's instruction, persons responsible for the protection of goods against theft or damage.
3. Lodging complaints with respect to the quantities and the models of ordered goods has to be effected in writing, otherwise null and void, on a confirmation of the release of goods (WZ)) or a bill of lading, immediately upon collecting the goods, however, no later than during one business day following the date of collecting the goods, under pain of forfeiting the rights on account of quantity discrepancies. The failure to lodge a complaint with respect to the quality and the models of ordered goods in the form and within the time limits specified in the foregoing clause, shall be considered by the Parties to constitute the proper execution of the order (contract) by the Seller, and in particular the delivery of the required models of goods and the ordered number of items to the Purchaser, and thus excludes the Seller’s liability for any potential losses incurred by the Purchaser as a result of the non-performance or the improper performance of the order by the Seller, to the exclusion of actual losses deliberately caused to the Purchaser by the Seller.

§ 6. Quality

1. The Purchaser shall be responsible for the conformity of the technical data, quality and quantity of the material specified in its order or contract to its needs.
2. If an order does not specify the conformity of a material with a standard or does not contain a description of the required quality of the material, the ordered goods shall be delivered in the form of ordinary trade goods, with no liability assumed for any special quality requirements.
3. The applicable attestations, certificates, declarations of conformity or other documents confirming the quality of goods, shall accompany the delivered goods, if such a requirement is included in the order or the contract. The Seller shall be held responsible for making sure that the accompanying documents concern the actually delivered goods. Owing to factors lying beyond the Seller’s control, the Seller does not verify the technical information contained in the attestations, certificates and other documents confirming quality.
4. The submission of attestations and certificates may be subject to a fee and for reasons beyond the Seller’s control, may take place following the delivery of the goods.
5. Any information pertaining to the specification of the merchandise is published on the Seller’s website.
6. Upon the Purchaser’s request indicated in the order or the contract, together with the delivered goods the Seller shall provide information regarding the specification of the goods, where the foregoing paragraph 4 shall apply accordingly.

§ 7. Delivery, date of delivery

1. The date of delivery of goods to the Purchaser is determined individually by the parties to the contract.
2. The date of delivery shall be deemed to have been met when the goods had been released from the Seller’s warehouse on a specific day or when the Purchaser had been notified about the readiness of the goods to be shipped, if the location where the goods are to be delivered had not been specified by the Purchaser.
3. The failure of the Seller to meet the delivery date shall authorise the Purchaser to assert the rights to which the latter is entitled by virtue of the law only when the Seller, despite an additional deadline agreed upon with the customer, still - irrespective of the written request - fails to make the delivery or provide a service, taking into account paragraph 3.
4. The delivery date shall be extended by the period of duration of an obstacle which occurred as a result of circumstances lying beyond the control of the parties, i.e. events of force majeure, unpredictable disturbances in the Seller’s operations, e.g. power failure, transportation and customs delays, damage incurred during transportation, inclusive of road blocks, temporary restrictions pertaining to road traffic of transportation trucks.
5. The Purchaser shall be obliged to collect the goods or services immediately after being notified about the availability thereof in the Seller’s warehouses. In case of a delay with respect to collection, the Purchaser may be charged with warehousing costs, without prejudice to other rights to which the Seller is entitled. Each partial delivery shall constitute a separate transaction and may be invoiced as separate by the Seller.
6. In case of a complete or partial cancellation of an order, the Purchaser shall be obliged to cover all and any costs incurred by the Seller in connection with the execution of the order.

§ 8. Effecting deliveries and transfer of risk

1. In case of a delivery of goods made through a forwarding agent or carrier selected by the Purchaser, the release of the goods to the Purchaser is deemed to have been made the moment the Seller entrusts the goods with the forwarding agent or carrier selected by the Purchaser. The Purchaser shall be responsible for the risk of accidental loss of or damage to the goods the moment the goods are released to the forwarding agent or carrier selected by the Purchaser.
2. In case of no detailed instructions from the Purchaser, the delivery is made at the Seller’s own discretion, while observing the principles of mercantile diligence, with no guarantee provided with respect to the selection of the fastest and the cheapest method of delivering the goods. In such a case the Seller shall not be held responsible for the choice.
3. The Seller shall not be held responsible for the acts or omissions of the carriers, forwarding agents. In case of a delivery of goods made through a forwarding agent or carrier, the release of the goods to the Purchaser is deemed to have been made the moment the Seller entrusts the goods with the forwarding agent or carrier. The forwarding agent or carrier shall be responsible for the risk of accidental loss of or damage to the goods the moment the goods are released to the forwarding agent or carrier.

§ 9. Packaging

1. The Seller shall make every endeavour to pack the goods properly.
2. Materials used for packing are charged to the Seller’s own costs and are not subject to reimbursement, unless the parties have determined otherwise.

§ 10. Liability for defects

1. Statutory warranty for physical and legal defects of the goods is hereby excluded in case of the Purchasers which do not enjoy the status of a consumer within the meaning of Art. 22¹ of the Civil Code. The Purchasers which do not enjoy the status of a consumer shall not be entitled to statutory warranty for defects of goods, in accordance with the terms and conditions set forth in the Civil Code.
2. The Seller provides no guarantee to the Purchasers with respect to the goods sold.
3. Despite the exclusion of the statutory warranty with respect to the Purchasers which do not enjoy the status of a consumer and no provision of a guarantee for the sold goods by the Seller, the Purchaser has the right to report defects of the goods purchased, in accordance with the terms and conditions described hereinbelow.
4. The Purchaser shall be entitled to report defects of goods within a period of 1 year from the date of collecting goods by or delivering goods to the Purchaser. The Purchaser shall be obliged to submit a report no later than within 3 days from the date of revealing a latent defect of goods (possible to be disclosed only during the usage of the goods).
5. The time limits set forth in paragraph 4 above shall be considered to have been met depending on the date of submitting a report to the Seller. Each and every report ought to be lodged in writing and may be sent to the Seller by means of mail, fax message, electronic mail and has to include a detailed description of the type of defect. The failure to satisfy the aforementioned requirements shall cause the forfeiture by the Purchaser of any entitlements ensuing from the right to report defects of the purchased goods.
6. Any visible defects with respect to the delivered or collected goods should be reported at the time of collecting goods and communicated in a document confirming the delivery or collection of the goods. Only an entry made in the delivery or collection documents may constitute the basis for lodging any potential claims on account of reporting visible defects of goods.
7. Excepted from being reported are any faults, defects and damage being the consequence of using the goods in a manner which does not conform to their specification, submitted along with the goods or published on the Seller’s website.
8. Should a report on the defects of goods be made in accordance with the assumptions of this paragraph, the Seller shall forward the report to the goods manufacturer within 14 business days from the date of receiving the defects report.
9. The Seller may process the report without the necessity to forward the report to the manufacturer, in case when the manufacturer’s participation in the report processing would cause excessive costs or when the confirmed reasons for the defectiveness of the purchased goods leave no doubts.
10. At the Seller’s request the Purchaser shall be obliged to deliver samples of defective goods within 3 business days from receiving such a request. The failure to deliver samples of defective goods at the Seller’s request shall constitute the basis for processing the report by the Seller to the Purchaser’s disadvantage.
11. In case of processing the report to the Purchaser's advantage, at the Seller’s or manufacturer’s discretion, the Purchaser shall have the purchase price for the goods reimbursed or the defective goods shall be replaced with goods free from defects.
12. The date and the terms and conditions of the replacement of goods or purchase price reimbursement shall be determined on a case-by-case basis between the Customer and the Seller. The return of the defective goods shall be made at the Seller’s request or upon the Seller’s prior approval expressed in writing or in an electronic form.
13. The Seller shall not be held liable for any losses occurring on the Purchaser’s side in connection with the failure to meet the deadline of replacing the goods or the reimbursement of the purchase price for the goods.

§ 11. Return of goods

1. Acceptance of the return of goods that have been challenged by the Purchaser and approved by the Seller, shall be conditional upon the goods being undamaged, unprocessed by the Purchaser and identifiable with respect to the parameters contained in attestations. In case of factory sealed goods they have to be in their original packaging, showing no signs of damage.
2. The return of goods shall take place exclusively upon a prior written notification of the Seller thereof and upon obtaining the Seller’s written confirmation / approval.
3. The return of goods takes place on the basis of documents pertaining to a given business transaction, being in the Seller’s possession.

§ 12. Indemnification

1. The Seller shall not be held responsible for any damage sustained by the Purchaser as a consequence of the non-performance or the improper performance of the order by the Seller, to the exclusion of actual losses deliberately caused to the Purchaser by the Seller.
2. The instructions regarding the further processing of goods, installation and the intended purpose of the goods shall be observed with no exceptions. The liability of the Seller is excluded in line with the principles set forth in paragraph 1 above, in case of the failure of the Purchaser to observe these instructions or the failure of the Purchaser to satisfy the legally determined terms and conditions of allowing a product to be used or introducing it for sales and general use, alternatively, introducing it for sales and individual use.

§ 13. Terms of payment

1. Invoices issued by the Seller shall be payable without any deductions, by the maturity date indicated on the invoice, following their date of issue.
2. Invoices issued by the Seller shall be payable by bank transfer, onto the bank account specified on the invoice. Any bank fees shall be borne by the Purchaser.
3. In case of a delay in any payment, the Seller shall be entitled to charge - as long as this does not cause excessive costs on the Seller’s side - interest for delay in the statutory amount.
4. In case of a delay in payment by the Purchaser or in case of Purchaser's other actions performed to the Seller’s detriment, the Seller reserves the right to suspend deliveries or the provision of services until the created obstacle, having influence on the completion of the agreed service, has been removed.
5. In case of ordering goods and then failing to collect them, withdrawing from the order or in case of any other failure to execute the contract, which is attributable to the Purchaser, the Seller shall be entitled to charge liquidated damages in the amount of 20% of the gross value of the open part of the order.
6. In case of a cancellation of an order pertaining to a delivery of goods tailored to the Purchaser’s individual needs, the liquidated damages shall amount to 100% of the gross value of the goods. Any prepayments made by the Purchaser towards this order shall be recognised towards the aforementioned liquidated damages.
7. Any deliveries made to order shall require a prepayment in the amount determined by the Seller.
8. The Seller reserves the right to seek compensation which exceeds the value of liquidated damages.

§ 14. Reservation of ownership

1. The Seller reserves the ownership of the goods until the payment of the full price has been effected, unless the parties have agreed otherwise in writing.

§ 15. Right of withdrawal

1. The Seller may withdraw from the order (contract) in whole or in part, effective forthwith, within a period of 6 months from the occurrence of one of the following events:
   a) missing payment of an advance payment or an earnest money deposit, if applicable, for a period exceeding 7 days from the date specified in the order or notified to the Purchaser in another manner,
   b) failure of the Purchaser to provide information necessary to execute an order, upon requesting the Purchaser to forward the missing information, documents and upon an ineffective expiry of an additional deadline fixed by the Seller and communicated to the Purchaser,
   c) failure to pay, over a period of more than 7 days, the amount due for part of the goods previously delivered or released to the Purchaser, or for goods delivered or released to the Purchaser pursuant to the order; the Seller may withdraw from the open part of the order (contract) in such a case.
2. Any withdrawal from the order (contract) shall require the written form, otherwise null and void.
3. In case of a withdrawal from the order (contract) or any part thereof by the Seller, for reasons attributable to the Purchaser, the Purchaser shall pay the Seller liquidated damages in the amount of 15% of the gross value of the open part of the order, within a period of 14 days following the date the Company issues a debit note.
4. The Purchaser enjoying the status of a consumer shall be entitled to withdraw from the contract within 14 days from the date goods are delivered to the Purchaser, in accordance with the terms and conditions and the procedure specified in the act on consumer’s rights dated 30^th May 2014 (Dz. U. [Journal of Laws] 2014.827).

§ 16. Applicable law, place of discharging obligations, local jurisdiction of the court

1. The legal relations with the Purchaser shall be governed exclusively by the Polish law. The place of discharging any obligations under these provisions shall be the Seller’s registered seat.
2. Any disputes which could result either directly or indirectly from these provisions shall be settled by the competent Polish court having local and subject-matter jurisdiction over the Seller’s registered seat.

§ 17. Remaining provisions

1. Any assignment of the rights which follow from the concluded sales contract onto any third parties without the Seller’s written consent is not permitted.
2. In case of a legal ineffectiveness of individual paragraphs of the GTCSD, the remaining provisions and the orders executed pursuant thereto, shall remain in full force and effect. The parties shall agree upon an effective provision which is to replace the ineffective provision, where the former shall correspond as close as possible to the latter’s meaning and purpose.
3. By accepting these GTCSD the Purchaser hereby provides consent for the processing of their personal details by the Seller for the purpose of executing the order, as well as for marketing purposes connected with the Seller’s business activities.
4. The Purchaser enjoys all the rights, in accordance with the provisions of the act dated 29^th August 1997 on the protection of personal data (Dz. U. [Journal of Laws] of 2002 No. 101, item 926, as amended), and in particular the right to access their own personal details.
5. As to any matters not regulated by the provisions of these GTCSD, the provisions of the Civil Code and the act dated 12^th June 2003 on dates of payment in business transactions (Dz. U. [Journal of Laws] No. 139, item 1323) shall apply, respectively.