General Terms and Conditions of Sale

I. DEFINITIONS

1. The terms: “GTCSD”, “GTCS”, “Terms”, “these Terms”, “hereby”, “below”, “above” and others used in a similar context shall mean these General Terms and Conditions of Sale and Delivery.
2. The term “commercial goods” or “goods” shall mean pellet burners, burner sets, controllers, thermostats, sensors, feeders, hoppers, spare parts and accessories, as well as other electrical accessories being the subject of sale carried out by the Seller.
3. The term “Seller” or “Selling Party” shall mean ISOL Sp. z o.o. in Piła.
4. The term “Buyer” or “Buying Party” shall mean any domestic or foreign entity (legal or natural person) purchasing commercial goods from the Seller.
5. The term “Party” or “Parties” shall mean the Selling and Buying Parties jointly.

II. GENERAL PROVISIONS

1. The Terms set out below apply to every sales transaction and every delivery of commercial goods made between the Seller and the Buyer.
2. These Terms shall be binding upon the Parties for all subsequent transactions, regardless of their subject matter.
3. Any changes, additional arrangements, suspensions or terminations of the Terms require the Seller’s written consent.
4. Terms inconsistent with the provisions below shall not be binding on the Seller, even if they have not been expressly rejected by the Seller. Such terms shall be binding on the Seller only if he gives written consent to a different regulation of the mutual rights and obligations of the Parties. Errors and obvious mistakes shall not be binding on the Parties. In particular, acceptance of any “General Terms and Conditions of Purchase” of the Buying Party or other terms or documents of a similar nature by the Seller’s signing of an order confirmation or any other documents referring to these terms is excluded.

III. CONCLUSION OF THE CONTRACT

1. Catalogues, price lists and other information addressed to customers do not constitute an offer.
2. The Seller’s Sales Representatives act only within the limits of the powers of attorney granted to them. The Seller shall not bear any responsibility for the actions of Sales Representatives that exceed the scope of the power of attorney granted to them.

IV. DELIVERY

1. Orders shall be deemed validly placed if they have been submitted by email to the Seller’s official email addresses and the acceptance of such orders has been confirmed by the Seller by email. In exceptional situations, orders shall be deemed validly placed if they have been submitted by telephone to the official telephone numbers of the sales department employees and the acceptance of such orders has been confirmed by the Seller by email.
2. The order shall specify all non-standard installation conditions. Failure to specify non-standard installation conditions and the actual occurrence of such conditions for a given goods shall void the guarantee.
3. Delivery dates shall be determined by the Seller in the confirmation of acceptance of the Buyer’s order or in the Seller’s offer; however, they are estimated dates and are not binding on the Seller. The Seller shall make every effort to make deliveries within the agreed dates; however, meeting the delivery dates shall depend on the Buyer’s timely performance of contractual obligations, including the deadline for accepting the offer or placing a valid order and providing the necessary information, as well as on the timely performance of obligations by the Seller’s contractors or sub-suppliers serving the performance of the contractual obligations undertaken by the Seller towards the Buyer. Any changes requested by the Buyer may result in extension of the delivery date. Products/commercial goods shall be deemed delivered on time if they are handed over to the first carrier or reported ready for dispatch at the Seller’s plant before the agreed delivery date expires.
4. The delivery period shall commence on the date of delivery to the Buyer of the confirmation of acceptance of the order for execution or the date of receipt into the Seller’s account of the agreed advance payment or deposit, depending on the detailed provisions of the Parties, with the reservation that the delivery period cannot commence earlier than any overdue payments by the Buyer to the Seller have been settled. If the Buyer has not indicated the place of delivery, the deadline shall be deemed met if, on the specified date, the goods were prepared for release. The costs of storing the goods from that moment until release shall be borne by the Buyer.
5. The Seller shall not be liable for failure to meet the deadline if the reason for the failure was force majeure or other circumstances beyond the Seller’s control.
6. Until the obstacle ceases, the Seller may suspend or limit delivery or withdraw from the contract.
7. In the event of suspension or limitation of delivery, the delivery period shall be suspended in whole or in part with respect to the suspended delivery, until the obstacle ceases.
8. In none of the above situations shall the Seller be deemed to have failed to perform or to have improperly performed the obligation, and the Buyer shall not be granted the right to claim damages or contractual penalties.
9. Each delivery may be carried out by the Seller in parts. The determination of quantity, type and deadline is at the Seller’s discretion.
10. In the case of a cooperation agreement for regular deliveries, each individual delivery shall be treated as a separate sales contract. The provisions of these terms on the conclusion of a contract shall apply accordingly.
11. If the Seller delays the execution of an individual delivery or if its execution becomes impossible, the Buyer may withdraw from the contract with respect to the remaining deliveries, but without the right to claim compensation for any damage suffered as a result of the Seller’s failure to make deliveries.
12. If delivery is delayed for reasons attributable to the Buyer or if it is not collected by the Buyer in a timely manner, the Seller, at its own discretion and without any liability, has the right to store the products at the Buyer’s risk, invoice them on Ex WORKS terms and charge the Buyer with storage costs. If storage takes place in the Seller’s warehouses, storage costs shall amount to no less than 0.01% of the invoiced value for each day of storage, starting from the date of notification of readiness for dispatch. The Seller has the right to set a further collection date and, after exceeding this date, has the right to sell or freely dispose of the goods. Sale or other disposal of the goods does not release the Buyer from the obligation to pay for the goods. Sale or other disposal of the goods does not release the Buyer from the obligation to pay the amount charged to the Buyer by the Seller for storage.

V. SHIPPING

1. In the case of delivery via a forwarder or carrier, the risk of accidental loss or destruction of the goods passes to the Buyer at the moment the Seller hands the goods over to the forwarder or carrier. The Seller shall not be liable for shortages and defects in the goods themselves or their packaging arising after that moment. If the customer wishes to collect/collects the goods on their own, collection takes place on the basis of EX WORKS according to INCOTERMS 2000. If the Buyer fails to specify in due time, but no later than 2 working days before the Seller dispatches the goods, the method and type of packaging and the means of transport by which the delivery is to be carried out, the Seller may freely, with due diligence, choose the packaging and means of transport and send the subject of the contract to the Buyer at its expense. Packaging — its method and type — beyond that provided by the Seller is additionally payable by the Buyer.

VI. PRICES

1. The prices given in price lists, offers and confirmations are net prices (without VAT). In the event of a change in the applicable VAT rates, the gross price shall change. VAT shall be added to each net price, which the Buyer is obliged to pay together with the net price. In domestic transactions, price lists contain prices expressed in Polish zlotys and are net prices. Sales are made in zlotys. In foreign transactions, price lists are expressed in euro and are net prices, and sales are made in euro. In exceptional cases, in foreign transactions, it is possible to make sales in Polish zlotys after prior arrangement with the Seller.
2. The Goods prices given are specified for the standard construction of the device. An additional fee may be charged if additional technical solutions have been applied, provided that their application is possible from a technical point of view and subject to the Seller’s capability and willingness.
3. The price includes costs of delivery of goods within the country on the next working day counted from the day of dispatch, on CIP terms according to Incoterms 2000, whose value exceeds PLN 1,000 net. The price does not include unloading the products and placing them inside the premises. The price also does not include vertical transport within the premises.
4. Prices after placing the order and concluding the contract may change in the event of a change in semi-finished products of the subject of sale, e.g. motors, or accompanying services, e.g. forwarding. In the event of a price change, the Seller shall inform the Buyer in writing.

VII. PAYMENTS

1. Invoices issued by the Seller become due and payable within the deadline specified on the invoice. The day of payment shall be deemed to be the day of payment made in cash, by certified cheque, or the day of receipt of the payment amount into the Seller’s account; whereby payments are deemed made only if they are made in full.
2. If the payment deadline falls on a non-working day, payment may be made on the next working day.
3. The invoice is simultaneously the first payment request.
4. Any advances or prepayments made by the Buyer towards future deliveries shall not constitute a deposit within the meaning of the Civil Code, unless the Seller confirms a specific payment as a deposit in writing.
5. If the agreed payment deadlines are exceeded, the legal consequences of delay (failure to meet payment obligations) may be taken without notice.
6. If the Buyer is in arrears with payment of one or more amounts due, the Seller may make the execution of further deliveries conditional on payment or the Buyer’s provision of security for such amounts. The Seller may also withdraw from the contract with immediate effect. In such a situation, all the Buyer’s obligations towards the Seller become immediately due and payable on the day of the Seller’s withdrawal from the contract.
7. The application of any mutual set-offs is excluded in settlements between the Parties.

VIII. RETENTION OF TITLE

1. The goods delivered to the Buyer remain the property of the Seller until the Buyer has paid the sale price in full.
2. In the event that third parties raise any claims against the Buyer in respect of goods owned by the Seller, the Buyer is obliged to immediately notify the Seller thereof and take all actions aimed at protecting the Seller’s rights. In the event of neglect of the above-mentioned obligation, the Buyer shall bear liability for damages towards the Seller.
3. In the event of the Buyer’s delay in payment for the goods, the Buyer is obliged, at the Seller’s request, to immediately and unconditionally return the delivered goods to the Seller in full.
4. The Seller’s demand and collection of the goods shall not — unless the Parties have agreed otherwise — constitute withdrawal from the delivery contract, but shall only constitute security for the Buyer’s performance of its obligations towards the Seller.
5. The costs of delivery (return) of the goods to the Seller shall be borne by the Buyer.

IX. LIABILITY OF THE PARTIES

1. The Buyer is responsible for the correctness and completeness of the data contained in the order or in the documentation provided to the Seller.
2. If the parties have agreed in writing to the delivery of products or materials not meeting Polish Standards or other technical or safety standards, the Seller shall not be liable for any damage resulting therefrom.
3. The Buyer is responsible for the possibilities of application and the consequences of using the goods delivered by the Seller in specific construction solutions of the Buyer, even if the Seller was involved as an advisor or consultant in the preparation of the construction and final product of the Buyer.
4. The Seller is liable for the possibility and correctness of applying its goods in specific solutions and final products of the Buyer only if this expressly results from arrangements between the Parties. However, the Seller is not liable as above if the Buyer did not comply with the Seller’s express instructions, recommendations and guidelines.
5. The Seller shall not be liable to the Buyer for defects in a product or goods manufactured by the Buyer using goods delivered by the Seller.
6. Neither party shall be liable to the other for lost profits and any other damage that the Party suffers as a result of non-performance of the contract/Terms or improper performance thereof.

X. GUARANTEE, WARRANTY, COMPLAINTS

1. The Seller grants a guarantee on the sold commercial goods on the terms specified in these Terms and in the guarantee card issued together with the equipment, whereby the GTCSD shall prevail in the event of discrepancies between the card and the provisions of these Terms. However, lack of a guarantee card means no guarantee for the given goods.
2. The guarantee period begins on the day of the first start-up of the subject of the contract by the Seller’s service and ends upon expiration of the time specified in the guarantee card, or in the case of burner sets upon expiration of 36 months, with the reservation that the subject of the contract shall be subjected to annual paid guarantee inspections provided by the Seller’s service. The Seller shall perform guarantee obligations only upon the Buyer’s presentation of the guarantee card. The Buyer shall not be entitled to the guarantee if it does not present the guarantee card when submitting a complaint.

3. The Buyer loses the rights of the guarantee granted by the Seller with respect to the entirety of the goods in the event of non-compliance with the guarantee conditions specified in detail in the documents attached to the goods, in particular such as: mandatory technical inspections, operation of devices in proper conditions, operation of devices by authorised persons, use of proper fuel, etc. The conditions listed in the guarantee documentation supplement this provision. The Seller declares that the goods delivered to the Buyer meet the quality standards specified in the current offer of ISOL Sp. z o.o. in Piła.
4. The Buyer or carrier is obliged to inspect the goods at the moment of their release for hidden and apparent defects and quantity shortages.
5. Goods accepted by the Buyer or carrier without reservations shall be considered as goods without defects.
6. If the goods were released in collective packaging, then defects of the goods or quantity shortages must be reported upon collection of the goods from the carrier.
7. The Seller grants a guarantee to Polish entities, which is valid only in the territory of Poland — unless detailed provisions of the Parties state otherwise. Removal of goods purchased by a Polish entity abroad results in loss of the guarantee. Guarantee repairs will not be carried out outside the borders of Poland. Any repairs, even during the guarantee period, carried out outside the borders of Poland shall be charged to the Buyer — unless detailed provisions of the parties state otherwise. In a situation where the Buyer wants the Seller to carry out the repair outside the borders of Poland, such a repair shall be a paid repair in every respect, including that parts, labour, travel and other costs are payable. The repair shall be carried out after prior payment by the Buyer of an advance for the future repair in the amount of the estimated repair costs.
8. The Seller shall perform the guarantee repair (if the goods are covered by the guarantee) within an appropriate time, taking into account the time for arranging spare parts and the temporary possibility of organising a service team. The Seller shall not be liable for any damage suffered by the Buyer as a result of failure or malfunction of the goods, during the guarantee period and after the end of the guarantee period.
9. The guarantee does not cover burning out of motors, controllers or fire from any cause.
10. The guarantee covers solely products used and installed in standard conditions. The guarantee is excluded if the products are installed in non-standard conditions. Non-standard conditions are considered to be the installation of burners, feeders and controllers in places exposed to corrosion or unfavourable climatic or weather conditions. The costs of any repairs and deliveries of devices to service, used or operated in non-standard conditions, shall be covered by the Buyer. The Seller shall not cover, under the guarantee, the costs of lifting and lowering devices from heights above 3 m above ground, or other costs related to such devices and carried out in connection with repairs of such devices. The Seller shall not cover costs of removing and installing in/from closed premises, or removing and placing into premises located below ground level. The risk of installation, use and operation of the device in non-standard conditions is borne by the Buyer — including in respect of the guarantee, which is excluded in such conditions.
11. For products installed and used in non-standard conditions, the Seller may grant an additional guarantee against payment and on the basis of a separately signed agreement on guarantee in non-standard conditions.
12. The guarantee does not cover any additional costs not directly related to the installation of the device, e.g.: costs of stopping/interrupting the Buyer’s production or the Buyer’s Buyer, costs of stopping traffic, etc.
13. The statutory warranty (rękojmia) is excluded by virtue of these Terms/contract.
14. In the event that the Buyer reports a malfunction or defect which, in its opinion, is subject to the guarantee, and as a result of the Seller’s inspection it turns out that the Goods are not damaged or that the defect or damage is not subject to repair under the guarantee, the Buyer is obliged to pay for the repair carried out and to cover the costs of transport of the item subject to the guarantee to the Seller’s premises and from those premises to the Buyer’s premises or another place indicated by the Buyer, or to cover the costs of round-trip transport in the event that the repair, for any reason, is not carried out. If it was not possible to transport the goods and the repair was to be carried out at the location of the device, the Buyer shall cover the cost of the service’s travel to the device from the Seller’s premises to the location of the goods. The Buyer shall also cover the cost of service labour, materials used and replaced parts according to the Seller’s current price list.
15. The Guarantor covers the costs of guarantee repairs solely for devices used and installed in the territory of Poland. Outside Poland, the guarantee ceases — unless detailed provisions of the Parties state otherwise.

XI. WITHDRAWAL FROM THE CONTRACT BY THE BUYER

1. Apart from cases of withdrawal from the contract provided for by the Civil Code, the parties may terminate the contract by mutual agreement. In the event of termination of the contract, the Seller shall not be obliged to accept back non-defective goods that are the subject of delivery. If, however, the Seller agrees to the Buyer’s withdrawal from the contract and to accept back the products that are the subject of the orders, the cost of delivering the goods that are to be accepted back by the Seller shall be borne by the Buyer.

2. In the event of the Buyer’s resignation from the purchase of the ordered goods, the Buyer’s withdrawal from the contract, or the Seller’s withdrawal from the contract due to the Buyer’s fault, the Buyer shall pay the Seller a contractual penalty in the amount of 30% of the gross order. The Buyer shall pay the contractual penalty upon the first written demand of the Seller.

XII

1. The Buyer declares that it is aware of criminal and civil liability for acts of unfair competition specified in the Act of 16 April 1993 on combating unfair competition, and in particular of the following obligations:
2. not to disseminate, disclose or use information constituting the Seller’s business secret within the meaning of Article 11.4 of the aforementioned Act; and
3. not to induce any entity (natural person, organisational unit with or without legal personality) being a party to a contract with the Seller to fail to perform or to improperly perform its obligations towards the Seller.
4. The Buyer shall not take the actions referred to above for a period of 5 years after performance of this contract.
5. The Buyer shall not, during the term of the contract or after its termination, disseminate, disclose or use also such information which does not constitute the Seller’s business secret but whose dissemination, disclosure or use could in any way harm the reputation of or otherwise cause damage to the Seller.
6. The Buyer shall make every effort to prevent the publication or disclosure of any information constituting a business secret as specified above. The Seller’s protection specified in this point is granted to the Seller additionally and independently of the protection resulting from applicable legal provisions. In particular, the provisions of this article do not prejudice legal provisions or any contractual obligations granting broader protection.

XIII

1. The law applicable to these terms and contracts between the parties is exclusively Polish law. In matters not regulated by the provisions of these terms, the provisions of the Civil Code shall apply accordingly.
2. In the event of drawing up contracts and purchase terms in Polish and a foreign language, the authentic language of the contract is Polish. In the event of differences between the Polish-language version of the contract and the foreign version, the Polish version shall prevail.
3. Any changes to these Terms and changes to contracts between the parties shall require written form for their validity.
4. The place of performance of contracts between the Parties is Piła.
5. All disputes arising from these terms and contracts based on them shall be resolved by courts having substantive jurisdiction over the Seller’s registered office.

XIV. ADDITIONAL REMARKS

1. The Seller reserves the right to make design changes resulting from the development of technical achievements in relation to those proposed in the current sales offer.
2. Property rights to all intangible goods covered by the protection of the Industrial Property Law Act and the Copyright Act, in particular works protected by copyright, patents for inventions, utility models, trademarks, trade names, designations of origin, appellations of origin, topographies of integrated circuits, rationalisation projects, information on the correct application of inventions, other information and experience of a technical nature directly suitable for use in business and scientific activity, information of an organisational nature and other, made available to the Buyer by the Seller as a result of performing the obligations of this contract, constitute the property of the Seller. The objects on which the transferred good has been recorded constitute the property of the Seller. The Buyer does not have the right to use them for other purposes, nor to copy, duplicate or make them available to third parties other than for the use of the purchased goods. These documents do not transfer title of ownership, nor do they imply the granting of any licence. Drawings and other documents remaining the property of the Seller shall be immediately returned upon the Seller’s request together with any copies made of them. 3. The Buyer undertakes not to use for any other purposes, and also not to make available or transfer to other entities any elements, information and technical documentation on the basis of which the devices ordered by the Buyer were manufactured.
3. All sales references and documents prepared and made available to customers are subject to return upon the Seller’s request together with any copies made of them. If the order was not placed at the Seller’s registered office, all of them must be immediately returned without such a request.
4. After the sale of devices, the Seller has the right to enter the sold device and data concerning the customer on a standard reference list, including the name and type of device, date of sale, name of the customer and country. Failure to contest this provision of point XIV, sub-point 4 of the GTCSD is tantamount to consent to the inclusion of this data on the reference list. Any objections may be submitted by the customer in writing.
5. In the event of violation of any of the provisions of this paragraph, the Buyer shall pay the Seller a contractual penalty in the amount of 100% of the gross contract value. Should the value of the damage exceed the value of the contractual penalty, the Seller has the right to seek compensation in full.
6. These terms apply exclusively to entrepreneurs. Their application to individual (consumer) sales is excluded.