General Terms and Conditions of Sale

POLYCHEM SYSTEMS SP. Z O.O. General Terms and Conditions of Sale

Art. 1.
GENERAL
1. The hereby document (hereinafter: “GTCS”) sets out the general terms and conditions of all sales transactions entered by Polychem Systems sp. z o.o. (hereinafter: “Seller”).
2. The provisions of the GTCS may only be amended by including an appropriate provision in the sales contract. In such a case, the provision of the sales contract shall prevail. The GTCS shall be published by the Seller on the Seller’s website, which is tantamount to them being made available to the Buyer prior to the conclusion of the contract. The Buyer may copy/download the GTCS from the Seller’s website, as well as store and reproduce them.
3. These GTCS shall be construed as an objection against any terms and conditions established unilaterally by the Buyer.
4. Any correspondence addressed to the Seller shall be sent to the following address: Polychem Systems sp. z o.o., ul. Wołczyńska 43, 60-003 Poznań.
5. In the event of discrepancies between the provisions of the Sales Contract and the provisions of these GTCS, the provisions of the latter shall prevail, subject to Sec. 7.
6. In cases where the Buyer submits a purchase offer using its own form, this shall not exclude the application of the provisions of the GTCS. The provisions of the GTCS shall prevail over any provisions of the order submitted using the bidder’s form.
7. The Parties may enter into legal relations on terms and conditions other than those specified in the GTCS only by way of a separate Agreement, which must be concluded in writing or under pain of nullity, as a result of negotiations between the Parties, and must precisely define the extent to which the GTCS are excluded.
8. The Buyer agrees to the sale under the provisions of these GTCS.
9. Should any provision hereof be rendered unenforceable, whether in whole or in part, this shall not affect the remainder of the provision in question or any other provisions hereof. To the extent permitted by the law applicable to the Seller, the Parties hereto shall agree in good faith to replace such invalid provision with a lawful provision having a similar economic effect.
10. Unless the GTCS expressly provides otherwise, any amendments and modifications hereto must be made in writing and signed by duly authorised representatives of the Parties or else be deemed null and void. The Buyer may also copy/download the amended or modified GTCS from the Seller’s website, as well as store and reproduce them.

Art. 2.
BUSINESS CORRESPONDENCE AND PURCHASE ORDERS
1. Any catalogue materials, product data sheets, material safety data sheets and diagrams and drawings attached to the offer shall be subject to change. The Seller reserves the ownership and copyright in respect of cost estimates, drawings and other documentation provided to the Buyer. Copying and sharing such content, as well as samples of goods and commercial offers, with third parties without the consent of the Seller shall be prohibited.
2. Unless otherwise stated, all offers sent by the Seller shall remain valid for 30 days.
3. E-mail correspondence shall be deemed binding unless otherwise specified.
4. Purchase orders shall be deemed placed and binding upon official written confirmation by the Seller. Any contracts shall enter into force on the day of signature by all Parties thereto.
5. The Seller shall make available to the Buyer, at any time upon the Buyer’s request, the up-to-date product data sheets, material safety data sheets, approvals, attestations, certificates and others.
6. The Seller represents to the Buyer that the goods shall not contain any legally prohibited substances.

Art. 3.
PRICES AND TERMS OF PAYMENT
1. All prices shall be construed as inclusive of Value Added Tax (VAT) at the current statutory rate.
2. Unless otherwise agreed, the prices indicated in the Seller’s current commercial offer shall apply.
3. Unless otherwise agreed, the payment terms set out in the Seller’s last valid commercial offer sent to the Buyer shall apply. The commissioning of the order and commencement of the contractual deadlines shall be conditioned by payment of the advance payment, if applicable.
4. If the Buyer fails to meet the payment deadlines, the Seller shall be entitled to charge statutory interest.
5. The Buyer shall not be entitled to withhold payment or make set-offs without the express written consent of the Seller.
6. Where payment arrears exist after the agreed payment deadline or the purchase order placed exceeds the agreed trade credit amount, the Seller shall be entitled to suspend the shipment of goods and/or the performance of the contract until the arrears are settled by the Buyer or the amount exceeding the agreed trade credit amount is paid.
7. The Seller shall only issue proforma invoices if the contract or the commercial offer so provide.
8. The Buyer shall bear the costs of cancelling the orders for goods placed with the Seller (including administrative costs and storage of the goods or their return to the warehouse).
9. Where a deferred payment deadline is applied for the delivery (i.e. payment after the delivery of the goods to the Buyer), and the Buyer fails to meet the payment deadline indicated on the VAT invoice, the Seller may initiate a procedure to obtain voluntary payment of the amount due. The Buyer shall reimburse the Seller, based on a debit note, the flat-rate costs associated with the above procedure in the following amount:
a) PLN 50.00 for the first and each subsequent payment request,
b) PLN 100.00 for the first and each subsequent payment request if the payment request is issued on behalf of the Seller by a law firm.

Art. 4.
DEADLINES
1. The delivery deadline shall run from the day the Buyer and Seller sign the contract or agree in writing on the contents of the purchase order. Meeting the delivery deadline shall be subject (insofar as applicable) to the timely receipt of complete documentation from the Buyer, including the necessary permits, approvals and clarifications, as well as the timely clarification and approval of projects, and the fulfilment of agreed payment terms and other obligations by the Buyer.
2. The delivery deadline shall be deemed to have been met if the shipment of ready-to-use goods has left the Seller’s warehouse before the agreed delivery date. If the dispatch or receipt of goods is delayed for reasons attributable to the Buyer, then the sending of notification of readiness of goods for dispatch or collection prior to the agreed delivery deadline shall be construed as compliance with the applicable delivery deadline.
3. Where the delay in receipt or dispatch of the goods caused by the Buyer is longer than 30 days, the Seller may dispose of the goods at its discretion, and the Buyer shall not be entitled to make claims for late or non-delivery. The Seller shall also be entitled to claim reimbursement from the Buyer for the costs incurred, including administrative costs and those related to the storage of the goods or their return to the warehouse.
4. If there emerge any previously unforeseeable obstacles hindering the fulfilment of the Seller’s obligations or the obligations of its subcontractors, and if such obstacles arising from force majeure or late deliveries of crucial production materials or semi-finished products could not have been prevented with due diligence, the agreed delivery dates shall be postponed accordingly. If such obstacles have rendered the Seller unable to deliver the goods, the Seller may withdraw from the contract within 14 days of the occurrence of such obstacles, after prior notification to the Buyer. Within the meaning of this section, the Seller shall also not be liable for any inconvenience caused by strikes and lockouts. None of the above circumstances shall entitle the Buyer to charge contractual penalties.
5. In no event may the Seller be liable for indirect losses and opportunity costs (including loss of business, profit, production, income or contracts) of the Buyer resulting from late delivery, including those caused by the shipping company or incomplete delivery.

Art. 5.
CLAIM PROCEDURE
1. The Seller shall be liable for the quality and quantity of the goods delivered/received up to the gross sales value according to the sales documents and the goods quality test certificate enclosed with every order.
2. The Seller represents and warrants that the quality of the goods shall be in accordance with the product data sheet and the material safety data sheet unless the Buyer expressly specifies different quality and other requirements in the sales contract. The product data sheet and material safety data sheet shall be attached to the sales contract.
3. The quality of the goods delivered shall be determined based on an umpire sample taken by the Seller during the filling of the packaging or tanker. The Seller shall allow the sampling of goods in sealed packaging for quality testing.
4. The Buyer shall submit any quality or quantity claims to the Seller in writing, by e-mail or by registered mail, return receipt requested. The deadline for complaints shall be 30 calendar days after delivery/receipt of the goods. Failure to comply with the deadline shall result in the Buyer’s forfeiture of any claims on this account.
5. In the case of latent defects, the Buyer shall be obliged to submit claims regarding any such defects in the goods delivered/received immediately after they become apparent and in any case no later than within 7 days of their discovery; otherwise, claims concerning such defects shall not be processed. Failure to comply with the deadline shall result in the Buyer’s forfeiture of any claims on this account. The Buyer may submit claims regarding latent defects up to 12 months after the date of purchase of the goods.
6. The Seller shall not be liable for defects in goods after the expiry date stated on the product data sheet.
7. Any claims submitted by the Buyer on account of quality or quantity defects shall include such things as:
– claim report detailing the defects of the goods and other relevant information
– delivery documents
– test certificate
– weight test certificate — in the case of quantity claims
– photo of the packaging showing that the seals, caps, etc. are intact — in the case of quantity claims
– claim reports concerning damaged packaging, including quantity claim reports, shall be signed by the person shipping the goods to the Buyer.
8. The Seller shall process claims within 21 days of receipt of the complete claim documentation.
9. The Buyer shall be obliged to secure and store the goods covered by the claim or the product made using such goods until the claim procedure has been completed. The Seller shall be entitled to appoint an expert to investigate the validity of the claim.

Art. 6.
TRANSFER OF RISK AND RECEIPT OF THE DELIVERY ITEM
1. The risk for the delivery item shall pass to the Buyer upon delivery (including partial delivery) from the Seller’s warehouse; this shall also apply in cases where the Seller provides additional services, e.g. dispatching or transport and installation. The Seller may also provide shipment insurance at the Buyer’s request and expense.
2. Partial deliveries and partial invoices shall be permitted.
3. Unloading the delivery item shall in each case be the responsibility of the Buyer.
4. The Buyer shall be responsible for transporting the delivery item to the final location and positioning and connecting it. The Buyer shall carry out the above based on information provided by the Seller.
5. Any storage of the delivery item shall be at the expense and risk of the Buyer, who shall be obliged to ensure that the storage conditions are appropriate to the specific nature of the delivery item.

Art. 7.
RETENTION OF TITLE
1. Any goods delivered shall remain the property of the Seller (as goods of retention) until the Buyer has settled all amounts due.
2. If the Buyer processes or incorporates the goods of retention into other goods, the Seller shall acquire the right to co-ownership of the new item, which shall correspond to the proportion of the invoice value of the goods of retention to the invoice value of the other goods used to create such new item.

Art. 8.
JURISDICTION AND APPLICABLE LAW
1. The Parties shall use their best efforts to resolve amicably any disputes that may arise in connection with the performance of contracts covered by these GTCS. Should amicable dispute resolution prove impossible, any disputes arising hereunder shall be settled by the common courts having jurisdiction over the registered office of the Seller. However, the Seller shall retain the right to challenge the Buyer in the general courts having jurisdiction over the registered office of the Buyer.
2. Polish law shall apply to any disputes that may arise between the Seller and the Buyer.

Art. 9.
PROCESSING OF PERSONAL DATA
Due to the entry into force of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), we would like to inform you about the manner of and reason for the processing of your personal data, as well as your rights under the relevant data protection regulations.
I. Who is responsible for processing your personal data?
1. The controller of your personal data is Polychem Systems Sp. z o.o. with its registered office in: 60-003 Poznań, ul. Wołczyńska 43, entered into the National Court Register kept by the District Court for Poznań Nowe Miasto and Wilda in Poznań, 8th Economic Department of the National Court Register under KRS No. 0000035167, NIP [Tax Identification No.] 7790000830, REGON [National Business Registry Number] 001075365 (“Controller”).
2. For direct contact details, visit polychem-systems.com.pl, “Contact” tab.
3. The Controller has appointed a Data Protection Officer who oversees the correctness of personal data processing and can be contacted via e-mail for all matters relating to personal data processing and the exercise of rights in relation to such processing at iod@polychem-systems.com.pl or by traditional mail to the Controller’s mailing address.
II. On what legal basis do we process your personal data?
1. We process your personal data pursuant to the provisions of the GDPR and Polish data protection regulations.
2. Personal data processing will be carried out for the following purposes:
a. compliance with contractual obligations (Art.6 (1)(b) GDPR) — the data is processed for the purposes of providing products and services offered by the Controller, as well as for the purposes of sales service and financial settlements, and for the purposes of concluding and performing contracts for the supply of goods and services to Polychem Systems Sp. z o.o. z o.o.
b. fulfilling legal obligations incumbent on the Controller, (Art.6. (1)(c) GDPR) — to fulfil the obligations under the Act on Accounting.
c. based on your consent (Art. 6(1)(a) GDPR) — if you have given your consent to the processing of your personal data for specific purposes (e.g. for such purposes as running special offers and contests, contacting the Controller via online contact forms or marketing the Controller’s services and products), the Controller may process this data based on such consent. The consent may be withdrawn at any time. The withdrawal of consent does not affect the lawfulness of the processing of personal data carried out before its withdrawal.
d. for the purposes of the legitimate interests pursued by the Controller or a third party (Art. 6(1)(f) GDPR) — where necessary, the processing is carried out in order to protect the legitimate interests of the Controller or third parties. Examples of such processing include:
i. ensuring IT security,
ii. customer satisfaction surveys,
iii. statistics and analysis of cooperation and quality of services rendered,
iv. establishing and maintaining business relationships,
v. asserting and defending claims and complaints,
vi. direct marketing of proprietary products and services.
III. How long will your personal data be processed?
Personal data will be processed for as long as it is necessary to fulfil the purposes indicated in item II, i.e.:
a. for the performance of the concluded contract for the provision of services and/or products until its completion, and thereafter for the period required by law or for the settlement of any claims,
b. for direct marketing carried out based on the consent until such time as consent for such processing is withdrawn,
c. until the fulfilment of the legitimate interests of the Controller on which such processing is based while respecting your rights and freedoms, or until you object to such processing unless there are legitimate grounds for further processing.
IV. What are your rights in relation to our processing of your personal data?
1. You are entitled to:
a. request access to your personal data,
b. rectify your personal data,
c. restrict the processing of your personal data or delete it,
d. withdraw at any time your consent to the processing of your personal data where processing is based on your consent,
e. object at any time to the processing of your personal data on grounds relating to your particular situation, where the processing by the Controller is carried out for the purposes of legitimate interests (Art. 21(1) GDPR),
f. object at any time to the processing of personal data for direct marketing purposes (Art. 21(2) GDPR),
g. request the transfer of personal data processed for the conclusion and performance of a contract or processed based on consent,
h. lodge a complaint to the supervisory authority (President of the Personal Data Protection Office) if you believe that the processing of your personal data violates GDPR provisions.
2. To make requests and exercise your rights, please e-mail iod@polychem-systems.com.pl.
V. Who can we share your personal data with?
Your personal data may be received by:
a. entities supporting the Controller in the delivery and logistics process,
b. debt collectors,
c. partners we work with by combining products or services,
d. law firms,
e. entities supporting the Controller in IT system maintenance,
VI. Notice on transferring personal data to third countries (outside the European Union)
Please be advised that your data will not be transferred outside the European Economic Area (EEA).
VII. Are you obliged to provide personal data?
Polychem Systems Sp. z o.o. requires the provision of personal data to conclude and perform the contract. Failure to provide personal data required by Polychem Systems Sp. z o.o. will result in the impossibility of concluding and performing the contract. In cases where processing is based on your consent, the provision of data is entirely voluntary.
VIII. Where do we obtain your personal data from (source of data)?
Personal data may be obtained:
from you as a result of concluded contracts,,
from you as a result of our sales activities and business contacts,
from the Central Register and Information on Economic Activity,
from publicly available sources (e.g. the Internet).
IX. Information on automated decision-making and profiling
Please be informed that your data is not subject to automated decision-making, including profiling.

Poznań, 7 October 2019