Trade conditions

GENERAL CONDITIONS FOR EXPORT SALES OF “RYWAL-RHC” Sp. z o.o.

§ 1. Scope of application

1. The “General Sales Conditions” (hereinafter called “GSC”) specified herein shall constitute the general conditions for agreements as stipulated in Art. 384 of the Polish Civil Code with regard to sales and delivery contracts and other agreements concluded by “RYWAL-RHC” Sp. z o.o., with its principal place of business in Warsaw, at ul. Odlewnicza 4, entered in the Register of Entrepreneurs of the Regional Court for the Capital City of Warsaw, 13th Economic Division, under the KRS number (National Court Register):  37174; NIP (Taxpayer Identification Number) : PL9511998317; REGON: 017180279; BDO: 000008062; Share capital: PLN 60 929 452,50 (hereinafter called: “RYWAL”) with entrepreneurs (hereinafter called “the Purchaser”). The contents of GSC are available on RYWAL’s website www.rywal.com.pl .

2. GSC shall constitute an integral part of agreements and be applicable in their full scope, unless decided otherwise by the Parties in a written form, under pain of nullity. GSC shall also be effective for the future agreements and activities, even if it is not specifically agreed by the Parties.

3. Proposals put forward by RYWAL, in particular information and data included in the catalogues, prospects, pricelists, shall not constitute offers as understood in Art. 66 § 1 of the Polish Civil Code, if not specifically referred to as such in a given document.

4. Any general agreement conditions applied by the Purchaser shall not be binding for RYWAL nor shall become a part of the Agreement, unless specifically accepted by RYWAL in writing, under pain of nullity. Each time the Purchaser shall agree that in the case of any discrepancies or inconsistencies between their conditions of purchase and GSC, only the latter shall apply. Lack of objections, realization of delivery or service provision by RYWAL shall not be interpreted as approval of the other Party’s commercial conditions.

5. In case of any doubts the commercial clauses shall be interpreted in accordance with INCOTERMS 2010.

§ 2. Agreement Conclusion

1. An agreement shall be concluded after signing a sales agreement document by both Parties or at the moment of confirming by RYWAL order acceptance.

2. An order placed by the Purchaser shall specify in detail the type of ordered goods, quantity, delivery place, with the Purchaser’s legible signature and specification of their position and contact data allowing RYWAL to confirm order acceptance, as well as data necessary for the issuance of a VAT invoice by RYWAL.

3. Orders shall be made in a written form and sent to RYWAL’s address:  ul.Polna 140B; 87-100 Toruń, or via fax to the number 0048 56 66 93 805, or via electronic mail to the address indicated by the contact person.

4. RYWAL shall confirm order acceptance within 3 week days from the date of its reception in the same form as the placed order. In the case of a lack of confirmation of order acceptance by RYWAL within the said 3 week days, it shall mean that the contents of an order have not been accepted and, thus, the agreement between RYWAL and the Purchaser is not concluded. The Purchaser shall be entitled to introduce changes in the placed order until the time of receiving order acceptance by RYWAL, and after that period only on condition that RYWAL issues within 3 week days a written consent to such changes, in pain of nullity.

5. RYWAL shall specify in order acceptance order price and the bank account number to which prepayment should be made by the Purchaser, or any other agreed kind of payment, order realization period and place of delivery.

§ 3. Order realization

1. Deliveries shall be made based on EXW conditions.

2. RYWAL, if possible, shall make the ordered goods available for the Purchaser in the warehouse situated nearest to the place indicated by the Purchaser. The list of RYWALS’s warehouses constitutes an appendix hereto and is also available at the company’s website www.rywal.com.pl .

3. The costs and risks related to loading shall be the Purchaser’s liability.

4. Any benefits and burdens, as well as the risk of damage and loss of the goods shall be from the moment of delivery the liability of the Purchaser.

5. The Purchaser shall be obliged to collect the goods from RYWAL’s warehouse in the period indicated by RYWAL. Failure in the collection of goods in the indicated period and within the following 2 week days shall entitle RYWAL to charge the Purchaser with undifferentiated storage costs amounting to EUR 1 / per palette for each started day of delay.

6. RYWAL shall be entitled to carry out orders in parts, unless otherwise agreed by the Parties in the agreement.

7. Samples, sample batches and materials shall become the Purchaser’s property at the moment of their delivery, unless otherwise agreed in writing.

§ 4. Order realization period

1. The condition for the timely order realization by RYWAL in accordance with the placed order shall be the availability of the ordered goods on the date of order placement. If due to the lack of goods ordered by the Purchaser on the date of order placement it is not possible to deliver the goods in the period agreed by the Parties, RYWAL shall carry out the order immediately after receiving the supply of the ordered goods or in the period agreed by the Parties. RYWAL shall inform the Purchaser of the lack of goods on the date of order placement and the planned order realization date in order acceptance confirmation.

2. Order realization periods shall be counted from the moment of transfer of the agreed prepayment to the bank account indicated by RYWAL, unless otherwise agreed by the Parties.

3. Unpunctual order realization by RYWAL shall entitle the Purchaser to terminate the agreement only if already an additional order realization period has been set in a written form.

§ 5. Prices

1. Prices determined in the agreement shall not be altered during its entire validity period, without prejudice to sec. 2 below.

2. Any increase or decrease of prices may be introduced only after a prior consultation between the parties and obtaining their written consent.

3. Unless otherwise stated by the Parties herein, prices specified in the agreement shall include transportation packaging costs, labelling and rendering the goods available for the Purchaser.

4. Prices indicated in the agreement shall be net prices, which should be increased by the payable VAT tax or other taxes being in consent with the law on taxes or statutory liabilities, in the amount effective on the date of issuance of a VAT invoice.

5. The costs of preparation and delivery of samples, sample batches and materials shall be covered by the Purchaser, unless otherwise agreed by the Parties.

§ 6. Invoicing and Payments

1. The goods shall be delivered by RYWAL together with a VAT invoice confirming the Purchaser’s settlement of payment for the delivered goods.

2. The Purchaser shall immediately inform RYWAL of any errors in the received invoice (e.g. wrong price), lacking data (e.g. the Purchaser’s Taxpayer Identification Number) or in the situation when the invoice should concern goods different from the goods ordered by the Purchaser.

§ 7. RYWAL’s liability

1. Unless otherwise regulated by GSC, RYWAL shall be liable for the payment of compensation in the case of violation of significant contractual obligations only in the case of RYWAL’s deliberate actions or gross negligence. In other cases RYWAL’s liability shall be excluded.

2. RYWAL shall deliver to the Purchaser a warranty document together with the goods specifying the principles and scope of liabilities for the possible defects found in the goods – if such a document has been issued by the goods’ producer.

3. Any RYWAL’s liability different from the liability specified herein shall be excluded.

§ 8. Force Majeure

1. Neither of the Parties shall be responsible for the delay in order realization or complete or partial non- performance caused by force majeure. In the case of any incident defined as an act of Force Majeure, the Party concerned shall be obliged to immediately inform of it the other Party in writing and undertake any reasonable actions in order to avoid its possible effects.

2. The occurrence of the said circumstances related to Force Majeure shall not constitute a reason justifying refusal of payment for the already delivered goods.

3. Should any circumstances regarding the occurrence of Force Majeure directly affect a Party’s ability to fulfill its obligations in due time, the period specified in the agreement for the fulfillment of those obligations shall be appropriately prolonged by the time of occurrence of the said incident.

4. Force Majeure shall mean any external incident of extraordinary nature which the Parties could not have prevented or predicted and for the occurrence of which the Parties cannot be blamed.

§. 9 Termination of the Agreement

1. Each of the Parties shall have the right to immediate termination of the agreement with prior written notification addressed to the other Party, if:

a. the other Party’s activity has been liquidated or interrupted;

b. the other Party has proven the occurrence of Force Majeure the duration of which exceeds 30 days;

c. performance of the agreement is not possible due to an alteration in the effective legal regulations.

§ 10. Final provisions

1. Any alterations made in GSC shall require written form, in pain of nullity.

2. Inconsistency with the law, invalidity or unfeasibility of any of the provisions included in GSC shall not have any effect on the conformity with the law, validity and feasibility of the other provisions stipulated in GSC.

3. In the case of any discrepancies between the agreement and GSC, the provisions stipulated in the agreement shall prevail.

4. In matters not regulated by the agreement and GSC, suitable provisions of the Polish Civil Code shall apply, as well as other effective regulations of the Polish law.

5. The Parties hereby declare that they shall pursue amicable and out-of-court resolution of any disputes arising between them in relation to agreement performance or interpretation of its provisions.

6. It is deemed that an out-of-court resolution of a dispute shall not be possible if the Parties fail to reach an agreement within 30 days since the delivery of the first notification to the other Party concerned with the said dispute.

7. In the case when an out-of-court resolution of a dispute is not possible, the dispute shall be submitted to the Polish Court of Law with regard to RYWAL’s principal place of business.