The purpose of these general terms and conditions (hereinafter referred to as the “GTCS”) is to define the principles on the basis of which the sales and/or, individually, the “Contractor” will be carried out to ordering parties who run a business activity and are not consumers (hereinafter collectively referred to as the “Contractors” or, individually, the “Contractor”). or delivery of items (hereinafter referred to as “Goods”) offered for sale by ADJATECH Spółka z ograniczoną odpowiedzialnością Spółka komandytowa with its registered office in Poznań, code 60-359, ul. Zbąszyńska 22a, entered into the register of entrepreneurs of the National Court Register kept by the District Court in Poznań, Nowe Miasto and Wilda in Poznań, 8th Commercial Division, under the number: 0000552475, EU VAT number: PL 7792430210 (hereinafter referred to as “ADJATECH”). ADJATECH and the Contractor(s) are hereinafter referred to jointly as the “Parties”. Detailed regulations in this respect will be indicated by ADJATECH in the offer (hereinafter referred to as the “Offer”).

§ 1 (Subject of the General Terms and Conditions of Sale)
1. Under the General Terms and Conditions and on the terms specified therein, ADJATECH undertakes to sell and/or deliver the Goods specified in the Offer to the Contractor, within the time and at the price indicated therein, and the Contractor undertakes to collect the ordered Goods and pay the due price.
2. The deadlines for the delivery of the Goods, the terms of individual deliveries and the receivables due to ADJATECH in this respect will each time be specified in the Offer.
3. Delivery (collection) of the Goods will take place on the date specified in the Offer. In the event of a delay in the delivery (collection) of the Goods for reasons attributable to the Contractor, the Contractor is obliged to pay ADJATECH the contractual penalty referred to in § 5 section 1 letter b General Terms and Conditions.
4. The Goods are subject to the net price specified in the Offer, plus VAT.

§ 2 (Offer)
The Offer should be understood as an offer submitted by ADJATECH to the Contractor for the Goods, including in particular: the type of Goods, the unit price, the validity period of the Offer, the payment deadline and the rules of transport of the Goods according to the Incoterms 2010 rules specified each time in the Offer.
§ 3 (Contractor’s obligations)
By accepting the terms of the Offer, the Contractor also accepts the General Terms and Conditions and undertakes to:
a) strictly maintain commercial secrecy, which should be understood in particular as information regarding the content of the Offer, the organizational structure of ADJATECH, the rules of financial settlements applicable between the Parties and other issues related to the production and distribution of Goods made available to the Contractor, not previously made public,
b) refrain from any actions that could negatively affect the image of ADJATECH,
c) to collect the ordered Goods and pay the price on time,
d) immediately inform ADJATECH about any circumstances that have or may affect the proper execution of the Order.

§ 4 (Execution of Offers by ADJATECH and collection of Goods)
1. Possible implementation of Offers by ADJATECH will only take place if, during the validity period of the Offer, the Contractor sends to ADJATECH by e-mail, fax or delivers in person to the ADJATECH headquarters an order signed by a duly authorized person containing the symbols of the ordered Goods, the form of packaging and the proposed date delivery.
2. After ADJATECH receives the Order, ADJATECH will decide whether to confirm acceptance of the Order for execution by sending the appropriate confirmation to the Contractor (hereinafter referred to as the “Order Confirmation”) by fax or to the e-mail address indicated in the Order. ADJATECH’s refusal to accept a given Order for execution does not require justification.
3. In a situation where the Offer stipulates that the possible execution of the Order requires a prior prepayment of 100% of the gross price of the Order (hereinafter referred to as the “Prepayment”), the execution of this Order – after sending the Order Confirmation to the Contractor – will take place only in the case of when the Contractor pays the Prepayment within the time specified on the invoice delivered to the Contractor together with the Order Confirmation. Failure to pay the Prepayment within the time specified on the invoice means that the Order is considered null and void. If the Prepayment is made after the deadline indicated on the invoice, ADJATECH will assess whether the execution of the Order is possible and, if possible, it will indicate a new delivery date to the Contractor.
4. If ADJATECH includes changes to the Offer in the Order Confirmation, the Contractor is obliged to approve these changes within the deadline specified in the Order Confirmation. Lack of consent of the Contractor to the above-mentioned. changes (or lack of response in this respect within the above-mentioned deadline) means that the Order is considered null and void. The Contractor’s consent to the above-mentioned changes means that the Offer should be understood as the original offer together with the changes indicated in the Order Confirmation, accepted by the Contractor.
5. The Goods ordered by the Contractor will be manufactured in accordance with the technological documentation held by ADJATECH (technical specifications, etc.). Everything

i.e. ADJATECH goods are manufactured in accordance with the quality system developed by ADJATECH.
6. Each Order is placed with the reservation that ADJATECH does not know the purpose of the Goods, which ADJATECH hereby declares. The order will be performed in accordance with the guidelines of the Contractor, who, on his own and under his own responsibility, determines the technical parameters of the Goods, taking into account all important aspects of their production and use, in particular the expected technical durability of the Goods.
7. Deliveries of Goods are made on the basis of Incoterms 2010 rules specified in the Offer, unless the Parties decide otherwise, subject to section 8 below.
8. Regardless of the choice of a given Incoterms 2010 rule, when the unloading of the Goods begins, the risk of damage or loss of the Goods passes to the Contractor.
9. The Contractor is obliged to collect the Goods and unload them at the place of destination on the day of delivery. In the case of delivery (transport) carried out by ADJATECH, the Contractor is obliged to unload the car with the Goods within 2 hours from the moment the car arrives at the destination. If the Contractor does not unload within the time indicated above, he shall bear the costs of vehicle downtime at the carrier’s rate. The contractor has the right, with the consent of ADJATECH and the carrier, to indicate an additional, alternative place for unloading the car. Any additional costs related to the delivery of the Goods to an alternative unloading place shall be borne by the Contractor.
10. The delivery of the Goods will be confirmed by the Contractor (or persons authorized by him) in the delivery documents submitted by ADJATECH.
11. Unless otherwise expressly agreed, persons authorized by the Contractor to confirm the delivery of the Goods in the delivery documents are understood to mean the driver and other persons who appear at the ADJATECH headquarters to collect the goods or – in the case of collection at a location other than the ADJATECH headquarters – active persons at the place of delivery. The Contractor is obliged to inform ADJATECH in advance about persons authorized to receive and confirm a given delivery of Goods. In such a case, authorized persons will be obliged to confirm their identity at each request of ADJATECH representatives actually delivering the Goods, in particular by presenting appropriate documents with a photo. In case of doubts as to the identity of authorized persons, which should be understood in particular as their lack or refusal to produce appropriate documents, ADJATECH representatives will be entitled to refuse to release the Goods to them. ADJATECH’s refusal to release the Goods pursuant to the above-mentioned reasons will be tantamount to the Contractor’s delay in collecting the Goods, to which § 5 section 1 letter b General Terms and Conditions.

§ 5 (Contractor’s Liability)
1. The contractor will be obliged to pay ADJATECH a contractual penalty:
a) in the event of withdrawal from the Order executed by ADJATECH – in the amount of 100% of the gross price of the Order,
b) in the event of a delay in the receipt of the Goods by the Contractor – in the amount of 5.0% of the gross price of the Order for each day of delay,
c) in the event of disclosure to an unauthorized third party of information constituting a trade secret within the meaning of the General Terms and Conditions – for each violation – in the amount of:
– PLN 1,000,000.00 (one million zlotys) – in relation to Contractors with whom ADJATECH generated annual revenue in the year preceding the year in which ADJATECH became aware of this infringement, in the amount exceeding PLN 500,000.00 gross;
– PLN 100,000.00 (one hundred thousand zlotys) – in relation to other Contractors.
2. ADJATECH reserves the right to claim compensation exceeding the amount of the reserved contractual penalties.

§ 6 (Invoice and payments)
1. The price specified in the Offer includes the cost of packaging.
2. Invoices will be issued by ADJATECH in Polish currency (in Polish zloty) or in Euro.
3. Prices expressed in the Offer in Euro may be converted on the invoice into the Polish currency (PLN) based on the sales rate of foreign currencies of the National Bank of Poland, table C, on the date of issuance of a given invoice.
4. ADJATECH reserves the right to change the value of the Offer (and, consequently, the Order) in the event of changes in tax rates, in particular changes in the VAT rate.
5. Invoices will be delivered to the Contractor together with the delivery (collection) of the Goods to which they relate, or sent to the Contractor together with the Order Confirmation, if it is necessary to make a Prepayment. The Contractor agrees to receive invoices electronically to the e-mail address provided by the Contractor.
6. Payment of the amounts covered by the invoice will be made by transfer, within the deadline specified in the Offer, to the ADJATECH bank account indicated on the delivered invoice, unless a different (shorter or longer) payment deadline is indicated on the invoice.
7. Ownership of the delivered Goods passes to the Contractor only when the Contractor pays all amounts due to ADJATECH.
8. In the event of seizure by third parties (seizure, pledge, right of retention

etc.) The Contractor is obliged to draw attention to the fact that the Goods are subject to retention of title.

§ 7 (Complaint procedure)
1. General provisions
1) All complaints about the Goods will be made based on the provisions of the General Terms and Conditions.
2) For the purposes of the General Terms and Conditions of Sale, a complaint is understood to mean the Contractor’s claim under the warranty for physical defects of items (Goods) purchased at ADJATECH (in particular castings, rubber products and rubber-coated metal shafts and rollers). A complaint understood in this way is hereinafter referred to as the “Complaint” or, collectively, “Complaints”.
3) If ADJATECH recognizes the Complaint as justified, ADJATECH unilaterally makes a decision, binding on the Counterparty, on the selection of the type of claim that the Counterparty will be entitled to in this respect. In the complaint, the contractor may indicate the type of claim referred to in the previous sentence, but this indication is not binding on ADJATECH.
4) The claims referred to in point 3 above are the repair of the Goods, price reduction (discount) or replacement of the Goods with defect-free ones.
5) ADJATECH will first try, if the Complaint is deemed justified, to repair the complained Goods.
6) ADJATECH is obliged to examine the validity of the Complaint, as well as to inform the Contractor about the decision made and the method of implementation.
7) In the absence of a written notification by the Contractor at the time of completion of the delivery of the Goods in the delivery documentation (or in the documentation of the receipt of the Goods) regarding the delivered (received) Goods as to their quantity and type, the Parties shall consider the delivery (acceptance) to have been duly made by ADJATECH in in this regard.
8) ADJATECH’s liability under the warranty for legal defects of items (Goods) is excluded.
2. Basic conditions of the complaint procedure
1) The complaint should be submitted by the Contractor only via the complaint form available on the ADJATECH website: www.adjatech.pl. The completed complaint form should be sent by e-mail to: biuro@adjatech.pl.
2) A complaint is considered complete when the ADJATECH Sales Support Department receives from the Contractor a correctly and legibly completed complaint form and the necessary materials, including: photos.
3) Photos regarding the complaint should be attached in the following format: file_name.jpg to the e-mail message in which the complaint form is sent.
4) Samples regarding complaint notification should be sent to the following address:
Adjatech Sp. z o. o. Sp. k.
street Gnieźnieńska 26-28, Janikowo
62-006 Kobylnica
with the necessary note: Sales Support Department.
The shipment must contain the following information:
5) All costs related to the examination of an unjustified Complaint shall be borne by the Contractor.
6) ADJATECH undertakes to respond to the Complaint within 40 days from the date of submission of a complete complaint by the Contractor.
3. Rules for the delivery of the complained Goods and their repair or replacement with a defect-free one
1) If ADJATECH recognizes the Complaint as justified, the shipment of the complained Goods by the Contractor to ADJATECH may only take place after obtaining consent for its shipment from the ADJATECH Sales Support Department.
2) The Contractor is obliged to send the complained Goods within 7 days after obtaining consent for shipment from the ADJATECH Sales Support Department.
3) After obtaining the consent referred to in point 1 above, the complained Goods should be sent to the following address:
Adjatech Sp. z o. o. Sp. k.
street Gnieźnieńska 26-28 Janikowo
62-006 Kobylnica
with the necessary note: Complaint return.
The shipment must contain the following information: t the Goods being complained about.
4) The costs and risks associated with sending the complained Goods are borne by the Contractor. The complained Goods must be delivered to ADJATECH, properly secured during transport to exclude the possibility of a defect due to reasons attributable to the Contractor or the carrier.
5) The ADJATECH Sales Support Department each time checks the correctness of the submitted Complaint Goods with the data contained in the complaint form. Any costs resulting from discrepancies between the complained Goods and the data from the complaint form shall be borne by the Contracting Party.
6) After ADJATECH has successfully verified the submitted Goods referred to in point 5 above, ADJATECH will send the Goods free from defects (as a result of repair or replacement) to the Contractor within an individually determined period from the date of receipt of the Goods complained about.
4. Contact
If you have any questions or doubts regarding the handling of Complaints, please contact the ADJATECH Sales Support Department, tel. + 48 61 662 43 37, e-mail: biuro@adjatech.pl.

§ 8 (Terms of the General Terms and Conditions of Sale)
The General Terms and Conditions apply to all Orders submitted by Contractors to ADJATECH from January 1, 2016.

§ 9 (Salvation clause)
If any of the provisions of the General Terms and Conditions j

est, becomes or is deemed invalid or ineffective, this shall not affect the validity or effectiveness of the remaining provisions of the General Terms and Conditions. In such a case, the Parties are obliged to replace the ineffective or invalid provisions of the General Terms and Conditions with such provisions of the contract between them that will best meet the intended purposes of the General Terms and Conditions.

§ 10 (Final provisions)
1. Polish law is applicable to the General Terms and Conditions, as well as to the resolution of any disputes arising from sales and/or delivery contracts concluded with the Contractors. First of all, in matters not regulated in the General Terms and Conditions, the provisions of the Civil Code shall apply.
2. Any disputes arising from sales and/or delivery contracts will be resolved by a competent common court based in Poznań; if the district court is competent, it will be the District Court Poznań – Stare Miasto in Poznań.
3. The provisions of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (Journal of Laws of 1997, No. 45, item 286, as amended) do not apply to sales and/or delivery contracts.
4. Each Party will immediately inform the other Party about any change in persons authorized to collect the Goods, submit and sign declarations on behalf of the Party and change the address data, under pain that in the absence of such notification, the declarations submitted by previously authorized persons and delivered to the current data addresses will be recognized as properly submitted and delivered, respectively.