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General Terms and Conditions of Sale of Matserwis sp. z o.o.

Appendix to the Resolution No. 1/2022 of the Management Board of Matserwis Sp. z o.o., dated 28 February 2022.

§ 1 Introduction
1. These General Terms and Conditions of Sale, hereinafter referred to as GTCS, define the principles of cooperation between the parties regarding sales of products and services offered by Matserwis to the CUSTOMER.

2. These General Terms and Conditions of Sale form a part of each offer and Cooperation Agreement, and taking up cooperation involving deliveries is tantamount to the acceptance of GTCS.

3. The provisions of these GTCS may be amended only in writing under pain of invalidity. Entering into a separate sales contract excludes application of these GTCS only to the scope regulated therein in a different manner.

4. Any divergent arrangements between the parties agreed and confirmed in writing take precedence over the GTCS provisions.

5. Definitions:
Matserwis – Matserwis Sp. z o.o. with its registered office in Sławków, at ul .Fabryczna 10, 41-260 Sławków; website

CUSTOMER – shall imply any company or individual purchasing products or services from Matserwis,
OFFER – shall imply the current commercial offer of Matserwis previously sent to the CUSTOMER.
ORDER – shall imply an order for the sale of products or services placed by the CUSTOMER with Matserwis, by post or e-mail based on the received offer. The order shall include:
a. registered data of the CUSTOMER – name, address, Tax ID (NIP) number or equivalent,
b. definition of the subject of the order
c. quantity of the ordered product or service,
d. desired date, place and conditions of delivery/collection of the goods.

e. terms of payment
ORDER CONFIRMATION – shall imply the acceptance of the order for execution, which specifies in detail the following: the ordered products/services, quantity, prices and the order value , the currency in which the settlement of payments will take place, the expected date of execution, terms of payment and delivery.

§ 2 Terms of delivery
1. Matserwis undertakes to deliver by post or by e-mail in accordance with the terms and conditions set forth in the order confirmation.
2. If there are any objections to the terms and conditions set forth in the order confirmation, these must be raised in writing or by e-mail within two (2) working days of confirmation receipt.
3. The absence of objections shall be deemed to constitute acceptance of the terms set out in the order confirmation and thus conclusion of the contract of sale.
4. The commencement of production in accordance with such confirmed order shall result in the CUSTOMER being charged with the costs of production in the event of a subsequent withdrawal from the contract.
5. The Parties shall agree on the date and place of delivery or goods acceptance.

§ 3 Deliveries
1. Each batch of delivery will be documented by a Stock Issue Confirmation (CI) with a delivery specification and a waybill, which is the basis for the quantitative acceptance of products and possible packaging.
2. The quantitative and qualitative acceptance will be carried out at the CUSTOMER’s registered office by a person authorised by the CUSTOMER.

3. A delivery lot shall be deemed to have been accepted without any reservations with regard to quantity and without damage after the signature of the Stock Issue Confirmation (CI) by the CUSTOMER’s representative. It is the CUSTOMER’s responsibility to indicate the persons authorised to sign the waybills.
4. Should there be any doubts, it shall be deemed that each person signing the Stock Issue Confirmation (CI) document is considered to be a representative of the CUSTOMER.
5. Any shortfall in the quantity of the delivered products as compared with the quantity stated in the Stock Issue Confirmation (CI) document should be reported only at the moment of handover of the consignment by making a relevant entry in the document or, in the case of shortfalls resulting from destruction or damage of the products during transport – additionally in a report signed by the CUSTOMER’s representative and the person performing transport services.
6. Delivery dates agreed between the parties may be modified in case of events that are beyond Matserwis responsibility.
7. Matserwis shall not be liable for any loss, damage or costs (direct or indirect) resulting from the CUSTOMER’s claims lodged on the grounds of delivery errors or delays due to the actions of the logistics operator.
8. If the CUSTOMER postpones the agreed delivery date or if the goods are not accepted, Matserwis shall be entitled to charge the CUSTOMER with transport and storage costs accounting for 0.1% of the sales value for each day of storage.

§ 4 Receivables
1. Matserwis will issue a VAT invoice to the CUSTOMER once it has received the confirmation of products or service acceptance.
2. Invoices will be issued in compliance the order confirmation with the payment term counted from the date of issue.
3. Should the payment of due and payable invoices be delayed Matserwis shall be entitled to discontinue manufacturing of the consecutive batches of products, until the arrears have been settled and shorten the due date of the next invoices at its own discretion or demand an advance payment of 100% of the order value before the consecutive batch of products is put into production.
4. Payment arrears may cause extension of the delivery dates of consecutive batches of products as opposed to the agreed delivery schedule, however without any negative consequences for Matserwis on this account.
5. The payment data shall be the date of crediting the Matserwis bank account.
6. Matserwis is entitled to charge statutory interest, if the payment date has not been complied with.

§ 5 Complaints

1. The CUSTOMER is obliged to know the technical parameters of the ordered goods. MATSERWIS delivers goods in compliance with the order and is not responsible for their further use.

2. Matserwis’ liability under warranty for physical defects is excluded.

3. Matserwis shall not be liable on any account for corrosion or normal wear and tear of the Goods occurring after the date of delivery. The prerequisite of Matserwis liability for defects of the Goods is proper protection of the Goods by the CUSTOMER against the occurrence of corrosion, erosion or other surface defects, including proper storage and transport and such
and securing the Goods in such a manner that their identification and objective assessment of reported defects is possible at any time..

4. All assurances, promises and warranties not attached to the Contract shall not be binding on Matserwis.

5. Complaint lodging does not release the CUSTOMER from an obligation to pay for the Goods.

6. The CUSTOMER is obliged to check the Goods immediately after their acceptance. The CUSTOMER is obliged to report defects of the Goods without undue delay immediately after their detection under the pain of losing the rights related to the defects of the Goods, whereby: a) visible defects such as quantity shortage, surface defects, incorrect diameters, defective packing, etc., – not later than within 24 hours from the Goods acceptance; b) latent defects within 2 days from the date of revealing the defect, however, not later than within 30 days from the date of loading the defective batch of the Goods for transport purposes, under the pain of losing all rights related to the defects of the Goods.

7. The Customer is obliged to notify Matserwis in writing about the defect. In the case of quality complaints, all costs related to Goods testing by the CUSTOMER without Matserwis prior consent shall be borne by the CUSTOMER.

8. If Matserwis has found out the existence of defects in the Goods for which it bears responsibility, Matserwis shall remove the defect, at its own discretion , by: a) taking back the defective Goods from the CUSTOMER with refund of the price paid or cancellation of the dues, b) replacing the defective Goods with free-of-defect Goods at the nearest date after the consecutive production of these Goods . Matserwis may, at its option, remove the defect offering an appropriate reduction of the price. Matserwis’ performance of the above obligations shall exhaust its liability for defective Goods on any account.

9. Matserwis is not responsible for any CUSTOMER costs, in particular it shall not be responsible for the costs of Goods processing , lost production, etc. Liability of Matserwis for defective Goods is limited in each case to the value of the defective part of the Goods.

Matserwis guarantees that the Goods are made of material of quality compliant with the specification in the delivery note and Certificate of Acceptance (issued by Matserwis in compliance with PN-EN 10204 standard) and are made in accordance with the technical specification provided for in the Certificate of Acceptance, as well as are free of any third party rights. Matserwis assures the Goods’ fitness for specific use only if such use is expressly specified in the Contract or in a detailed specification of the Goods attached to the Contract. The responsibility and risk of the intended use and application of the Goods under the Contract in any other case, or for other purposes than agreed lies exclusively with the CUSTOMER. If the Contract or any appendix thereto mentions trial delivery, pilot delivery, test delivery or any other analogous term, it means that Matserwis’ liability for defective Goods under such contract on any account is excluded.

§ 6 Additional clauses
1. Should any economic, commercial, financial or political relations have changed, which the parties did not take into account when entering into the contract, and resulting in significant imbalance in the contract, each party undertakes to immediately renegotiate the contract to restore balance. In case the parties fail to reach a consensus on restoring the contractual balance within 30 days from the date of notification of occurrence of circumstances justifying contract renegotiation , the scope of which includes these GTCS, the contract shall be deemed terminated in the part not yet executed on the first day following the lapse of a 30-day period provided for negotiations.

2. The provisions of Clause 1 of this chapter shall be applied accordingly in the event of force majeure. Force majeure shall be understood as any sudden, unforeseeable external event affecting the performance of the parties’ obligations, which the parties could not prevent.

3. The cases referred to in Clause 1 shall in particular include labour conflicts, customs, currency and energy restrictions, widespread shortages of goods, extraordinary decisions by the authorities, pandemic threats and shortages and delays in the fulfilment of orders by the seller’s suppliers due to any of the above reasons.

4. The CUSTOMER may not, without Matserwis’ consent, pass on knowledge and information obtained as a result of business contacts with Matserwis, to any third parties on matters covered by trade secrets.

§ 7 Final provisions
1. Any amendments or supplements to these GTCS shall be in writing, otherwise being null and void .
2. To any matters not regulated by these General Terms and Conditions of Sale, current written arrangements between the parties and relevant provisions of the Polish law shall apply.
3. Any disputes that may arise out of or in relation to the cooperation between the parties concerning the delivery of products by Matserwis shall be settled by a Polish court with jurisdiction over the registered office of Matserwis.

4.These General Terms and Conditions of Sales (GTCS) come into force on 1 March 2022.