GENERAL TERMS AND CONDITIONS

I. These General Terms and Conditions of Sale and Provision of Services, hereinafter referred to as the GCS, created by SF-FILTER Spółka z ograniczoną odpowiedzialnością (SF-FILTER Limited Liability Company), apply to all sales or service transactions with Recipients (Contractors, entities conducting business activity), in which SF-FILTER acts as a Supplier or a Seller. The GTCS form an integral part of all offers submitted by the Supplier and Contracts concluded by it, unless otherwise agreed individually with a specific Customer in writing. The condition for conclusion of a Supply Contract is acceptance by the Supplier and submission by the Recipient of an order containing detailed specification of the ordered goods, products or services (catalogue code of the goods, detailed description of the goods, in case of specific applications the conditions in which it is to be used), their quantity, date of delivery, terms of payment, terms of delivery, place of delivery as well as confirmation of acceptance of the order for execution by the Supplier. Placing of an order by the Customer means acceptance of these GTS without reservations.

Form of Sale

1. Direct retail and wholesale sales take place at the company's branches: Lubin, ul. Towarowa 10,

Bytom, ul. Kędzierzyńska 17. 2.

Sale of goods with delivery by forwarding companies.

II. Offers and orders

1. Quotations shall be accepted in writing or orally.
2. The offer shall include: list of offered goods, quantity of goods, net price, terms of payment, delivery date, expiry date of the offer. The seller reserves the right to sell the offered goods until an order is received.
3. Orders for direct sales are accepted verbally or in writing. They do not have to be preceded by an enquiry.
4. Orders for mail order sales shall be accepted by telephone or in writing, via the webshop platform, by e-mail, by letter to the addresses of the company branches, in accordance with the following paragraphs.
5. In order to conclude a contract, the Customer sends an order for the purchase of goods, products or services in writing, by e-mail, by post to the addresses of the company branches, specifying at least a detailed specification of the goods, products or services ordered (catalogue code of the goods, detailed description of the goods, in case of specific applications, the conditions under which they are to be used - (referring to the index or name of the goods on the basis of the Supplier's current catalogue or an offer received from the Supplier), their quantity, delivery date, terms of payment, terms of delivery, place of delivery.
6. If the order refers to a previously submitted offer, it is necessary to include the number of this offer on the order. Fulfilment of the aforementioned requirements will allow for flawless and prompt processing of the order. If the quotation number is not referred to, the Supplier shall not be liable for any discrepancies in price on the VAT invoice, non-availability of the goods or discrepancies in the specific parameters of the goods specified in the original order.
7. The Supplier shall not be liable for any errors or omissions made by the Customer in the content of the order, as well as for any faulty selection of the ordered goods or services by the Customer.
8. Any technical advice provided by the Supplier shall be for information purposes only and shall not give rise to any liability on the part of the Supplier on this account.

III. Delivery terms and conditions

1. The Supplier is obliged to deliver goods meeting the conditions specified in the order confirmation, i.e. date and place of delivery, quantity, type of goods, price.
2. All benefits and burdens related to the goods as well as the danger of their accidental loss or damage shall be transferred to the Customer at the moment of the goods' release from the warehouse.
3. The value of the goods does not include delivery costs.
4. The Goods are delivered (to the address indicated on the order) by forwarding companies at the Recipient's expense, unless the Supplier agrees in the order confirmation to cover the delivery costs.
5. The Goods shall remain the property of the Supplier until the Recipient has paid the total price for the ordered and delivered goods (assignment by way of security).
6. The delivery dates of the ordered goods are specified in the order confirmation. The Supplier reserves the right to change the delivery date due to circumstances beyond its control, in particular: omissions or delays in fulfilling the obligations lying on the Recipient's side, including providing the Supplier with: specifications for performance of services, construction drawings, quality certificates, etc., necessary to perform or carry out the order, changing/extending the delivery date of materials necessary for performance of the Recipient's order, changes in the Recipient's instructions concerning transport instructions, "doming" of goods, the need to agree the details of the order by the Supplier with the Recipient. In the cases described in the preceding sentence, the Supplier shall not bear any responsibility either towards the Customer or his contractors. The Supplier is obliged to immediately inform the Customer of the occurrence of the above circumstances, together with setting a new delivery date.
7. Partial deliveries are permitted provided that the Recipient has previously given his consent in writing or verbally.
8. If in the order the Customer specified in detail the type of collection of goods as "personal collection", he should collect the goods within 7 days from the date of confirmation of the order. If the goods are not collected, the order shall be cancelled.
9. If "prepayment" is stipulated in the terms of payment, the delivery date may be extended by the period of delay in making the payment. The day of payment shall be the day on which the Supplier's bank account is credited.
10. In case the payment terms establish a form of "cash on delivery", the Recipient who does not collect the consignment will be charged with the costs of shipment and return of the consignment to the Supplier.
11. The Recipient is obliged to check the received goods upon receipt of the consignment. In the case of deliveries carried out by shipping companies, a complaint about the delivery (damage to the consignment, lack of quantity) must be documented by a damage report drawn up by the Receiver immediately after receiving the package in the presence of the courier delivering the consignment on the document of the courier company. If the goods are incorrect or the quantity is not in accordance with the consignment notes or the specifications resulting from the order, the Consignee is obliged, within 4 working days from the date of receipt of the goods, to notify the Supplier before any further use (processing). The same shall apply in the case of any visible damage and/or defect which can be recognised without the need for additional tests or measurements. Damaged or defective goods shall be sent back to the Supplier within 2 working days of notification, however, after the form of shipment has been agreed with the Supplier. If the Customer fails to comply with the above obligations, the delivery shall be deemed to have been accepted without reservation. Unless otherwise agreed, the returned goods will be exchanged for defect-free goods or their defects rectified within 30 days.
12. The Supplier shall not be liable for any delays in the delivery of the goods caused by the shipping company or resulting from third party causes beyond the Supplier's control. The Supplier shall also not be liable for the Customer's business losses, loss of profit, loss of time, lost earnings and other indirect losses. In Contracts in which the Supplier is a Party and concluded with entrepreneurs, the warranty for defects is excluded.

IV. Permits and administrative decisions

The Customer shall be obliged to obtain, at his own expense, any legally required permits or other administrative decisions for the delivery, carriage or use of the goods in accordance with their intended use. In addition, the Recipient shall cover any additional costs or expenses incurred by the Supplier in connection with the Recipient's breach of the GTS, i.e. e.g. additional costs of transport or storage by courier companies of unclaimed goods.

V. Payments and prices

1. The date and form of payment shall be agreed for each Recipient individually by the custodian - field manager. The payment term runs from the date of the VAT invoice.
2. The decision to make payment by transfer is considered for Recipients who have previously made purchases from the Supplier and have provided the following documents: - a request for a transfer and the granting of trade credit - a copy of the VAT-R application - an extract from the CEIDG (Central Register of Business Activity and Information) - an extract from the KRS (National Court Register).
3. If payment is made by transfer, the day of payment shall be the day on which the Supplier's bank account is credited.
4. Cheques and bills of exchange shall not be accepted without the written consent of the Supplier.
5. The basis for determining the sales prices shall be the current sales price list or an offer submitted by the Supplier based on the Customer's enquiry.
6. Any data contained in prospectuses, catalogues, leaflets, advertisements, price lists and other materials are only informative and indicative and do not constitute an offer within the meaning of the Civil Code Act of 23 April 1964 (Journal of Laws 1964, No 16, item 93, as amended).
7. The product prices in the offers are net prices. Value added tax is added to the net prices in the amount according to the applicable VAT rate.
8. In the case of quotations in a currency other than PLN, the basis for settlement is the average exchange rate announced for a given currency by the National Bank of Poland on the day preceding the date of issuing a VAT invoice. In the case of prepaid settlements, the basis for transaction settlement is the average exchange rate announced for a given currency by the National Bank of Poland on the day preceding the day of issuing the proforma invoice.
9. The Supplier reserves the right to change prices in cases justified by changes in the market situation, inflation rate, increase in prices of goods, raw materials and materials.
10. The right reserved in para. 9 does not apply to prices quoted by the Seller in forward sales offers.
11. In case of overdue payments or exceeding the limit of trade credit by the Customer, the execution of orders is suspended until the relevant payments are made.
12. In case of overdue payments, the Supplier is entitled to: - withhold the execution of orders already accepted, - refuse to issue finished orders, - withhold the Recipient's rights to payment by transfer and withdraw the discounts granted, - withhold the Recipient's rights on account of the trade credit granted to him.

VI. Complaints and returns.

1. The basis for the commencement of the complaint procedure is an immediate written notification of complaint containing a description of the defect being complained about, in the case of entrepreneurs the deadline is 24 hours from the moment of finding the defect, in the case of natural persons the deadline is 7 days from the moment of finding the defect. The Customer is obliged to notify the Supplier by enclosing a complaint protocol.
2. The Supplier should respond to the reported complaint as to the manner of its settlement within 30 days from the date of receipt of the claimed product. In case it is required to perform detailed tests, expertise or repair of the goods at the Manufacturer's premises, the complaint may be considered within a longer period of time, subject to the provisions of clause VI.4 of GTS, provided that the Customer is informed within 14 days.
3. The Goods under complaint should be sent back to the Supplier within 3 working days from the notification of the complaint, including the Complaint Report, however, after agreeing with the Supplier the form of shipment and choice of courier company. The Customer shall be informed in writing, orally or in any other manner agreed by the parties, by an authorised employee of the Supplier, of the result of the claim processed.
4. Complaints shall not apply to undersized goods which have been modified or decomposed by the Recipient (including those deprived of symbols, markings, additional elements, etc.).
5. The Recipient shall not have the right to remove defects at the Seller's expense on his own or by third parties. Any actions indicated in the previous sentence shall cause the loss of the guarantee and warranty, if any.
6. Submitting a complaint does not entitle the Customer to withhold payment for the goods or a part thereof. The Supplier shall be entitled to withhold from the Customer the realization of his claims on account of the complaint until the Customer has paid all outstanding liabilities.
7. In case of rejection of the claim, the Customer is obliged to collect the claimed goods within 14 days. After this date, the uncollected goods will be sent back to the Recipient at his expense.
8. Any costs related to an unjustified complaint shall be borne by the Recipient.

VII. Warranty

1. The Supplier assures that in its activities it relies on its experience and all technical advice as well as offered products and services are provided with due diligence, subject to the content of item II, section 8 of GTS.
2. The Supplier provides a guarantee for its goods and products for a period of 12 months from the date of receipt of goods, provided that the goods are used and stored properly and in a manner consistent with their intended use, technical characteristics, manufacturer's recommendations or operating instructions.
3. The Supplier shall not be liable for any consequences resulting from improper or unintended use of the goods or from their use under special conditions which were not indicated in the order.
4. The Supplier shall not be liable for natural wear and tear of the goods resulting from their proper use. The condition for the Supplier's liability for defects in the Goods is that the Goods are properly protected by the Recipient against surface defects, in particular through proper storage and transport. The Recipient shall also be obliged to apply means of securing the Goods so that identification and objective assessment of reported defects is possible at any time.
5. In the case of Goods, machinery and equipment constructed or modified according to the Recipient's guidelines, the Supplier's liability shall be limited to producing such Goods or making such modifications which meet these guidelines and are in accordance with the measurements, assembly parameters, excluding the liability for materials supplied by the Recipient and their properties. The Supplier does not provide any guarantee of conformity for the aforementioned products, constructed or modified at the request and in accordance with the concept of the Recipient.
6. The following actions cause the loss of warranty claims and warranty for defects: - inadequate assembly, - inadequate operation, - exceeding of the technical parameters indicated in the respective data sheets or offers, - use of inappropriate media, - interference with the construction without the written consent of the Supplier, - interference of third parties with the substance of the goods, machinery or equipment, including attempts at repair, alteration, etc. - failure to comply with the deadlines specified in VI section 1 above.
7. In the case of entrepreneurs, the warranty for defects is excluded.

VIII. Force majeure

If circumstances are beyond the control of the Supplier and the Customer, in particular such as disruptions in the production or transport of goods caused by strikes, breakdowns of plant and equipment, accidents, local or national emergency, trade disputes, floods, fires, earthquakes, etc., delivery may be delayed or stopped accordingly, with written notice, until normal conditions are restored.

IX. Final provisions

1. The Customer has the right to withdraw from the GTS only if the Supplier grossly violates the provisions of the GTS.
2. These GTS, as well as their subsequent versions approved in writing, constitute an integral part of Contracts concluded between the Supplier and the Customer.
3. If any of the provisions of GTS is found invalid, it does not affect the validity of the remaining provisions or other fragments of GTS.
4. GTS are applicable to all orders completed by the Supplier starting from 01.01.2015.
5. The Customer is not entitled to assign the rights resulting from GTS and the Contract connecting the parties without a written consent of the Supplier under pain of invalidity.
6. In matters not regulated in these GTS, the provisions of the Civil Code shall apply.
7. The Parties shall strive to amicably resolve any disputes arising from the execution of orders and complaints covered by these GTS. In case amicable settlement is not possible, the Court of the Supplier's seat will be competent to settle the dispute.
8. All provisions deviating from the content of these GTS require a complaint to be agreed in writing under pain of invalidity to the President of the Office for Personal Data Protection, i.e. a personal data protection authority, if you ascertain that the processing of personal data concerning you violates the applicable law on personal data processing. Your provision of personal data is voluntary and at the same time necessary to fulfil the Supplier's obligations related to the conclusion and performance of the contract. The Administrator does not make automated decisions on the processing of personal data, e.g. profiling.