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These General Terms and Conditions of Sale apply to every sales contract for goods of Schraner Polska sp. z o.o.

1. Definitions:
1.1. Seller – Schraner Polska sp. z o.o. with its registered office in Łęczyca, KRS 254504. The term Seller refers both to sales contracts and to supply or other contracts (including innominate contracts) of a similar nature.
1.2. Buyer – an entity (natural person, legal person, or organisational unit without legal personality to which the law grants legal capacity) concluding with the Seller a sales contract, supply contract, or other contract (including innominate contracts) of a similar nature.
1.3. Order – a written or electronic (e-mail, fax, etc.) declaration of intent by the Buyer expressing the will to conclude a Contract and specifying its essential terms.
1.4. Contract – comprises a written or electronic (e-mail, fax, etc.) Order placed by the Buyer and accepted by the Seller in an order confirmation.
1.5. GTS – these General Terms and Conditions of Sale.
1.6. Defect – a non-conformity of the subject matter of the Contract with the Contract, whether visible to the naked eye or hidden, both physical and legal; a quantity deviation of less than 5% of the order volume shall not be treated as a defect or improper performance of the Contract.

2. Content of the Contractual Relationship
2.1. The GTS apply to contractual relationships between the Buyer and the Seller consisting, at least in part, of:
2.1.1. the Seller’s obligation to transfer ownership of goods to the Buyer and to deliver them, corresponding to the Buyer’s obligation to take delivery of the goods and pay the price to the Seller. The sale (transfer of ownership) does not cover the Seller’s designs or know-how;
2.1.2. the Seller’s obligation to manufacture goods defined only by kind and to deliver them in instalments or periodically, corresponding to the Buyer’s obligation to take delivery of such goods and to pay the price to the Seller.
2.2. The GTS are subordinate to contractual provisions. Any deviations from the GTS are binding only if drawn up in written or electronic form.
2.3. The GTS apply exclusively to dealings with entrepreneurs and public or state entities.
2.4. A Contract is deemed concluded only upon written or electronic confirmation of the Buyer’s order by the Seller. A reply to an order subject to modifications or additions is binding on the Buyer, unless the Buyer has excluded the possibility of modifications or additions in writing or electronically, or has objected to them promptly (within 3 days).

3. Payment of the Price
3.1. If the Buyer is in arrears with payment of any amount owed to the Seller under any legal relationship, the Seller is entitled to withhold performance of the Contract until the Buyer has tendered the overdue amount or payment of the price under the current Contract, at the Seller’s discretion.
3.2. The price for tooling with which the Seller will manufacture the subject matter of the Contract is payable in advance and constitutes a condition for commencing production work, unless the parties agree otherwise.
3.3. In respect of the Seller’s claim for payment of the price, the Buyer may set off its own receivables only if they have been acknowledged by the Seller, are undisputed, or have been awarded by a final and binding judgment.
3.4. The Buyer has no right of retention based on disputed claims.
3.5. The Seller is entitled to issue an invoice without the Buyer’s signature and to deliver it electronically.

4. Obligations of the Seller
4.1. If the Contract does not specify which party bears the obligation to deliver the subject matter of the Contract, it is assumed that this obligation lies with the Buyer.
4.2. The benefits and burdens associated with the goods and the risk of accidental loss or damage to the goods pass to the Buyer at the moment of handing over the goods to the first carrier.
4.3. A delivery deadline or date to the place of destination is binding on the Seller only after its written or electronic confirmation by the Seller.
4.4. The contractual deadline for delivery of the subject matter of the Contract begins to run on the day following the day of order confirmation by the Seller, but is extended by the period of the Buyer’s delay in taking actions arising from the duty to cooperate, in particular the payment of any agreed advance, earnest money, price, or providing the Seller with information necessary to establish the feasibility of timely delivery of the subject matter of the Contract.
4.5. If, through no fault of the Seller, the Contract cannot be performed on time, the deadline shall be deemed met at the moment the Seller notifies readiness to perform. The performance deadline is extended by the period during which the Seller is entitled to withhold performance. Delay in taking delivery of goods entitles the Seller to store the goods at the cost and risk of the Buyer. Storage costs amount to 5% of the gross order value for each commenced week of storage. In the event of a delay in taking delivery exceeding 7 days, the Buyer’s warranty rights shall lapse.
4.6. Force majeure events – including those occurring during the Seller’s delay – entitle the Seller to extend the performance deadline (including delivery) by the duration of the impediment.
4.7. If performance of the Contract (or delivery) is impossible or uneconomical due to force majeure, the Seller is entitled to withdraw from the Contract in whole or in part within 30 days of the occurrence of the force majeure event, unless the impediment has ceased within that time and the Buyer is still interested in performance. In such case, claims for damages are excluded, unless the Seller is at fault for the damage incurred.
4.8. Force majeure shall also include strikes, lawful lockouts, import and export restrictions, shortages of raw materials and energy, fire, significant interruptions to the operation of the plant or transport, as well as other circumstances beyond the Seller’s control that materially impede or prevent delivery or performance, regardless of whether they occur at the Seller’s premises, with forwarders, sub-suppliers, or any further sub-suppliers.
4.9. Due performance of the Contract by the Seller is conditional upon the Seller’s timely receipt of supplies and necessary data from the Buyer, in particular technical documentation, including technical drawings and other Buyer requirements specified in the Contract or Order. The Seller is entitled to divide performance into instalments without incurring delay with respect to the remaining instalments, if this is not contrary to the Buyer’s legitimate interests, in particular if partial delivery within a given deadline does not cause the Buyer any damage.
4.10. The Seller is entitled to withdraw from the Contract within 30 days of learning of any of the following circumstances:
4.10.1. The Buyer has permanently or temporarily suspended its payments, or its financial situation has deteriorated to such an extent that repayment of the receivables arising from this Contract is at risk.
4.10.2. The Buyer has failed to fulfil its obligation in full by the due date, has not provided appropriate security, or has otherwise breached the terms of the Contract.
4.11. In the event of the Seller’s withdrawal from the Contract:
4.11.1. The Seller is not obliged to pay the Buyer any damages or to bear any other costs related to the withdrawal, and the Seller’s claims against the Buyer under any legal relationship become immediately due and payable.
4.11.2. The Seller is entitled to withhold performance of its own obligations towards the Buyer under any legal relationship until its claims are satisfied or the Buyer provides appropriate security.
4.11.3. All discounts, rebates, and cash discounts shall be forfeited.
4.11.4. All other rights of the Seller remain unaffected.

5. Obligations and Rights of the Buyer.
5.1. The Seller is not obliged to check the suitability of the subject matter of the Contract for the purposes envisaged by the Buyer. The Seller is bound exclusively by the properties or parameters of the subject matter of the Contract expressly described in the Contract (conformity of the goods with the Contract) and by the technical drawings provided by the Buyer. Furthermore, the Buyer is obliged to check the goods for infringement of copyrights and patents. In accordance with the Contract, these shall be regarded as legal defects of the goods.
5.1.1. The burden of examining the suitability of the subject matter of the Contract for the Buyer’s needs and purposes lies with the Buyer. By placing the Order, the Buyer declares that the subject matter of the Contract meets the Buyer’s needs and purposes and does not infringe the rights of third parties (including patents and copyrights) in the territory of further sale of the subject matter of the Contract.
5.2. Non-conformity of the subject matter of the Contract with the Contract (Warranty for Defects):
5.2.1. The parties limit the Buyer’s statutory warranty rights to the entitlements and rules set out in the clauses below. These GTS govern in full and final terms the Seller’s warranty liability for the subject matter of the Contract and defects of the goods.
5.2.2. Within 7 days of receipt of the subject matter of the Contract, the Buyer is obliged to inspect it for the existence of visible and hidden defects as well as legal defects, on pain of losing the right to invoke non-conformity of the subject matter of the Contract with the Contract.
5.2.2.1. The Buyer is obliged to notify the Seller of the existence of defects immediately in writing or electronically, no later than within the following 7 days from the moment of their discovery, on pain of losing the right to invoke non-conformity of the subject matter of the Contract with the Contract.
5.2.2.2. Hidden defects must be reported immediately in the manner described above, no later than within 7 days of their discovery or the possibility of their discovery; the Buyer is obliged to carry out an examination of conformity of the subject matter of the Contract with the Contract within 7 days of performance by the Seller, on pain of losing the right to invoke non-conformity of the subject matter of the Contract with the Contract.
5.2.3. If the Buyer fails to perform the inspection, notification, or examination activities referred to in this clause within the required timeframe, the subject matter of the Contract is deemed to have been inspected and approved by the Buyer.
5.2.4. In the event of notification of a defect, the Seller is entitled to require the Buyer to send or make available the disputed goods for inspection. Should the Buyer refuse, the Buyer loses the right to invoke non-conformity of the subject matter of the Contract with the Contract.
5.2.5. In the event of a justified defect notification, the Seller is obliged to deliver the appropriate quantity of the subject matter of the Contract within the shortest possible time. The Seller has the right to choose between repair and replacement, provided this is technically possible and economically justified. The fulfilment of warranty obligations takes into account circumstances beyond the Seller’s control, such as delivery of goods or parts from the manufacturer, for whose delivery deadline the Seller bears no responsibility.
5.2.5.1. All related costs shall be borne by the Seller.
5.2.5.2. The Seller shall not bear additional costs resulting from the Buyer having transported the subject matter of the Contract to a location other than the destination stated in the handover protocol, unless such transport corresponded to its intended use as known to both parties at the time of conclusion of the Contract.
5.2.5.3. The Seller shall not be liable for damage incurred if the subject matter of the Contract was used before being inspected or examined.
5.2.6. If replacement or repair does not take place within a reasonable time (subject to delivery of raw materials from the manufacturer), the Buyer may subsequently demand a reduction in price. The right to withdraw from the contract due to a defect is excluded.
5.2.6.1. In any event, the Buyer’s claim for damages is limited to the reliance interest only. In all other respects, the Seller’s liability is limited to the value of the Order from which the defective goods originate.
5.2.7. Claims and rights arising from non-conformity of the subject matter of the Contract with the Contract are available to the Buyer within 12 months of performance of the Contract by the Seller.
5.2.8. The Buyer’s rights arising from a guarantee granted by the Seller remain unaffected. A guarantee may only be granted in written form.
5.2.9. Mechanical, thermal, galvanic, surface, or other processing of the product / subject matter of the contract by the Buyer or on its commission results in exclusion of warranty liability for the goods sold.

6. Properties of the Subject Matter of the Contract.
6.1. Information about the subject matter of the Contract, including information derived from the Seller’s experience and knowledge, does not release the Buyer from examining the subject matter of the Contract as to its suitability for the purpose intended by the Buyer. This also applies when the Seller has previously delivered samples of the subject matter of the Contract.
6.2. When using the subject matter of the Contract, the Buyer is responsible for compliance with applicable law, health and safety regulations, and the processing of the subject matter of the Contract in accordance with technical and professional standards.

7. Contractual Liability
7.1. In the event of a breach of contractual obligations by the Seller, the Seller’s liability is limited to compensation within the bounds of the negative interest and only in the case of gross negligence, up to a maximum of the amount covered by the Seller’s third-party liability insurance or civil insurance for property damage.
7.1.1. The liability of the Seller or of persons whose assistance the Seller uses in performing the obligation or to whom the Seller entrusts performance covers exclusively the consequences of intentional acts or omissions or gross negligence.
7.1.2. The Seller is not liable for damage resulting from the use of materials, components, instructions, specifications, or similar items provided by the Buyer.
7.1.3. The Buyer releases the Seller from liability arising directly or indirectly from the invalidity of any provision of the Contract, and the Seller accepts such release.
7.1.4. The Seller is not liable for claims made against the Buyer by third parties due to defects in the goods sold.
7.1.5. All warranty and damage claims to the extent provided in the GTS apply from the commissioning of serial production and are excluded at the stage of testing conducted by the Buyer.

8. Miscellaneous Provisions
8.1. Confidentiality:
8.1.1. The Buyer is obliged to keep confidential from third parties all data, information, opinions, and documents obtained from or relating to the Seller, in particular technical and commercial know-how (confidential information).
8.1.2. The parties undertake not to use confidential information for purposes other than the fulfilment of the purpose of the Contract known to both parties.
8.2. Data Protection:
To the extent necessary for the performance of the Contract, the Seller is entitled to process and retain the Buyer’s personal data in accordance with applicable data protection regulations.
8.3. Applicable Law
The contractual obligations with the Seller shall be governed by Polish law.
8.4. Jurisdiction
The court having jurisdiction to resolve all disputes arising from the Contract is the court with local jurisdiction for the Seller’s registered office.
8.5. Severability Clause
If any provision of these GTS or of the Contract is or becomes invalid, this shall not affect the application of the other provisions. In such case, the Seller, in agreement with the Buyer, shall replace the invalid provision with a valid one that most closely reflects the economic meaning and purpose of the replaced provision.
8.6. Assignment of rights and obligations arising from the Contract requires the Seller’s written consent, on pain of invalidity.
8.7. General purchasing conditions or other standard contract terms of the Buyer are hereby excluded.