Existing General Commercial Terms and Conditions. These govern commercial transactions separately from the use of the websites; visiting a website does not accept a purchase contract. The existing English text is retained below.

§ 1: General Remarks§ 2: Offer§ 3: Conclusion of Contracts§ 4: Terms of Payment, Invoices and Other Documents§ 5: Price§ 6: Delivery / Shipping§ 7: Defective Goods, Warranty Claims§ 8: Retention of Title§ 9: Obligation to Purchase§ 10: Goods Provided by the Purchaser§ 11: Intellectual Property Rights§ 12: Liability§ 13: Conditional Performance§ 14: Applicable Law, Jurisdiction§ 15: Miscellaneous

§ 1: General Remarks

1. These General Commercial Terms and Conditions (hereinafter called GCTC) regulate the rights and obligations of Parties and are an integral part of a Purchase Contract concluded between the Supplier and the Purchaser.
2. These terms and conditions shall exclusively apply to all contracts in connection with purchases and deliveries between Spalberg S.C. (‘SPALBERG’), Pilsudskiego 31/20, 43-600 Jaworzno, REGON 384201933 (registered at National Official Business Register of Poland) and Purchasers.
3. Provisions stipulated in the Purchase Contract that are different from these GCTC always take precedent. GCTC are valid in their entirety, and any modifications, changes and additions are only valid in written format approved by the Parties.
4. Within the scope of a continuing business relationship in the future, these GCTC shall apply to future deliveries and services, even if they are not expressly agreed upon in each individual case.

§ 2: Offer

1. Our Offer is not binding and is to be understood solely as an invitation to place an order.
2. Unless expressly confirmed by us in writing as binding as an integral part of our offer, statements made - whatsoever - are to be considered only as approximately definitive.
3. We reserve the right to make technical and constructive customary changes to the ordered goods which may deviate from the descriptions contained in offers or brochures as far as they neither unreasonably impair the Purchaser nor affect the functionality of the ordered goods.
4. Models, samples, drawings, plans, descriptions, offers and other documents which we hand over to the Purchaser remain our property and are covered by our copyright. They may not be passed on or made available to third parties.

§ 3: Conclusion of Contracts

1. Products have to be ordered by the Purchaser in writing or via e-mail. Every order must contain the article code.
2. None of the information given by Spalberg S.C. on the website or in any other public form shall be deemed a legally binding offer to enter into a contract. It is only a non-binding invitation to potential purchasers to submit an offer for the conclusion of a contract.
3. Contracts between SPALBERG and the Purchaser become binding as soon as SPALBERG has accepted the Purchaser’s order in written form or via e-mail. This acceptance can be confirmed by issuing a Proforma Invoice, order confirmation or an email response with a clear statement of order confirmation.
4. Additional agreements as well as telephonic or oral changes and supplements with respect to already acknowledged orders require our written confirmation to become effective.

§ 4: Terms of Payment, Invoices and Other Documents

1. Unless agreed otherwise, invoices, Proforma Invoices, order confirmations and all other documents related to the commercial transaction, such as waybills and packing lists, are sent electronically by email in PDF format.
2. Printed hard-copy invoices or other transaction documents are sent only at the Purchaser’s explicit request.
3. Unless agreed otherwise, payment is always on the basis of a Proforma Invoice before delivery.
4. If no special agreement has been made and payment is on the basis of an Invoice, payment has to be effected within 14 days after the invoice date.
5. In case of delay of payment SPALBERG is entitled to charge default interest of 12% per year without a prior reminder. Moreover, SPALBERG may withdraw from the contract after granting an additional postponement of seven days, demand security for contracts not completely fulfilled and demand advance payments for other due deliveries.
6. In case of delay of payment or any other substantial violation of contractual obligations by the Purchaser, SPALBERG shall be entitled to refuse performance.

§ 5: Price

1. Prices are understood as delivery ex works (INCOTERMS 2010), excluding transport packaging, transport costs and transport insurance. These costs and any agreed installation or operation materials are invoiced separately unless covered by a fixed price in the order confirmation.
2. Technical changes requested after confirmation are without charge only if no additional costs are incurred. Additional costs connected with subsequently requested and confirmed technical changes are borne by the Purchaser.
3. Unless expressly agreed otherwise, offer prices are in EURO without value added tax. At a business partner’s request prices may be agreed in Polish currency (PLN), also without value added tax.
4. For a Purchaser not registered in VIES, or whose VAT number cannot be verified in VIES, SPALBERG adds VAT to the agreed net price in accordance with Polish tax law.
5. Sales tax (VAT), if applicable, valid on the day payment is due will be invoiced separately.

§ 6: Delivery / Shipping

1. Unless otherwise agreed, SPALBERG delivers goods ex Works (EXW) KATOWICE according to INCOTERMS 2010. The Purchaser must collect products within seven days after notification. In case of delay, SPALBERG may charge €10.00 plus VAT (23%) per pallet per day from the eighth day after notification.
2. SPALBERG feels obligated to keep agreed delivery dates and deadlines.
3. Delivery times begin with dispatch of the order acknowledgement, but not before the Purchaser has provided necessary documents, approvals or releases and made any agreed down payment.
4. The delivery period is deemed met when: (a) where delivery is arranged by SPALBERG, the ordered goods leave the SPALBERG Warehouse; or (b) on ex Works terms, the Purchaser has been informed that goods are ready for collection.
5. Agreed delivery times shall be reasonably extended in case of labour disputes, strikes, lockouts, force majeure or unforeseen events beyond our control that influence production or delivery. This also applies if sub-suppliers are affected.
6. If these circumstances prevent reasonable fulfilment, SPALBERG shall inform the Purchaser immediately and may rescind the contract, or request that the Purchaser decides within a reasonable period whether to withdraw or agree another solution.
7. If delivery is on SPALBERG’s side, the shipping route, type of carriage and carrier are determined by SPALBERG unless otherwise expressly agreed in writing.
8. SPALBERG is not responsible for forwarder prices offered on the day of dispatch. Prices may vary between delivery lots and SPALBERG does not guarantee the lowest shipping costs.
9. Risk passes to the Purchaser as soon as ordered goods are handed to the forwarder or another person specified to carry out shipment.
10. If shipment is delayed due to circumstances for which the Purchaser is responsible, risk passes on the day the Purchaser is notified that shipment is ready.

§ 7: Defective Goods, Warranty Claims

1. SPALBERG guarantees the contractual goods to be free of material defects according to the respective state of the art and technical standards valid in the Republic of Poland. Compliance with foreign standards is not guaranteed unless expressly agreed in writing for the individual case.
2. SPALBERG shall deliver goods or services in the quantity, quality, packaging and design agreed by the Parties. Goods or services are defective if they differ from the Purchase Contract specifications or generally accepted standards applied to goods or services provided by SPALBERG.
3. The Purchaser must inspect delivered goods directly after receipt and notify SPALBERG of apparent defects. Unless otherwise agreed, evident defects in quantity, material or packaging must be notified at takeover and no later than seven calendar days following takeover.
4. Non-apparent defects must be notified immediately after discovery. The Buyer bears the burden of proof for the claim, including the defect, time of discovery and timeliness of notification.
5. Notification must be in writing and accompanied by documentation proving the claim. If validated, SPALBERG will rectify defects within a reasonable time, deliver new goods under the original terms, or agree another solution with the Purchaser.
6. SPALBERG is not responsible for compensation for damage resulting from improper handling during transport. The Purchaser must report claims to the carrier and seek compensation from the carrier.

§ 8: Retention of Title

1. All goods delivered by SPALBERG remain SPALBERG’s property until all claims arising from the commercial relationship have been paid in full. The Purchaser must promptly return goods at its own expense if payment duties are not fully met and bears all risks of destruction or deterioration of goods to which SPALBERG retains title. Unless agreed otherwise, exercise of rights under this clause does not include withdrawal from the contract unless explicitly stated.

§ 9: Obligation to Purchase

1. If the Purchaser is obligated to purchase a certain quantity within a period and fails to purchase the whole quantity, SPALBERG may: (a) withdraw from the contract in full or in part after granting an additional postponement; (b) transfer the remaining quantity to the next period; or (c) dispose of the goods on the open market and charge the Purchaser any loss, costs and expenses caused by disposal.
2. SPALBERG is entitled to charge adequate storage costs from the time of delay.

§ 10: Goods Provided by the Purchaser

1. If SPALBERG is to customise or process goods provided by the Purchaser, SPALBERG shall carry out the work according to the Purchaser’s requirements. SPALBERG shall not be held liable for the result or damage resulting from it to a third party.

§ 11: Intellectual Property Rights

1. Unless agreed otherwise, graphic and packaging designs, photos, images, samples, models, drawings, plans, clichés or other auxiliary material created by SPALBERG for the Purchaser remain SPALBERG’s intellectual property.
2. SPALBERG holds intellectual property rights in ideas or solutions created and provided by SPALBERG to customise or process goods or materials for the Purchaser, unless agreed otherwise.
3. Materials and solutions provided to SPALBERG by the Purchaser for customisation are believed to have been created by the Purchaser and remain the Purchaser’s exclusive intellectual property.
4. SPALBERG is not liable for Purchaser-provided materials or solutions that are the intellectual or material property of third parties.
5. By providing materials or solutions to SPALBERG for processing or adaptation, the Purchaser warrants that no third-party intellectual property rights are infringed.

§ 12: Liability

1. Unless otherwise provided in these GCTC, the Purchaser’s claims for damages are excluded irrespective of legal grounds, including breach of obligations arising from the contractual relationship and tort.
2. Exclusions and limitations do not apply: (a) in case of intent and gross negligence; (b) where SPALBERG has assumed a guarantee; or (c) in case of breach of an essential obligation whose fulfilment is necessary for the purpose of the contract and on which the Purchaser may regularly rely.
3. Insofar as SPALBERG is liable, liability is limited to typical and foreseeable damage.
4. Liability based on the Polish Product Liability Act and recourse against the manufacturer remains unaffected.
5. SPALBERG assumes no liability for damage resulting from inappropriate or improper use, faulty installation by the Purchaser or a third party, natural wear and tear, incorrect or careless handling, or inappropriate equipment.
6. If SPALBERG fails to fully comply with contractual provisions, SPALBERG is liable only within the boundaries of mandatory statute law.

§ 13: Conditional Performance

1. Performance is subject to the condition that no hindrance attributable to applicable Polish, German, national, EU or international foreign trade law, embargoes or other sanctions exists.
2. The Purchaser shall provide information and documents required for export, transport and import purposes.

§ 14: Applicable Law, Jurisdiction

1. These terms, including formation, are governed by Polish law. The United Nations Convention on Contracts for the International Sale of Goods and conflict rules referring to foreign law are excluded.
2. Legal disputes arising from or connected with this agreement must be brought exclusively before courts with subject-matter and local jurisdiction in Jaworzno, Poland. SPALBERG may also bring a claim at the other party’s place of general jurisdiction.
3. These GCTC, including conclusion, are governed by the substantive laws of the Republic of Poland, excluding CISG and conflict rules that refer to foreign law.

§ 15: Miscellaneous

1. If one or more provisions of these terms are or become invalid or void, or if the terms contain a gap, the validity of the remaining terms is not affected. The parties shall replace an invalid or void provision with a valid provision that comes closest to the parties’ intended purpose.