Terms & Conditions

i. STOFIX – should be understood as: Stofix Poland Spółka z ograniczoną odpowiedzialnością with its registered office in Komorniki, address: 8 Krzysztofa Kolumba Street, 62-052 Komorniki, entered in the register of entrepreneurs kept by the District Court Poznań – Nowe Miasto and Wilda in Poznań, VIII Business Division of the National Court Register, under the KRS number: 0000157224, NIP 7781020307, share capital: PLN 600,000.00, BDO number: 000099741.

ii. Buyer – should be understood as an entrepreneur who concludes a Contract with STOFIX concerning building materials, construction products, and building components.

iii. Terms – should be understood as these General Procurement and Delivery Terms for Construction Products and shall be binding for the Parties, unless the Parties explicitly agree otherwise in the binding written Contract.

iv. Contract – should be understood as a written contract concluded between the Parties in the scope of a commercial transaction relating to building materials, construction products, and building components.

v. Force Majeure Event – should be understood as any failure by a Party to perform its obligations under this Agreement caused by an impediment beyond its control, which it could not have taken into account at the time of the conclusion of the Contract, and the consequences of which could not reasonably have been avoided or overcome by such Party. Such impediments may include, but are not limited to, acts of government in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, lock-outs, industrial disputes, riots, and acts of terror or specific threats of terrorist activity, shortage of transportation or energy.

vi. Order – should be understood as an order placed by the Buyer to STOFIX according to the Terms and the Contract to deliver the Goods or part of Goods.

vii. Goods – should be understood as the goods which STOFIX offers to produce and sell to the Buyer according to the offer, the Order, the Contract and the Terms.

viii. Goods Specification – should be understood as specification of the Goods, including any related plans and drawings, that is agreed in writing by the STOFIX and the Buyer, especially in the Order or Contract.

ix. Price – should be understood as price paid for the Goods by the Buyer and for any other charges or sums paid by the Buyer when purchasing the Goods including, without any limitation, the costs and expenses of materials, delivery, storage of Goods, materials etc. The Price is excluding VAT tax.

x. Delivery Location – should be understood as the location set out in the Order or the Contract or otherwise agreed by the Parties in e-mail or in writing, which indicates the location for the delivery of Goods.

2.1. Procurements and deliveries shall comply with the Terms defined below unless otherwise specified in writing (for example in Contract).

2.2. The Terms are intended to be applied to commercial transactions between entrepreneurs relating to building materials, construction products, and building components.

2.3. Any samples, drawings, descriptive matter, advertising, weights, dimensions or shipping specifications issued by STOFIX and any descriptions of the goods or illustrations or description of the Goods contained in the STOFIX’s or any manufacturer’s or supplier’s catalogues, brochures or other promotional material are published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract nor have any contractual force nor shall be binding upon STOFIX nor be regarded as a warranty or representation relating to the Goods. Uless the Parties explicitly in writing decide so.

2.4. STOFIX shall be entitled to all copyrights related to the works created in the performance of the Contract in accordance with the Act of February 4, 1994 on Copyright and Related Rights, as well as all industrial property rights in accordance with the Act of June 30, 2000 on Industrial Property Law. As long as the Contract does not expressly transfer the above rights to the Buyer, the above rights are not transferred with the execution of the Contract.

2.5. The personal data will be processed according to the current policy applicable in STOFIX and the agreement to for entrustment of personal data processing concluded between Parties, if applicable.

2.6. Any changes to the Terms should be in writing, and the Buyer should be informed about the changes within 2 (two) business days via e-mail. The Orders which are made prior to the change to the Terms and are already in progress will be processed under the previous version of the Terms, otherwise the new version of Terms will apply to the Contract and Orders.

2.7. Any communication between the Parties should be in writing, which should be understood as sending paper documents via post or currier to the service address of each Party indicated on the Contract or to the e-mail address indicated on the Contract.

3.1. The offer shall be made according to the call for tender. If the offer or order confirmation deviates from the call for tender/order, said deviation in the offer or order confirmation shall be explicitly specified so that the deviation may be invoked. Orally agreed deviations in the call for tender/order shall be confirmed in writing.

3.2. The offer shall be binding for 3 (three) months, calculated form the end of the period reserved for the submission of offers, unless no other period of validity has been specified in the call for tender.

4.1. The Contract documents shall be compatible. If the Contract’s documents are found to be conflicting in their content, the order of authoritative priority for documentation shall be as follows, unless otherwise specified in the Contract:

i. the Contract, its appendices, and minutes of contract negotiation meetings, or in their absence, a written order, or in its absence, an order confirmation;

ii. these Terms;

iii. the call for tender and additional written explanations given prior to submission of tender;

iv. the offer and its appendices.

If the call for tender and the offer are contradictory in their content regarding technical details, the exceptions shall be verified and appended in written form to the Contract.

5.1. The Price shall be a fixed price, unless otherwise specified in a Contract or in writing.

5.2. According to Terms the Price refers to the price excluding value-added tax (VAT). The value-added tax is calculated from each Goods’ price as an actual payable tax.

5.3. The Price may change according to provisions of Section 6 of the Terms (6.4.,6.5), in such case clause 5.4. does not apply.

5.4. If the Price change is caused by the legislative actions of state authorities (law, ordinance, decision) or due to Force Majeure Event:

i. which happens following the submission of the offer, or in other cases after signing the Contract,

ii. which cannot have been taken into account, either in the preparation of the offer, or equivalently in the preparation of the Contract,

iii. which have a significant and immediate effect on the performance specified in the Contract, the Price can be adjusted only if the combined effect of these changes is at least 0.5% of the total price. To request this adjustment, a Party must submit a claim to the other Party within 1 (one) month after delivery or acceptance of the work, but no later than the acceptance inspection of the building project.

6.1. The Buyer may place the Order to STOFIX in writing or via e-mail according to the Offer, the Terms, and the Contract.

6.2. Any change to the Order shall be made according to the Terms and the Contract, unless otherwise agreed in writing by the Parties.

6.3. Any changes to the Order by either Party require a written request to the other Party (via e-mail). Unless the other Party agrees to the change in writing (via e-mail) the change to the Order should not apply.

6.4. If the change to the Order increases the Price or costs of materials, delivery etc. the Buyer is obliged to pay for such increase accordingly.

6.5. If procurement plans or building designs are altered, and if these alterations cause changes in the Price and/or costs and expenses, STOFIX shall be entitled to receive additional compensation from the Buyer and shall be equivalently obliged to recompense the Buyer if such alterations lead to the Price and/or cost reductions.

6.6. If changes result in modifications to delivery schedules, STOFIX shall have the right to receive additional time according to mutual agreement by the Parties (via e-mail).

6.7. Requests relating to modified Price, costs and additional time shall be agreed upon in writing (via e-mail) between the Parties before executing the changes.

7.1. The Price shall be paid against invoicing according to the Contract and the agreed time schedule (attached to the Contract or otherwise agreed in writing, for example in an e-mail).

7.2. If the Buyer does not pay the Price within the agreed time limit, STOFIX shall have the right to charge the interest specified in the Contract or according to Law of March 8, 2013 on the prevention of excessive delays in commercial transactions for the period between the expiration date and the date of payment.

8.1. Ownership rights of Goods and/or materials for production of the Goods purchased by STOFIX shall be transferred to the Buyer when the Price indicated in a Contract, with any possible interest, expenses and costs related to the Order has been paid in full.

8.2. In case:

i. the Buyer does not pay the Price by the due date, even after the written request from STOFIX (via e-mail), or

ii. there are valid reasons to doubt the Buyer’s ability to pay the Price, or

STOFIX may:

i. stop supplying the Goods or fixing Goods,

ii. store, repossess the Goods already supplied to the Buyer, at the Buyer’s expanse,

iii. store, repossess, sell or otherwise use the materials which are in STOFIX’s possession, and which are needed to produce the Goods for the Buyer, at the Buyer’s expense.

9.1. Risk shall be transferred to the Buyer when the Goods have been turned over to the Buyer according to the Contract and/or Terms, or when they have been assigned to an independent carrier for delivery, unless otherwise specified in the Contract.

9.2. If, due to the fault of the Buyer, the Goods have not been delivered by the agreed time, risk will be transferred to the Buyer when STOFIX has performed those duties, required of STOFIX by the Contract, that enable the handing over of Goods. In that case, the Buyer shall be responsible for insuring the Goods, and all costs related to storing, keeping the Goods, materials etc.

9.3. Storage of the Buyer’s Goods on STOFIX’s premises shall be agreed upon in writing, and their separation shall be announced to the Buyer (via e-mail). The Buyer will bear the costs and will pay separate remuneration for such storage; the separate remuneration may be included in the Price if Parties agree so in writing.

10.1. The Parties may agree on securities in the Contract.

11.1. The Goods shall in every respect comply with Polish laws and ordinances, as well as regulations provided by public officials concerning factors such as the construction and outfitting of Goods, as well as their installation procedures, occupational health and fire safety regulations, valid at the time of delivery.

11.2. The Goods shall, in their genre, quantity, quality, other properties, as well as in their packaging and product code identification, correspond to what can be considered to have been agreed upon by the Parties, in the Contract and Order.

11.3. All the necessary certificates, permits, quality documents, operating, management, servicing and maintenance instructions shall be provided with the Goods, along with any other documentation required to be furnished by STOFIX.

11.4. Minor deviations in color, purity and quality of the Goods shall under no circumstances give grounds for any complaint, refusal to accept the delivery or dissolution of the Contract, or delay in payment of the Price.

11.5. The Buyer has a right to inspect Goods during the production process and after the delivery of the Goods according to the Terms, the Contract and the law.

12.1. The materials to produce the Goods will be procured by STOFIX, unless otherwise agreed in Contract, Order or in writing by the Parties.

12.2. If the materials are procured by the Buyer, STOFIX has the right to inspect them, and in case of any issues or defects STOFIX has to inform the Buyer as soon as possible, not later than within 2 (two) business days of discovering the issue or defect by STOFIX, such discovery may occur at any time during the production process.

12.3. In case the Buyer is procuring the materials, the Parties will agree in the Contract the terms, specifications, inspections and delivery of the materials. The Parties will also include this factor in the Price.

12.4. The materials have to be in condition compliant with the Terms, Contract and Order, and necessary to produce the Goods. The specifications of the materials (type, quality, quantity etc.) may be part of the offer, Order, Contract or otherwise agreed in writing by the Parties (especially a part of Goods Specification).

12.5. In case there is an issue or delay in obtaining the materials necessary for production of the Goods according to the Order, the Party responsible for procuring the materials will inform the other Party as soon as possible (via e-mail), not later than within 7 (seven) days of such occurrence. The Parties shall then agree on the next steps in writing (may be via e-mail).

12.6. The Buyer may inspect the materials procured by STOFIX, and their storage conditions.

12.7. Any unused materials procured by STOFIX for the production of the Goods which were paid by the Buyer (included in the paid Price) or procured by the Buyer may be used for other purposes, including executing another Order of the Buyer or another client of STOFIX, only after receiving the written consent by the Buyer.

12.8. In case the unused materials are excluded from the Price, STOFIX is the owner of the materials, unless otherwise is specified in the Contract or in writing.

13.1. Information or documents which are considered a business secret (such as: drawings, production methods, storage methods, information about the organization of the company of either Party, contents of the Contract, Orders, delivery schedules, pricing system, technical and technological information especially related to the Terms, Contract and Order etc.) shall be protected by each Party and not disclosed to any third party, unless there is a written consent from the other Party.

13.2. All drawings, technical documentation and information required for the producing of the Goods that the Buyer and STOFIX disclosed to other Party before or after signing the Contract are to remain the sole property of the disclosing Party, unless the Parties decide otherwise in writing.

13.3. The Parties may include specific provisions in the Contract or a in separate contact concerning the non-disclosure of the documents and information, including introducing any contractual penalties.

13.4. The receiving Party may not use, duplicate, or reproduce these documents and information, nor may not reveal their content to any third party without the express written consent of the disclosing Party. The usage of the information and documents is limited to necessary limit to execute the Contract and/or Order.

13.5. STOFIX’s subcontractors are not considered third party according to the provisions of Section 13.

13.6. All information and documents shall be returned at the written request of the disclosing Party.

13.7. Each Party shall be responsible for their furnished designs and documentation, the accuracy of the information on which these designs and documentation are based, and adherence to the agreed time schedule.

13.8. STOFIX shall be responsible for any requirements and obligations connected with the Good’s patent or other industrial rights so that these shall not result in any expense or inconvenience for the Buyer.

14.1. The Buyer has the right to supervise and inspect the production process of the Goods during business hours at STOFIX’s premises according to the Contract or other written agreement by the Parties, especially Goods Specifications.

14.2. The Buyer shall have the right to receive information concerning adherence to the production time schedule. This does not diminish the responsibility of STOFIX.

14.3. If during the production process of Goods it turns out that STOFIX produces the Goods in a defective manner or contrary to the Contract, Terms or Order, the Buyer may submit a written request to STOFIX to change the manner of production setting STOFIX an appropriate period of time for this purpose. In case STOFIX does not change the manner of production accordingly in a given period, the Buyer shall have the right to withdraw from the Contract/or Order. The given period should not be in any case shorter than 2 weeks.

14.4. When the Goods have been handed over, the Buyer shall perform a visual inspection. Quality flaws or transport damage detected in visual inspections shall be immediately noted on the bill of consignment, protocol or otherwise in writing.

14.5. Prior to the use of the Goods at the construction site, or its fixing or installation, the Buyer shall again perform an adequate inspection of the Goods.

14.6. Errors and omissions detected only when the delivered Goods are being fixed or when their parts are being connected to each other shall be announced immediately by the Buyer. The communication shall be in writing (protocol, e-mail etc.).

14.7. STOFIX shall have a right to conduct an inspection at the construction site, and minutes shall be drawn of this inspection at the request of a Party.

14.8. At the acceptance inspection of the building project, claims may be made by the Buyer for such defects and omissions which cannot have been detected prior to such inspection. The claims should be made in writing to STOFIX according to the Contract.

15.1. The Buyer is obliged to pay the Price and receive the Goods.

15.2. The Buyer is obliged to provide assistance so that the Goods may be produced and delivered as agreed according to the time schedule, Contract, Terms and Order. The Buyer must confirm that the Goods and Goods Specifications are compliant with the laws of the Buyer’s relevant country.

15.3. The Buyer shall take care to ensure that duties performed by his subcontractors and experts shall be carried out according to the time schedule, Contract, Terms and Order.

15.4. The Buyer shall assume responsibility for maintaining acceptable driving conditions for the road leading to the unloading location (Delivery Location), as well as ensuring that roads on the construction site are in a condition permitting unimpeded movements for the agreed transport vehicle employed and shall ensure that the unloading location is in proper condition.

15.5. The Buyer shall take care of collecting and transporting the packaging waste of the Goods. The Buyer shall recover packaging waste whenever possible.

16.1. STOFIX shall be subject to liability according to Terms, Contract, and mandatory Polish law.

16.2. STOFIX is liable in case Goods are considered unsafe product. Unsafe is a product that does not provide the safety that can be expected, taking into account the normal use of the product. Whether a product is safe is determined by the circumstances at the time the product was placed on the market, especially the way it was presented on the market and the information given to the consumer about the product’s characteristics.

16.3. STOFIX is exempt from the above liability (16.2.) if:

i. the unsafe properties disclose after the risk concerning Goods is transferred from STOFIX,

ii. STOFIX was unable to foresee the unsafe properties of Goods during the production process,

iii. The unsafe properties are the consequence of STOFIX compliance with binding legal provisions.

16.4. STOFIX shall be responsible for defects in Goods that have been present in Goods at the time of transfer of risk to the Buyer, even if the defect is detected later.

16.5. Only the mandatory Polish legal provisions concerning warranty should apply to the Terms and Contract, and the obligations and rights of the Parties. Otherwise, the warranty regulations are explicitly excluded.

16.6. The Terms and the Contract regulate the warranty provisions in relation to Goods, and the legal provisions concerning warranty according to Polish Civil Code which are different that those indicated in the Terms or Contract should not apply, especially those provisions which grant further rights to the Buyer and further obligations to STOFIX, unless such provisions are mandatory according to Polish law.

16.7. The warranty period is 1 year from the moment of the completing the Order (usually meant by delivery of Goods), unless otherwise required by mandatory Polish legal provisions, or otherwise indicated in the Contract or in writing by the Parties.

16.8. STOFIX is relieved of liability under the warranty if the Buyer knew of the defect of the Goods at the time of delivery of the Goods.

16.9. STOFIX is liable under warranty for physical defects of the delivered Goods also if STOFIX produces the Goods according to the manner specified in the Terms, Contract and Order or otherwise specified by the Buyer in writing or according to the technological documentation provided by the Buyer (Goods Specification).

16.10. STOFIX is exempt from the above liability (16.9.) if:

i. demonstrates that, despite exercising due diligence, STOFIX could not detect the defects in the production method or technological documentation indicated in the Terms, Contract, Order or by the Buyer in writing or according to the technological documentation provided by the Buyer (Goods Specification),

ii. informed the Buyer via e-mail or in writing of the possibility of Defective Goods (inadequacy of the indicated method of production or technological documentation provided, but despite this the Buyer upheld the indicated method of production.

16.11. Defective should be understood as Goods or part of Goods that are not compliant with the Terms and/or Contract and/or Order, and/or the law.

16.12. Below is the warranty process which will be followed only in cases which are mandatory by Polish law, otherwise the Buyer has the right to use the guarantee.

16.13. The Buyer may not base a claim on a defect in the Goods if the Buyer has not notified STOFIX of the defect within a reasonable for period, which should be understood as up to 1 week, of the time following the detection of the defect, or following an inspection of the Goods in which the defect should reasonably have been detected. The notification should include reasons, details on the defects and photographic evidence.

16.14. STOFIX shall, upon receipt of the Buyer’s claim, confirm receiving the claim and verify such claim within 1 week of receiving it via e-mail.

16.15. If the claim is justified, STOFIX, at its’ own expense, will either repair the defect for which STOFIX is liable or carry out a replacement delivery.

16.16. If the claim is unjustified STOFIX will inform the Buyer in writing (via e-mail) within 1 week of receiving the claim.

16.17. STOFIX may require longer period of time to verify the Buyer’s claim and will inform the Buyer in writing (via e-mail) about the expecting deadline for verification of the claim.

16.18. If STOFIX fails to fulfill the obligation to correct any defects or carry out a replacement delivery (in case the claim is justified), the Buyer shall have the right to correct the defect or have the defect repaired at STOFIX’s expense. The Buyer shall, before correcting a defect or carrying out a replacement order, inform STOFIX of these actions in writing.

16.19. STOFIX shall not be held responsible for defects caused by construction that has not been designed and built in accordance with sound design, construction, and installation practices, nor shall STOFIX be held responsible for defects resulting from improper adherence to operating instructions, or for defects resulting from negligence in servicing procedures.

16.20. STOFIX shall not be liable for the failure of any Goods in any of the following events:

i. The Buyer makes any further use of such Goods after giving notice in accordance with the Terms or the Contract.

ii. the defect arises because the Buyer failed to follow STOFIX’s oral or written instructions or recommendations as to the storage, transportation, commissioning, installation, use and maintenance of the Goods (including instructions and recommendations in any installation guide or maintenance guide provided in any form, including on STOFIX’s website) or (if there are none) good trade practice regarding the same;

iii. the Buyer alters or repairs such Goods without the written consent of STOFIX.

iv. The defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions

v. Goods differ from their description or the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

16.21. Regarding defects detected in Goods, STOFIX’s liability for damages for consequential damage shall not exceed the cost of STOFIX’s delivery (the Price). In cases of consequential damage, the Buyer shall, upon learning of their existence, submit without delay written notification to STOFIX.

16.22. Damage resulting from decreased production or profits, or interruptions, or lost profits resulting from expired or incorrectly performed contracts with third parties, shall not be classified as consequential damage entitling to compensation.

16.23. Minor deviations in colour, purity and quality shall under no circumstances give grounds for any complaint, refusal to accept the delivery or withdrawal from Contract, or delay in payment of the Price.

16.24. The liability of STOFIX under warranty, according to Terms, Contract and law shall not interfere with the guarantee given to the Buyer.

17.1. The costs of transport, delivery, loading and unloading of Goods, as well as packaging or securing the Goods are bored by the Buyer. These costs should be included in the Price. In case not all the costs necessary to perform the delivery are included in the Price, STOFIX will separately charge them to the Buyer by issuing a relevant invoice. The Parties add specific provisions on the costs in the Contract or Order.

17.2. The terms and conditions for the transport and delivery should be agreed in the Contract. Unless otherwise agreed, STOFIX is responsible for transport and delivery to the Delivery Location, and the Buyer is responsible for unloading the Goods at its own risk and expense.

17.3. If the delivery cannot be completed either partially or in its entirety, or if Goods cannot be received according to the agreed time schedule, or if it appears likely that this kind of delay will occur, the responsible Party shall immediately inform the other Party in writing (via e-mail) with explanation of the reason delay as well as a new delivery date.

17.4. If the Buyer or a person/entity who acts on behalf of Buyer refuses to receive the delivery or is not present to receive the delivery STOFIX may:

i. unload the Goods itself at the Buyer’s cost and leave them on or outside the requested Delivery Location (in which case STOFIX will be deemed to have fulfilled its obligation to transport and deliver the Goods to the requested Delivery Location and the risk is transferred to the Buyer).

ii. redeliver the Goods at a mutually agreed date. STOFIX shall be entitled to charge for any attempted re-delivery and if STOFIX must provide storage for the Goods then they should be entitled to charge the Buyer for storing and insuring the Goods until they are successfully delivered by STOFIX and unloaded by the Buyer at the Delivery Location.

17.5. The quantity of consignment of Goods delivered shall be as recorded by STOFIX upon delivery from STOFIX and such quantity shall be conclusive evidence of the quantity received by the Buyer unless the Buyer can provide conclusive evidence to the contrary.

17.6. STOFIX shall deliver to a good hard surface on standing ground, on or near the requested Delivery Location completely accessible by an articulated heavy goods vehicle on a good hard road.

17.7. STOFIX has no obligation to deliver the Goods if:

i. it would be unsafe, unlawful or unreasonably difficult to do so.

ii. the Buyer or the Buyer’s agent or customer is not present to take delivery; or

iii. The premises (or the access to them) are unsuitable for the delivery vehicle.

17.8. If the Buyer fails to provide a signature on a receipt note, delivery having been duly made, notification in writing to the Buyer by STOFIX following delivery shall be deemed to be conclusive evidence that the delivery was made in accordance with the Contract.

17.9. The Buyer shall be entitled to receive a penalty fee for a delayed delivery, the amount of which, unless otherwise specified in the Contract, shall be 0,1% of the Price for each working day, however, not for more than 75 working days.

17.10. If called for by the nature of the delivery and if the Parties have specifically agreed on such an arrangement in the Contract, the Buyer shall be entitled to receive a penalty fee amounting to 0,5% of the Price for each full week’s delay, however, not for more than 15 weeks.

17.11. If the delivery has been divided into partial deliveries, penalty fees for delays may be agreed upon separately regarding intermediate stages.

17.12. STOFIX, apart from penalty fees for delays, shall not be liable for any other compensation resulting from delays, unless it can be established that STOFIX has acted in grossly negligent or deliberately injurious manner.

17.13. If the delivery is delayed through the fault of the Buyer, STOFIX shall have the right to submit an invoice for the delivery according to the agreed time schedule and shall be entitled to compensation for any direct expenses resulting from the delay.

17.14. In the event that one of the Parties wishes prior to the commencement of the production of functional elements to have the existence of a circumstance related to the content, degree of preparedness or delivery attested, an inspection of the plans and designs shall be performed, unless the matter can be verified otherwise.

18.1. Neither Party shall be liable for non-performance caused by a Force Majeure Event.

18.2. A Force Majeure Event suffered by a subcontractor of a Party shall also discharge such a Party from liability if subcontracting from other source cannot be made without unreasonable costs or a significant loss of time.

18.3. A Party shall notify the other Party in writing or via e-mail without delay of a Force Majeure Event. The Party shall correspondingly notify the other Party of the termination of a Force Majeure Event. It should not be later than within 2 (two) business days of such occurrence, unless it was not possible to inform the other Party in such time due to Force Majeure Event.

18.4. Each Party may receive a reasonable extension for the time required to perform their contractual duties if the performance of these contractual duties is prevented or impeded to an unreasonable degree by Force Majeure Event.

18.5. If the procurement of materials, products, or machinery necessary for the production of the Goods is hindered or delayed due to Force Majeure Event and it is not possible for STOFIX to perform these procurements elsewhere without unreasonable loss of time or expenditure, STOFIX shall be granted a necessary and sufficient extension to the delivery date.

18.6. If either Party has not informed the other Party in writing immediately following the detection of Force Majeure Event, it cannot be used as basis for exemption. It should not be later than within 2 (two) business days of such occurrence, unless it was not possible to inform the other Party at such time due to Force Majeure Event.

19.1. STOFIX shall guarantee the Goods for a period of 20 years from the moment of completing the project installation, unless otherwise specified in the Contract or guarantee document.

19.2. The installation process in not included in the guarantee.

19.3. The Buyer, if possible, should use the right to guarantee as primary means of complaint.

At the same time the Buyer under the mandatory Polish law provisions and provisions indicated in Section 16 of the Terms may use the warranty liability.

19.4. The terms of guarantee shall be indicated in the guarantee document which is given to the Buyer.

16.1. The Buyer may inform STOFIX in writing (via e-mail) about the issue (defect or omission) for which STOFIX may be held responsible, detected during the guarantee period, that hinder the use of the goods or contribute to its deterioration.

19.5. STOFIX upon receiving the notification from the Buyer will verify the claim within 1 week of receiving it.

19.6. If the claim is justified, STOFIX, at its’ own expense, will either repair the defect for which STOFIX is liable or carry out a replacement delivery.

19.7. If the claim is unjustified STOFIX will inform the Buyer in writing (via e-mail) within 1 week of receiving the claim.

19.8. STOFIX may require longer period of time to verify the Buyer’s claim and will inform the Buyer in writing (via e-mail) about the expected deadline for verification of the claim.

19.9. STOFIX’s liability shall not extend to defects resulting from ordinary use or negligence found to be responsibility of the Buyer.

19.10. If STOFIX, despite having received written notification from the Buyer, neglects to fulfil the guarantee obligations within an agreed time limit, specific to the project (Order, Contract), the Buyer shall have the right to correct the defect or have the defect repaired at STOFIX’s expense. The Buyer shall, before correcting a defect or carrying out a replacement order, inform STOFIX of these actions in writing.

20.1. STOFIX shall assume responsibility for all deliveries provided by STOFIX’s subcontractors.

20.2. The Buyer, at written request, shall have the right to obtain information pertaining to STOFIX’s most important subcontractors and parts suppliers, and shall have the right to carry out quality control inspections on their premises.

21.1. Neither Party shall have the right to transfer the Contract or any rights or obligations arising from Terms or Contract to a third party unless otherwise specified explicitly in a Contract or in writing by both Parties.

21.2. STOFIX’s subcontractors are excluded from clause 21.1., and STOFIX may without limitations transfer any obligations and rights of STOFIX to its’ subcontractors under the Contract, Terms or in writing.

22.1. The Parties may include the provisions regulating the annulment of the Contract directly in the Contract (right to withdrawal).

22.2. The Buyer loses the right to withdraw from the Contract if STOFIX begins to produce the Goods or part of Goods.

22.3. STOFIX may terminate the Contract with the immediate effect by giving written notice to the Buyer if:

i. the Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of being notified in writing to do so.

ii. the Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

iii. the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

iv. the Buyer’s financial position deteriorates to such an extent that in STOFIX’s opinion the Buyer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

v. if the Buyer fails to pay any amount due under the Contract on the due date for payment.

22.4. On termination of the Contract for any reason the Buyer shall immediately pay to STOFIX all STOFIX’s outstanding unpaid invoices and interest, and in respect of Goods supplied but for which no invoice has been submitted, STOFIX shall submit an invoice, which shall be payable by the Buyer immediately on receipt.

22.5. Termination of the Contract, howsoever arising, shall not affect any of the Parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.

22.6. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

22.7. STOFIX may suspend the provision of Goods under the Contract or under other agreement with the Buyer in case of any events indicated in clause 22.3. above occurs. The suspension does not have a time limit and does not prohibit STOFIX from terminating the Contract for the same reason or any other listed reason. STOFIX will inform in writing the Buyer of the suspension within 2 (two) business days of introducing the suspension.

The Contract shall include the clause for the arbitration. The arbitration shall be conducted in Poland, and the language of the proceedings shall be English.

The Polish law should apply to the Terms and a Contract, and any other agreements of the Parties.