GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY

These terms apply unless the parties have otherwise specified their rights and obligations in the contract (offer).

Section 1. Offer and Transaction Conclusion

1.1) These General Terms and Conditions of Sale and Delivery apply to sales agreements for products, deliveries, and all other agreements concluded between Solvachem Sp. z o.o., acting as the seller, and its Clients.

1.2) Catalogs, drawings, and promotional materials presented by Solvachem Sp. z o.o. are not binding and do not constitute an offer under Article 66 § 1 of the Polish Civil Code.

1.3) Solvachem Sp. z o.o. is not bound by any general terms, contract templates, or regulations applied by Clients unless explicitly agreed to in writing.

1.4) In the case of an order placed by the Client, the agreement is concluded only upon confirmation of the order by Solvachem Sp. z o.o. or delivery of the ordered goods. Placing an order implies the acceptance by the Client of all provisions contained in these General Terms and Conditions.

1.5) When placing their first order with Solvachem Sp. z o.o., the Client is required to provide certified copies of the following documents:

• An excerpt from the business activity register or a copy of the National Court Register,
• A decision on the assignment of a tax identification number (NIP),
• A certificate of assignment of the REGON number.

1.6) Solvachem Sp. z o.o. may withhold the execution of the order/contract if the Client fails to provide all required documents.

1.7) Orders are accepted exclusively in written form (via email or fax).

1.8) The order fulfillment timeline is established individually for each order by Solvachem Sp. z o.o. The conditions and timeline must be confirmed each time to be binding.

1.9) The Client is obligated to:

• Keeping the entry (or excerpt) from the appropriate registry up to date,
• Updating the REGON number and the decision on the assignment of the tax identification number (NIP) as required,
• Providing written notice of any events affecting the Client’s financial situation.

Section 2: Payment Terms

2.1) All prices quoted by Solvachem Sp. z o.o. are net prices and apply ex-warehouse of Solvachem Sp. z o.o.

2.2) Prices do not include packaging, loading, insurance, transportation costs, customs duties, or other taxes.

2.3) Prices are stated in Polish zlotys unless the agreement specifies a different currency.

2.4) Solvachem Sp. z o.o. reserves the right to withdraw from the agreement in case of extraordinary cost increases by suppliers.

2.5) Payments are to be made based on VAT invoices issued by Solvachem Sp. z o.o. on the day the goods are handed over to the Client, payable under the conditions specified below.

2.6) The payment date is the date when funds are credited to the account of Solvachem Sp. z o.o. The Client bears the costs related to the transfer. Bank charges related to the Client’s bank are borne by the Client, while charges of the beneficiary’s bank are borne by Solvachem Sp. z o.o.

2.7) Solvachem Sp. z o.o. may condition the execution of an order on the prior payment of a deposit in a specified amount or as a percentage of the order value.

2.8) Unless expressly agreed otherwise, measurements, weights, quantities, and quality data provided in documentation shared by Solvachem Sp. z o.o. or its suppliers shall serve as the basis for invoicing and settlements.

2.9) The Client is not entitled to withhold or offset payments due to any counterclaims, including warranty claims, unless such counterclaims have been acknowledged in writing by Solvachem Sp. z o.o. or determined by a final court ruling.

2.10) If the Client fails to make payments in accordance with the agreement or if a bankruptcy petition is filed against the Client, or if Solvachem Sp. z o.o. becomes aware of circumstances raising serious doubts about the Client’s solvency, creditworthiness, or ability to fulfill the agreement, Solvachem Sp. z o.o. – without prejudice to other rights and claims – may partially or fully withdraw from any agreements concluded with the Client. Alternatively, Solvachem Sp. z o.o. may suspend the execution of such agreements, condition the performance of obligations on advance payments or the establishment of appropriate securities by the Client, or demand immediate settlement of all dues arising from ongoing business relations.

11) The buyer is considered to be in payment default if they fail to pay the full price by the payment deadline specified on the invoice. In the event of a payment delay, the Client is obligated to pay statutory interest on the gross amount due.

12) Unless otherwise agreed, the place of payment is the registered office of Solvachem Sp. z o.o.

Section 3: Delivery Terms

1) Unless otherwise specified in the agreement, the Client is obligated to collect the ordered goods from the designated warehouse of Solvachem Sp. z o.o. on the agreed date using their own transport or a chosen courier service. If the Client does not specify a courier service, Solvachem Sp. z o.o. may dispatch the goods using a courier service they collaborate with, refactoring the delivery cost.

2) All shipments are transported at the buyer’s risk.

3) The place of performance is the agreed place of delivery/collection.

4) Goods delivered or dispatched to the Client are not subject to return or exchange except in the cases specified below.

5) If the Client fails to collect the goods on the agreed date, Solvachem Sp. z o.o., where possible, will store the goods at the Client’s expense and risk (the risk of accidental loss or damage passes to the Client at the moment when the Client was supposed to collect the goods according to the agreement). Alternatively, Solvachem Sp. z o.o. is entitled to withdraw from the execution of the order without setting an additional deadline for collection. Additionally, Solvachem Sp. z o.o. may claim a contractual penalty of 5% of the gross value of the ordered goods for each day of delay in collecting the goods. The Client agrees to pay this compensation upon the first written demand by Solvachem Sp. z o.o. Payment of the above-mentioned penalty does not deprive Solvachem Sp. z o.o. of the right to claim damages on general principles.

6) Solvachem Sp. z o.o.’s liability for damages due to improper performance of the agreement is limited to the value of the subject matter of the agreement. Solvachem Sp. z o.o. is not liable for any lost profits that may result from improper performance of the agreement.

7) For DAP/DDP (Delivered at Place/Delivered Duty Paid) deliveries, it is assumed that the delivery will be made to the unloading location. The Client is solely responsible for prompt and proper unloading.

8) If delivery is made using a rail tank car, Solvachem Sp. z o.o. reserves the right to choose the size of the tank car. The Client is obligated to fully empty the tank car immediately upon its arrival and, in the absence of other arrangements, return it to the shipping location as agreed. Tank cars used by Solvachem Sp. z o.o. are made available for a period of 72 hours without charging rent unless otherwise agreed. If the tank cars are not returned emptied within the specified period, a daily rent of €30 per tank car for each commenced day will be charged. The Client may not use tank cars provided by Solvachem Sp. z o.o. for their own needs or those of third parties.

9) The Client agrees to obtain all permits, authorizations, and licenses required or beneficial for export or any other form of performance by the Client under this agreement within a suitable timeframe before the delivery by Solvachem Sp. z o.o. The Client also agrees to maintain the validity of obtained permits, authorizations, and licenses and provide documentation upon Solvachem Sp. z o.o.’s request.

Section 4: Force Majeure

1) In the event of circumstances beyond the control of either party or due to force majeure, which prevent Solvachem Sp. z o.o. or its suppliers from fulfilling delivery or transportation obligations, Solvachem is released from its delivery obligations without any liabilities.

2) The term “force majeure” also includes circumstances that may result in disproportionate costs, such as governmental actions, production stoppages, raw material shortages, transportation difficulties, and machinery damage.

3) Force majeure circumstances affecting Solvachem Sp. z o.o.’s suppliers will be treated as force majeure affecting Solvachem Sp. z o.o.

4) Upon the cessation of force majeure circumstances, Solvachem Sp. z o.o. will deliver the ordered and undelivered quantities under the agreed terms unless the parties decide otherwise.

Section 5: Retention of Ownership

1) Goods delivered by Solvachem Sp. z o.o. remain the property of Solvachem Sp. z o.o. until all claims related to their sale have been satisfied.

2) Until the full purchase price is paid, the Client is obligated to store the goods separately, ensure they are clearly marked as the property of Solvachem Sp. z o.o., and maintain them appropriately.

3) In the event of the combination, mixing, or processing of goods subject to ownership retention by the Client, or with other goods, Solvachem Sp. z o.o. will have joint ownership of the resulting goods in proportion to the value of the retained goods to the other goods.

4) The Client’s right to handle the goods subject to ownership retention, including processing, transforming, combining, and mixing, as well as transferring receivables, ceases automatically if payment terms are violated, the goods are improperly handled, or if bankruptcy proceedings are initiated against the Client.

5) In the event of non-compliance with payment terms, unauthorized handling of goods under ownership retention, or bankruptcy proceedings against the Client, Solvachem Sp. z o.o. reserves the right to immediately reclaim the retained goods, enter the Client’s premises for this purpose, request relevant information about the retained goods, seize potential receivables from the resale of goods, and review the Client’s accounting records to protect Solvachem Sp. z o.o.’s rights.

6) If applicable law does not permit ownership retention as outlined above, the Client agrees to ensure alternative security measures upon Solvachem Sp. z o.o.’s request, such as providing material collateral for claims.

7) If the value of securities provided to Solvachem Sp. z o.o. exceeds the total claims by 20%, Solvachem Sp. z o.o. is obligated to release the excess securities upon the Client’s request.

8) The Client irrevocably authorizes Solvachem Sp. z o.o. to take any actions deemed necessary to mark the goods with ownership retention on behalf of Solvachem Sp. z o.o. and implement other material security measures for claims.

Section 6: Obligation to Inspect and Submit Complaints

1) Complaints are applicable to goods identified as damaged or non-compliant with the order.

2) Defects in part of the goods do not entitle the Client to file a complaint for the entire delivery.

3) Solvachem Sp. z o.o. is not liable for material defects that only marginally reduce the value or usability of the goods.

4) The Client is required to inspect the ordered goods upon receipt for quantity and within five business days for quality. Complaints must be filed within this timeframe, along with relevant documentation to justify the complaint.

5) Complaints must be submitted in writing (via fax or email) specifying the goods in question, the quantity, the reason for the complaint, and the proposed resolution. The Client must return the batch of goods under complaint only after agreeing on the shipping method and timing with Solvachem Sp. z o.o. Shipping the goods back without prior notification and agreement allows Solvachem Sp. z o.o. to refuse the return or charge the Client for return shipping costs.

6) After the deadlines specified in point 4 of this section, the Client’s rights arising from warranty claims for defects expire.

7) Liability for hidden defects is excluded 12 months after the delivery date.

8) The complainant must provide samples of the complained goods upon Solvachem Sp. z o.o.’s request, under penalty of the complaint being disregarded.

9) Filing a complaint does not suspend the payment deadline.

10) Solvachem Sp. z o.o. is not liable for complaints filed by third parties, including entities to whom the Clients have sold or transferred the purchased goods or services.

11) After resale or transfer of the goods to another recipient, the Client assumes full responsibility for any quality or quantity defects. The same applies to goods subjected to further processing. Returns of goods processed in any manner will not be accepted.

12) Solvachem Sp. z o.o. is liable only up to the value of the goods and only to the Client. Liability to third parties, unless arising from mandatory statutory provisions, is excluded.

13) If a complaint is accepted, Solvachem Sp. z o.o. will, at its discretion, either remedy the defects or provide replacement goods free of defects within the agreed timeframe.

14) If Solvachem Sp. z o.o. fails to fulfill the obligation specified in point 13, the Client may, in writing, set an additional appropriate deadline for compliance. If the deadline expires without success or additional performance is unsuccessful, the Client may demand a price reduction or withdraw from the contract. Other claims by the Client are excluded.

15) Claims for material defects become time-barred after 12 months. This does not apply where statutory provisions require longer limitation periods.

16) Solvachem Sp. z o.o. does not provide guarantees or assurances regarding the marketability of goods or their suitability for specific purposes.

17) If proper or timely deliveries of its own are no longer possible, Solvachem Sp. z o.o. is entitled to suspend or terminate the contract or specific delivery obligations.

18) Solvachem Sp. z o.o. is not liable for unauthorized actions or damages that do not occur within the subject of delivery, unless the Client proves that Solvachem Sp. z o.o., its entities, or subcontractors entrusted with special management tasks acted intentionally or with gross negligence.

19) Solvachem Sp. z o.o. is not liable, regardless of the cause, for indirect damages or loss of profits.

20) Solvachem Sp. z o.o. is not liable for accidents occurring during the unloading of transport vehicles or for damages caused by foreign vehicles transporting goods. The Client may request an assignment of claims that Solvachem Sp. z o.o. has against third parties regarding the damages.

Section 7: Confidentiality

1) The parties to the contract are obliged to keep confidential all information obtained in the course of fulfilling the contract. This obligation does not apply to publicly available information or information that must be disclosed by the party upon request of the competent governmental authority.

2) The confidentiality obligation will remain in effect even after the expiration of the contract, regardless of the reason for termination.

Section 8: Final Provisions

1) The place of performance for Solvachem Sp. z o.o.’s deliveries is, in the case of ex-works deliveries, the delivering plant (e.g., manufacturer’s plant) and, in the case of warehouse deliveries, the warehouse.

2) Any amendments or supplements to the contract must be made in writing and signed by authorized representatives of both parties to be valid.

3) The parties agree to engage in negotiations in case of potential disputes arising from the execution of the contract, including issues related to the interpretation or validity of its provisions.

4) The General Terms constitute an integral part of the contract between the parties and take effect on the date of the contract’s conclusion, remaining in force until the termination or expiration of the contract.

5) The governing law for resolving potential disputes arising from the execution of this contract is Polish law, and the competent court is the court having jurisdiction over the registered office of Solvachem Sp. z o.o.

6) The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded unless otherwise stated.

7) The impossibility of fulfilling one or more of the conditions or provisions of the contract does not affect the validity of the remaining conditions or provisions. The parties will replace an invalid or unenforceable condition with one that aligns as closely as possible with the original intent.

8) Neither party may assign rights and/or obligations arising from these terms in part or in whole to a third party without the prior written consent of the other party.