General Terms and Conditions of Sale (GTCS)

 GENERAL TERMS AND CONDITIONS OF SALE (GTCS)

Dated: December 2025

§1

Preliminary Provisions

1. These General Terms and Conditions of Sale (hereinafter “GTCS”) apply to all transactions involving the provision of services related to the production, sale, and delivery of steel structures and other components used across various industrial sectors (hereinafter the “Goods”) by Łambinowicka Fabryka Maszyn “CELPA” Spółka Akcyjna, with its registered office in Łambinowice, Poland (hereinafter “CELPA”) to any entity purchasing the Goods (hereinafter the “Buyer” or the “Client”). CELPA and the Buyer shall collectively be referred to as the “Parties.”

2. These GTCS constitute an integral part of every Offer and Order Confirmation issued by CELPA.

3. Any general terms and conditions of purchase or trade used by the Buyer shall not be binding upon CELPA, even if not expressly rejected, unless they are fully compatible with these GTCS.

4. Any deviations from these GTCS must be made in writing, otherwise they shall be null and void. Electronic correspondence is permitted for this purpose.

§2

Conclusion of the Contract

1. The contract is concluded when the Buyer submits a written Order (electronic correspondence is allowed) and it is accepted by CELPA. The Order is deemed accepted when CELPA sends an Order Confirmation to the Buyer via electronic correspondence.

§3

Technical Documentation

1. The Goods shall be produced based on technical documentation provided by the Buyer or—if agreed in writing by the Parties—based on documentation prepared by CELPA.

2. Where the Goods are based on documentation supplied by the Buyer, the Buyer bears full responsibility for its completeness and accuracy, including its technological adequacy.

3. If, during execution, it becomes apparent that the Buyer’s documentation is incomplete or incorrect, CELPA shall notify the Buyer, who shall promptly correct it. The delivery timeline shall be extended by the period required for such correction.

4. If CELPA is commissioned to prepare technical documentation, it shall be reviewed and approved by the Buyer, who is responsible for verifying its completeness and accuracy.

5. If the Buyer requests changes to the documentation during Order execution, the Buyer must provide updated documentation as per points 2 and 3 or commission CELPA to prepare it as per point 4. The Buyer shall cover all additional costs incurred by CELPA due to such changes, including costs for labor and materials already used or prepared but rendered unusable as a result.

§4

Materials

1. Unless otherwise agreed by the Parties, CELPA shall supply the materials necessary for fulfilling the Order, and their cost is included in the sale price.

2. If materials are provided by the Buyer, the Buyer assumes full responsibility for their quality.

§5

Order Fulfillment

1. The delivery timeline shall be indicated in the Order Confirmation.

2. If the Buyer supplies documentation and/or materials, the delivery timeline shall commence upon receipt of complete documentation and all required materials.

3. In the event of delays beyond CELPA’s control, the timeline shall be extended by the duration of the obstacle. CELPA shall promptly notify the Buyer of the cause and the revised expected delivery date.

4. CELPA is entitled to suspend fulfillment of its contractual obligations if affected or significantly hindered by Force Majeure, including but not limited to: labor disputes, fire, war, mobilization, strikes, unlawful seizure of goods, embargoes, energy shortages, currency or export restrictions, epidemics, natural disasters, extreme weather, terrorist acts, or delays/failures of subcontractors due to similar causes.

§6

Prices and Payments

1. The price of the Goods shall be based on CELPA’s binding Offer, expressed in PLN or EUR per unit (e.g., kg/set/piece). If negotiated, the price shall be deemed accepted by CELPA only if confirmed in accordance with §2 sec. 1.

2. Prices for additional services shall be agreed separately unless included in CELPA’s Offer or Order Confirmation.

3. All prices quoted by CELPA are net prices. VAT shall be added in accordance with applicable law.

4. Unless otherwise agreed in writing, payment shall be made within 30 calendar days from the invoice date, without deductions, in the currency specified in the Order. Payment is considered made upon crediting CELPA’s bank account.

5. Submitting a complaint does not release the Buyer from timely payment.

6. In case of late payment, CELPA is entitled to statutory interest.

7. If an advance payment is agreed and the Buyer delays such payment, CELPA may suspend Order execution or delivery after notifying the Buyer.

8. If the Buyer delays payment for delivered Goods, CELPA may suspend the execution of any additional Orders.

9. The Goods remain the property of CELPA until full payment is received, to the maximum extent permitted by applicable law.

10. Failure to collect the Goods within 30 calendar days from CELPA’s notification of readiness for shipment shall result in a storage fee of at least 800 EUR (or the equivalent in PLN, based on the exchange rate on the day preceding invoice issuance) for each commenced month.

11. All bank fees related to the execution of payments shall be borne by the Buyer.

12. All customs duties and import clearance fees shall be borne by the Buyer.

13. CELPA reserves the right to adjust prices in the event of increases in material/raw-material costs or other significant circumstances affecting production costs.

14. CELPA reserves the right to assign its receivables to third parties.

§7

Complaints and Claims Handling

1. The Buyer shall inspect the delivered Goods upon receipt. Where delivery takes place outside CELPA’s premises, inspection shall occur immediately upon arrival at the delivery location. Any comments regarding weight or completeness must be submitted in writing (including electronic form) within 10 days from delivery.

2. Failure to submit comments in accordance with section 1 shall be deemed acceptance of the correct weight and completeness.

3. Complaints regarding the performance or quality of the Goods must be submitted in writing (electronic form permitted) with a detailed description of the defects.

4. CELPA’s liability covers only defects identified within 24 months from the date of delivery.

5. In the case of justified complaints—provided that the defects are not due to the Buyer’s documentation, carrier faults (outside CELPA’s responsibility), or assembly by third parties—CELPA shall correct the defects at its own cost or agree with the Buyer on an alternative solution. The cost of correction shall not exceed 10% of the Order value. The timeline for corrections shall be mutually agreed.

6. CELPA shall not be liable for defects that:

          a. Result from materials or designs provided or specified by the Buyer
          b. Arise after the transfer of risk to the Buyer (e.g., intentional damage, negligence, improper handling, incorrect
              installation/storage, faulty repair by the Buyer, or unauthorized modifications),
          c. Result from normal wear and tear.

Disputes and Governing Law

1. These Terms shall be governed by and interpreted in accordance with the laws of Poland.

2. Any disputes arising from or related to the Subject of the Order that cannot be resolved amicably shall be settled by the court with jurisdiction over CELPA’s registered office.