General Terms and Conditions of Sale

1.  These General Terms and Conditions of Sale (hereinafter referred to as GTS) determine the principles of the conclusion of contracts for the sale of goods and services the producer and seller of which is Limatherm S.A., hereinafter referred to as the Seller, with its seat in Limanowa at Tarnowska 1 Street, 34-600 Limanowa.
2. The GTS constitute an integral part of all sale contracts concluded by Limatherm, including contracts concluded in the form of a written or e-mail order, offered to the Buyer.
3. The GTS are available to the Buyer before concluding the contract in writing at the registered office of Limatherm S.A. or at the website www.limatherm.pl 
4. The provisions in these GTS are subject to individual agreements with the Buyer and may only be changed in writing under pain of nullity.

1. The condition to conclude a sales agreement is placing an order by the Buyer and confirming the order by Limatherm S.A.u  The condition to conclude a sales agreement is placing an order by the Buyer and confirming the order by Limatherm S.A.
2. There are net prices (exclusive of VAT) given in order confirmations.
3. Placing an order shall be based on the Seller's offer stating the exact price of the product ordered and the delivery terms.
4. The contract shall be executed onEXW Limanowa terms according to Incoterms 2010, unless otherwise stated in the order confirmation.
5. A confirmed order may be cancelled or modified only with the prior written consent of Limatherm S.A. All costs associated to this shall be borne by the Buyer.
6. The offer validity period is determined individually, but it cannot be longer than 3 months from the date of its submission to the Buyer, the expiration date needs to be extended or a new offer needs to be submitted by the Seller after this period.
7. Limatherm S.A. reserves the right to change the prices offered due to the increase in production costs resulting in particular from rising prices of materials, energy, fuels, transport or labor costs, as well as from a significant changes in foreign exchange rates or from the increase in public-law liabilities.
8.  Payment terms are set up for each Buyer individually. In the event a delay in payment exceeds 30 days, Limatherm reserves the right to suspend deliveries immediately and refuse any further orders until the payment has been received. All costs associated to suspending deliveries shall be borne by the Buyer.

                                                                                                                                                                       §3 Order execution policy 

1. Product prices include the packaging defined in the offer. If the Buyer requests a non-standard packaging, it shall be required to bear the resulting costs.
2. In the event of delivery of non-standard products manufactured at the Buyer’s request and in accordance with its requirements, the approval or rejection of non-conforming samples should take place within two months of their receipt. If the Buyer does not accept or does not reject non-complying samples after this period, Limatherm S.A. reserves the right to charge the Buyer with the costs of the tools purchased for this project, even if a different settlement method has been previously determined, e.g. after the approval of samples.
3. If the subject of the offer is to provide non-standard products manufactured according to the Buyer’s requirements, and Limatherm S.A. provides technical consulting services, in particular in the area of: 
   1. the optimization of the production process in terms of costs andfeasibility,
   2. consultations, analysis of solutions and proposals for changes in cooperation with the Buyer,
   3. the use of experience from the current production of similar parts in order to eliminate potential errors,

the Seller is entitled to impose a penalty for the performance of the above-mentioned activities on the Buyer, the amount of which shall be specified in a separate contract, if the Buyer chooses not to sign a contract with Limatherm S.A. for the sale of products covered by the technical consulting service.

4.In the event of an unreasonable delay in collection of the goods by the Buyer, or in the event the Buyer refuses to accept the goods sent by Limatherm, the Seller reserves the right to charge the Buyer with transport and storage costs.

5.Limatherm is entitled to charge the Buyer with the costs of manufactured parts (safety stock) at the level of 2000-3000 pieces of each variant in the event of the termination of cooperation by the Buyer or reduction of orders to a disproportionately low level in relation to the average demand. If the Buyer informs Limatherm of the termination of cooperation with a notice period of at least 6 months, the quantities referred to above shall be included in the orders to be executed during the notice period.

                                                                                                                                                                                    §4 Warranty

1. The Buyer is granted a warranty on the purchased goods. The Seller shall remedy physical defects in the product under the warranty. The warranty period is 24 (twenty-four) months from the date of invoice.
2. In the event of a complaint, the Buyer is obliged to provide the Seller with:
   1. the number of the sales document which the complaint relates to,
   2. a photo with a detailed defect description or, if necessary, the goods claimed to be defective.

3. The defects and damages revealed during the warranty period shall be removed by the manufacturer free of charge, either by a repair or by a replacement that is free from defects.

4.No warranty is provided for:

     a. mechanical damage caused by improper use, 

     b. mechanical damage caused during transport and storage operations, 

     c. damage caused by improper installation,

     d. the loss of properties of paint, gaskets, screws, washers, chains or window glasses due to normal wear and tear.

 5. Lodging a complaint shall not release the Buyer from its obligation to pay for the goods within the agreed time.

                                                                                                                                                                              §5Force Majeure

1.  Each party is entitled to suspend the performance of its obligations under the order or accepted offer in the event the performacne is significantly impeded or impossible due to Force Majeure, in particular the following circumstances: fire, flood, hurricane, prolonged shortage of energy supplies, epidemic, riots, strikes, military mobilization, war. The party that claims being in a Force Majeure situation shall notify the other party in writing without undue delay when the circumstance starts and when it ends.