General Terms and Conditions of Cooperation (GTC)

1. General Provisions

The General Terms and Conditions of Cooperation (hereinafter referred to as: GTC) define the general terms of contracts, regardless of their subject and legal nature, concluded by SACHER sp. z o.o. with its registered

office in Bolesławiec, at 6 Ekonomiczna Street, NIP: 6121871116, KRS: 0000850080 (hereinafter referred to as: the Contractor), as part of its business activity.

• The GTC apply to all contracts concluded by the Contractor with individuals, legal entities, and organizational units that are not legal entities (hereinafter referred to as: the Ordering Party), unless the parties have agreed otherwise in writing under the penalty of nullity. The GTC apply to contracts regarding the provision of services by the Contractor from its offer.
• In addition to the GTC, the final shape of the legal relationship established by the Contractor with the other party to the contract is also influenced by: specific terms and conditions for the provision of services accepted by both parties and recorded in writing, the technical and commercial specification for the performance of a specific service, the offer, the order, and the Contractor's statement of acceptance of the order for execution (“Contract”).

2. Conclusion of the Contract and Execution of the Order

• Any informational materials regarding the Contractor's activities and the services provided by them do not constitute an offer but are an invitation to conclude a contract.
• Placing an order by the Ordering Party is equivalent to submitting an offer to conclude a contract.
• The order should include all necessary information for the proper execution of the order, a detailed technical specification for the service, the type of material, and the requirements for the service.
• Acceptance of the order by the Contractor, subject to changes or additions that do not significantly alter the content of the order, results in the conclusion of a contract with the content specified in the order, taking into account the reservations included in the response to the order.
• The contract is concluded when the Ordering Party receives a statement confirming the acceptance of the order by the Contractor, along with the confirmed service execution date and remuneration. The Contractor shall provide the aforementioned statement no later than 14 business days from the moment the order is placed by the Ordering Party. If the offer submitted by the Ordering Party is not accepted within 7 business days, the offer ceases to be binding.
• Confirmation of the order acceptance occurs by sending an email to the address provided by the Ordering Party when placing the order.
• The Contractor is obligated to execute the order in accordance with the contract and with the care expected of a professional.
• In the case where materials are provided by the Ordering Party, the Contractor has the right to use a portion of the material to set up the technological process.

3. Remuneration

• The remuneration for the services provided is determined by the Contractor based on the content of the order.
• In the event of any change in the scope or method of execution of the services specified in the order before the commencement of the contract execution, the remuneration due to the Contractor will be determined anew. If the Ordering Party does not accept the changed amount of remuneration within 7 days from the date of receiving the information about the amount, the contract shall be considered as not concluded. In this case, the Ordering Party is obligated to reimburse the Contractor for all costs incurred by the Contractor in connection with preparations made for the execution of the contract.
• If additional services are required, the Contractor will notify the Ordering Party of the necessity, along with the cost information for their execution. The lack of response from the Ordering Party within 7 days shall be deemed as consent to the execution of the additional services.
• The Contractor will issue a VAT invoice for the remuneration due according to the terms specified in the contract, plus the applicable VAT, after the completion of the order.
• The Ordering Party agrees to receive invoices and other documents electronically to the email address provided in the contract.
• The payment term for the invoice is – according to the accepted order – 14, 30, or 60 days from the date of receipt of the invoice by the Ordering Party, to the bank account indicated on the invoice. The date of payment is considered the day the remuneration is received into the Contractor's bank account.
• In the case of a payment delay, the Contractor is entitled to charge statutory interest for the delay, and if the delay exceeds two months, the maximum interest for the entire delay period.
• In the case of an advance payment or deposit, the Contractor has the right to suspend the execution of the order until the payment is received.

4. Service Execution Deadline

• The service execution deadline is determined in the Agreement between the parties, taking into account the specifics and nature of the order.
• The service execution deadline begins from the earliest of the following events:
  1. The conclusion of the contract, or
  2. The determination of all essential details regarding the execution of the service, or
  3. The delivery of correct materials by the Ordering Party, if the order is to be executed using materials provided by the Ordering Party, or
  4. wpłaty wynagrodzenia umownego, o ile jest zastrzeżona przedpłata, w zależności, które z tych zdarzeń nastąpiło najpóźniej.
• The execution deadline does not run during periods when the service cannot be performed due to reasons not attributable to the Contractor, including, in particular:
  1. Force majeure,
  2. Unavailability of materials,
  3. Strike,
  4. Temporary restrictions affecting the execution of the order imposed by government authorities,
  5. Failures or interruptions in the supply of utilities necessary for the execution of the order.
• If the circumstances referred to in point 4.3 persist for more than 30 days, either party may withdraw from the contract within 14 days after the expiration of the above-mentioned period. In such a case, the Ordering Party is obliged to pay the Contractor for the services already rendered.
• The execution deadline for the order is the date on which the order is sent to the Ordering Party.

5. Delivery

• The Ordering Party may instruct the Contractor to deliver the order to the address specified in the order, in which case the delivery will be at the cost and risk of the Ordering Party. The delivery may be carried out by the Contractor or entrusted to a courier, using an uninsured shipment. The order may be picked up by the Ordering Party at the Contractor's premises.
• The Ordering Party is responsible for checking the delivery against the shipping specification. In case of any discrepancies, the Ordering Party is obliged to immediately notify the Contractor, but no later than by the end of the day the order was received, under the penalty of losing any claims related to this matter.
• If the Ordering Party receives an order that does not comply with the attached shipping specification or the order confirmed by the Contractor, the Ordering Party is obliged to inform the Contractor of this fact.
• The Ordering Party is obliged to accept the order.
• Failure to report defects in the order within 2 days of receipt is considered as acceptance of the order without any reservations regarding its quality, resulting in the loss of claims related to this issue.
• If the order is not collected, further attempts to deliver the order will be at the cost of the Ordering Party.
• In the event of a delay by the Ordering Party in collecting the order for more than 21 days or returning the courier shipment, the Ordering Party will pay the Contractor a contractual penalty of 0.25% of the net order value for each day of delay.
• The contractual penalty referred to in point 5.7. does not exclude or limit the Contractor's right to claim compensation from the Ordering Party exceeding the agreed-upon contractual penalties, in accordance with general principles.

6. Complaints, Contractor's Liability

• A complaint may be submitted in writing or via email and should include a detailed description of the defect and the Ordering Party’s request.
• If the complaint is accepted, the Contractor will choose whether the order will be repaired or redone.
• If it is not possible to repair the materials provided by the Ordering Party, the Contractor will refund the documented cost of these materials, but the refund will not exceed twice the remuneration the Contractor was to receive for processing those materials.
• In the case of an accepted complaint, all transport costs associated with the complaint will be covered by the Contractor. The Contractor does not cover other costs, including disassembly or reassembly. If the complaint is not accepted, the transport costs related to the complaint will be borne by the Ordering Party.
• The Contractor executes the order according to the specifications provided by the Ordering Party, but is not responsible for the proper determination of the technical conditions of the order or for the suitability of the order for its intended purpose.
• The Contractor is not liable for damages caused by circumstances for which it is not responsible, particularly in cases such as:
  1. The material provided by the Ordering Party did not meet the technical specifications or was unsuitable for executing the order according to the technical specifications,
  2. The Ordering Party did not inform the Contractor about any prior processing of the delivered materials that could affect the proper execution of the order,
  3. The suitability of the order for the purpose it was intended to serve according to the Ordering Party.
• The Contractor’s total liability for damages is limited to circumstances that were intentional and to an amount not exceeding twice the net value of the given order. The Contractor is not liable for indirect damages or lost profits.

7. Obligation to Maintain Confidentiality

• The Ordering Party agrees to keep confidential all confidential information that it has come into possession of in connection with the contract between the parties, particularly technical documentation, technical solutions, and information regarding the technological processes used by the Contractor.
• In the case of a breach of the confidentiality rules described above, the Ordering Party will pay the Contractor a contractual penalty of PLN 15,000.00 for each instance of violation. The Contractor may claim compensation exceeding the amount of the stipulated contractual penalty in accordance with general principles.

8. Final Provisions

• The Ordering Party may not offset any claims due to the Contractor against any other claims the Ordering Party may have, unless the Contractor has given written consent to the offset.
• The Ordering Party may not transfer any rights or obligations under the contract to third parties without the written consent of the Contractor.
• Any disputes arising from the execution of the contract will be resolved by the court competent for the Contractor's registered office.