Terms of sale

Euroglas GmbH and Euroglas AG

Dammühlenweg 60 Euroglasstr. 101

39340 Haldensleben 39171 Osterweddingen

English translation of the Terms of sale of Euroglas GmbH and Euroglas AG.

1 Scope of Application

(1) The business relationship between the Purchaser and us as the Seller shall be governed exclusively by the following Terms of Sale (TOS) as last amended at the time when the order is placed. Terms and conditions of the Purchaser shall apply only where we have expressly consented to their application.
(2) These TOS shall also be incorporated in any future contracts entered into between the Purchaser and us even where no explicit reference to their application is made in any further business transactions.

2 Conclusion of Contract

(1) Orders shall not be deemed to have been accepted until expressly confirmed by us. This applies also to supplements, amendments, cancellations and other agreements.
(2) We assume that the Purchaser has knowledge of the physical behaviour and properties of glass, particularly in transformed condition, and that such knowledge is up to date with the state-of-the-art technology. If the Purchaser should not have such knowledge, the Purchaser shall be under the
obligation to obtain from us in advance any relevant information.
(3) We shall accept only such orders for which complete specifications have been provided to us, including a binding indication of the country of final destination, i.e. specifications stating all details as to the type of glass, quality, thickness, quantity and dimensions.
(4) All processing of our glass as well as assessment of quality and defects shall be in accordance with relevant DIN provisions, general and manufacturer’s guidelines current at the time of the submission of the quote and/or, if no quote has been submitted, current at the time of the conclusion of the contract. In the event of conflicting provisions, our own guidelines shall take precedence over
general guidelines and standards. Where such standards, provisions and guidelines are not known and/or not available to the Purchaser, we shall provide these to the Purchaser at any time upon the Purchaser‘s request.
(5) None of our employees, except chief executive officers and authorised signatories (Prokuristen), has the authority to enter into any oral agreements deviating from these TOS. That applies in particular to any assumption of guarantees.
(6) Unless otherwise provided for, customary trade terms shall be construed in accordance with Incoterms 2000, including amendments current at the time of the conclusion of the contract.

3 Prices, Terms of Payment

(1) Unless otherwise stated in the order confirmation, prices charged shall be our current list prices in effect at the date of the conclusion of the contract; prices are quoted “ex works“ and exclusive of packaging which is charged separately. Our prices are quoted exclusive of statutory VAT which is
stated separately in the invoice at the rate current at the invoice date.
(2) Unless otherwise stated in the order confirmation, the purchase price shall be due net (without deductions) and be payable immediately. Payment of the purchase price shall be made in the currency in which it is invoiced. The statutory provisions shall be applied in respect of the consequences of any default of payment.
(3) The Purchaser shall be entitled to set off against our claims only if the counterclaim of the Purchaser has been finally adjudicated upon or accepted by us or is undisputed. Furthermore, the Purchaser shall be entitled to exercise any right of retention only if and to the extent that such right is based on a counterclaim of the Purchaser which arises from the same contractual relationship.

4 Delivery Periods

(1) Delivery periods indicated by us shall not start to run before all technical matters have been clarified.
(2) Performance of our obligation of delivery shall furthermore be subject to the condition of due and timely fulfilment of the Purchaser’s obligations. We reserve the right to raise the defence of non-
performance of the contract.
(3) We shall be excused from performing our delivery obligation in the event of labour disputes and any instances of force majeure as well as any other circumstances beyond our control affecting our ability to supply, whether occurring on the part of the supplier, sub-suppliers or in the field of transport,
including also any cases of unforeseeable operating breakdown or trouble, unforeseeable technical problems, disruptions to the supply of energy and raw materials or transport, measures or decisions by public authorities or war; we shall remain excused from performance for as long as the effects of any
of the foregoing circumstances continue, plus an appropriate time required for the recommencement of the supply. Where the impediment persists for more than 3 months, the customer shall be entitled, after setting an appropriate additional period for performance, to withdraw from the contract in respect
of that part which has not yet been fulfilled.

5 Shipment, Passing of Risk

(1) Unless otherwise agreed, delivery shall be “ex works“. Goods shall be sent to another place of destination at the request and expense of the Purchaser (sale by delivery to a place other than the place of performance upon the Purchaser‘s request).
(2) The risk of accidental loss or deterioration of the goods shall pass to the Purchaser no later than upon delivery. In the case of sale by delivery to a place other than the place of performance upon the Purchaser‘s request, the risk of accidental loss or deterioration of the goods as well as the risk of delay shall pass to the Purchaser no later than upon hand-over to the carrier. That applies also to free of charge deliveries.
(3) Where we effect insurance against breakage and transport losses, we shall act as an agent only and shall not assume any responsibility on our part.

6 Liability for Defects

(1) Unless otherwise provided for in the following, the Purchaser‘s rights in respect of defects in quality or title shall be governed by statutory provisions. Special statutory provisions on final deliveries of products to a consumer shall in any case remain unaffected (recourse against supplier under §§ 478, 479 BGB/German Civil Code).
(2) Our liability for defects shall primarily be based on such specification of the goods as is agreed with the Purchaser. Such a specification of goods shall be considered to have been agreed where product descriptions which are referred to as such have been provided to the Purchaser prior to its purchase order or have been incorporated in the agreement in the same way as these TOS.
(3) In the absence of any agreed specification of the goods, the existence of defects therein shall be determined in accordance with statutory provisions (§ 434 para. 1, cl. 2, 3 BGB). Deviations of execution, dimensions, contents, thickness, weight and shades of colour which are customary in trade and/or related to manufacturing processes or materials shall not constitute defects, unless we have warranted a certain quality of the goods or fraudulently concealed defects (§ 444 BGB). This applies also, for instance, to interference phenomena, double glazing effects, anisotropisms, reflective distortions, multiple reflections, condensations on outer surfaces, clattering noises of bars due to environmental influences. Euroglas shall not be liable for float breakages resulting from Nickel Sulfide inclusions. Nickel Sulfide is a naturally occurring phenomenon in toughened glass and even Heat Soak testing does not guarantee its elimination. Where tolerances apply, these shall be in accordance
with DIN standards and our own factory standards. As far as other matters have not been agreed, the guideline for the evaluation of the visual glass quality for the building industry is been used (Hadamar guideline).

(4) The Purchaser’s warranty claims shall be subject to the proviso that the Purchaser has complied with its statutory obligations of immediate examination and notification of defects (§§ 377, 381 HGB/German Commercial Code). If goods are found to be defective during such examination or afterwards, we must immediately be notified in writing. The notification shall be deemed immediate if made within one week; dispatch in due time shall suffice to meet the deadline. Irrespective of such obligation of immediate examination and notification, the Purchaser shall notify in writing all apparent defects (including moisture phenomena, wrong deliveries and short deliveries) within three days of receipt of delivery; dispatch in due time shall suffice to meet the deadline. In case of failure by the Purchaser to immediately examine goods and/or notify defects as required, our liability for any non-notified defects is excluded.
(5) If a delivered item is defective, we shall be entitled to render subsequent performance at our option by means of rectification of defects or delivery of a new item which is free of defects. Any right to refuse the chosen kind of subsequent performance which may be available according to statutory provisions shall remain unaffected.
(6) If subsequent performance has failed, if a reasonable period for subsequent performance set by the Purchaser has expired to no avail, or if such period was not required to be set according to statutory provisions, the Purchaser maywithdraw from the contract or reduce the purchase price. The right to withdraw from the contract shall, however, be excluded in the case of minor defects.
(7) The Purchaser’s claims for damages and/or for reimbursement of wasted expenditure shall be subject to the limitations according to section 7; unless as admitted thereunder, such claims shall be excluded.

7 Other Claims, Liability

(1) Unless otherwise provided for in these TOS, including the following provisions, our liability for anybreach of contractual and non-contractual duties shall be governed by the applicable statutory provisions.
(2) We shall be liable for damages – on whatever legal grounds – in case of intentional conduct and gross negligence. In case of simple negligence, we shall only be liable for i) damage from injury to life,body or health, ii) for damage caused by breach of an essential contractual obligation (the fulfilment of
which is fundamental to the proper execution of the contract and may regularly and justifiably be reliedupon by the other party); in such case, our liability shall, however, be limited to foreseeable damage typical of the contract.
(3) The limitations of liability as set forth in the foregoing paragraph shall not apply in case of fraudulent concealment of defects by us or where a warranty has been given by us as to the quality ofthe goods. The same shall apply to claims of the Purchaser under the Product Liability Act(Produkthaftungsgesetz).
(4) In case of any breach of duty other than in relation to defects, the Purchaser shall only be entitledto withdraw from the contract or to terminate the contract if the breach occurred through our fault. Any
rights of the customer to terminate the contract at any time and for any reason (including without limitation as provided in §§ 651, 649 BGB) are excluded. Unless otherwise stated, the statutory requirements and legal consequences apply as provided by law.

8 Retention of Title

(1) The goods supplied (goods subject to retention of title) shall remain our property until all claims against the Purchaser to which we are entitled now or in future, including in particular any balance claims from current accounts, have been satisfied. If the Purchaser acts contrary to the contract, including without limitation if the Purchaser is in default of a payment obligation, we shall be entitled to claim restitution of any goods subject to retention of title after having set an appropriate period for performance.
(2) The Purchaser shall be permitted to use and resell any goods subject to retention of title in the ordinary course of business for as long as the Purchaser is not in default of payment. The Purchaser shall, however, not give in pledge or assign as collateral security any goods subject to retention of title.
The Purchaser assigns to us now as collateral security any claims for payment in their full amount against its customers from the resale of the goods subject to retention of title as well as any claims in their full amount against its customers or third parties which relate to the goods subject to retention of
title and are based on other legal grounds (including without limitation claims in tort and for insurance benefits), such claims shall include in particular any balance claims from current accounts. We accept such assignment.
The Purchaser shall remain authorised to collect on our behalf any outstanding debts assigned to us in its own name and for its own account for as long as we do not revoke such authorisation. Our right to collect such debts ourselves shall remain unaffected; we shall, however, refrain from asserting any of those debts ourselves and shall not revoke the Purchaser’s authorisation to collect for as long as the Purchaser continues to duly fulfil its payment obligations.
If, however, the Purchaser acts contrary to the contract, including without limitation if the Purchaser is in default of a payment obligation, we may require the Purchaser to notify us of the assigned claims and their debtors, to notify all such third-party debtors of the assignment of those claims and to provide to us any documents and information which we require for purposes of collection of those claims.

(3) Any processing or alteration of goods subject to retention of title effected by the Purchaser shall always be deemed to be made on our behalf. Where goods subject to retention of title are further processed in a manner involving other goods not owned by us, we shall become a joint owner of any such newly manufactured product in such proportion as corresponds to the value of the goods subject to retention of title (final amount invoiced including VAT) in relation to that of any other goods involved as at the time of their processing. Unless otherwise provided for, the product which is newly manufactured through such processing shall be subject to the same provisions as any goods subject to retention of title. Where goods subject to retention of title are inseparably combined or mixed with other goods not owned by us, we shall become a joint owner of the newly manufactured product in such proportion as corresponds to the value of the goods subject to retention of title (final amount invoiced including VAT) in relation to that of any other goods involved as at the time of their combination or mixing. Where goods subject to retention of title are combined or mixed with another object in such manner that the other object owned by the Purchaser is to be regarded as the main object, it is now agreed between the Purchaser and us that the Purchaser transfers to us proportionate co-ownership in any such object. We accept such transfer. Any so created rights of ownership or co-ownership in any object shall be held in trust for us by the Purchaser. (4) In case of any seizure by third parties of goods subject to retention of title or of any other encroachment by third parties, the Purchaser shall immediately provide an indication of our ownership and shall notify us in writing and without undue delay in order to enable us to enforce our ownership rights. If the third party is unable to reimburse any costs incurred by us in this context, whether judicial or extra-judicial, the Purchaser shall be liable for such reimbursement. (5) If the Purchaser so requests, we shall release securities created in our favour where their realisable value exceeds the value of our claims outstanding against the Purchaser by more than 10%. We shall, however, be free to determine the securities to be released at our own discretion.

9 Place of Jurisdiction, Applicable Law and Place of Performance

(1) If the customer is a merchant, the place of jurisdiction shall be our place of business in Haldensleben or. Osterweddingen / Germany; we may, however, also bring legal action in the courts of the Purchaser’s place of general jurisdiction.
(2) The applicable law shall be the laws of the Federal Republic of Germany; the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.
(3) The place of performance for any supplies shall be Haldensleben or. Osterweddingen / Germany. Unless otherwise agreed in writing, the place of performance for payments shall be Haldensleben or. Osterweddingen / Germany.

English translation of the General conditions of sale of Euroglas Polska.

Euroglas Polska Sp. z o.o.
as of 01.09.2010

1. DEFINITIONS

1.1 In the present General Conditions of Sale Euroglas Polska Sp. z o.o. (”Seller”), the following terms, whether used in the singular or plural, shall have the following meaning:
1.1.1 GCS – shall mean the Seller’s present General Conditions of Sale;
1.1.2 Contract for sale – shall mean a contract for sale, contract for delivery or any other contract concluded between the Seller and the Buyer on the basis of which or in execution of which the Buyer acquires the ownership of Products from the Seller;
1.1.3 Products – shall mean movables manufactured by the Seller or included in the product range offered by the Seller;
1.1.4 Buyer – shall mean an entrepreneur within the meaning of Art. 431 of the Act of 23 April 1964 The Civil Code;
1.1.5 Specimen Contracts of the Buyer – specimen contracts within the meaning of Article 384 §1 of the Civil Code, other than the present GCS or other than the remaining conditions applied by the Seller;
1.1.6 Written form – shall mean a written form within the meaning of Article 78 of the Civil Code unless reserved otherwise in the wording of GCS.

2. SCOPE OF APPLICATION

2.1 The present GCS shall be applied to all Contracts for Sale, including the actions connected with these contracts and to the actions preceding the conclusion of these contracts. The present GCS shall also be applied to preparing and placing orders and making offers by the Buyer, including the answers to the Seller’s offers.
2.2 Unless otherwise agreed, GCS shall be applied in each case in its effective version. The current version of GCS shall be delivered to the Buyer before entering into a contract. The current version of GCS shall be available in the electronic form on the website: www.euroglas.com
2.3 In the event that the Seller and the Buyer did not make other agreements with the observance of written form on pain of being null and void, the use of any Specimen Contracts of the Buyer shall be excluded. Specimen Contracts of the Buyer shall not also be used in the event that the Seller did not explicitly objected to their inclusion. The execution by the Seller of a Contract for Sale shall by no means mean the acceptance of Specimen Contracts of the Buyer. If not stipulated otherwise in the wording of a power of attorney granted to the Seller’s employee, the Seller’s employees are not authorized to include any of the Specimen Contracts of the Buyer to the Contract for Sale or to acknowledge it to be binding in relation to the Seller even if this inclusion or acknowledgment concerned only a part of such Specimen Contract of the Buyer.
2.4 In the event that the wording of provisions of a Contract for Sale is in contradiction with the wording of GCS, the provisions of the Contract for Sale shall prevail provided that they are made in writing.
2.5 The present CCS constitute an integral part of each offer, price list or a Contract for Sale.

3. OFFERS MADE BY THE SELLER

3.1 Catalogues, announcements, advertisements and price lists of Products published by the Seller or upon the Seller’s order as well as other information concerning Products do not constitute an offer within the meaning of Art. 66 of the Civil Code.
3.2 The Seller makes offer in written form, with the reservation that the obligation to observe the written form within the meaning of the present point is also fulfilled if the Seller makes an offer via facsimile or electronic mail.
3.3 The offers made by the Seller cease to be binding if the Buyer does not make a declaration of acceptance of the offer within [two weeks] from the date of submission of the Seller’s offer unless other time limits have been specified in the offer.
3.4 The offers made by the Seller can only be accepted by the Buyer without the reservation of changes or supplements. In the event that the Buyer communicates any changes or supplements to the wording of the offer made by the Seller, the Seller, within [two] weeks from the receipt of the modified offer may, with the observance of written form, make a declaration of acceptance of the modified wording of the offer. If the Seller does not make the declaration referred to in the preceding sentence, the proposed changes or supplements to the offer are deemed to be rejected.

4. ORDER

4.1 Within the meaning of the present point 4 of GCS, making the declaration by the Seller or the Buyer via facsimile or electronic mail shall be of validity equal to the written form.
4.2 Any orders and offers made by the Buyer, as well as any changes in their wording shall be deemed to be binding only if they have been made or confirmed in written form.
4.3 An order or an offer made by the Buyer should contain details as regards the Buyer’s requirements in relation to the Products, in particular the size and the quantity of Products, as well as time limits for the execution and the address for delivery if different from the Buyer’s address.
4.4 Orders and offers shall be made in the Polish and German language. In the event of orders or offers made using forms used by the Seller, the Buyer is obliged to include in the offer all the information required by the Seller. Along with an order or offer, the Buyer makes a written statement that he has got acquainted with and accepted the present GCS and he consents to resignation from the use of Specimen Contract of the Buyer. If, in an order or an offer, the Buyer included detailed requirements which the Products have to comply with, he is obligated to specify potential possible deviations from these requirements. An order or an offer made by the Buyer shall cease to be binding not earlier than after the lapse of two weeks from the day on which they were submitted to the Seller.
4.5 The Seller shall confirm to the Buyer that he has accepted an order or an offer with the observance of written form. In the confirmation of acceptance of an order or an offer the Seller shall specify time limits for deliveries of Products. The Seller may make a declaration of acceptance of an order or an offer to the Buyer within two weeks from the day of its delivery. Lack of the Seller’s declaration of acceptance of the Buyer’s offer or order shall mean that the Buyer’s offer or order has not been accepted.
4.6 In the event that it is impossible to accept the Buyer’s order or offer, in particular due to a lack of possibility to comply with the Buyer’s requirements in relation to the Products, the Seller shall notify the Buyer within five working days of the lack of possibility to accept the order of offer. The Seller may simultaneously offer the Buyer different conditions of execution of an order or offer.

5. CONCLUSION OF THE CONTRACT

5.1 A Contract for Sale shall be concluded with the observance of written form. Sending declarations by the Parties in the form stipulated in section 4.1 of GCS shall be of equal validity.
5.2 A Contract for Sale shall be deemed to be concluded at the moment of making by the Seller of a declaration of acceptance of an order or an offer made by the Buyer, and, in the event of an offer made by the Seller, at the moment of delivery to the Seller of a declaration of acceptance of the Seller’s offer without changes or reservations.

6. PRICE

6.1 The prices of Products provided in price lists are exclusive of goods and services tax (VAT) as well as of the amounts of other taxes and customs duties. Unless stipulated otherwise, the prices of Products specified in a Contract for Sale are the prices calculated following the EXW formula (according to INCOTERMS 2000) and do not contain in particular the costs of loading, carriage, shipment, packaging and insurance as well as unloading the Products. These costs shall be borne by the Buyer.
6.2 Unless stipulated otherwise, a total price of a Product is calculated by multiplying the surface area of one item of the Product, expressed in m² with the accuracy to two decimal places by the price of 1 m2 specified for that Product.
6.3 Unless stipulated otherwise in a Contract for Sale, the assumed prices are those calculated pursuant to section. 6.1 of GCS effective on the day on which Products are made available to the Buyer at the Seller’s registered office (EXW or FCA) or on the day of loading the Products on the means of transport on the Seller’s premises with the destination for shipment to the Buyer (loco the Buyer’s registered office).
6.4 The Seller reserves himself the right to increase the prices of Products covered by the Contract for Sale in relation to that part of Products which has not been delivered to the Buyer yet, provided that they are to be delivered after the lapse of 2 weeks from the date of conclusion of the Contract for Sale.

7. PRODUCTS AND THEIR QUALITY

7.1 The Seller sells Products only in full, indivisible packages.
7.2 The Seller delivers Products only as full vehicle loads of a maximum weight of 23 tons (EXW).
7.3 The Seller reserves himself the possibility to deliver in batches.
7.4 The Products covered by the Contract of Sale shall be manufactured in accordance with effective requirements of Polish Standards (or in accordance with European Communities Standards in such scope in which they replace Polish Standards) or in accordance with internal standards of the Seller, which fulfill minimum requirements specified in absolutely binding provisions of law and relevant standards.
7.5 Upon the Buyer’s request, the Seller shall produce a shortened or a full text of the plant standard of the Seller and a relevant technical approval.

8. DELIVERY CONDITIONS

8.1 The Products will be delivered following the conditions specified in the Contract for Sale and following the conditions of INCOTERMS 2000.
8.2 The Seller may change the date of delivery of Products to the Buyer if:
8.2.1 the Buyer fails to provide the Seller, within the required time limits, with the information necessary for the execution of the Contract for Sale;
8.2.2 in the event of the circumstances for which the Seller is not responsible, in particular in the event of force majeure, including, among others, material disturbances in pursuing business activity, boycott, delayed deliveries or deliveries non-compliant with the requirements for raw materials or semi-finished elements,
8.2.3 in the event of the Buyer’s or a third person’s default in the performance of works which have to be performed in connection with the execution of the Contract for Sale, in particular in the event of the Buyer’s failure to meet time limits and terms of payment.
8.3 The Buyer may, not later than 24 hours before the agreed date of shipment of Products, ask the Seller to change the kind and quantity of Products covered by the Contract for Sale. The Seller shall promptly inform the Buyer about the possibility to make changes and about planned time limits for shipping the Products covered by the change. If the change turns out to be impossible, the Seller shall deliver to the Buyer the Products as stipulated in the wording of the Contract for Sale.
8.4 If, for the transport of Products to the Buyer, it is necessary to obtain permits and consents required by law, the obligation to obtain these permits and consents, irrespective of the conditions on which the Products are delivered, shall be the responsibility of the Buyer.
8.5 Upon the formulas DDU and DAF, at the delivery receipt of the Products on the Seller’s racks, the racks on which the Products have been delivered shall be temporarily stored in the place of delivery of the Products or on the Buyer’s premises. The obligation to collect the racks shall be with the Seller with the reservation that the Buyer is obligated to load the racks on the Seller’s truck.
8.6 The confirmation of receipt of the Products by the Buyer is also the confirmation of receipt of the racks.
8.7 In the event that the Seller calls the Buyer to confirm the stock level of the Seller’s racks being held by the Buyer, indicating their quantity and numbers, and the Buyer does not answer within 7 days from the receipt of the above call, the Parties agree that this lack of answer means the confirmation that he is holding the racks specified by the Seller in the call.
8.8 In the event of the Buyer’s default in returning the racks within the prescribed time limits, or if the Buyer makes it impossible or difficult to collect the racks, the Buyer shall pay to the Seller a contractual penalty of PLN 20 for each day of delay in returning every single rack. Besides, irrespective of the contractual penalty, the Seller is entitled to claim damages exceeding the value of the contractual penalty for the failure to return the racks. In the event of destroying or damaging a rack, the Buyer shall pay to the Seller a contractual penalty in the amount equivalent to the value of each destroyed or damaged rack, that is, EUR 700. Besides, irrespective of the contractual penalty, the Seller is entitled to claim damages exceeding the value of the contractual penalty for destroying or damaging the rack.

9. PAYMENT OF THE AMOUNTS DUE

9.1 The Seller shall issue a VAT invoice to the Buyer following relevant laws. On each invoice the Seller shall specify the time limits and the manner of payment of the price for the Products delivered.
9.2 The invoices shall be issued in the currency specified in the Contract for Sale. The amount of the VAT tax at a relevant rate shall be added to the price.
9.3 In the event of the Buyer’s delay in the payment of the amounts due, the Seller is entitled to the interests for delay at the rate stipulated in relevant laws. Besides, the Seller may suspend deliveries of following batches of Products until outstanding payments are settled, calling the Buyer to pay the amounts due within seven days from the date of delivery to the Buyer of a relevant reminder, and, in the event of the Buyer’s default in payment within these specified time limits, the Seller is entitled to cancel the Contract. Irrespective of the above entitlements the Seller may – at his discretion – shorten the time limits for payment of the amounts due specified on following invoices to 7 days from their delivery to the Buyer or request the Buyer to make an advance payment in the amount up to 150% of the value of Products covered by the Contract for Sale before transferring another batch of Products to production.
9.4 The delays in payment may result in the extension of time limits for the delivery of the following batches of Products in relation to the specified schedule of deliveries. However, the Seller shall not be held accountable for negative effects of such extension of time limits for Products deliveries.
9.5 After the Buyer settles the amount of an outstanding amount due, the Seller shall continue deliveries of ordered Products upon the conditions which the Seller specifies unilaterally. A change of time limits for Products deliveries, in the manner stipulated hereinabove, shall not constitute a change within the meaning of section 16.1 of the present GCS, the Buyer’s consent is not required for it to be valid and such change becomes effective at the moment of notifying the Buyer of it.
9.6 The date of payment shall be the date on which the amount due is credited to the Seller’s bank account.
9.7 In the event of deliveries executed for advance payment, an order is transferred by the Seller to production after the Seller has made the payment in the amount agreed by the Parties.
9.8 The Buyer hereby authorizes the Seller to make deductions, including contractual ones, of any receivables due to the Seller together with all, also undue receivables to which the Buyer is entitled from the Seller.

10. RESERVATION OF OWNERSHIP TITLE

10.1 The delivered Products remain the property of the Seller until the full amount for them has been paid.
10.2 The Buyer is entitled to further disposal of the Products within the his ordinary course of business. In such event, for the purposes of full security of all receivables due to the Seller from the Buyer, if the Buyer fails to fulfill his payment obligations towards the Seller, the Buyer is obligated to assign to the Seller his the receivables in relation to the buyer of Products from the Buyer. The Buyer shall bear all costs connected with that assignment.
10.3 In the event of processing, combining or mixing the Products covered with the reservation of ownership title with other things, relevant provisions of the Civil Code shall apply. If a Product covered by the present reservation of ownership title has been disposed of after its processing, combining or mixing, the Buyer shall assign to the Seller the receivables resulting from further disposal up to the value of processed, combined or mixed Products.
10.4 The establishment of pledge, transfer of ownership as a security for a debt or performing other activities of that kind in relation to Products shall take place upon prior written consent of the Seller throughout the entire period of reservation of ownership title if a disposal or a change in legal status of a thing affects the Seller’s security related to the reservation of ownership title. The above provision does not affect the Buyer’s right to further disposal of Products following the conditions specified hereinabove.
10.5 If the Seller’s interests are threatened, in particular, if the Buyer has petitioned for bankruptcy or is in payment delay, the Buyer shall be obligated, upon the Seller’s request, to return the Products to which the ownership title is still with the Seller or to inform his customers about the Seller’s claims and make all the required information and documents available to the Seller. The Seller shall also be entitled to inform the Buyer’s customers independently about the Seller’s rights in relation to the Products
10.6 The Buyer shall insure the Products covered with the reservation of ownership title. Besides, in the event of damage, the Buyer shall assign to the Seller the claims to which he is entitled from the insurance company in such scope in which these claims concern the Products covered by reservation of ownership title.
10.7 The information concerning the reservation of ownership title pursuant to the provisions stipulated hereinabove shall be placed on each invoice issued by the Seller to the Buyer.

11. SHIPMENT AND RECEIPT OF PRODUCTS

11.1 The shipment of each batch of Products delivered to the Buyer shall be documented with a consignment note together with the specification of delivery. The specification of delivery shall contain in particular the quantity of delivered Products. This specification shall constitute the basis for quantitative and qualitative acceptance of Products and racks.
11.2 The Buyer shall be obligated to verify at his cost the usefulness of the Products from the point of view of their intended use. The quantitative and qualitative acceptance of Products shall be performed on the premises of the Buyer or in a location indicated by the Buyer as a place of delivery. If a delivery takes place pursuant to EXW and FCA, the quantitative and qualitative acceptance of batches of delivered Products shall be performed in the production plant of the Seller. The Buyer shall be obligated to perform an inspection covering the verification of conformity of delivered Products with the Contract for Sale, shortages and defects, transport damages and quantity control. Any defects or quantitative shortages disclosed by the Buyer shall be reported following the provisions of point 14 GCS. The inspection referred to in the preceding sentence shall be performed by the Buyer at his cost and the Buyer shall be responsible for a loss or damage of the Products. Performing the activities preceding the inspection, as well as, particularly, during the inspection, the Buyer is obligated to maintain due diligence.
11.3 Performing the verification of the Products or their batches by the Buyer shall mean that the Buyer has carried out the inspection of Products as provided for in section 11.2 GCS, and a batch of Products is deemed to be accepted without reservations from the qualitative and quantitative point of view and free of damage after signing a consignment note by the Buyer’s representative. The Buyer shall specify persons authorized to sign consignment notes. In the event of doubts, any person signing a consignment note in the place of delivery or on the premises of the Buyer shall be deemed to be an authorized representative of the Buyer. Any differences and discrepancies concerning physical quality, as well as those resulting from legal relations, shall be reported by the Buyer to the Seller without delay, following the provisions of point 14 GCS. Product verification shall be deemed to be performed if no other information is reported by the Buyer within [two] working days from the date of delivery of Products.
11.4 The goods delivered shall be marked by the Seller pursuant to effective laws and following the agreements made between the parties, however, in the scope allowed by those laws.
11.5 The Buyer is obligated to promptly notify the Seller in writing or via facsimile or electronic mail of a delay in the receipt of Products. In the event of delay in the receipt of Products, the Buyer shall bear all costs and risks connected with storing the Products until they have been received.
11.6 In the event of the Buyer’s delay in the receipt of Products, he is obligated to pay to the Seller a contractual penalty in the amount of [0.1%] for each day of delay, with the reservation that the penalty may not exceed [5%] of the net value (excluding goods and services tax) of the Products covered by a given Contract for Sale. If a delay concerns only a part of the Products covered by the Contract for Sale, the contractual penalty shall be calculated on the basis of net value of that part of Products. The Seller reserves himself the right to claim other damages provided for in the statute and connected with a delay in making the performance by the Buyer, in particular the damages exceeding the value of the said contractual penalty.
11.7 The Products coming from the Seller shall be stored in roofed, dry and ventilated room. The Products must be secured from direct sun.

12. TRANSFER OF RISK

12.1 Unless otherwise agreed, loading, shipment, transit, including carrying out, carriage, carruing into and unloading the Products covered by a Contract for Sale shall be conducted at the Buyer’s risk, and the Buyer is obligated to enter into a contract for insurance of goods in transit.
12.2 Unless otherwise agreed, a danger of loss or damage of Products shall be transferred to the Buyer at the moment of leaving the production facility or warehouses of the Seller; it shall also relate to delivering a part of Products as well as the situation when the Seller took on other obligations, such as costs of shipping or delivery of Products.
12.3 In the event of delay in a shipment or receipt of Products for a reason for which the Seller is not responsible, a risk of accidental loss or damage of Products shall be transferred to the Buyer on the originally agreed date of shipping or receipt. Since that moment, Products are stored at the Buyer’s cost. In such event, the Seller may conclude a contract of insurance of Products at the Buyer’s cost and risk, upon the Buyer’s request. In such event, the Seller shall be entitled to request from the Buyer an advance payment to cover the cost of insurance. The Seller shall not bear the risk and consequences of the choice of insurer.

13. THE BUYER’S RESPONSIBILITY

13.1 The Seller is responsible towards the Buyer only for deliberate damages. The maximum value of the Seller’s responsibility is limited to the value of invoice on the basis of which the transaction was executed
13.2 The Seller shall not be responsible for:
13.2.1 defects and non-conformities caused by inappropriate storage conditions of Products (humidity, material temperature variations, excessive exposure to the sun etc.) or their inappropriate transport, processing or installation,
13.2.2 damages of the Buyer due to downtime, production stoppage, decrease in the sales of goods manufactured by the Buyer etc.
13.2.3 esthetic defects of glass areas made of the supplied Products, as well as for mechanical, chemical and similar damages caused by external factors, which occurred during the installation of Products or after their installation.
13.2.4 for Products breaking as a result of nickel sulfate inclusions, which by nature may occur in the process of production of tempered glass. Nickel sulfate is a substance which by nature appears in tempered glass and even conducting the so-called Heat Soak Test cannot completely exclude the possibility of nickel sulfate inclusions in tempered glass.
13.3 The Buyer shall also be obligated to release the Seller from any third party claims in relation to the Seller for any damage caused by a dangerous product. In particular, in the event that the Seller is obligated by a court judgment or court settlement, or a decision or other resolution of a body appointed to solve disputes, or by a settlement made in front of such body, to the payment of any damages to third parties for the damage caused by a dangerous product, the Buyer shall refund the Seller the equivalent of damages paid and the costs of defence to the claims for damages.
13.4 The Seller shall not refund the Buyer the amounts due resulting from decisions of competent authorities concerning customs duties and other taxes imposed on the Products when they are imported on the territory of the country where the place of delivery of Products, specified by the Buyer in the Contract for Sale, is located.
13.5 All risks resulting from the use of Products by the Buyer or other persons shall be borne by the Buyer. The Seller only assures that the Products have certain characteristics, such as size or weight, specified in the Contract for Sale. The Seller shall not be responsible for the usefulness of the Products for their intended use assumed by the Buyer. The Buyer is obligated to release the Seller from all third party claims towards the Seller in connection with the Products.
13.6 The Seller shall also be responsible towards the Buyer if the quantity of Products delivered to the Buyer is different from that specified in the consignment note, but only if the Buyer was burdened with the risk connected with delivery of Products to the Buyer.
13.7 The Seller’s liability deriving from the warranty for physical defects of Products concerns only material defects of Products. Within the meaning of the present GCS, Products are affected with a material defect if they do not comply with the requirements specified in the Contract for Sale. In the remaining scope, the Seller’s liability deriving from warranty shall be excluded, particularly the liability for latent defects of Products. The warranty for defects shall also be excluded in the following events: the occurrence of nickel sulfate inclusions in tempered glass, improper use of Products, the use of Products not compliant with their intended use, their normal wear and tear, inappropriate handling of Products, inappropriate maintenance, change of Products colour.
13.8 Irrespective of the liability derived from warranty, the Seller shall be responsible if Products have been damaged in transit, but only if, following the Contract for Sale, the Seller bears the risk connected with the delivery of Products to the Buyer.

14. REPORTING PRODUCT DEFECTS

14.1 Product defects shall be reported by the Buyer without delay, however, not later than within [two] days from the moment of their receipt. During the receipt of Products, all defects ought to be reported in the certificate of receipt of Products.
14.2 The Buyer shall communicate Products defects to the Seller in writing by registered mail upon the confirmation of receipt. This communication shall contain: specification of defects, quantity and value of Products covered by the communication, specification of the Contract for Sale together with order number and a copy of the consignment note with the date of shipment of the Products to which the communication relates, evidence to confirm that the claim is justified (samples, photos etc.).
14.3 A failure to comply with the time limits for reporting product defects or a form of reporting shall result in a loss of entitlements derived from the warranty for Products defects.
The Seller’s representative may verify whether a claim is justified in the place of delivery. If it is necessary to perform visual examination in order to verify whether a claim is justified, this activity shall be performed by the Seller’s representative at the agreed time.
14.4 The Buyer, upon the Seller’s request, is obligated to ship, at his cost, to the Seller the Products which the report concerns.
14.5 A condition for the acceptance of communication concerning Products defects caused in transit is attaching a confirmation of the driver transporting a given batch of products of the reasons for the communication on the document which accompanies each shipment.
14.6 Within seven working days from the date of delivery to the Seller of a correct and complete report of Products defects or from the date of visual examination pursuant to 14.4 of GCS or from the day of delivery of Products to the Seller, sent pursuant to section 14.5 of GCS, the Seller shall notify the Buyer in a form of the Seller’s choice of the acknowledgment of the reported defects or, in the written form, of his refusal to acknowledge the reported defects.
14.7 If the Seller acknowledges the reported defects of Products, the Seller may, at his discretion, provide financial compensation or deliver new Products in the place of defective ones. The Seller shall communicate to the Buyer his decision concerning this issue. The Seller shall compensate the value or replace the Products with those free from defects within three weeks from notifying the Buyer of the acknowledgement of reported defects of Products. The Seller shall agree with the Buyer the exact time limits for the elimination of defects or replacement of Products. However, if, due to the Buyer’s fault, it is impossible to eliminate the defects or there is a delay in the shipment of Products free of defects, the Seller is released from the responsibility for the consequences of this fact. The Buyer shall be entitled to eliminate the defects in his own scope or by third parties and – producing relevant documents to the Seller – to request from the Seller a refund of the necessary costs connected with this only in documented events of actual and direct people’s life or health hazard or preventing the occurrence of disproportionally substantial damages in the Seller’s property. The Buyer shall promptly inform the Seller of a necessity to take such actions. The costs resulting from the elimination of defects or supplying new Products shall be borne by the Seller.
14.8 If, within the time limits specified in section 14.8 of GCS, Products defects are eliminated or the Seller supplies the Products free of defects, the Buyer shall not be entitled to cancel the Contract for Sale or to request a price reduction. The Buyer is also not entitled to cancel the Contract for Sale if a defect constitutes a minor part in relation to all products being delivered. In such event, the Buyer is only entitled to request the Seller to reduce the price proportionally to the defect. In any other event, the right to price reduction shall be excluded.
14.9 Making a complaint by the Buyer shall by no means be the basis for refusal of payment of a part or all amounts due for delivered Products or for preceding or following deliveries executed pursuant to a given Contract for Sale.
14.10 In the event of reporting quantitative shortages or breaking the Products included in the consignment note or in a breakage report, at the carriage of delivery executed following the DDU formula, the Seller shall deliver the missing Products or replacement Products within time limits specified by him, however, not exceeding 15 working days from the date of receipt of the communication.

15. EXTRAORDINARY CHANGE IN RELATIONS. FORCE MAJEURE

15.1 In the event of an extraordinary change in economic, commercial, financial or political relations, which the Parties did not foresee at the moment of conclusion of a contract and which result in making the Contract for Sale excessively difficult or would expose one of the Parties to a material loss, each of the Parties undertakes to promptly commence negotiations of conditions of performance of the Contract for Sale in order to restore contractual balance. The Party of which the situation worsened as a consequence of the extraordinary change in relations shall notify, without delay, with the observance of written form, the other Party of the occurrence of such change. If it is impossible to reach agreement by way of negotiations within 30 days from the date of notification of the occurrence of circumstances which gave grounds for the commencement of these negotiations, the Contract for Sale shall be cancelled in the part which has not been executed yet by the Parties as of the first day after the lapse of 30 days allowed for negotiations. To eliminate any doubts it is agreed that in the event that the termination of the Contract for Sale takes place after the fulfillment of a part of obligations by one Party and before the fulfillment of a relevant part of obligations by the other Party, the termination of the contract does not relieve the other Party from the obligation to fulfill the relevant part of obligations.
15.2 In the event of impossibility to perform the obligations resulting from the Contract for Sale due to force majeure, the performance of obligations by any of the Parties shall be suspended, with the reservation of the provisions of section 15.4 GCS, in the scope and during the period of occurrence of force majeure.
15.3 Force majeure shall mean each sudden, unforeseeable external event, which remains beyond the control of any of the Parties to the Contract for Sale, which affects the performance of obligations by the Parties, which the Parties could not prevent, in particular, fire, flood, explosion, strong wind, earthquake, war, riots, natural disaster, decision of state authorities, whether lawful or not, difficulties in the purchase of components for the production, sabotage, downtime in the supply of power, gas, water, heating, failures of equipment, strikes etc.
15.4 In the event that force majeure continues for the period exceeding 3 months, the Contract for Sale shall be cancelled after the lapse of the last day of that period.

16. FINAL PROVISIONS

16.1 Any changes to the Contract for Sale shall be made in writing or else shall be null and void unless specified otherwise in GCS or a Contract for Sale.
16.2 The provision of section 16.1 of GCS does not relate to a change of wording of these GCS if the Buyer, promptly after the receipt of the changed GCS in writing or via facsimile or electronic mail, does not object in writing to the changes made.
16.3 Any information concerning the business activity of the Seller, which are not publicly known, are of confidential nature and constitute a company secret within the meaning of Article 11 of the Act of 16 April 1993 on unfair competition (Journal of Laws No. 47, item 211). The Parties agree that they shall not disclose confidential information to any other parties (the Seller, however, may disclose such information to the Seller’s holding or related companies), or use the information for purposes other than the performance of obligations resulting from Contracts for Sale. The Buyer shall take all reasonable steps to make the disclosure of confidential information impossible. If the Buyer is obligated by absolutely binding laws to disclose any of the information concerning the activity pursued by the Seller, the Buyer shall promptly notify the Seller of this fact and shall cooperate with the Seller in order to eliminate or minimize negative effects of disclosure of such information.
16.4 Apart from the claims specified in the present GCS, the Buyer shall not be entitled to any further claims or claims based on other grounds from the Seller.
16.5 All contracts of which the present GCS constitute an integral part shall be governed by the Polish law.
16.6 The Parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980.
16.7 Any disputes which might arise between the Parties in connection with a Contract for Sale shall be resolved by the common court with territorial jurisdiction over the registered office of the Seller. However, the Seller is also entitled to bring an action against the Buyer in a common court with jurisdiction over the registered office of the Buyer.
16.8 Should any of the provisions of the present GCS and the remaining provisions of the Contract for Sale binding the Parties be ineffective or unenforceable in the future, the validity of the remaining provisions of the Contract for Sale shall not be affected. The Parties are obligated to promptly substitute the ineffective or unenforceable provision with the provision, within reasonable scope, as close as possible from the economic point of view to the ineffective or unenforceable provision. The above shall also relate respectively to potential contractual gaps.