General Terms and Conditions of Sale and Delivery

1. Scope of cooperation:

1.1. The General Terms and Conditions of Sale and Delivery (GTCSD) constitute an integral part of offers, sales and delivery agreements concluded by CEGA Sp. z o.o., hereinafter referred to as CEGA. The following conditions govern civil law relations between the Parties concerning the sale of Goods offered by CEGA, except for cases in which CEGA agrees in writing to change the terms and conditions contained in the GTCSD. Any other changes are considered null and void and cannot form the basis of any claims.

1.2. Any conduct of the Parties, even repeated many times, and contrary to these conditions, in no way constitutes a norm that any Party could demand.

1.3 The GTCSD shall be made available to the Purchaser in writing at CEGA's registered office, as well as in an electronic version on the www.cega.pl website. In each of these cases, the GTCSD shall be deemed to have been acknowledged and accepted by the Purchaser upon placing an order with CEGA or accepting CEGA's offer or collecting the Goods or receiving an invoice.

1.4. The Terms and Conditions bind the parties both in the case of a one-off sales contract and during the legal relationship of a continuous nature (for instance an annual commercial agreement for the sale of Goods).

1.5. In case of a conflict between the GTCSD and a separately written Agreement, the provisions of the Agreement shall prevail, and the provisions of these GTCSD shall prevail only to the extent not specified in the Agreement.

1.6. In the event of circumstances that may require to expect that the Purchaser will not be able to perform its obligations, in particular in the event of bankruptcy, restructuring proceedings or in the event of liquidation or assignment of the Purchaser's business, CEGA shall be entitled to withdraw from the contract without notice and shall notify the Purchaser thereof in writing.

2. Terminology:

1. CEGA - a limited liability company with its registered office in Lublin (20-209) at 9D Frezerów Street, entered into the Register of Entrepreneurs of the National Court Register kept by the District Court Lublin Wschód in Lublin with its registered office in Świdnik, VI Commercial Department of the National Court Register under KRS number: 0000281422, REGON: 140990847, NIP: 5272543071.
2. Offer – a commercial offer specifying the rules of purchase under which CEGA undertakes to sell or deliver the Goods to the Purchaser, containing CEGA's declaration of intent to conclude an agreement and specifying the essential provisions of this agreement.
3. Purchaser – an entity purchasing Goods manufactured by CEGA.
4. Goods – finished product manufactured by CEGA as well as products of other manufacturers included in CEGA's offer.
5. Order – the Purchaser's declaration of will on the willingness to purchase CEGA Goods submitted in writing to the hands of an authorized representative of CEGA or electronically, by fax or mail.
6. Order Confirmation – CEGA's declaration of intent on the conclusion of a supply or sale agreement.
7. Sale/Delivery Agreement – an agreement concluded between CEGA and the Purchaser, the subject of which is the sale or delivery of the Goods.
8. Delivery – any delivery to the destination indicated by the Purchaser in the Agreement or the release of the Goods to the Purchaser or a carrier indicated by the Purchaser at the premises of CEGA's registered office.
9. Warranty – CEGA's liability towards the Purchaser for physical and legal defects of the item sold, as regulated in Articles 556-576 of the Civil Code.
10. Guarantee – is a set of additional contractual rights that CEGA may grant to the Purchaser, and the granting of which is documented each time in a separate document provided at the conclusion of the Agreement or receipt of the Goods.
11. Complaint – submission by the Purchaser of claims under the warranty or guarantee.

3. Term of validity of the Offer

3.1. Any Offer made and delivered to the Purchaser electronically, by fax or post is binding on CEGA, which shall remain bound by it for the time specified in the Offer. If the validity period is not specified in the Offer, it is assumed that it is 14 days from the date of its delivery to the Purchaser.

3.2. CEGA catalogues, advertising brochures, price lists, announcements and publications do not constitute an offer within the meaning of Article 66 of the Civil Code, even if they indicate a price. These materials are for informational purposes only.

4. Conclusion of the Agreement

4.1. The contract shall be deemed concluded upon delivery by CEGA to the Purchaser of the Order Confirmation, in particular in person against acknowledgement of receipt, by e-mail, fax or post.

4.2. Lack of Order Confirmation issued by CEGA upon its receipt or lack of written acceptance by CEGA of an Order that has been modified by the Purchaser shall constitute refusal to accept the Order for execution. In this situation, the Buyer is not entitled to any claim against CEGA in relation to the submitted Order.

5. Order processing

5.1. The Purchaser orders the Goods in the form of a written Order: delivered in person, by post, fax or electronically. The Order must clearly specify the Goods: quantitatively, with the names of CEGA indexes and the place and desired delivery date for the entire Order and its individual items, if they are different from the entire Order. A detailed description of the Goods (name, indexes, number of pieces in the collective packaging, prices) is given in publicly available price lists and CEGA catalog and on the www.cega.pl website. The Purchaser is obliged to submit written Orders signed only by persons who can represent the Purchaser in accordance with applicable law or by persons authorized to contact CEGA.

5.2. CEGA confirms in writing, by e-mail or fax the acceptance of the Order for realization.

5.3. CEGA executes Orders within the time-line agreed with the Purchaser. CEGA, if shall deliver the Goods on its own, shall not be liable for any delay in the delivery date due to difficulties not attributable to CEGA's sole fault.

5.4. CEGA shall be liable for the Goods in accordance with the conditions set out in the Offer. If detailed conditions have not been specified in the Offer, CEGA's liability is in accordance with EXW – INCOTERMS 2020, address: CEGA warehouse.

5.5. The Purchaser shall appoint in writing persons authorized to receive the Goods and sign on his behalf the documents confirming the receipt of the Goods. The Purchaser declares that the construction manager, works manager, foreman or their deputies or other persons performing similar functions on Purchaser’s side are considered as persons authorized to perform the above-mentioned activities without the need to grant them a separate authorization.

5.6. Signing by the Purchaser or a person authorized by him an invoice or packing list / waybill document is at the same time a receipt for the release of the Goods to the Buyer.

5.7. The cost of delivery shall be borne by the Purchaser, unless it is otherwise regulated by a separate Agreement or settlement.

5.8. At the time of receipt of the Goods, the Purchaser is obliged in the presence of the carrier to check the content of the delivery and its compliance with the delivery documents (or release of the Goods); any shortages in quantity, type or damage to the Goods should be recorded on the confirmation of receipt or release of the Goods, under pain of losing all claims as to the quantity, type and damage to the Goods, excluding hidden defects.

5.9. The Purchaser shall be obliged to notify CEGA in writing, by e-mail or fax within 2 working days from the date of Delivery of any non-compliance with the quantity, quality (obvious defects) or type of the delivered Goods in relation to the Order by sending a complaint protocol confirmed by the carrier. Failure to comply with this obligation indemnifies CEGA from all claims as to quantity, quality (obvious defects) and type of the Goods delivered in the Delivery, excluding hidden defects.

5.10. In the event of quantitative or generic discrepancies or damage to the Goods, the Purchaser may demand either delivery of the ordered quantity, type or undamaged Goods, or correction of the invoice by the missing or damaged value of the Delivery.

5.11. Minor discrepancies in weight, colour or dimensions of the Goods are natural and do not result from technological conditions, thus do not constitute a basis for claims against CEGA.

5.12. Deliveries of the Goods will take place on the basis of packing list / waybill document or invoice.

5.13. The Purchaser undertakes to confirm the packing list / waybills to carriers (company stamp, legible signature of the person authorized to receive the goods and the date and time of receipt of the goods), delivering products to places resulting from the Purchaser's Orders.

5.14. CEGA is entitled to round up Purchaser's Orders for the assortment covered by CEGA's price list.

5.15. Upon release of the Goods, the risk of accidental loss or damage is passed onto the Purchaser.

5.16. In the event that the Purchaser is in delay with its payments to CEGA, or has exceeded the trade credit limit, CEGA has the right to suspend the execution of subsequent orders.

6. Order Cancellation

6.1. Purchaser may withdraw from the execution of the Order in whole or in part, subject to CEGA's written consent to the withdrawal.

6.2. CEGA only accepts the written form of cancellation of the Order as a whole or its individual items.

6.3. It is not possible to cancel Orders during the transport phase of the Goods to the Purchaser or unloading at the Purchaser's premises or during their loading at CEGA.

6.4. Cancellation of the Order may be reported only by persons authorized by the Purchaser and made in writing (regular post, fax, e-mail).

6.5. In the event of postponement of the Order completion date, CEGA is obliged to inform the Purchaser about this fact. If the Purchaser accepts the new delivery date, he is obliged to confirm this fact in writing (by regular post, fax, e-mail); in the absence of such confirmation, the Order is automatically canceled.

7. Price

7.1. List prices of the Goods, included in the Price List, are specified as amounts in Polish zlotys net or EUR net (excluding VAT) exw CEGA warehouse in Lublin, at Frezerów 9 D.

7.2. The sale takes place at the prices specified in the catalogues (price lists) valid on the date of sale or at the prices from CEGA's offer or prices contained in other separate Agreements, under the conditions specified in the GTCSD.

7.3. If the price has been determined as the equivalent of a foreign currency, then in the event of a change during the execution of the order in the exchange rate of the Polish zloty to the foreign currency, in relation to the exchange rate on the date of conclusion of the Agreement, the price of the Goods will also be subject to a corresponding change. In the absence of other arrangements, the new price is calculated according to the currency selling rate announced by the NBP on the day preceding the invoice date.

7.4. Unless a separate agreement provides otherwise, for deliveries with a term of more than 3 months, CEGA is entitled to price adjustments during the execution of the Order or during the Delivery of subsequent batches of Goods if:

1. here will be a significant increase in costs affecting the execution of the Order,

2. the cost of Deliveries shall be borne by CEGA, and the Purchaser has divided the Deliveries of Goods into batches other than those set out in the Offer, and thus prevented CEGA from making Deliveries in the number of vehicles agreed in the Agreement,

3. the Purchaser has made a significant change in the specification of the ordered Goods.

7.5. CEGA shall notify the Purchaser of the new prices electronically, by fax or by regular post.

8. Payment terms

8.1. Payments in Polish zlotys are made according to the date specified on the invoice by bank transfer to the account of Bank BGŻ BNP Paribas O/Lublin 94 2030 0045 1110 0000 0284 6430 or in cash at the CEGA cash desk.

Payments in EUR are made according to the date specified on the invoice by bank transfer to the bank account BNP Paribas O/Lublin PL60 2030 0045 3110 0000 0032 7280 swift: PPABPLPK or in cash at the Seller's cash desk.

8.2. The date of payment shall be deemed the date on which the money is credited to the CEGA account or the date on which the amount due is paid to the cashier.

8.3. In case the Purchaser is in delay with payment, it is obliged to pay contractual interest in the maximum interest rate specified in Article 359 of the Civil Code, calculated on the gross purchase price for the period from the due date of the claim to the date of actual receipt of funds on CEGA's bank account, which does not exclude CEGA from claiming compensation on general terms. CEGA reserves the right to set off the next payment to the Purchaser first against interest and then against the oldest amount due, regardless of the Purchaser's indications in this respect.

8.4. CEGA or its authorized insurer shall, in the event of a deferred payment transaction or for the purpose of granting mercantile credit, analyse the Buyer's financial documents in order to determine the limit of such credit.

8.5. A Purchaser whom has not been granted the mercantile credit or the limit of credit granted is insufficient for the proper execution of all Orders placed with CEGA or at the request of CEGA – is obliged to provide CEGA or its authorized insurer with reliable and irrevocable financial security in the form of: a bank guarantee or pledge or insurance policy or assignment or tripartite agreement with a reliable payer accepted by CEGA or other security to be selected and accepted by CEGA after prior verification.

8.6. CEGA, in the case of transactions with deferred payment, reserves the right to introduce a credit limit, i.e. limit the value of executed Orders.

8.7. If CEGA or an authorized insurer intends to grant a mercantile credit to the Purchaser or to sell the Goods with delayed payment or also after granting the mercantile credit limit and granting consent to the sale with deferred payment, the Purchaser shall, at CEGA's request, at any time be obliged to present its financial documents, in particular: the profit and loss account and balance sheet for the last year, the most recent F01 report or the most recently filed tax declaration for the preceding financial year *- concerns business activity conducted based on of an entry in the register or civil and general partnerships. CEGA may require the Purchaser to pay the price immediately (before the stipulated date) if the Purchaser becomes insolvent or if the security provided by the purchaser to CEGA has expired or devalued.

8.8. If Purchaeser places more than one Order with CEGA, CEGA shall be entitled to put all Purchaser’s liabilities due in the event that:

1. the Purchaser fails to pay any invoice or other obligation to CEGA in a timely manner;
2. the Purchaser is placed in bankruptcy or a bankruptcy preceeding is filed against the Purchaser;
3. CEGA is in possession of information indicating a material deterioration in the financial condition of the Purchaser;

8.9. Notwithstanding the foregoing, CEGA shall be entitled, in the situations described in clause 8.8 above, to withhold the remainding part of its performance and to withdraw from the remainding part of the Agreement. At the same time, CEGA retains the right to full remuneration for the executed part of the service which may call as due immediately. Withdrawal from the Agreement in this situation will be treated as withdrawal from the Agreement for the sole reason attributable to the Purchaser.

8.10. In addition, CEGA in the situation described in clause 8.8 may not execute itself the provisions of clause 8.9., but may make further performance of the Agreement dependent on the provision by the Purchaser of additional security or guarantee of performance of the Purchaser's obligations under the Agreement.

8.11. CEGA reserves the right to revoke or limit at any time, without giving reasons, the mercantile credit previously granted to the Purchaser.

9. Retention of title of the Goods

9.1. CEGA reserves the right of ownership of the sold or delivered Goods, in accordance with the provisions of Article 589 of the Civil Code, which means that the Purchaser becomes the owner of the Goods at the time of full gross payment of the purchase price of the Goods within the time limits specified by CEGA or the Parties in the Agreement.

9.2. In the event of non-payment by the Buyer within the specified time-limit, CEGA shall be entitled to require the Purchaser to return the Goods for which the Purchaser has not paid on time. In addition, CEGA may also demand compensation if the value of the Goods has decreased in relation to the value of the Goods specified in the invoice for the Goods, including if the Goods have been worn out or damaged.

9.3. At the request of CEGA, the Purchaser is obliged to provide the current location of the Goods covered by the reserved property right.

9.4. The Purchaser bears all risks of loss or damage to the Goods in the period between their release and the transfer of ownership of the Goods to him. CEGA may require the Purchaser to conclude an insurance contract for the Goods against accidental loss or damage for the period indicated above, up to the amount corresponding to the full value of the Goods, or to transfer to CEGA all rights arising from the aforementioned insurance contract. In this case, the Purchaser is obliged to send CEGA a copy of the insurance policy of the Goods immediately upon its receipt.

10. Scope of Warranties and Limitation of Liability

10.1. CEGA shall provide a 12 (twelve) months warranty on the Goods from the date of their Delivery, as confirmed by the Purchaser, and this warranty shall run separately for each consignment of Goods delivered.

10.2. Any hidden quality defects, those which could not be found during unloading or Receipt of the Goods, the Purchaser is obliged to report to CEGA within 3 working days of their detection.

10.3. After CEGA recognizes the legitimacy of the complaint, the Purchaser shall place the defective Goods at the disposal of CEGA, which shall choose the method of repair, or replace the Goods with Goods free from defects, or proportionally reduce the price of the defective Goods if the replacement or repair of the defective Goods proves impossible or otherwise inexpedient. CEGA and the Purchaser, by written agreement between the parties, may choose a different method of execution of the complaint recognized by CEGA.

10.4. The Parties exclude in their mutual relations the application of the provisions under the warranty covered by Articles 556 – 576 of the Civil Code.

10.5. The Purchaser is obliged to transport, unload and store the Goods in accordance with the recomendations contained in the instructions, guidelines and technical catalogue of CEGA. If the Purchaser does not comply with the recommendations for transport, unloading and storage contained in the instructions, guidelines and technical catalogue, the Purchaser’s claims shall not be accepted by CEGA.

10.6. CEGA shall not be liable for any non-conformity/irregularity/defect of the Goods arising after delivery for external reasons beyond CEGA's control, such as: mechanical damage, contamination, scratches, cracks, loss of dimensions, improper assembly, including assembly not in accordance with the instructions or resulting from the Purchaser's failure to comply with CEGA's guidelines regarding unloading, transport, storage and assembly of the Goods.

10.7. The Parties undertake to cooperate in the implementation of the complaint process, in particular to provide access to the Goods, submit all necessary documents and information that will allow for the efficient implementation and completion of the complaint process.

10.8. Delays in the delivery of any Goods for no longer than 14 days shall not give rise to claims for damages by the Purchaser, unless separate Agreements provide otherwise. In this case, CEGA's total liability is limited to 3% of the net price of the delayed Goods. This is CEGA's only indemnification towards the Purchaser in such a case.

10.9. CEGA's total liability for any damage to the Purchaser arising in connection with any event relating to the delivery of the Goods shall in no case exceed the net price of the Goods in respect of which loss, damage or any other claim arises on the part of the Purchaser. In particular, the limitations of liability described in the previous sentence apply to delays or negligence of CEGA in the delivery of the Goods, delivery of defective Goods, regardless of whether the defects were visible or hidden, and the type of defects found. In no event shall CEGA be liable for incidental, direct or indirect damage to Purchaser, such as loss of profit, production stoppage, penalties, fees and other indirect damages or damages. In particular, the right to claim compensation for lost profits is excluded.

11. Force majeure clause

11.1. CEGA shall not be liable in any way for any damage to the Purchaser resulting from circumstances for which CEGA is not responsible. These events include, among others, war, embargoes, natural disasters, strikes, related unforeseen communication difficulties, delays in deliveries caused by the unforeseeable suspension or cessation of CEGA's production or commercial activities being sold, its insolvency or bankruptcy.

11.2. Both parties shall be released from liability for non-performance or improper performance of the Agreement or Order to the extent that it occurred as a result of Force Majeure.

11.3. Force Majeure is an extraordinary, external and unpreventable event that could not be avoided even with the diligence of the Parties.

11.4. If Force Majeure events or its effects last longer than 3 consecutive months – the Parties will make a decision in good faith as to the termination of the Agreement or the Order or their amendment, which will take into account the temporary inability to perform all or part of the provisions contained in the Agreement or Order.

11.5. The Party that invokes Force Majeure is obliged to notify the other Party of this fact immediately, but not later than within 3 days from the occurrence of the Force Majeure Circumstance, as well as its cessation, which must be notified to the other Party in writing.

11.6. The Parties shall also consider as Force Majeure an increase in the net price of the raw material necessary for the production of the Goods by more than 5% compared to the net price in force at the time of submission of the offer by CEGA. In such a situation, CEGA will be able to increase its remuneration by an amount equal to the increase in raw material prices. Such a change does not require acceptance by the Purchaser. The parties may also agree on other effects in writing.

11.7. The Parties shall also consider as Force Majeure the temporary shortage of raw materials necessary for the production of the Goods, as well as, even temporarily, the prevention of the supply of raw materials by CEGA.

11.8. The Parties also accept that in the event of Force Majeure of a temporary nature, it is possible to extend the deadline for the performance of the Agreement or the Order, and the delay in their performance shall not be treated by the Parties as a delay of CEGA.

12. Right of withdrawaly

12.1. CEGA shall have the right to withdraw from the Agreement within 30 days from the date on which the Purchaser, in accordance with the request previously sent due to the Purchaser's failure to meet the payment deadline with an additional 7-day payment period, still fails to pay to CEGA.

13. Other

13.1. The costs of standard/disposable packaging are included in the price of the Goods and are non-refundable. Reusable packaging is not included and is charged separately. All costs associated with additional non-standard packaging and labeling shall be borne by Purchaser, unless the Parties agree otherwise and CEGA agrees in writing.

13.2. CEGA reserves the right to make structural changes, tolerances and improvements to the Goods offered, including changes/improvements to packaging materials.

13.3. Any dispute that may arise between CEGA and Purchaser shall be settled by the courts having jurisdiction over CEGA's registered office.

13.4. Any changes to these terms and conditions must be made in writing under pain of nullity.

13.5. In matters not regulated by these General Terms and Conditions of Sale, the provisions of the Civil Code shall apply.

14. Final provision

The above conditions have been notified to the Purchaser. The Parties agree to include the terms and conditions in the content of the concluded Agreement, which they confirm by signing one of the following documents, i.e. the Order, the Agreement, the packing list / waybill document or the invoice.