Terms of cooperation
with Falken Trade

General Terms of Cooperation — Falken Trade Sp. z o.o.

§ 1. General provisions

1. These General Terms of Cooperation (the GTC) apply to all transactions/sales contracts concluded between Falken Trade Sp. z o.o. (the Seller) and purchasers of its goods (the Buyer), and form an integral part of each sales contract. The GTC apply throughout the term of these contracts.
2. By placing an order, the Buyer accepts the terms set out below,
   unless otherwise provided in specific agreements between the Buyer and Seller. Specific agreements mean agreements other than sales contracts which establish additional terms of cooperation, or provisions of a sales contract excluding particular provisions of the GTC.
3. If any provision of the GTC is invalid, ineffective or inapplicable, the remaining provisions remain in force.

§ 2. Orders

1. Orders must be submitted by the Buyer in writing, signed by persons authorised to do so and designated by persons authorised to represent the Buyer. If the person authorised to place orders changes, the Buyer must identify the new authorised person; otherwise the Seller may refuse the order.
2. The Seller accepts orders for fulfilment on the basis of an order sent by the Buyer by fax or email to the Seller.
3. The Buyer must state the following in the order:
   • order reference number,
   • requested delivery date,
   • full delivery address (street, square or avenue, building number, postcode and town/city),
   • contact person and contact details at the delivery location,
   • item number as shown in the Seller's offer,
   • exact product name,
   • quantities ordered,
   • unit price of the goods ordered.
4. An order is accepted only once officially confirmed. Failure to accept an order does not constitute acceptance for fulfilment.
5. Acceptance is confirmed by a VAT invoice, pro forma invoice, written confirmation or electronic confirmation specifying the products, quantities, order value and fulfilment date.
6. Orders sent to the Seller may be refused due to the Buyer's overdue payments, lack of available credit limit or absence of the information required to fulfil the order as specified in § 3, point 3.
7. Sales contracts concluded by the Seller are binding subject to the Seller's suppliers fulfilling their obligations.
   If the Seller does not receive the goods from its supplier on time, it may withdraw from performance of the sales contract after notifying the Buyer in writing.

§ 3. Prices 

1. Prices quoted by the Seller are net prices. VAT is added at the rate applicable under the relevant legislation.

§ 4. Release, transport and receipt of goods by the Buyer

1. Goods are released when accepted by the purchaser. This is deemed the date of sale, entitling and obliging the Seller to issue a VAT invoice under the applicable legislation.
2. Transport means delivery to the location specified by the Buyer in the order. Transport does not include unloading. The Buyer bears unloading costs and must unload the goods without undue delay.
3. Delivery terms are agreed when the order is placed, using the international Incoterms (International Commercial Terms) rules as guidance. The version referred to in this document is Incoterms 2010, which replaced Incoterms 2000.
4. If delivery is to a location other than the Buyer's address, the Buyer must identify the person or business authorised to receive the goods, stating the person's name and identity document number in the order (or, for a business, its name, full address and authorised contact person's details). If the Buyer fails to do so and the delivery document bears the recipient's signature, the Buyer may not claim against the Seller that the goods were not delivered or were received by an unauthorised person.
5. The Buyer or its authorised representatives confirm receipt of the goods by signing the delivery document.
6. The Buyer must inspect the goods on receipt. If there are objections, particularly damage, shortages or deliveries exceeding the order, the Buyer must prepare a complaint report during unloading, signed by the Buyer's representative and the carrier. Otherwise quantity complaints will not be considered and the Buyer will lose all related claims.
7. If the Buyer accepts goods without checking their condition and quantity with the carrier, or without notifying the carrier of the nature of any shortage or damage, the goods are presumed to have been received in the condition recorded in the consignment note.
8. When collecting goods directly from the Seller's warehouse, the Buyer loses the right to claim quantity shortages if it accepts the goods without reservations.
9. The Seller may refuse returns unless previously agreed and confirmed by the Seller. This applies in particular where the delivery complies
   with the Buyer's order.
10. On release of the goods to the Buyer, all benefits and burdens relating to them, and the risk of accidental loss or damage, pass to the Buyer.
11. If the Buyer changes the delivery location after loading, where such a change is possible, the Buyer must bear all resulting costs, including compensation for extended reservation of the means of transport.

§ 5. Delivery date

1. The delivery deadline is met if the goods reach the Buyer by the agreed date. The Seller is not liable for late delivery attributable to the carrier.
2. In particularly justified circumstances, the delivery date may change. The Seller will notify the Buyer by fax, email or telephone.
3. Force majeure and other unforeseen events, including traffic disruption, power outages, strikes, business closure, operational disruption and obstacles beyond the Seller's control that prevent or hinder dispatch, extend the delivery period by the duration of the obstacle.

§ 6. Payment terms

1. The Buyer must pay all bills and invoices issued by the Seller without deductions, in the manner and by the date specified.
2. If the Buyer has a due receivable against the Seller, it may set this off against the Seller's receivable. The Buyer must provide the Seller with an appropriate declaration no later than the time of the set-off.
3. Payment is deemed made on the date funds reach the Seller's bank account or on the date of the set-off.
4. If the Buyer fails to pay by the date stated on the bill or invoice, the Seller may charge statutory interest for each day of delay.
5. If payment is overdue by more than 14 days, the Seller may declare all receivables immediately due, including those whose payment dates have not yet arrived.
6. If the Buyer delays payment, Falken Trade Sp. z o.o. may instruct an external debt collection company at the business partner's expense, send payment demands and charge a flat-rate debt recovery fee equivalent to EUR 40.
7. If the Buyer is late paying for delivered goods, or its financial position raises doubts about timely payment for future deliveries, the Seller may withhold delivery until all outstanding amounts are paid or adequate security is provided.
8. If the Buyer fails to make the full advance payment required under the agreed payment option, the Seller may withhold release of the goods until the full order value has been paid.
9. Whenever the Buyer fails to pay for delivered goods, the Seller may immediately withdraw from the contract, claim compensation for losses resulting from the Buyer's non-performance and request return of the goods together with compensation for their use or damage. Return costs are borne by the Buyer.

§ 7. Transfer of ownership 

1.  Ownership passes to the Buyer:
   a) for cash purchases — when payment is made at the Seller's cash desk;
   b) for bank transfers — when the funds reach the Seller's account.
2. Until the deadlines or events referred to in paragraph 1 of this section occur, the goods remain the Seller's property and may be recovered if the Buyer remains in arrears despite a written demand granting an additional payment period.
3. The Seller's declaration or a written agreement between the parties may specify other dates for the transfer of ownership.

§ 8. Receivables insurance

1. To secure its receivables from the Buyer, the Seller may insure them. The Buyer must then undergo the insurer's verification procedure.
2. To obtain additional financing, the Seller may sell, transfer or pledge its receivables.

§ 9. Complaints 

1. If the quality of delivered goods does not match the accepted specification, the Buyer must notify the Seller in writing without delay, and no later than 14 days after receipt. Otherwise the quality complaint will not be considered and all related claims will be lost. If a defect becomes apparent after 14 days (a latent defect), the Buyer must notify the Seller without delay and no later than three days after discovery.
2. A complaint must be supported by official documents, such as a weighing certificate, consignment note or quality certificate. The Buyer's claim may not exceed the value of the goods concerned.
3. The Seller will inform the Buyer how the complaint will be resolved within 14 days of receiving the complaint report.
4. If the Seller accepts the complaint, it must replace the batch on the previously agreed terms or grant an appropriate discount. The Buyer may not make further claims, particularly for additional compensation or lost profits. Goods may be returned or sold for the Seller's account only with its written consent.

§ 10. Confidentiality clause

1. The Seller undertakes to keep confidential all information supplied or made available by the ordering party for proper fulfilment of the order. Such information may be disclosed only to employees and subcontractors directly involved in that order.

§ 11. Final provisions

1. Disputes arising from the GTC or a sales contract will be resolved by the ordinary court with territorial and subject-matter jurisdiction over the Seller's registered office.
2. Matters not regulated here are governed by the Civil Code or the relevant provisions of specific legislation.