E-commerce Terms and Conditions

DEFINITIONS

• “Seller” and “Website Owner” means CHEMNOVATIC Sp. z o.o. Sp. k., residing at: Ludwika Spiessa 9, 20-270 LUBLIN, POLAND; REGON (Company ID): 061616498, NIP (Tax ID): 946-264-59-31.

• “Buyer” means the entity/person whose name is placed on the Order.

• “Contract” means the order and Order Confirmation (incorporating any Special Conditions).

• “Goods” means the goods or services (including any instalment of the goods or any parts for them which the Seller is to sell in accordance with these Terms and Conditions.

• “Order” means the Buyer’s order for goods.

• “Price” means the price at which the Seller has agreed to accept the Buyer’s order.

• “Terms and Conditions” means the standard terms and conditions of sale set out in this document.

• “Writing” includes facsimile transmissions, electronic mail and digitally captured screed of the on the screen of a visual display unit or other similar device.

1. BASIS OF THE SALE

1.1. These Terms and Conditions and any Special Conditions will govern the Contract to the exclusion of any other terms, including any terms and conditions which the Buyer may purport to apply under any purchase order, confirmation of order or another document.

1.2. Any variation of these Terms and Conditions and the Special Conditions will only bind the Seller, if agreed in writing between authorized representatives of the Seller and the Buyer.

1.3. The Seller’s employees are not authorized to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into any contract and in accepting the delivery, the Buyer acknowledges that it does not rely on representations concerning the Goods which are not confirmed in this way.

2. ORDERS

2.1. All Goods are offered for sale subject to availability and subject to the Seller’s acceptance of the Order.

2.2. No Order shall be deemed accepted by the Seller unless and until it is confirmed unconditionally by the Seller.

2.3. Any literature published or submitted by the Seller to the Buyer which contains any descriptions, specifications, drawings or prices of the Goods is published or submitted for guidance only. The Seller reserves the right to make minor modifications in the design and specification of the Goods without notice to the Buyer, but agrees to notify the Buyer of any major or material modifications which the Buyer shall be deemed to have accepted unless notification to the contrary is received by the seller within 7 days.

2.4. The Buyer declares that orders will be placed by individuals authorized by the Buyer for its representation. The Buyer declares that payments related to the Order will be made from the official bank account of the Buyer or entities associated with the Buyer by entities authorized by the Buyer to perform accounting and settlement activities on its behalf. For Buyers subject to taxation in Poland, the Buyer declares that all payments will be made from the bank account listed in the register referred to in Article 96b(1) of the Act of March 11, 2004, on goods and services tax (the “White List of VAT Taxpayers”). In case of doubts by the Seller regarding the correctness of the bank account provided by the Buyer, the Seller reserves the right to conduct additional verification, particularly by requesting the Buyer to provide appropriate authentication documentation.

2.5. The Buyer cannot change or cancel the Order unless the Seller agrees. In case of Order cancellation by the Buyer after placing the Order, the Seller has the right to charge the Buyer with a contractual penalty of up to 30% of the Order value. The Seller reserves the right to pursue compensation exceeding the amount of the specified contractual penalty or to pursue compensation on general principles.

3. PRICE

3.1. The Buyer will pay the Price together with an amount equal to VAT chargeable on the sale of the Goods.

3.2. In the case of the sale of products subject to excise tax under Polish law, the amount of the applicable excise tax will be added to the price of the Goods in accordance with the prevailing regulations

3.3. The Seller may increase the Price before the Goods are delivered to the Buyer to reflect any increase in cost to the Seller including, among other things, increases in cost from manufacturers, taxes and duties, the cost of labor, materials, transport and other fees and charges.

3.4. The offer is valid for a period of 14 days from the date of issue of the proforma invoice by the Seller.

3.5. If the Price changes between the date of acceptance of the Buyer’s order and delivery of the Goods by the Seller, the Seller will advise the Buyer of the changed Price (the “New Price”). The Buyer will be obliged to take delivery of the Goods at the New Price unless the Buyer informs the Seller at least 3 working days after receiving information about the New Price that he will not pay the New Price. In this case the Seller will be under no obligation to deliver the Goods to the Buyer.

3.6. Any non-refundable deposit paid by the Buyer to the Seller is taken by the Seller as a security and proof of the good intentions of the Buyer in regard to completion of the contract. In the event that the buyer withdraws from the contract or fails to take delivery of the goods the Seller reserves the right to retain the non-refundable deposit in addition to any rights the Seller may have against the Buyer for breach of contract.

4. PAYMENT

4.1. The Buyer will pay all amounts specified in the Seller’s advice note or invoice on the due date in cleared funds without any deduction or set-off on the grounds of any alleged breach of contract between the Seller and the Buyer or on any other grounds. The time for payment of those amounts will be of the essence of the Contract.

a. The buyer is obligated to make payment solely in the currency agreed upon in the transaction, via a transfer to the account specified on the invoice. Payment in a currency other than the agreed one is not permissible. The seller does not bear any costs associated with currency exchange incurred by the Buyer.

b. The Buyer from non-European Union country covers in full all amounts specified in the Seller’s shipping list or invoice within the due date, in cleared funds, without any deductions from the Buyer’s bank or payment intermediaries, and without any commissions related to payments from non-European Union country made by the Buyer.

c. The Buyer from non-European Union country is required to cover all costs related to the transfer of payments into the EU territory.

4.2. The buyer agrees to accept invoices and amendments to invoices in digital format, emailed to the email address used to set up the customer account on chemnovatic.com.

4.3. If the due payment from the invoice is not settled within the specified period, the Seller is entitled to:

a. Cancellation of granted payment terms, making corrections to issued invoices with deferred payment terms, and requesting settlement of all outstanding dues;

b. Demand prepayment from the Buyer for the delivery of Goods resulting from other orders already accepted for execution.

c. Charge statutory interest on overdue payments

4.4. All bank charges, related to execution of order are paid at the expense of the Buyer.

4.5. Payment of the pro-forma invoice is also a confirmation of the buyer’s data, including VAT-EU number.

4.6. Refunds to the customer’s account resulting from his/her error (overpayments, double payments, etc.) may be charged by Chemnovatic with additional fees according to the following scheme:

a. Transfer to the European Union (SEPA) – 2 EUR fee,

b. Transfer to Poland – 3 PLN fee,

c. Transfer outside of the European Union – depending on the customer’s bank.

4.7. The Buyer cannot cancel the payment or demand refund of the payment already made, without the consent of the Seller. This applies in particular to payments made through the PayU S.A. online payment operator (including payments made using credit cards).

4.8. The Buyer is not entitled to suspend or defer payment for the Goods citing complaints, warranties, or other conditions that have not been previously and expressly accepted by the Seller in writing or electronically.

4.9. The Buyer waives the right to use the chargeback procedure in relation to payments made to the Seller, or any other procedures, regardless of their name, the effect of which would be contrary to the provisions of clause 4.7.

4.10. The date of payment shall be the date of crediting the Seller’s bank account. The buyer bears the risk of delays in payment related to the method of payment chosen by him.

4.11. The buyer bears all costs (including, but not limited to, commissions, operational fees, currency conversion costs) related to the payment method chosen by him.

4.12. In the event that the Seller has doubts about the financial status of the Buyer or the Buyer delays payment for previously delivered Goods, the Seller has the right to refrain from further delivery of Goods, demanding appropriate payment security within 3 days, and after the expiration of this period, to withdraw from the agreement. The Seller has the right to terminate the agreement within 6 months from the moment of finding out the basis for termination.

5. DELIVERY

5.1. The place for delivery of the Goods will be agreed between the Seller and the Buyer and shown on the Order Confirmation. If no place for delivery is so shown, the Seller may deliver the Goods by either:

a. notifying the Buyer that the Goods are ready for collection from premises nominated by the Seller (“the Seller’s premises) or

b. tendering the Goods at any address agreed between the Seller and the Buyer.

5.2. Delivery cost is an estimate only and may change depending on various external factors independent to the Seller. Final delivery cost will be confirmed in writing.

5.3. Any dates quoted for delivery of the Goods are indicative only. The Seller is not liable when the delivery of Goods is impossible or delayed due to reasons beyond its control, especially in the case of force majeure events, including but not limited to natural disasters, war, strikes, an epidemic state, orders of authorities (including trade embargoes), even if these reasons occurred on the Seller’s supplier side. The Seller will inform the Buyer about the reason for the delay or the impossibility of delivery.

5.4. The person receiving the Goods on behalf of the Buyer must possess an authorization issued by an individual authorized to represent the Buyer, unless the authorization to receive the Goods is evident from the order or another document. It is acknowledged that individuals collecting the Goods at the Seller’s premises are authorized by the Buyer to receive the Goods.

5.5. The person receiving the Goods on behalf of the Buyer is obligated to verify the correctness of the delivery and confirm, by their signature on the delivery document, the conformity of the Goods with the order in terms of quantity and quality at the time of receipt. The Buyer declares that the acceptance will be carried out each time by an individual duly authorized by the Buyer.

5.6. In the event that the Buyer, upon receiving the Goods from the carrier, observes a discrepancy between the actual state of the delivered Goods and the Goods specified in the shipping documents, or notices damage to the Goods or its packaging, the Buyer must draw up a protocol of receipt of the shipment in the presence of the carrier, including a detailed description and photographs of the damage. Subsequently, the Buyer must notify the Seller of this no later than the next business day. Fulfillment of these obligations aims to determine the extent of any carrier liability. Failure to fulfill the described actions by the Buyer implies a waiver of their rights and acceptance of the received delivery.

5.7. In the case of both quantitative and qualitative complaints regarding defects arising during transportation, the Buyer is obligated to provide the Seller with a Goods receipt protocol and a non-conformity protocol signed by the carrier. The non-conformity entry should be placed in the shipping documentation, under the penalty of losing claims for this reason.

5.8. A difference in weight or volume of the Goods not exceeding 0.5% of the weight or volume of the ordered Goods cannot be the basis for the Buyer’s quantitative complaint and constitutes a natural difference that may result from differences in measurement between the Buyer and the Seller, minor losses during transport, or physicochemical properties of the Goods.

5.9. In the event of non-collection of the Goods, the Buyer will pay the Seller a contractual penalty of 1% of the value of the uncollected Goods for each day of delay. The Seller reserves the right to seek compensation exceeding the amount of the agreed contractual penalty or to seek compensation under general principles. The Seller also reserves the right to claim a refund of the transport costs for the uncollected Goods.

5.10. Goods must not be returned to the Seller except by prior arrangement confirmed in writing by the Seller. The Seller reserves the right to refuse to accept the return of Goods from the Buyer if the Goods are damaged, destroyed, modified, or deficient.

5.11. Since 1 January 2020, the date of delivery is determined according to Incoterms 2020 EXW, FCA or DAP rules and regulations.

6. WARRANTIES

6.1. The Buyer commits to verifying the quality of the Goods immediately upon receipt, before using or reselling the Goods, but no later than within 30 days from the date of the Goods’ receipt by the Buyer.

6.2. Immediately upon detecting a defect, the Buyer will notify the Seller of the defect (complaint). The defect of the Goods means non-compliance with the quality parameters specified in the Agreement. The complaint must include at least:

a. the name of the Goods, quantity, and quality of the claimed Goods,

b. batch number, Order number,

c. the reason for the complaint, a description of the defect.

The complaint must be accompanied by photographic documentation, laboratory analysis results – if available to the Buyer. The complaint must be submitted in writing or via email.

6.3. The Buyer loses warranty rights if they have not verified the Goods or submitted a complaint in accordance with paragraphs 6.1. and 6.2.

6.4. The Seller will confirm the receipt of the complaint within 2 business days from the notification. The Seller will process the complaint within 30 days from its receipt, subject to paragraph 6 and the deadlines set by law and the deadlines for handling complaints by the Seller’s subcontractors. The Seller may request the Buyer to provide samples of the claimed Goods. The complaint procedure is suspended while waiting for the delivery of samples. The Buyer is obliged to provide samples within 7 business days of receiving the Seller’s request. Failure to provide samples within this period is treated as withdrawing the complaint. The Buyer bears the cost of collecting and delivering the samples. If the complaint is justified, the Seller will reimburse the Buyer for the costs incurred.

6.5. If the Seller does not recognize a qualitative complaint, the dispute will be resolved by an independent verification unit jointly selected by the Parties, and in the absence of an agreement — by the Seller. Its decision will be final and binding on both Parties. The cost of the verification unit’s work is borne by the Seller only if the Seller’s claims prove to be unfounded. In other cases, the Buyer bears the costs.

6.6. Filing a complaint does not exempt the Buyer from the obligation to pay for the Goods. In the event of a complaint being accepted and a reduction in the price of the Goods due to a defect, the corresponding part of the amount paid by the Buyer will be refunded based on a corrective invoice promptly after the Buyer confirms its receipt.

6.7. The Website Owner makes no warranties, representations, statements or guarantees (whether express, implied in law or residual) regarding the website, the information contained on the website, your or your company’s personal information or material and information transmitted over our system.

6.8. The Seller’s warranty for physical defects as defined in article 5561 of the Polish Civil Code is excluded.

7. DISCLAIMER OF LIABILITY

7.1. The Seller is not liable for any losses, damages, or costs (indirect or direct) resulting from the Buyer’s claims due to errors in delivery or its delays caused by the shipping company’s actions.

7.2. In no circumstances does the Seller assume liability for lost profits by the Buyer.

7.3. The Seller is not liable for any damages caused to third parties as a result of the Buyer’s use of the Goods contrary to legal regulations or the intended use of the Goods.

7.4. The Seller and its directors, shareholders and associated persons shall not be responsible for and disclaims all liability for any loss, liability, damage (whether direct, indirect or consequential), personal injury or expense of any nature whatsoever which may be suffered by you or any third party (including your company), as a result of or which may be attributable, directly or indirectly, to your access and use of the website, any information contained on the website, your or your company’s personal information or material and information transmitted over our system. In particular, neither the Website Owner nor any third party or data or content provider shall be liable in any way to you or to any other person (including legal entities), for any loss, liability, damage (whether direct or consequential), personal injury or expense of any nature whatsoever arising from any delays, inaccuracies, errors in, or omission of any share price information or the transmission thereof, or for any actions taken in reliance thereon or occasioned thereby or by reason of non-performance or interruption, or termination thereof.

8. USE OF THE WEBSITE

The Website Owner does not make any warranty or representation that information on the website is appropriate for use in any jurisdiction (other than Poland). By accessing the website, you warrant and represent to the Website Owner that you are legally entitled to do so and to make use of information made available via the website.

9. TRADEMARKS

The trade marks, names, logos and service marks (collectively “trademarks”) displayed on this website are registered and unregistered trademarks of the Website Owner, suppliers, manufacturers and partners of the owner. Nothing contained on this website should be construed as granting any license or right to use any trade mark without the prior written permission of the Website Owner.

10. GOVERNING LAW AND JURISDICTION

10.1. The Contract shall be governed by and construed in accordance with Polish law.

10.2. The parties irrevocably agree that the courts of Poland are to have non-exclusive jurisdiction to settle any disputes which may arise in connection with the Contract.

11. COPYRIGHTS

11.1. The content of this website, in particular texts, graphics, photos, layout, designs and product samples are the sole property of Chemnovatic Sp. z o.o. Sp. k. and are protected in accordance with the Act of February 4, 1994 On copyright and related rights (O prawach autorskich i prawach pokrewnych – Dz. U. z 2019 r. pos. 1231, z 2020 r. pos. 288) Copying, sending, including making available on the Internet, dissemination in whole or in part of any content presented on the website requires the prior consent of Chemnovatic Sp. z o.o. Sp. k.

11.2. Unless otherwise indicated, all trademarks, including trade names, logos and trademarks placed on the website of Chemnovatic Sp. z o.o. Sp. k. are protected by trademark law. Any use thereof, including reproduction, dissemination and processing, requires the consent of Chemnovatic Sp. z o.o. Sp. k.

USE AND STORAGE OF YOUR PERSONAL INFORMATION

According to art. 13 of the General Regulation on the Protection of Personal Data of 27 April 2016 (Journal of Laws UE L 119 of 04.05.2016), I inform that:

1. The Administrator of Your personal data is CHEMNOVATIC Sp. z o.o. Sp. k. in Lublin, ul. Ludwika Spiessa 9,

2. Your personal data will be processed for the purpose of concluding the contract, carrying out the order and the contract, as well as in connection with the Buyer’s rights arising in connection with the services provided by the Seller – based on Article 6 para. 1 letter b of the General Regulation on the Protection of Personal Data of 27 April 2016,

3. The recipients of your personal data will be exclusively those authorized to obtain personal data on the basis of legal provisions and participating in fulfillment of the contract,

4. Your personal data will be stored for the period resulting from the provisions of the Tax Ordinance and the Accounting Act, including for the period necessary to exercise the rights and service claims regarding the purchased goods and services,

5. you have the right to request access to personal data from the administrator, the right to rectify it, delete or limit processing and the right to data transfer,

6. you have the right to lodge a complaint with the supervisory authority,

7. providing personal data is voluntary, however, refusal to provide data may result in the refusal of the contract.

CHEMNOVATIC Sp. z o.o. Sp. k.

Ludwika Spiessa 9

20-270 LUBLIN, POLAND

tel.: +48 81 475 44 42

Email: office@chemnovatic.com

Website: www.chemnovatic.com