1. All deliveries and offers from „Retech” Sp. z o. o. (hereinafter referred to as RETECH) are based on these General Terms and Conditions of Sale and Delivery (GTC). They constitute an integral part of all contracts concluded by RETECH with its contractors (hereinafter referred to as customers) for goods offered by RETECH or ordered from RETECH. To the extent that a contract subject to these GTC concerns the sale and/or delivery of movable goods, these GTC apply regardless of whether RETECH manufactures these movable goods itself or purchases them from suppliers. The customer is obliged to familiarize themselves with these GTC before placing an order. Placing an order by the customer constitutes acceptance of these GTC by the customer at the time of placing the order.
2. These General Terms and Conditions of Sale and Delivery (GTC) apply exclusively. Deviating, contradictory, or supplementary general terms and conditions of the customer become part of the contract only if and to the extent that RETECH has expressly agreed, in writing under the pain of nullity, to their application. This requirement for written consent under the pain of nullity applies in all cases, even if RETECH performs services for the customer without reservation, knowing the customer’s general terms and conditions. Even if RETECH refers to a letter containing or referring to the terms and conditions of the customer or a third party, this does not constitute consent to the application of those general terms and conditions, unless such consent has been expressly given by RETECH in writing under the pain of nullity.
3. These GTC apply to all entities purchasing goods from RETECH, regardless of their legal form, excluding consumers.
4. Unless otherwise agreed, these GTCS also apply to all future contracts with the customer, even if they are not separately agreed again and without RETECH having to refer to them again.
5. Legally significant declarations and notifications from the customer in relation to the contract (e.g. setting deadlines, notification of defects, cancellation or reduction of an order) may be made by e-mail.

1. The contractual obligations of RETECH result from the contract concluded in accordance with 2.2 in connection with other provisions of these GTC.
2. RETECH reserves the right to make changes to the design and production process, as well as to change the production location of the goods, taking into consideration § 2.4, provided that these changes do not affect the form and (agreed) quality of the goods. In particular, RETECH will ensure that the goods continue to comply with the samples and/or technical drawings approved by the customer, even in case of changes to the design, production process or production location.
3. RETECH guarantees that the goods delivered to the customer comply with recognized technical rules and generally applicable statutory provisions (e.g., provisions concerning environmental protection). If the goods are to be used in a specific environment for which special regulations or standards apply (e.g., accident prevention regulations, requirement for official permits, etc.), the customer has to notify RETECH thereof no later than before concluding the contract of sale, and to enter into a special quality agreement with RETECH.
4. RETECH may be dependent on the cooperation of third parties (e.g., suppliers, subcontractors, etc.) in the performance of the delivery being the subject of the contract. RETECH is entitled to provide these entities with documents that are not publicly available and that the customer has provided to RETECH (e.g., technical drawings, illustrations, calculations, and descriptions) in anonymized form, removing all references to the customer’s authorship, to the extent necessary for the purpose of performance of a delivery encumbering that entity. RETECH is responsible for ensuring that these entities respect the confidentiality of these documents and return them after delivery, and delete/destroy any copies.
5. Performance of the contract is subject to the absence of any impediments to the provision of deliveries resulting from national or international regulations, in particular regulations regarding export controls, embargoes, and economic sanctions. The parties undertake to provide all information and documents required for export/transfer/import. Delays caused by export controls or authorization procedures affect delivery dates and times. If the necessary permits are not granted, the contract is deemed not to have been concluded with respect to the relevant items. Claims for damages due to failure to meet deadlines or to perform the contract in the circumstances described in this point are excluded.

1. RETECH selects the shipping method, means of transport, and packaging at its own discretion. If the customer requests a specific shipping method, packaging, or means of transport, the customer will bear the resulting additional costs. The same applies if the customer specifies a different delivery address after concluding the contract.
2. Unless the Parties have agreed otherwise, RETECH is entitled to make partial deliveries.
3. Delivery times are given only as estimates, unless a specific/fixed period or a specific/fixed date is expressly indicated or agreed upon. If delivery dates are agreed upon, they refer to the time of handover to the freight forwarder, carrier, or other person commissioned with the transport, unless RETECH expressly states otherwise.
4. The delivery period begins upon conclusion of the contract, but not before receipt of all documents, permits, and information to be provided by the customer and/or any advance payments or prepayments to be made. The delivery period is deemed met if the goods are ready for collection before its expiry (hereinafter readiness for collection) or, in the case of agreed shipment, the goods have been shipped and the customer has been notified of their readiness for collection or shipment. RETECH’s compliance with the contract deadline is subject to the customer fulfilling all contractual and cooperation obligations that the customer has to fulfill before the RETECH performance deadline. RETECH is not liable for any delays in performance if the customer has been late in fulfilling such obligations.
5. RETECH reserves the right to adjust the delivery date if, after concluding the contract, the customer requests changes to the type and scope of RETECH considerations covered by the contract.
6. RETECH is entitled to deliver the goods to the customer up to one week earlier than originally scheduled without the need to obtain the customer’s consent. However, RETECH will inform the customer of any earlier delivery at the right time.
7. Without prejudice to RETECH’s rights arising from the customer’s failure to fulfil its obligations, RETECH may withhold performance for the period in which the customer fails to fulfil its contractual obligations towards RETECH.
8. The delivery time will be extended appropriately in the event of industrial disputes, in particular strikes and lockouts, as well as in the event of unforeseen, unavoidable events for which RETECH is not responsible (e.g., breakdowns, telecommunications disruptions, official interventions, delays in the delivery of essential raw materials, confiscation, energy supply difficulties, war, uprisings, embargoes, epidemics, pandemics, and natural disasters) that significantly affect the performance of RETECH. This also applies to situations where these circumstances occur with subcontractors. RETECH is not liable for the above-mentioned circumstances, even if they occur during an already existing delay.
9. If RETECH is in delay with delivery or if delivery becomes impossible for any reason, RETECH’s liability is limited to compensation for damages in accordance with § 10 of these GTC. RETECH is not liable for its own delay in delivery or service if it is caused by a supplier failing to deliver on time and the supplier in question has been designated by the customer as the required supplier.
10. If RETECH cannot keep the agreed delivery date, RETECH shall promptly inform the customer and simultaneously agree on a new delivery date. Notification of the inability to meet the delivery date before its expiry releases RETECH from liability for failure to meet the deadline. If RETECH is also unable to meet the new delivery date, RETECH will be entitled to withdraw from the contract in whole or in part, as appropriate; in such a case, RETECH shall promptly refund any payments already received from the customer.
11. If the customer has requested an extension of the delivery date and RETECH has agreed to this, RETECH may charge the customer, starting from the first week following the previously agreed delivery date, the costs of storing the goods in the amount of at least 0.5% of the gross price of the stored goods for each week, but not more than a total of 5% of the gross price of the stored goods. If the customer does not collect the goods within the additional period set by RETECH, RETECH has the right to withdraw from the contract.
12. The customer is responsible for the immediate unloading of the goods. Any costs incurred due to unreasonable waiting for the goods to be unloaded will be borne by the customer.
13. In the event of cancellation, revocation or withdrawal of the order, the customer is obliged to cover all costs incurred by RETECH in connection with the cancellation, revocation or withdrawal of the order by the customer.
14. Delivery of goods to the customer occurs by handing over the goods to the customer. Unless otherwise agreed, handing over the goods to the customer constitutes collection of the goods by the customer. If the customer transports the goods on their own, the goods are handed over to the customer upon release of the goods from RETECH’s warehouse. If the goods are transported by RETECH, the goods are handed over upon unloading the goods at the location designated by the customer.
15. In each case referred to in point 14 above, the customer is obligated to authorize the person present at the time of delivery of the goods to confirm the delivery of the goods. The parties assume that the person present at the time of delivery of the goods, who confirms the delivery of the goods on behalf of the customer, was authorized to do so by the customer, and the customer will not dispute this authorization.
16. Upon handing over of the goods to the customer, ownership of the goods is transferred to the customer, along with all costs and risks associated with accidental loss or damage to the goods.

1. Subject to § 5. 5, the prices in force at the time of conclusion of the contract shall apply.
2. Prices apply to the scope of deliveries specified in the order confirmation or offer submitted by RETECH and accepted by the customer. Additional or special services will be invoiced separately. Prices are quoted in PLN, EUR, or USD (currency selection based on individual arrangements) plus statutory VAT, customs duties and fees, and other public charges for export deliveries.
3. In the absence of special agreements, payment has to be made by bank transfer within 14 days of the invoice issuance date to RETECH’s bank details provided on the respective invoice. RETECH is entitled at any time, even within the framework of an ongoing business relationship, to perform the delivery, in whole or in part, solely against advance payment or prepayment. RETECH will declare such reservation no later than with the order confirmation or offer. The date of receipt of payment by RETECH is decisive for the payment deadline. If the customer fails to pay on time, RETECH is entitled to charge interest at the maximum rate (article 359 § 2¹ of Polish Civil Code) or interest at the statutory rate, whichever is higher.
4. If the customer is required to pay an advance payment, an earnest, or a down payment, and the payment is not received within 3 business days of the order confirmation date, RETECH has the right to unilaterally withdraw from the contract without providing the customer with an additional payment deadline. In the event of withdrawal, RETECH shall not bear any liability or costs arising from such withdrawal. In particular, RETECH shall not be liable for any damages resulting from the withdrawal from the contract.
5. Failure to pay on time by the customer entitles RETECH to:a. change the terms of sale (e.g., by introducing prepayments), andb. withhold performance of orders or demand that the customer pay the price before the delivery date of the goods resulting from other orders already accepted for performance.
6. The customer may offset counterclaims against RETECH only if the customer’s claims are undisputed or have been established by a final and legally binding judgment of a court, are due and payable and arise from the same contract as the RETECH claims that are the subject of the offset.
7. Oral agreements and assurances of RETECH employees are binding on RETECH only if they are confirmed in writing or in a documentary form, otherwise they are null and void
8. In the event of changes in fees and costs beyond RETECH’s control, in particular foreign exchange rates, the cost of purchasing raw materials, or other materials, which affect the price, arising between the conclusion of the contract and delivery, RETECH reserves the right to change the price to an appropriate extent. Price changes require the customer’s consent. If the customer does not consent to the price change, RETECH is entitled to unilaterally withdraw from the concluded contract without incurring any liability or costs associated with withdrawal.
9. All prices quoted are net prices, to which VAT must be added. Prices are determined ex RETECH warehouse, unless the parties agree otherwise.
10. The customer’s claims against RETECH cannot be transferred to any entities without the prior written consent of RETECH, under the pain of nullity.
11. If, after conclusion of the contract, it turns out that RETECH’s claim for payment is at risk due to the customer’s inability to pay, RETECH is entitled to withhold the performance until the customer has paid the full price as an advance payment; RETECH may set an appropriate deadline for this purpose for the customer and, after its ineffective expiry, withdraw from the contract.
12. Unless the customer expressly states otherwise, payments made by him shall be credited first towards ancillary receivables (in particular interest) and then towards the principal receivables and the earliest due receivables.
13. RETECH is entitled to transfer receivables due to the customer to a third party without the customer’s consent.
14. Submitting any complaint, including under the quality guarantee or warranty for defects, does not entitle the customer to withhold payment for the delivery.
15. The Parties agree that with respect to documents prepared in written, documentary, or electronic form by RETECH regarding the delivery of goods, in particular:a. documents containing information on the return of goods,b. a document containing information on the amount of a discount, rebate, or other price reduction granted,c. a document containing information on an obvious error,the customer accepts that the information contained in the aforementioned documents constitutes the basis for issuing a corrective VAT invoice by RETECH (negative invoice correction) for the quantities and values ​​(amounts), including the amount of VAT, resulting from the above-mentioned documents.
16. Conditions resulting in a reduction of the tax base within the meaning of the provisions of the Act on Value Added Tax for goods delivered by RETECH shall be deemed by RETECH and the customer to have been agreed and implemented between them within the meaning of the provisions of this Act in the settlement period in which RETECH issued the corrective invoice.

1. RETECH reserves the right of ownership of the delivered goods until full payment for these goods by the customer (secured claims).
2. The customer is obliged to treat the goods owned by RETECH with due care and insure them at the expense of the customer against theft, flooding, fire and other damage.
3. Goods subject to retention of title may not be pledged to third parties or transferred as security until the secured claims have been fully repaid. The customer must immediately notify RETECH in writing if an application is filed to initiate bankruptcy proceedings or if third parties gain access to goods belonging to RETECH (e.g., seizure or confiscation).
4. In the event of an infringement of the contract by the customer, RETECH is entitled, in addition to the rights set out in § 5.6, to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods based on the retention of title. The demand for the return of the goods does not include a declaration of withdrawal from the contract; RETECH is also entitled to demand only the return of the goods and to reserve the right of withdrawal. If the customer fails to pay the purchase price due, RETECH may demand the return of the goods only if the customer has previously been granted a reasonable payment deadline which lapsed ineffectively or if the granting of such an additional deadline is unnecessary according to the statutory provisions.
5. The customer is authorized to resell and/or process the goods subject to retention of title in the ordinary course of business until RETECH revokes this authorization (in accordance with letter c below). In such case, the following provisions shall also apply:
   1. the provisions of Polish Civil Code, in particular its article 193, shall apply to goods subject to the reservation of ownership of RETECH combined or mixed with other items.
   2. the customer assigns to RETECH by way of security all claims against third parties arising from the resale of the goods or product after conclusion of the contract, in full or up to the amount of the co-ownership share in accordance with the above provision. RETECH accepts the assignment.
   3. The customer remains authorized to assert the claim alongside RETECH. RETECH undertakes not to assign the claim provided the customer fulfills its payment obligations to RETECH, is not insolvent, and RETECH does not assert a retention of title. RETECH may demand that the customer notify RETECH of the assigned claims and their debtors, provide all information necessary for enforcement, hand over relevant documents, and inform the debtors (third parties) of the assignment. Furthermore, if the customer is in delay with payment for the goods, RETECH is also entitled to revoke the customer’s authorization to resell and process the goods, which the retention of title includes.

1. The place of performance for all obligations arising from the contractual relationship is RETECH’s registered office, unless otherwise agreed in the contract. If RETECH is also responsible for installation, the place of performance is the location where the installation is to take place.
2. The risk of accidental loss or damage to the goods passes to the customer at the latest upon handover of the delivery item to the forwarder, carrier or other third party designated to carry out the shipment.
3. If shipment or handover is delayed due to circumstances for which the customer is responsible, the risk of accidental loss or damage to the goods passes to the customer from the day on which the delivery item is ready for shipment and RETECH has notified the customer thereof.
4. If the customer delays receipt of or refuses to accept the ordered goods, RETECH has the right, at its discretion:

1. 1. to withdraw from the contract and claim damages, after issuing a written reminder giving the customer a reasonable deadline for receipt of the goods and after the expiry of that deadline;
   2. to deliver the goods to the customer’s registered office at the customer’s expense and risk, issuing an invoice to the customer for the sale and transport of the goods, including the sale price and transport costs.

1. RETECH guarantees in accordance with this § 8 that the delivered item is free from intellectual property rights of third parties.
2. If the delivered item infringes the intellectual property rights of a third party, RETECH will, at its sole discretion and expense, but always in consultation with the customer, modify or replace the delivered item so that the third party rights are no longer infringed but the delivered item continues to fulfill the functions agreed upon in the contract, or will grant the customer the right of use by concluding a license agreement with the third party. Any claims for damages by the customer are subject to the limitations set out in § 10 of these GTC.
3. Notwithstanding § 8.1 and 8.2, if the delivery item is manufactured according to the customer’s exact specifications (e.g. based on technical drawings provided by the customer to RETECH), the customer itself guarantees that the delivery item is free from third-party intellectual property rights and RETECH is indemnified by the customer against all claims.
4. Each party to the contract will promptly notify the other party in writing if any claims are brought against it for infringement of such rights. The parties are obliged to support each other in such a case.

§9Claims related to defects of the goods

1. Upon handing over of goods, the customer is obliged to verify the quantity of the goods being delivered. Any reservations or deficiencies must be reported to RETECH in writing, otherwise being null and void, and noted on the delivery note. The customer has the right to submit quantity complaints only until the handing over of the goods is confirmed, otherwise the customer loses the right to invoke any quantity defects at a later date, in particular the customer loses the right to claim compensation or additional delivery of goods. If the customer does not raise any objections to the quantity of the goods delivered until the goods are handed over, it is assumed that the goods are delivered without any quantity defects.
2. Upon handing over of the goods, the customer is obliged to check the quality of the goods being delivered. Under the terms set forth in this 9, excluding the provisions of Polish Civil Code, RETECH grants the customer a quality guarantee for the goods delivered by RETECH, for a period of 12 months from the date of delivery.
3. RETECH is responsible only for a defect that manifested itself during the quality guarantee period and about which the customer notifies RETECH during the quality guarantee period, immediately after its manifestation, but no later than 7 days from the date of its manifestation, taking into consideration the following provisions of this 9. Failure by the customer to notify RETECH of a manifested defect within the specified timeframe during the quality guarantee period excludes the customer’s claims in respect of the quality guarantee.
4. The customer has the right to submit complaints regarding the quality of the goods:

1. 1. in terms of obvious quality defects of the goods, i.e. defects visible to the naked eye and noticeable upon handing over the goods: the customer shall have the right to report them to RETECH in writing or else they shall be null and void, noting them down in the delivery document, not later than upon when it is handed over the goods, or else the customer shall lose its right to invoke the defects at a later date and there shall be deemed that RETECH delivered to the customer the goods without quality defects, in accordance with the contract;
   2. in terms of defects other that mentioned in (a) above: the customer shall have the right to report them to RETECH within 7 days of their manifestation, or else the customer shall lose its right to invoke the defects at a later date and there shall be deemed that RETECH delivered to the customer the goods without quality defects, in accordance with the contract.

5. The entire correspondence within the scope of the guarantee the customer shall prepare in a written form or by e-mail, to addresses indicated in the contract.
6. Notification of the defect shall comprise relevant documentation demonstrating occurrence of the defect.
7. The goods are free from physical defects if, at the time of transfer of risk, they are of the quality agreed in the contract and are fit for the purpose specified in the contract (the requirement of fitness for a specific purpose is hereinafter referred to as subjective requirements). Subjective requirements are binding on RETECH only if they have been agreed in writing in the order confirmation or offer.
8. If the goods are defective at the time of transfer of risk, RETECH shall be obliged, at its discretion, to replace the defective goods with the goods free from defects (replacement delivery) or to remedy the defect free of charge (repair). To the extent permitted by law, the customer’s right to substitute performance and subsequent recovery of the necessary expenses is excluded. RETECH is entitled to withhold the replacement delivery/repair until the customer has paid the due purchase price. The customer shall always provide RETECH with the necessary time and opportunity to carry out any corrective measures or replacement deliveries deemed necessary in RETECH’s reasonable discretion, in particular in order to submit the complained goods for inspection or to allow access to these goods; otherwise, RETECH shall not be liable for delays in the replacement delivery/repair.
9. RETECH shall repair the goods or replace them with the goods free from defects within the period of 30 days as of the notification of the defect by the customer, unless observance of that term, due to applied technology of production or manner of repair, is not possible. In such case, the above-mentioned term is subject to an adequate extension by the period of occurrence of circumstances not attributable to RETECH.
10. RETECH is not liable for defects of which the customer is aware. For goods intended for assembly or other further processing, inspection must always be carried out immediately before processing. If a defect is discovered during delivery, inspection, or at any later time, RETECH must be notified immediately in writing. Notification of defects must be submitted by the customer in writing, along with relevant documents and samples, and, where applicable, photos. RETECH is not obliged to return goods returned to it without its prior consent or to arrange for their storage. If the customer fails to properly inspect the goods and/or fails to report defects, RETECH’s liability for defects that were not reported, were not reported in time, or were not reported correctly is excluded.
11. Furthermore, RETECH is not liable for defects caused by a supplier (e.g. defective material) that has been designated to RETECH by the customer as a mandatory supplier.
12. In the event of defects of components from other manufacturers that RETECH cannot remedy for reasons arising from intellectual property rights or factual circumstances, RETECH, at its sole discretion, will pursue guarantee claims against the manufacturers and suppliers for the customer or assign them to the customer. Guarantee claims against RETECH for such defects are only available under different conditions and in accordance with these GTC if the legal pursuit of the above-mentioned claims against the manufacturer and supplier has been unsuccessful or is ineffective, e.g., due to insolvency. The quality guarantee period granted by RETECH to the customer is suspended for the duration of the legal dispute with the supplier/manufacturer of such components.
13. The quality guarantee period is one year (12 months) from delivery or, if acceptance is required, from acceptance.
14. The guarantee expires if the customer modifies the delivered item or has it modified by a third party without RETECH’s consent. In each case, the customer bears costs of repairing the defect resulting from the modification.
15. Exercise of rights vested with the customer due to the guarantee granted, in particular the repair of the goods or their replacement with the goods free from defects by RETECH neither entails the prolongation of the guarantee period nor causes the guarantee period start anew.
16. Due to granting of the quality guarantee, the Parties hereby exclude the statutory warranty for defects.
17. The goods processed in any way by the customer shall not be complained about in terms of their quality.
18. RETECH is not liable for defects of the goods resulting from improper storage or further processing.
19. RETECH is not liable for any damages resulting from or in connection with a defect and/or damage to the goods subject to a complaint.
20. RETECH is not liable for the customer’s lost profits due to a defect and/or damage to the goods subject to a complaint.
21. All deliveries of used items agreed with the customer in individual cases are made with the exclusion of any liability for physical defects, under any possible legal grounds.
22. RETECH does not grant any guarantee for defects caused by:

Without prejudice to mandatory provisions of law, RETECH’s liability in each case in which it is not excluded is limited to actual damage resulting from intentional misconduct or gross negligence, and to the selling price of the goods to which the damage relates or in connection with which the damage occurred.

The Parties undertake to comply with applicable data protection regulations – in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (GDPR) and the Act of 10 May 2018 on the protection of personal data, and to process personal data in accordance with them in order to achieve the purpose of the contract.

1. The customer undertakes to keep all information made available to it within the framework of the contractual relationship with RETECH, including prices, illustrations, plans, drawings, calculations, manufacturing instructions, product descriptions, and other information relating to inventions, ideas, concepts, sketches, and designs (hereinafter collectively referred to as Information), strictly confidential and not to disclose it to third parties, even under an appropriate confidentiality agreement with such third parties. The customer shall ensure, through appropriate agreements, that its employees and representatives are also bound by confidentiality obligations in accordance with the provisions of this § 12. The customer shall also provide RETECH with written proof of this upon request.
2. The customer undertakes to use the information solely for the purposes of the given contractual relationship, not to use it for commercial purposes and not to make it the subject of its intellectual property rights.
3. The above obligations do not apply to information that the customer can prove was lawfully known to them before receiving it from RETECH, that was publicly available before receiving it from RETECH, that became publicly available after receiving it from RETECH, for which the customer is not responsible, or to information that was made available to the customer at any time by a third party authorized to do so to the customer’s best knowledge. Finally, the above obligations do not apply if the customer is legally obliged to disclose the information in court, official proceedings, or other proceedings.
4. This confidentiality obligation, including its limitations, shall apply for a further ten years after the date of completion of performance of the relevant contract concluded between RETECH and the customer, unless a confidentiality obligation extending beyond this period results from statutory provisions.