General Terms and Conditions of Sale

GENERAL TERMS AND CONDITIONS OF SALE OF NATAN PLAST SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ WITH ITS REGISTERED OFFICE IN ZEBRZYDOWICE

I. General Provisions.

1. Definitions:
   1. Seller – NATAN PLAST Spółka z ograniczona odpowiedzialnością with its registered office in Zebrzydowice, address: ul. Nowy Dwór 4, 43-410 Zebrzydowice, entered into the register of entrepreneurs maintained by the District Court in Bielsko-Biała, VIII Commercial Division – National Court Register under KRS number 0000216929, NIP: 6511627387, REGON: 278254682,
   2. Buyer – a legal entity, an organizational unit without legal personality placing an order or purchasing Products from the Seller, not being a consumer,
   3. Parties – the Seller and the Buyer,
   4. Products – goods manufactured by the Seller,
   5. Price List – the current standard price list for goods, transport, and other fees prepared by the Seller,
   6. GTC – these General Terms and Conditions of Sale

2. The GTC do not apply to Consumers
3. The GTC are binding on the Parties in their entirety, unless the Parties exclude the application of their provisions in whole or in part in writing. In the event of a sales contract being concluded in writing, the GTC shall apply only to the extent not regulated in the Agreement.
4. All amendments, additions to agreements, as well as all notices, declarations, etc., made by the Parties in connection with the performance of the agreement, shall be made in writing under pain of nullity, unless the Parties have agreed otherwise.
5. The Buyer is obliged to read the GTC before signing the Order or Agreement.
6. Upon signing the Order or Agreement, the Buyer is obliged to declare that they have read the GTC. The Buyer cannot claim ignorance of the GTC.

II. Product Information. Offers

1. All technical information regarding the Products in the Seller’s commercial offer (e.g., weights, dimensions, utility values, load capacity, tolerances, and other technical data) and their presentation (e.g., drawings, illustrations) are indicative only, unless usability for the purpose intended by the Agreement requires exact conformity.
2. The Seller remains bound by the offer within the period specified therein, and if no such period is specified, within thirty (30) days from the date of the offer. However, if the Seller explicitly states that the period within which it will await a response to the offer is unspecified, it will remain bound by such offer until its withdrawal. Regardless of the place where the offer is issued, all sales transactions concluded on its basis are deemed to have been concluded at the Seller’s registered office.
3. Announcements, advertisements, and catalogs of goods offered by the Seller addressed to customers do not constitute an offer and are for informational purposes only.

III. Prices.

1. The price of the Products is determined based on the Price List on the invoice date or a separate offer made by the Seller to the Buyer.
2. The Buyer cannot claim ignorance of the current Price List.
3. The Seller reserves the right to grant discounts, rebates, and organize promotions related to the Products sold at its discretion.
4. Prices are net prices and do not include VAT or other taxes and customs duties.

IV. Delivery

1. Products collected by the Buyer are considered free from defects.
2. The collection of Products confirmed by the signature of a person authorized by the Buyer on the Seller’s release document means the Buyer loses the right to any future claims related to quantitative shortages or apparent defects of the Products delivered.
3. Upon the release of the Products at the Seller’s warehouse to the Buyer or their carrier, all burdens associated with the Products, as well as all risks and dangers of accidental loss, destruction, or damage to the Products, pass to the Buyer.
4. Upon agreement by the Parties, the Seller will deliver the Products by its own transport or with the participation of a carrier to the designated location, and transport costs will be shown on the invoice documenting the sale. In any case, before the sale, in order to calculate transport costs, the Buyer is obliged to provide the final delivery location of the Products.
5. If the Products are delivered by the Seller to the location indicated by the Buyer, they are obliged to perform a quality and quantity inspection of the Products after transport and any unloading carried out by the Seller.

V. Warranty and Guarantee

1. Unless otherwise agreed in writing, the Seller grants a quality warranty for the Products for a period of 24 months from the date of delivery or the sales invoice date.
2. Under the granted warranty, the Seller undertakes, at its sole discretion, to (i) replace defective Products with new ones, (ii) appropriately reduce the price of defective Products, (iii) repair defective Products, (iv) refund the paid price, provided that the Products have been returned to the Seller at the Buyer’s expense and effort. These Terms also apply to all repaired or replaced Products.
3. The warranty does not cover products sold as
4. Gwarancja zostaje wyłączona w przypadkach:
   1. non-compliance with correct installation instructions,
   2. improper operation of the Products,
   3. use of chemical agents that may affect the structure and parameters of the Products,
   4. modification of products by the Buyer after purchase,
   5. use of Products contrary to recommendations and their intended purpose,
   6. possible color changes or color differences.
5. Gwarancją nie są objęte wady i/lub uszkodzenia Produktów powstałe w wyniku:
   1. improper transport, unloading, and storage of Products,
   2. improper design or execution of the sub-base,

1. improper and non-compliant with construction principles installation of purchased Products,
2. use of unsuitable materials or technologies for mounting the Products,
3. improper selection of Products for the type and size of loads,
4. improper use, inconsistent with the intended purpose and properties of the purchased Products,
5. natural disasters and other unforeseen accidents,
6. damage, cracking, tearing of elements resulting from so-called “material fatigue”,
7. damage, destruction, or material fatigue resulting directly from lack of filling, partial filling, or its loss during use for Geogrid systems,
8. lack of proper maintenance of Products during
9. damage.

6. This warranty is granted to the Buyer and cannot be
7. All warranty claims regarding the Products should be submitted on the complaint form: sent electronically to natan@natanplast.pl or by post to NATAN PLAST Sp. z o.o. 43-410 Zebrzydowice, ul. Nowy Dwór 4.
8. The Buyer loses their rights under this warranty if, within seven (7) days of discovering a defect revealed during the warranty period, they do not notify the Seller.
9. The period for responding to the claimant’s demands and providing a response to the complaint notification is 30 days from the date of its receipt. If an inspection of the complained Products is necessary, an authorized representative of the Seller will conduct it within a period agreed with the Buyer, documenting the action with a complaint protocol. The period may be extended in case of: (i) the need for an expert assessment of the complained products, (ii) the inability to conduct an inspection (e.g., due to weather conditions).
10. Submitting a product complaint does not release the Buyer from the obligation to make timely and full payment for the order.
11. The Parties exclude liability under the warranty for physical defects.

VI. Liability

1. In any case, the Seller’s total liability for damages to the Buyer is limited to the actual loss and the value of the Products sold.
2. The Seller is liable within the limits of actual loss, excluding, in particular, lost profits, penalties and compensation paid to third parties, indirect and consequential damages, business interruptions, and lost data.
3. The Seller is not liable for damages arising from improper and unintended use of the Products.
4. The Seller is released from liability for defects in the Products if the Buyer was aware of the defect at the time of purchase or delivery.

VII. Confidentiality. Personal Data Protection

1. Technical, commercial, and financial information in material and immaterial form that the Seller provides to the Buyer in the performance of the sales contract is confidential and constitutes a trade secret. This information includes information regarding

Products, suppliers, customers, methods, strategies, technical issues, trade secrets, processes, patents, inventions, know-how, and intellectual property rights.

2. The Parties agree that information that is or becomes generally available in a manner not related to a breach of this Agreement does not constitute confidential information.
3. The Parties are not obliged to maintain confidentiality if:
   1. disclosure of confidential information is required by law;
   2. written consent of the other Party has been obtained for the disclosure of confidential information;
   3. The Parties disclose confidential information to the extent necessary for the proper exercise of their rights and obligations under this Agreement.
4. The Buyer agrees to the processing of their personal data by the Seller and entities acting on its behalf in Poland and abroad, in connection with the performance of the Agreement and for marketing purposes related to the Seller’s activities, in accordance with the requirements of generally applicable personal data protection law, in particular with the requirements of 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 (General Data Protection Regulation or “GDPR”).

VIII. Final Provisions

1. The Seller reserves the right to introduce changes to these
2. Should any provisions of the GTC prove to be invalid, ineffective, or unenforceable, this shall not affect the validity and effectiveness of the remaining provisions of the GTC.
3. Any disputes that may arise in connection with the performance of the sale will be submitted for resolution to the court competent for the Seller’s registered office.
4. All disputes will be resolved in accordance with the law.
5. The GTC are effective from 01.2021