General terms and conditions for the sales

Publication date 09.10.2023

GENERAL TERMS AND CONDITIONS FOR THE SALES OF GOODS AND SERVICES EKOENERGETYKA-POLSKA S.A.

1. These General Terms and Conditions for the Sales of Goods and Services shall apply to agreements entered into by Ekoenergetyka-Polska S.A. pursuant to which goods or services are sold, irrespective of the basis and form in which such agreements are concluded.
2. The defined capitalised terms used the GTCS shall have the following meanings:
   • Offer – shall mean a declaration of intent to enter into an agreement on the terms and conditions indicated in the Offer and GTCS, submitted by the Contractor to the Ordering Party,
   • GTCS – shall mean these General Terms and Conditions for the Sales of Goods and Services,
   • Contractor / EE Poland – shall mean Ekoenergetyka-Polska S.A.,
   • Ordering Party – shall mean an entity that has requested the Contractor to submit an Offer,
   • Request for Proposals – shall mean information provided by the Ordering Party in any form, specifying the Ordering Party’s general requirements on the basis of which the Offer is prepared.

3. The Contractor provides a guarantee under the terms and conditions indicated in the Contractor’s General Terms and Conditions of Guarantee, available at https://ekoenergetyka.com.pl/.
4. The Offer shall not include products and costs not explicitly mentioned in the Offer, including:
   • installation, commissioning, acceptances (including by the Office of Technical Inspection), if not explicitly indicated in the Offer,
   •  software supply,
   • design, construction, connection work,
   • administrative permits,
   • transformer station,
   • land surveys, delivery and installation of foundations,
   • delivery and laying of cables,        
   • branding of charging stations.
5. The Contractor shall provide a CE declaration of conformity for the supplied charging stations and technical documentation in Polish.
6. Should the guidelines provided in the Request for Proposals or other terms and conditions of performance change, the Contractor reserves the right to amend the Offer.
7. Should the delivery take place outside Poland, the Ordering Party shall, at the Contractor’s request, confirm the delivery and the implementation of the service, in particular by handing over the international consignment note (CMR), returning the confirmed stock issue information (WZ document), handing over the signed protocol of the delivery or the implementation of the service, confirmation by e-mail.
8. Any general terms and conditions of purchase, sales, etc. applied by the Ordering Party shall be hereby excluded, unless otherwise agreed by the Parties in writing.
9. The Contractor shall not be liable for failure to meet the deadlines indicated in the Offer due to force majeure, understood as an external circumstances beyond the control of the Parties which could not have been prevented or foreseen with due diligence, including in particular an epidemiological emergency related to COVID-19 or due to the aggression of the Russian Federation against Ukraine. The Contractor shall immediately inform of any changes to the Offer caused by said circumstances.
10. The Contractor may carry out its obligations with the assistance of any subcontractors, to which the Ordering Party consents by accepting the Offer.
11. Should the Offer be accepted, the Contractor shall inform the Ordering Party of the planned delivery date sufficiently in advance. The Ordering Party shall collect the charging stations and properly prepare the delivery and installation site, which shall include the provision of a connection as well as obtaining all approvals, permits and permissions necessary for the installation of the products (if applicable) and their operation (unless otherwise specified in the Offer). Should the delivery of the products require any contact with third persons other than the Contractor’s subcontractors (e.g. with other carriers who are to deliver the consignment at the delivery site on the scheduled delivery date), the Ordering Party shall properly coordinate the delivery with such third persons to enable the Contractor’s obligations towards the Ordering Party to be fulfilled.
12. Should the Offer be accepted, the Ordering Party shall collect the ordered products and services.
13. By accepting the Offer, the Ordering Party declares that it has read the specifications attached to the Offer and has no objections as to their content. The Contractor does not guarantee that the products and services supplied will have, achieve, or meet conditions, parameters, characteristics, or functionalities not expressly indicated in the attached specifications and does not in any way, expressly or by implication, guarantee commercial suitability or fitness for the purpose intended by the Ordering Party. Should the goods or services not achieve or possess any characteristics, parameters, specifications, or functionalities not expressly mentioned in the attached specifications, this shall not constitute their defect or any other type of improper performance by the Contractor. Any objections or comments should be immediately notified to the e-mail address indicated at the beginning of the Offer.
14. The goods shall be delivered to the Ordering Party EXW as per Incoterms 2020. The goods shall be issued and available at the Contractor’s warehouses at: Nowy Kisielin – Rozwojowa 7a, 66-002 Zielona Góra. 
15. The Contractor reserves the right to withhold the deliveries and services specified in the Offer and to store the ordered products at the Ordering Party’s cost and risk in case of delay in payment of any part of the consideration under any contractual relationship between the Contractor and the Ordering Party.
16. In case of delay in payment of any part of the consideration under any contractual relationship between the Contractor and the Ordering Party, the Contractor shall be entitled to set an additional final deadline for payment of the overdue amount. Upon the ineffective expiry of the latter, the Contractor reserves the right to withdraw from the agreement entered into as a result of the acceptance of the Offer, in whole or in the selected part. The right of withdrawal shall be exercised within one month of the expiry of the specified additional payment period.
17. Should it not be possible to collect or install the charging stations within the timeframe specified in the Offer, the Ordering Party shall cover the costs of storing the charging stations and any additional costs incurred by the Contractor, including the costs of re-transporting the charging stations to the place of delivery on the basis of a separate invoice. Notwithstanding the above, if the delivered goods are stored in accordance with the above conditions, the Contractor shall also be entitled to invoice and claim 100% of the remuneration for the stored goods.
18. Unless otherwise expressly stated in separate documentation, separate licence terms and conditions, etc., the Contractor shall not transfer any copyright or grant any licence to the Ordering Party for the content to be supplied. 
19. The Parties hereby exclude the application of Article 68¹ of the Civil Code.
20. The Ordering Party consents to the assignment of the receivables to a third party.
21. The Offer and, should the Offer be accepted, the legal relationship established as a result of its acceptance shall be governed by Polish law, with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention, CISG), and the choice-of-law rules of private international law. Any disputes shall be settled by the Polish common court of law having jurisdiction over the Contractor’s registered office.
22. The Contractor’s liability under the statutory warranty for defects in goods and services supplied shall be excluded.
23. To the broadest extent allowed under generally applicable legislation, the Contractor’s liability for improper performance of an obligation under the Offer shall be limited to 100% of the net remuneration specified in the Offer and shall cover only the direct actual damage caused by the Contractor’s improper performance, with the liability for indirect damage and lost profits excluded.
24. No other general terms and conditions for orders, sales, provision of services and the like shall apply unless otherwise agreed in writing by the Parties or indicated otherwise in the Offer.
25. All documents attached as appendices to the Offer shall form an integral part thereof.
26. Unless otherwise specified in the Offer, any amendments to the agreement entered into as a result of the Offer acceptance shall be in writing under pain of nullity.
27. The Contractor declares that it is a “large entrepreneur” within the meaning of the Act of 8 March 2013 on the Prevention of Excessive Delays in Commercial Transactions.