General Terms and Conditions of Contracts (hereinafter "GTC") dated 20.02.2024:

1. These T&Cs set out the rules for the conclusion of contracts and their performance with respect to contracts for the sale or delivery of goods offered by "ŻELTECH" Spółka z ograniczoną odpowiedzialnością with its registered office in Żywiec (34300), at ul. Kazimierza Tetmajera 89A, registered in the Register of Entrepreneurs of the National Court Register kept by the District Court in Bielsko-Biała VIII Economic Department of the National Court Register, under KRS number: 134363, NIP: 5530100580, with a share capital of PLN 110,000.00 (hereinafter "Żeltech"), including
   particularly but not exclusively plastic profiles ("Profiles") and the tools necessary to produce Profiles (hereinafter "Tools"), (collectively " Goods").
2. GTCs are an integral part of all contracts for the sale or delivery of Goods, concluded by Zeltech. The T&Cs shall be deemed to have been accepted and accepted in full as of the date the customer places an order for the Goods.
3. The T&Cs are available on Zeltech's website, at www.zeltech.pro, as well as at Zeltech's headquarters.
4. Information provided to the public by Zeltech, including those posted on the Zeltech website, in catalogs, brochures does not constitute an offer within the meaning of the Civil Code, and its nature is purely informational and illustrative.
5. In the case of submitting the first inquiry for the Goods, in order to start the production of the specified Goods by Zeltech, together with the inquiry the customer shall send Zeltech the design and technical documentation of the Goods and all other information and documents necessary to start the production of the Goods, including in particular, but not limited to, the production by Zeltech of the Tools necessary for the production of the Profiles to which the inquiry submitted by the customer relates (hereinafter referred to as the "Documentation").
6. In the event that the Documentation entrusted to Geltech constitutes a work within the meaning of the Act
   of February 4, 1994 on Copyright and Related Rights, as of the date of submitting a request for quotation for the Goods and sending Żeltech the Documentation, the customer, without the need for additional statements, grants to Żeltech a free and unlimited in time and territory license to use the
   of the Documentation to the extent and for the purpose, and in the fields of exploitation necessary for the production of the Goods. Zeltech, for the purpose indicated in the preceding sentence, shall be entitled to use the Documentation in the following fields of exploitation:
   1. fixation and reproduction of the Documentation or parts thereof - production of copies of the Documentation using any available techniques,
   2. Entering the Documentation into computer memory, internal ICT networks, including intranet,
   3. use for any purpose related to the submission of an offer, the conclusion of a contract with a customer for the production of Goods and a Sample Lot, the production of Goods and at any stage of the production process of Goods.
7. In the event that any claims are directed to Zeltech by third parties for infringement of their rights, including in particular, but not limited to, copyrights or moral rights to the Documentation or any part thereof, or the solutions included in the Documentation, the Customer agrees to indemnify Zeltech for such infringement, to intervene in any pending proceedings, and to pay all damages arising from the direction of such claims to Zeltech.
8. As of the date of submitting a request for quotation for the Goods and sending the Documentation to Zeltech automatically, without the need for additional statements, the Customer declares and undertakes that the Documentation and its use by Zeltech according to the content of the request for quotation submitted by the Customer and the order and these T&Cs do not violate the rights of third parties and the creator(s) of the Documentation undertook not to exercise rights arising from personal copyrights in the Documentation.
9. Requests for quotations for Goods are submitted by customers only in the form stated in writing,
   via email at kontakt@zeltech.pro or the inboxes of sales staff. The request for quotation for the Goods must include an inquiry about the possibility of manufacturing the quantity of Goods indicated by the customer and the price for their manufacture.
10. After receiving a request for quotation, Zeltech decides in each case whether to make an offer. If an offer is made, Zeltech, in response to a request for quotation, sends the customer, via e-mail, an offer indicating the price, the terms and conditions of its payment and the estimated expected completion date depending on production capacity, calculated from confirmation of acceptance of the order for execution.
11. In response to the offer, the customer, via e-mail, submits an order, which should contain, in particular, the following information: designation of the ordering party, designation of the goods, net unit price, expected delivery date, terms of packaging and transportation (hereinafter "Order"). Zeltech shall be entitled not to accept the order for execution, regardless of the reason, which shall in no case give rise to any claims on the part of the customer against Zeltech, including in particular, but not limited to those of a compensatory nature.
12. Confirmation of acceptance of the Order for execution (hereinafter "Confirmation") Zeltech delivers to the customer
    via email. The customer's order shall not be binding on Zeltech until it is expressly accepted, as indicated above and to the extent of the Confirmation.
13. In the Confirmation, Zeltech shall indicate the price and date of production of the Goods, as well as the amount of the advance payment, if the customer is required to pay it in accordance with paragraph 27 below. The contract is considered to be concluded upon delivery of the Confirmation to the customer.
14. The Customer acknowledges that in the case of placing an initial Order for Goods, in order for Zeltech to begin production of the specified Goods, it is necessary for Zeltech to execute the following
    In the first place, Tools necessary for the production of Profiles for which the Order was placed by the customer and the so-called. "trial batch" of Profiles in a quantity at the discretion of Zeltech, appropriate from a technical or technological point of view, unless the parties have expressly agreed otherwise in a form stated in writing (hereinafter "Trial Batch"). The price for Tools also includes the price for the Trial Lot.
15. The Customer acknowledges and agrees that the Tools assume a limited life span and that once they are used up, in order to continue production of the Profiles according to the Customer's Order, it will be necessary to re-manufacture the Tools, at the Customer's order and expense. In each case, Zeltech will inform the customer about the consumption of the Tools in the form stated in writing, via e-mail.
16. The provisions of the T&C for Goods shall apply to the Trial Lot accordingly.
    In terms of making acceptance, complaints. Upon receipt of the Sample Lot, the customer shall, within 14 days, examine the Sample Lot and make a statement to Geltech, in the form indicated in paragraph 9 above, that the Sample Lot conforms to the Documentation, and is fit for use as intended
    and is free of defects. Regardless of the content of the statement made by the customer and also in case of failure to make a statement, the customer is obliged to pay the price for the Tool. Customer acknowledges and agrees that Zeltech shall not be obligated or authorized to commence production of the Profiles ordered by Customer prior to delivery to Zeltech of the statement referred to in the second sentence above. The need to modify or redo the Tools and Sample Lot will be the subject of a separate agreement between the parties, which requires written form to be valid.
17. Zeltech will inform the customer of the readiness of the Goods or Sample Lot for collection in the form stated in writing, via e-mail.
18. Reception of the Goods or the Sample Lot shall take place in each case, unless otherwise expressly agreed by the parties in the form stated in writing, at the headquarters of Zeltech, at ul. K. Tetmajera 89A, 34-300 Zywiec, with the proviso that the collection takes place from Monday to Friday, except on public holidays
    from work, from 6:00 a.m. to 2:00 p.m.
    Zeltech shall not be obliged to provide transportation service or to bear any transportation or delivery costs, unless the parties have expressly agreed otherwise in a form stated in writing.

19. Receipt of the Goods or the Sample Lot shall be confirmed by the parties in each case by signing a WZ document and in the case indicated in Paragraph. 21 below, or refusal to sign the WZ document, through unilateral signing of the WZ document by Zeltech.
20. As of the signing of the GM document in the manner indicated in para. 19, the risk of damage or loss of the Goods shall pass to the customer.
21. If the customer fails to collect the Goods or the Sample Lot in whole or in part by the date indicated in the Confirmation, Zeltech shall charge a fee of PLN 100 for each calendar day started, as compensation for non-contractual use of Zeltech's property. The billing period will be a calendar month, and the remuneration for non-contractual use will be payable within 7 days from the date of issuance of the note.
22. The customer is obliged to carry out the quantitative and qualitative acceptance of the Goods covered by the order, with the quantitative and qualitative acceptance in terms of undiscovered defects taking place at the time of delivery (collection) of the Goods to the customer at the headquarters of Zeltech. Quality acceptance for the remaining defects will be carried out by the customer
    Within 3 days from the date of delivery (issue) of the Goods. Quantitative and qualitative complaints must be in writing or stated in writing (e-mail) to be valid. Failure to comply with the above deadlines shall mean acceptance of the Goods without reservation. Objections or complaints submitted after the expiration of the deadlines and in a manner different from that indicated in the preceding sentences of this provision may be left without consideration, which shall not constitute a breach of the obligations of Zeltech and shall not constitute grounds for any claims by the customer, including in particular, but not limited to those of a compensatory nature.
23. The customer is obliged to adequately protect and deliver to Geltech the Goods that are the subject of the complaint. Zeltech will endeavor to consider the reported complaint within a reasonable period of time counting from the date of delivery to Zeltech of the Goods that are the subject of the complaint. If the complaint is accepted, the removal of the physical defect or workmanship defect shall be carried out
    within a technically and technologically appropriate period of time, counting from the date of delivery of the Goods covered by the complaint to the disposal of Zeltech, with the transfer to be made in the original packaging or, in the absence thereof, in packaging equivalent to the original from the point of view of mechanical safety, together with a written, detailed description of the reported defect or failure.
24. The price for the Goods, subject to the parties' agreement to the contrary, which requires written form to be valid, indicated in the Confirmation (hereinafter "Price"), shall be payable within 14 days from the date of the VAT invoice (unless otherwise agreed), by wire transfer to the account indicated in the VAT invoice. Zeltech declares that it allows the adoption of billing rules different from those indicated in the preceding sentence,
    In particular, for Tools. The basis for issuing a VAT invoice shall be the WZ document, signed in accordance with the rules indicated in Paragraph. 19 above. In the event of a delay in payment of the Price, the customer shall pay interest at the rate of statutory interest for delay or, in the case of commercial transactions, interest for delay in commercial transactions.
25. The day of payment of the Price shall be considered the day of crediting the bank account of Zeltech.
26. Payment of the Geltech Price must be made in full, without deductions (offsets). Filing a complaint does not entitle the customer to withhold payment of the Price.
27. As a condition for accepting the Order of a customer who places an order with Zeltech for the first time or who does not have a permanent business relationship with Zeltech, depending on Zeltech's decision, it may be necessary to pay Zeltech an advance or down payment in an amount not exceeding 50% of the Price indicated in Zeltech's offer. The advance payment or deposit will be payable within 7 days from the date of conclusion of the contract, on the basis of a proforma invoice issued by Zeltech on the date of conclusion of the contract.
28. In the event of an agreement between the parties on the customer's obligation to pay an advance or deposit, or on the necessity for the customer to perform any act upon which the performance of the contract is dependent or connected with (including in particular, but not limited to, the delivery of the Documentation), and in the event of the customer's delay in payment of any of the amounts due to Żeltech, when the delay in any payment exceeds 7 days, Żeltech shall be entitled to suspend the performance of the contract until the customer duly performs the above-mentioned obligations, which shall not constitute a breach of contract on the part of Żeltech or create a state of delay or default on the part of Żeltech and shall not give rise to any claims on the part of the customer, particularly of a compensatory nature. Notwithstanding the right to suspend the execution of the contract, in the case described in the preceding sentence, Zeltech shall be entitled to withdraw from the contract, within 90 days from the date of expiration of the deadline for payment of the advance or deposit, respectively.
29. Zeltech's liability under warranty for defects in the Sample Lot and Goods is excluded.
30. Zeltech provides a quality guarantee for the Goods, for a period of 12 months from the moment of issuance (receipt) of the Goods, indicated in the WZ document, signed in accordance with the principles indicated in Paragraph. 19 above. The quality guarantee covers physical defects.
31. The customer is obliged to report the defect as soon as it is detected, no later than within the period of
    7 days from the date of its discovery, under penalty of forfeiture of rights under the quality guarantee, in the form stated in writing, via e-mail, to: kontakt@zeltech.pro or the boxes of employees of the sales department.
32. The sole and exclusive obligation of Zeltech under the quality warranty shall be, upon receipt of a written warranty notification from the customer, to verify whether the physical defect arising or existing in the Goods is covered by the warranty, and if so, to remove the physical defect covered by the quality warranty, free of charge, either by replacement or repair, at Zeltech's option.
33. Removal of the physical defect covered by the quality guarantee shall be made within a reasonable period of time, counting from the date of transfer by the customer, at his expense, of the Goods covered by the complaint to the disposal of Zeltech, the transfer being made in the original packaging or, in the absence thereof, in packaging equivalent to the original from the point of view of mechanical safety, together with a written, detailed description of the reported defect or failure.
34. The warranty does not cover damage, especially but not exclusively mechanical and electrical damage caused by causes not inherent in the Goods, i.e. among others. caused by improper operation, service, use or transportation of the Goods, as well as failure to provide proper service
    and maintenance of the Goods, as well as intentional acts of third parties or interference by the customer. The warranty also does not cover damage caused by force majeure and external factors (surges
    in the power grid, lightning, floods, fire, theft, vandalism, etc.). In particular, the warranty does not cover damage caused by failure to meet
35. The Warranty does not cover any costs associated with any de-installation and re-installation of the Goods necessary to carry out warranty activities.
36. In no event shall Zeltech be liable for damages and losses, direct and indirect, both of the customer and its contractors, arising from the negligent fault of Zeltech, in connection with the use, inability to use, malfunction or improper operation of the Guaranteed Goods, in particular, for loss of expected revenues and other benefits, for damages arising from unpaid taxes, tributes, breakdowns, accidents or business interruption, as well as imposed penalties
    and compensation. This proviso also includes cases where Zeltech has been previously notified
    About the possibility of such damage.
37. In any case of liability for damages of Zeltech to the customer, due to the negligent fault of Zeltech, this liability will be limited to direct and actual property damage (damnum emergens), excluding lost profits (lucrum cessans), and moreover will be
    in each case limited in amount, to an amount equivalent to the Price of the Goods in connection with or on account of which the damage occurred, each time indicated in the Confirmation.
38. Zeltech shall not be liable for failure to perform or improper performance of obligations under the contract resulting from circumstances constituting the effect of force majeure, which shall be understood as a sudden, extraordinary, unforeseeable event, independent of the will of the Parties, which cannot be prevented by ordinary means even with the exercise of utmost diligence. The manifestations of force majeure are
    especially but not exclusively natural disasters, e.g., fire, flood, earthquake or sinkhole, hurricane, failures of the nature of a construction disaster, acts of state authorities, e.g., martial law, state of emergency, embargoes, blockades, etc., acts of war, acts of sabotage, labor strikes taking place on the grounds of or in violation of the provisions of the Industrial Disputes Resolution Act, state of epidemic or state of epidemiological emergency, pandemic and their effects and consequences.
    Zeltech will immediately inform the customer of the occurrence of events that constitute a manifestation of force majeure.

39. In matters not regulated by the accepted order and these T&Cs, the relevant provisions of Polish law, including the Civil Code, shall apply.
40. These T&Cs can only be accepted without reservation, and no internal customer regulations apply to cooperation with Zeltech, including, in particular, the exclusion of the application of general terms or conditions operating in the customer's company. The customer's general terms or conditions of purchase are not binding on Zeltech in any case, even if they are the basis of the customer's order and Zeltech has not expressly objected to their contents.
41. In the event of any contradiction between these T&Cs and the contents of the accepted order or ambiguity as to the content of the concluded contract, this T&C shall prevail to determine the intent of the parties.
42. All personal data are shared by the parties with each other solely for the purpose of executing the concluded agreement. The Party is obliged to process the personal data made available to it in accordance with the provisions of generally applicable law, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council
    of April 27, 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and the repeal of Directive 95/46/EC (General Data Protection Regulation).
43. To contracts concluded by Zeltech, the laws of the Republic of Poland shall apply in matters not covered by these T&C.