4.       The Buyer is obliged to provide the Company with information regarding the place of delivery and the passage of vehicles with the ordered Goods before the approximate delivery date specified in the Order Acceptance Confirmation. In the absence of such instructions, the Buyer will collect the Goods directly from the Company's warehouse or indicate the storage place at the Company's first request. If the Buyer is unable to collect the Goods immediately or indicate another storage location, the Company may consent to further storage of the Goods in the Company's warehouses for an additional fee. If such a situation occurs, the Goods are deemed to have been released to the Buyer and the Buyer assumes the risk of accidental loss or damage to the Goods. Moreover, upon the expiry of the deadline for collecting the Goods or indicating an appropriate place for their storage, the Buyer is obliged to immediately pay the Company any amounts due in this respect. Goods may be delivered in batches.

5.      In the event of an unjustified refusal to accept the Goods or Services by the Buyer or in the event of failure to accept the Goods or Services without giving a reason, the Company is entitled to prepare a unilateral acceptance protocol, which will be binding on the Parties.

5. The Company may use the assistance of its subcontractors to complete Orders and Contracts without the Buyer's separate consent.

6.  The risk related to the delivered Goods and parts (in particular the risk of accidental loss or damage to the Goods and parts) passes to the Buyer upon delivery or when they are handed over to the Buyer's carrier.

 

6. Payment

1.       All payments will be made by the Buyer to Carrier Polska Sp. z o.o., in accordance with the Offer and Order Acceptance Confirmation in Polish zlotys or another currency by bank transfer to the bank account indicated in the VAT invoice in the amount specified in the VAT invoice, without any costs for the Company, collection fees or any other deductions, and in accordance with the terms of payment specified in the Order. Unless otherwise specified in the Offer and Order Acceptance Confirmation, payments will be made immediately after the Company has fulfilled its contractual obligations, i.e. after the delivery or service has been completed.

2.      In the event of payment delay, the Company, in addition to the rights arising from the provisions of generally applicable law, is also entitled to suspend and cancel the remaining deliveries of Goods to the Buyer. Payment is understood as debiting the amount due under the Contract on the Company's bank account.

3.             The Buyer is not entitled to make deductions or withhold payment of amounts due to the Company without the consent of the Company.

4.          In the event of delays in timely payment, the Company has the right to charge interest for delays in commercial transactions.

 

7. Assignment

1. The Buyer may not transfer the rights and obligations arising from the transaction without the Company's prior written consent.

2. The Company may assign all or part of the rights and obligations arising from the Contract to any subsidiary, affiliated entity and entity that is its legal successor. The Company is then obliged to notify the Buyer in writing about such assignment. The Company may also delegate the performance of any obligation arising from the transaction to a subsidiary, affiliate, legal successor or other entity related to the Company. Notwithstanding the above, the Company reserves the right to sell, assign or otherwise dispose of receivables under the Contract in Poland.

 

8.  Substitute products

If, due to the conditions, any Goods specified in the Order are unavailable, substitutes deemed suitable by the Company will be supplied and, in case suitable substitutes are unavailable, after notice has been sent to the Buyer (regardless of whether this occurred before or after acceptance of the Order), the Company's obligations will be suspended until the unavailable Goods or suitable substitutes can be delivered, taking into account an appropriate price change.

 

9.  Drawings and texts

All commercial and/or technical information, data, specifications, drawings, texts and other documents provided by the Company to the Buyer in connection with the Contract shall remain the exclusive property of the Company and the Contract shall not under any circumstances be construed as a transfer of present or future intellectual property rights or similar rights by the Company to the Buyer. The Customer undertakes to treat the above-mentioned information as confidential for exclusive use by the Buyer only in connection with the implementation of the Contract.

 

10.  Modifications

1. Subject to its technical capabilities, the Company may, at the Buyer's request, modify the ordered Goods or Services. Any additional costs of such a modification will be borne by the Buyer. Moreover, if the modification in question results in an extension of the design or production period of the ordered Goods or performance of the Service, the delivery date will be postponed accordingly.

2. The Company reserves the right to make modifications to its goods and services without notice, including goods already ordered, provided that none of the technical details agreed with the Buyer affecting the functionality of the Goods or Service are changed.

 

11. Guarantee

1. The Company provides the Buyer with a guarantee for the Goods and Services described in the Order and manufactured by Carrier Global Corporation, its subsidiaries or affiliates for the periods indicated in the Special Parts of these Terms and Conditions, including in accordance with the Equipment Guarantee Card.

2. The Company guarantees that the Goods will be free from defects in materials and workmanship and ensures their correct operation assuming normal use and service. If the complaint is accepted, the Company will repair or replace free of charge, at its own discretion, those parts of the Goods that, based on the examination carried out by the Company, are found to be defective due to incorrect production, design and/or defective materials.

3. If defects occur during the guarantee period, the Buyer will immediately, no later than 7 days after detecting the defect, notify the Company of this fact, under pain of losing the right to referring to their existence. Depending on the Company's instructions, the defect may be diagnosed and removed at the place of installation of the Goods or another place indicated by the Company. If the Goods are sent to the place indicated by the Company, the costs of disassembly, transport, insurance and reassembly are borne by the Buyer. If the Buyer's claim is accepted, the repaired or replaced Goods will be sent to the Buyer, and the cost of transportation to the Company's warehouse will be borne by the Company.

4. The Buyer's claims for remedy of defects are focused in the first place on the claim for completing the Order, i.e. repair of the defective item or delivery of a replacement item free from defects. The Buyer must immediately report them to the Company in writing under pain of nullity. The Company has the right to choose repair or delivery of a replacement item.

5. With respect to Goods manufactured and delivered by entities other than Carrier Global Corporation, its subsidiaries or affiliates, the Company will provide Buyer with the warranties of the manufacturers (suppliers) of such Goods, provided for in the purchase agreements entered into with such manufacturers (suppliers), to the extent practicable, making them available prior to delivery of the Goods.

6. This guarantee applies to those Goods that have been installed in accordance with the operating instructions, in particular with regard to the use and environmental conditions described in the documentation for the Goods, and which are properly operated. Moreover, the guarantee applies only to those Goods that are serviced by the Company's factory service under a separate service contract.

1.The Company's liability under this guarantee does not apply to the Goods:

A/ in relation to which the sales price has not been paid in full;
B/ which have been repaired or modified without the consent of the Company;

C/ that have been installed or used in a manner inconsistent with the Company's operating instructions or for purposes inconsistent with their intended purpose.

7.  The Company will not be liable for damage resulting from the use of the Goods or for the functioning of the system or part of the system of which the Goods may be a part.

8. The guarantee provided by the Company does not include any warranty that the Goods will be fit for any particular purpose or that they will achieve any particular performance criteria.

9. The Company's liability under commercial warranty for defects is excluded, except for sales involving consumers.

10. Filing claims for physical defects of the Goods does not entitle the Buyer to withhold payment of the amounts due arising from the issued VAT invoice regarding the complained Goods.

 

12.  Liability

The Company will not be liable for damages to the Buyer not expressly recognized in these Terms and Conditions, regardless of the legal basis, exceeding actual damage, such as loss of profit, claims of the Buyer's Customers, loss of data, unrealized cost savings or for other consequential or indirect losses or damages of the Buyer. The Company's total liability for any reason (within the limits permitted by law) is limited to the amount of the Net Price for the Goods or Services paid to the Company by the Buyer.

 

13.  Guarantees regarding nuclear applications

The Company shall not be liable if the Goods described in the Order Acceptance Confirmation are used in any way for nuclear purposes without the prior written consent of the Company. The Buyer will inform the Company in writing at the time of placing the Order of any known or potential use of the Goods in any application of a nuclear nature, whether direct or indirect.

 

14.  Patent warranty

The Company will indemnify the Buyer against claims brought by third parties against the Buyer and based on the finding that the sale or use of the Goods by the Buyer infringes the patents, copyrights or other intellectual property rights of third parties in the countries where the delivery to the Buyer is made, provided that the Buyer notifies the Company of such a claim. The right to indemnity is excluded to the extent that a third party asserts rights based on modifications/changes to the Goods caused or made by the Buyer or in connection with the combination or connection of the Goods with a product or to a product not supplied by the Company or the use of the Goods in a combination or in a process infringing intellectual property rights, unless the infringement would result from the use of the Goods separately.

 

15.  Licenses

1.  The Buyer will be responsible for obtaining and maintaining in force any approved import licenses and providing all information necessary to obtain any required export licenses. However, in the event that the Company is unable to fulfill its obligations or any part thereof under the Contract as a result of failure to grant export authorization, license or approval by the Government of the United States of America or any other appropriate body or authorities, the Company will not be treated as if failed to fulfil the obligation, and the Contract will be deemed to be null and void from the beginning without any obligations for either Party.

 

2.  The Company reserves all rights regarding the documentation submitted with the Offer, the developed design and software, in particular in the field of copyright. The offer presented by the Company, as well as all documents related to the offer (drawings, sketches, etc.) remain the exclusive property of the Company and the Buyer is obliged to treat them as the trade secret of Carrier Polska Sp. z o.o. Nothing in these Terms and Conditions shall be construed as granting or conveying to the Buyer any title, copyright, license or other right in any documentation submitted by the Company. The Buyer is in no way entitled to transfer the information and data covered by the Offer, as well as the documents attached thereto, to any third parties.

3. The transfer of proprietary rights to the documentation and ownership of copies of the documentation or the granting of a license to use the documentation to the Buyer may only occur after settling all receivables due to the Company for the implementation of the works covered by the Offer.

 

16.  Force majeure

The Company is not responsible for non-performance or improper performance of the Contract as a direct consequence of circumstances that constitute a manifestation of force majeure. Force majeure is a sudden event, unforeseen and independent of the will of the parties, preventing the performance of the Contract in whole or in part, permanently or for a period of time, which cannot be prevented or counteracted with due diligence. Manifestations of force majeure include in particular: a) natural disasters, e.g. fire, flood, drought, earthquake, hurricanes, epidemics, etc.; b) acts of state authorities, e.g. martial law, states of emergency, states of epidemic, embargoes, blockades; c) acts of war, acts of sabotage, d) strikes, lockouts, e) riots, f) actions of legislative or executive authorities, g) unforeseeable serious damage to the Company's facilities or equipment, which significantly affects the Company's production capacities, h) bad weather conditions and i) telecommunications interference, etc.

 

17.  Settlement of disputes

In the event of a dispute regarding the interpretation or implementation of the Contract, the Parties will immediately enter into negotiations aimed at amicable resolution of the conflict. If the conflict is not resolved within 30 days from the date of the request for an amicable settlement of the dispute issued in writing by either Party, the dispute shall be submitted for resolution by a common court having jurisdiction over the registered office of the Company. The court will apply Polish law when enforcing the judgement and resolving the dispute. The provisions of the Vienna Convention on the International Sale of Goods are excluded.

 

18.  Personal information

1.  The Parties acknowledge and agree that in the performance and administration of the Contract, each Party's personal data will be collected and processed by independent data controllers for the purposes of invoicing and contract execution and management, and will comply with all applicable data protection laws. If one of the Parties provides the other Party with any personal data for such a purpose, it must ensure that it has the right to do so, including obtaining consent and, if necessary, notifying the persons whose personal data it has provided to the other Party. The Parties undertake not to sell or share in exchange for any benefits personal data processed under the Contract during its performance and at a later date.

2.  Carrier Polska Sp. z o. o. may share personal data with its service providers, as well as store personal data on servers located and available around the world for Carrier entities and their service providers, but only in accordance with applicable regulations on the protection of personal data and using appropriate safeguards. The protection of personal data is important to Carrier.

More information can be found in the General Privacy Notice (https://eto.carrier.com/litterature/Communication/Carrier- Poland/22_05_25_general-privacy-notice-eng-pl_AW.pdf).

3.  The use of certain Carrier products and services may require special data processing, such as for user authentication. Depending on the product and service concerned, the end user may be required to accept specific privacy policies and terms of use.

4. This clause on the protection of personal data will apply after the termination of the Contract.

 

19. Right to data. Connected Services

1.The Buyer hereby grants and agrees to grant to Company a worldwide, non-exclusive, non-cancelable, irrevocable, perpetual, paid-up, royalty-free license to all Source Data, together with the right to sub-license its affiliates and suppliers to (i) provide services by Company in accordance with Terms and Conditions, (ii) improving the Company's services and the Company's Analytical Platform; (iii) improving the performance, functioning, reliability and ease of use of the Goods; (iv) creating, compiling and/or using data sets and/or statistics for the purposes of benchmarking, developing best practices, product improvement; (v) providing services to third parties, (vi) research, statistical and marketing purposes and/or (vii) handling the Company's contracts. Source Data – means data generated directly from the system or device and received at the receiving point or on a central server (e.g. the Company's database, data set or external cloud service). Analytical Platform – means server algorithms or network interface systems used to (i) interpret, convert, manipulate or calculate data, (ii) process data and/or (iii) deliver data to the Company, affiliates or suppliers of the Company and/or the Buyer.

1.      Connected services and data return. The Buyer understands and acknowledges that the Buyer's equipment may be equipped with a device (Connected Device) in accordance with the list of functions and/or options included in the specifications of the purchased equipment. The Connected Device will collect Source Data, which will be stored and/or transmitted to the Company's servers and to suppliers or affiliates with which the Company has entered into a contract and used to transmit, process, extract or store such Source Data for the purposes of providing services by the Company in accordance with the Terms and Conditions. By storing and/or uploading such data and information to the Company's servers, the Buyer agrees that such data and information will become part of the Company's database and therefore be subject to the license terms set out in section 1 of this point. In the case of equipment equipped with a Connected Device, the Company provides the Connected Services and activates them when the equipment is commissioned. Through the Connected Device, Company collects and uses information to assist the Buyer in providing the Connected Services, which will be described in additional specifications provided with the purchased Goods. The cost of the first 12 (twelve) months of the Connected Services is free of charge with the purchase of Buyer's equipment. During the first year, the Buyer will not be charged any additional fees for use of standard Connected Services.    However, the Buyer may elect to purchase an additional BluEdge Service Contract at the time of purchase of the Goods or at any time thereafter, which may be subject to additional fees and a separate agreement.

2.     Data delivery. During the term of the Contract, the Buyer must (i) use reasonable efforts to ensure that the equipment remains on, (ii) avoid intentionally acting to hinder, block or limit the Company's collection and transmission of Source Data, and (iii) avoid intentionally acting to disable, deactivate or remove equipment without the express written consent of the Company, which consent will not be unreasonably withheld.

3.      Reverse engineering. The Buyer agrees not to extract, decompile or reverse engineer any source code of any software included with, incorporated in, or otherwise associated with the hardware, and will not reverse engineer any reports or analyses provided to the Buyer or received by the Buyer from the Company.

4.      Right to cancel. The Company reserves the right to immediately discontinue the Connected Services for any period or to cancel all Connected Services at any time without any penalty to the Company. The Buyer has the right to refuse the connection at the time of original purchase of the equipment or to cancel it at any time upon notice to the Company by submitting a written cancellation request to the Company. Cancellation will disable the Connected Services provided to the Buyer and may prevent or limit Company's ability to assist in the operation and maintenance of the Buyer's Goods or prevent other connected data from being made available to the Buyer or to the Buyer's Goods. Refusal to connect the Goods or cancellation thereof will terminate the transmission of the Source Data from the Connected Device or the Company's collection of such data.

 

20. Representations and guarantees of the Buyer

1.        The Buyer agrees to comply in all respects and take all necessary steps to ensure that its employees, proxies and subcontractors comply with all the rules set out in the Code of Ethics of Carrier Corporation (“Carrier”), which may be updated from time to time at the discretion of Carrier (the “Code of Ethics”). The Code of Ethics is available at https://www.corporate.carrier.com/corporate- responsibility/governance/ethics-compliance/     or may be made available in paper form at the Buyer's request. The Code of Ethics is hereby incorporated into the Contract and constitutes its essential part. In addition, both parties agree not to offer or give anything of value to any person, company, government or other entity, directly or indirectly, to induce or refrain from acting in connection with their professional duties, to improperly or inconsistently legally gain a new or retain an existing customer or obtain an improper competitive advantage for either party.

2.     The Buyer is responsible for providing a workplace that complies with the Buyer's occupational health and safety regulations and EHS by-laws of the Company, e.g. in terms of safe access to roofs and the working environment on them. The Company has the right to immediately stop all work and charge the Buyer with additional costs if the place of performing works is not in accordance with the above regulations and/or it is necessary to take additional security measures.

3.    The Company is subject to applicable export controls and regulations promulgated from time to time by the European Union, the government of the United States of America and other governments. The Buyer, by its action or omission, will not cause the Company to breach these provisions and will provide all necessary guarantees of compliance with them to the extent required by the Company. The Company shall not be deemed to be in breach or non-compliance with the Contract because of compliance with any export control laws or regulations to which it is or may be subject. The Company may refuse to perform any obligation under this Contract or refuse to perform any Order, or suspend or terminate the Contract with immediate effect if there is or may be a violation of laws, regulations or ethical principles applicable to the Company, including international trade compliance rules prohibiting the sale of goods and services to certain countries, certain persons or legal entities that are subject to international economic, financial or other sanctions.

4.    The Buyer represents and warrants that it will not sell, use or otherwise transfer the Goods to nuclear facilities or facilities involved in the production or storage of nuclear, biological or chemical weapons.

5.    The Parties agree that any violation by the Buyer of the Code of Ethics, export regulations, restrictions on weapons, including nuclear weapons, or an unresolved violation of compliance with the EHS rules, gives the Company the right to immediately terminate the Contract for cause.

6.    The Buyer's obligations set out in this section “REPRESENTATIONS AND GUARANTEES” remain in full force and effect regardless of the termination or expiration of the Contract.

7.      The Buyer declares that it has read the content of these General Terms and Conditions of Contracts of Carrier Polska Sp. z o.o. and accepts them.

 

21. Additional Provisions

1.  The Company is not responsible for erroneous or incorrect interpretation of information and technical data contained in catalogues, brochures and other materials regarding the Goods. Proposals, advice and recommendations other than those contained in the Company's catalogues, brochures and materials will be used by the Buyer at its own risk.

2.  The general terms and conditions of contracts of the Buyer, different from these Terms and Conditions, are not binding on the Company unless the Company expressly consents to their validity in writing.

3.  In the event that any provision of the Terms and Conditions is held to be invalid or unenforceable, the validity of the remaining provisions of the Terms and Conditions will not be affected and such invalid provisions will be replaced by provisions that most closely correspond to the same intention.

 

II.                  SPECIAL PART – SALE OF GOODS

 

1. General principles

The following applies to the Contract for Sale of Goods: I. GENERAL PART and additionally this II.        SPECIAL PART – SALE OF GOODS” of these Terms and Conditions.

 

2.  Principles of sale

1.  The Company undertakes to deliver to the Buyer, on the basis of the Offer, Order and Order Acceptance Confirmation, the Goods mentioned therein to the indicated place. The Parties may also agree on the installation and commissioning of the Goods by the Company.

2.  Goods are supplied on an FCA basis, including the standard packaging of the Company or its suppliers. At the Buyer's written request, the Goods may be delivered by the Company to the address indicated by the Buyer for an additional transport fee. Deliveries should be immediately inspected by the Buyer for any external signs of damage/incompleteness of the delivery and the transport company (in the case of door-to-door delivery) should be informed in writing of any defects or complaints. After three days from the date of receipt/delivery, the Buyer is deemed to have accepted the delivery, confirming compliance with the Order. Filing a complaint does not entitle the Buyer to withhold payment for the Goods or any part thereof.

3. Ownership of the Goods passes to the Buyer upon payment to the Company of the full Sales Price of the Goods and any additional fees provided for in the Contract. Until then, the Company will have the exclusive and unlimited right to dispose of the Goods. As long as the ownership right to the Goods remains with the Company, the Buyer will not be entitled to pledge or create other encumbrances in relation to the Goods.

 

3. Duration of guarantee

The Company grants to the Buyer a guarantee for the Goods sold described in the Order and manufactured by Carrier Global Corporation, its subsidiaries or affiliates, for a period of eighteen months from the date of shipment of the Goods from Carrier Global Corporation's factory, but not less than for a period of twelve months from the date of delivery of the Goods in accordance with the rules specified in the Device Guarantee Card.

III.                SPECIAL PART – EQUIPMENT SERVICE

 

1. General rules

The following applies to the Equipment Service Contract: I. GENERAL PART and additionally this III.    SPECIAL PART – EQUIPMENT SERVICE of these Terms and Conditions.

 

2.  Principles of provision of equipment service

1.              The Buyer orders and the Company undertakes to provide, on the basis of the Company's Offer, maintenance services, hereinafter referred to as Services, in a designated facility for the equipment listed in the Offer, hereinafter referred to as Devices.

2.            The Services may include the following activities performed at the Buyer's request:

•          conducting a periodic inspection of the Devices, hereinafter referred to as the Inspection,

•    carrying out service repair of Devices, hereinafter referred to as Repair,

•    carrying out another service.

3.         The exact date of the Service will be agreed upon by the Parties. The Inspections will be performed from 8.00 a.m. to 6.00 p.m. from Monday to Friday; excluding holidays and public holidays.

4.              The Buyer will provide the Company with all materials necessary for the proper implementation of the Services, such as drawings, installation diagrams, specifications of product parts, site plans, and will also provide the Company with free access to the Devices and utilities necessary to perform the services, including: electricity and running water.

5.         The Buyer is obliged to accept the Services provided by the Company by signing the acceptance report on the date of the Service performance or, failing that, within 2 days from the date of the Service. If the Buyer refuses to sign the acceptance report, the Company is entitled to unilaterally draw up a report that will be binding on the Parties.

6.          The Company's liability shall be limited if the works were performed on the basis of documents or technical information provided by the Buyer, which were inconsistent with the actual state of affairs or with the law.

 

3. Remuneration

1.  The Remuneration includes the costs and time of travel as well as the daily rates of persons performing the Service.

2.   Unless otherwise agreed, the Remuneration does not include the costs of spare parts and consumables used to perform the Service.

 

4. Guarantee

1.  The guarantee period is 6 months for the provided Service and 12 months for the spare parts provided by the Company, from the date of their delivery.

2.  If the Company installs, at the special request of the Buyer, parts provided by the Buyer, then it does not provide a guarantee for these parts. The Company is not obliged to check, explain and advise in connection with such parts. The Company is not responsible for damages occurred in relation with the parts delivered by the Buyer.

 

 

IV.                SPECIAL PART – GOODS RENTAL SERVICE

 

 

1. General rules

The following applies to the Goods Rental Contract: I. GENERAL PART and additionally this IV.             SPECIAL PART – GOODS RENTAL SERVICE of these Terms and Conditions.

 

2.  Terms and Conditions of Rental

1.  The Company rents and the Buyer takes for use the Goods (also called the Subject of Rental) specified in the Offer, Order and Order Acceptance Confirmation for the period indicated therein. After this period, the lease period is automatically extended for an indefinite period, unless the Party informs the other Party of the lack of will to extend the lease by the end of the lease period at the latest.

2. The Buyer is obliged to properly prepare the place where the Goods will be placed, in accordance with the instructions received from the Company. The Goods will be used only in the place agreed by the Parties.

3.  The receipt and return of the Goods is made on the basis of the delivery and acceptance report and the return report of the Subject of Rental. After the end of the rental, the Buyer is obliged to return the Goods in a non-deteriorated condition, subject to normal wear and tear resulting from proper use.

4.  The Buyer is obliged to return the rented Goods no later than on the day following the end of the rental period (regardless of the method of its termination). If the Buyer is late with the return of the Goods, the Company will impose a contractual penalty on the Buyer in the amount of 100% of the daily rate of the current monthly Rent for each day of delay in returning the Goods. The Company is entitled to claim compensation exceeding the amount of reserved penalties on general terms.

5.  The costs of fuel and oil, filters and other consumables shall be covered by the Buyer.

6. The Buyer undertakes to strictly comply with the daily operation and use manuals received upon receipt of the Goods.

7.  Any additional accessories may be made available to the Buyer by the Company during the term of this Contract against a fee. In such a case, the rent fee may be increased or decreased accordingly, depending on the introduced modifications.

8.  If it is necessary to inspect or service the Goods during the term of the Contract, the Buyer shall make the Goods available in the place where it is located for the purpose of visual checking and issuing an opinion whether the inspection or service is possible by the Company at the place of use, provided that the date is agreed in advance with the Buyer. Further activities related to the inspection or service will be agreed individually between the Parties.

9. In the event of any failure, the Buyer shall immediately, but not later than within 24 (twenty-four) hours of detecting the failure, notify the Company of this fact. The Buyer is not entitled to independently repair the rented Goods without a formal, written authorization from the Buyer. If the failure was not caused by reasons attributable to the Company or as a result of defects inherent in the Goods, the costs of removing the failure by the Company shall be covered by the Buyer.

10.  The time of inspection or failure that was not caused by the Buyer or authorized users of the Goods shall not be included in the rental period.

11. In the event of an unjustified service request, the Buyer will be charged with the costs of the Company's service arrival according to the costs actually incurred by the Company.

12. The Buyer is not entitled to change the intended use of the Goods and to make any changes to them without the express written consent of the Company.

13. In the event of failure to return the Goods despite the expiry of the rental period or termination of the Contract otherwise, the Buyer is obliged to fulfil all the Buyer's obligations under the Contract until the Goods are returned, including payment to the Company of contractual penalties for unlawful use of the Subject of Rental.

 

3. Rent

1.   The remuneration for renting the Goods is hereinafter referred to as: “Rent”.

2.     The Company will include the following costs in its first VAT invoice for the rental period:

a.    for the delivery of the Goods to the Buyer (provided that the delivery is made by the Company).

b.    the cost of installing the Goods.

3.     The Company will include the following costs in the final VAT invoice for the rental period:

a.  for the collection of the Goods after the end of the Rental period (provided that the transport is carried out by the Company).

b.  the cost of uninstalling the Goods.

4.   The Rent will be paid monthly on the basis of VAT invoices issued by the Company.

5.  The Rent for the first and last month of the term of the Contract shall be settled in proportion to the number of rental days in the first and last month of the rental, respectively.

6.   The Rent is payable in full for each commenced lease day, in any case not less than for the minimum rental period. If the lease period is longer than 7 (seven) days, the day of collecting the Goods is not included in the lease period, while any other started lease day is considered to be a whole day when determining the amount of the rental fee.

7.   In the event of a delay in payments of more than 7 (seven) days, the Company is entitled to immediately terminate this Contract. In this case, the Buyer is obliged immediately, but not later than within 3 (three) days from the date of receipt of the notice of termination, to return and deliver the rented Goods at its own expense to the place indicated by the Company. If the Buyer fails to return the rented Goods within the above-mentioned period, the Company has the right to charge a contractual penalty for non-contractual use of the Subject of Rental in the amount of 100% of the daily rate of the current monthly Rent for each day of delay in the return of the Goods. The above contractual penalty does not preclude a claim for payment of compensation exceeding its value.

 

4. Security

1.  For the rental of the Goods, the Company may oblige the Buyer to pay a deposit in the indicated amount. The deposit will be paid by the Buyer to the Company's bank account. The Company should receive the deposit no later than on the day of handing over the Goods. A prerequisite for the release of the Subject of Rental is the payment of a deposit, if it has been established.

2.  The Company may use the deposit to cover the amounts due from the Buyer and not paid on time (including any costs that the Buyer is obliged to return or cover under the Contract), at any time during the term of the Contract, as well as after its expiry (including expiry or termination thereof), if provided for in the Contract.

3.If the Company pays any amounts from the deposit in order to satisfy the demand for payment, the Buyer will be obliged to supplement the deposit up to the amount corresponding to the previous value within 7 (seven) days from the payment of this amount and receipt of the Company's request.

4.  In the event of a defect-free return of the rented Goods and after the Buyer has paid all amounts due under this Contract, the Company will return the deposit in full without deductions (without capital interest), or in part after deducting all amounts due from the Buyer, to the Buyer's bank account, within 14 (fourteen) days after the end of the rental period and the fulfilment of the above-mentioned conditions.

 

5. Liability

1.          The Company has the right to control at any time how the Goods are used, in the place where they are located.

2.     The Buyer is not entitled to assign, sublease, share or lend the Goods to third parties without the prior written consent of the Company.

3.    The Buyer is not allowed to move the Goods from the place to which it was originally delivered without the prior written consent of the Company.

4.    The Buyer is obliged to secure the Goods against theft or destruction.

5.             In case of loss or destruction of the Goods, the Buyer bears full responsibility for the damage.

6.          The Buyer is obliged to immediately notify the Company of any damage caused to the Subject of Rental.

7.              The Buyer is solely responsible for damages caused when using the Goods or to third parties in connection with their use and undertakes to hold the Company harmless against any liability in this respect.

8.      The Company is not liable for damages resulting from the use of the Goods contrary to their intended use or non-compliance with the operating instructions, in particular the safety rules.

9.      The Buyer is obliged to familiarize itself with the conditions of safe operation of the Goods.

10.      Assembly, disassembly, operation and maintenance of the Goods should be carried out in compliance with the requirements of occupational health and safety and ergonomics, taking into account the instructions contained in the Operation and Maintenance Manuals of the Goods provided to the Buyer.

11.         The Buyer using the services of the Company's employees (delivery, installation of Goods, training in use, etc.) is obliged to provide these persons with appropriate safe working conditions. The Buyer is obliged to conduct toolbox talks, familiarize its employees with the occupational risk assessment at a given workplace and fulfil other health and safety requirements set out in the relevant provisions of law.

12.         Subject to the mandatory provisions of law, the Company is not responsible for any damages and losses of the Buyer arising from the use of the Goods, regardless of whether they are direct or indirect losses and of the circumstances they occurred in.

13.      In the event of loss or destruction of the Goods during the rental period, the Buyer shall pay the Company compensation in the amount of 100% of the Goods value. In the event of damage to the Goods, which the Company deems repairable, the Buyer shall bear the costs of repair and restoration of the Goods to their previous condition.

14.     The Parties agree that whenever the Buyer fails to perform its obligations under the Contract or the law, the Company may, while retaining the claim for damages, perform this obligation without the court's authorization at the Buyer's expense or remove at its expense what the Buyer has done contrary to the obligation (substitute performance).

15.           The Parties agree that the Buyer is the owner of the waste generated in connection with the operation, including servicing, maintenance and repairs of the rented Goods, except for the cases of inspections, repairs and service taking place at the Company's branches, and is solely responsible for their collection, storage, transport and further handling in accordance with the requirements of the Waste Act, as well as in accordance with the Act of April 27, 2001 Environmental Protection Law (Journal of Laws of 2001, No. 62, item 627, as amended).

16.      The Parties hereby transfer to the Buyer full responsibility for the waste generated in connection with the operation, including servicing, maintenance and repairs of the rented Goods, in accordance with Article 28 of the Waste Act, and the Buyer undertakes to handle waste in a manner consistent with this Act. The Parties confirm that the transfer of responsibility referred to in this point means the transfer to the Buyer of all obligations incumbent on the waste producer.

 

6. Termination of the Contract, return of the Subject of Rental

1.      The Parties may terminate the Contract in writing with a notice period of 1 month counted at the end of the following month, however, they may not shorten the minimum rental period.

2.    The Company may terminate the Contract without observing the notice periods with immediate effect if the Buyer:

a.    uses the Subject of the Contract in a manner contrary to the Contract or inconsistent with its intended purpose, or neglects the obligations arising from the Contract, allowing damage to occur, or destroys the Goods.

b.    is in delay with the payment of rent for 14 (fourteen) days.

c.       has rented, subleased or given the Goods for free use without the required written consent of the Company.

d.     does not perform or improperly performs its obligations under the Contract.

e.         does not deliver or supplement the deposit within the time limits specified in the Contract.

3.  In the event of termination of the Contract for reasons attributable to the Buyer, in particular as a result of one of the cases referred to in section 2 above, the Buyer will be obliged to pay the Company a contractual penalty, if established. The Contractual Penalty will be paid within 7 (seven) days from the delivery to the Buyer of a request for its payment to the Company. The Company is entitled to claim compensation exceeding the value of the reserved Contractual Penalty on general terms.

4.   The Buyer has the right to terminate the Contract in part, i.e. regarding individual pieces of Goods or in full, without incurring any penalties, if at least one of the following circumstances occurs:

a. The Goods do not meet the requirements set out in the Contract or do not meet the technical parameters resulting from the Goods specification, despite proper connection and use, as a result of which the Buyer is unable to achieve the purpose for which it concluded the Contract.

b. during the implementation of the Contract, it turns out that the place indicated by the Buyer where the Goods will be placed does not meet the conditions for the implementation of the Contract.

c. The Company shall grant its consent for it.

5.  Until the date of termination or expiration of the Rental Contract, the Buyer shall, at its own expense, restore the Subject of Rental to the condition existing on the date of its handover, subject to normal wear and tear.

6.   In the event of termination of the Contract with immediate effect by either Party, the Buyer is obliged to perform the obligation referred to in section 5 above within 7 (seven) days from the date of termination of the Contract (for which the Buyer will be obliged to pay the amount corresponding to value of the Rent), which obligation will last until the day when the Buyer, its users or sub-lessees are actually in possession of the Subject of Rental.

7.   A written Subject of Rental Return Report, containing a detailed description of the condition of the Subject of Rental at the time of return of the Subject of Rental, shall be drawn up and signed by both Parties in the event of the expiry of the Contract as a result of the expiry of the entire Rental Period or the notice period or up to 2 (two) days after the expiry of 7 (seven) days from the date of termination of the Contract in the event of termination of the Contract with immediate effect. The Company shall notify the Buyer of the date of drawing up the report. In the event of the Buyer's failure to sign the Subject of Rental Return Report within the time limit set by the Company or the unjustified refusal to sign the report, the Company will be entitled to sign such a document unilaterally, which will be recognized by the Parties as a binding Subject of Rental Return Report.

 

 

Document update 10.2023