1. These GPC shall form an integral part of each Purchase Agreement, irrespective of whether a Purchase Agreement refers to these GPC.

2. The Parties are bound only by the Purchase Agreement and the GPC. The provisions included in the Purchase Agreement and the GPC are exhaustive. Therefore, the Parties explicitly exclude the possibility of applying to the Purchase Agreement concluded between the Parties any other provisions that do not directly follow from it, in particular the provisions included in the contract templates, regardless of their name and issuing entity, including such terms and conditions of the Seller, chambers of commerce, commodity exchanges, etc., regardless of the fact that the Seller explicitly or implicitly refers to such terms and conditions. The provisions of the Purchase Agreement may be amended only in documentary form under pain of nullity, upon the agreement of both Parties.

3. Subject to point 4, the provisions of the GPC may be modified or their application excluded only in the content of the specific Purchase Agreement. In case of irreconcilable discrepancies between the provisions of the Purchase Agreement and the GPC, the provisions of the Purchase Agreement shall be binding.

4. The Buyer reserves the right to modify the GPC at any time, the modification shall not apply to the Purchase Agreements already concluded. For the particular Purchase Agreements shall apply those GPC, which are in force on the day of signing of the Purchase Agreement by the Buyer and if this day is not specified, then those which are applicable on the day of concluding the Purchase Agreement.

5. Failure by the Seller to exercise certain rights under the GPC or generally applicable laws shall not constitute the Buyer’s waiver of them in whole or in any part and shall not deprive the Buyer of the right to assert claims related there to in the future.

1. The condition for the effective conclusion of the Purchase Agreement is its signing, at least on the part of the Seller, by a person or persons authorized to represent the Seller, which include only members of the Management Board acting in accordance with the principles of representation and commercial proxies acting in accordance with the manner of exercising a proxy. The Purchase Agreement shall be concluded only if:

a. the Buyer has placed the Order on the Purchase Agreement form used by the Seller - at the moment when the Seller signs this form and sends it to the Buyer;

b. the Buyer has placed the Order without the use of the Purchase Agreement form used by the Seller (in particular by phone or in an e-mail message) - upon expiry of 3 days from the date of sending to the Seller the Purchase Agreement form signed by the Buyer and compliant, as far as the Essential Conditions are concerned, with the contents of the Order, or earlier, if the Seller has signed the Purchase Agreement and sent it to the Buyer before the expiry of this term;

c. the form of the Purchase Agreement signed by the Buyer is not compliant with the content of the Order (regardless of its form) as regards the Essential Conditions - upon signing of the Purchase Agreement by the Seller and sending it back to the Buyer.

2. For the conclusion of the Purchase Agreement form by either Party in accordance with the provisions of point 1 it is sufficient to send it maintaining the documentary form, i.e. as a signed scan by e-mail to the e-mail address of a given Party being the addressee, specified in the Purchase Agreement.

3. In case when the form of the Purchase Agreement signed by the Buyer is not consistent, as far as the terms and conditions other than the Essential Conditions are concerned, with the Order (irrespective of its form) or arrangements made by he Parties by way of electronic or telephone correspondence, these terms and conditions shall be deemed accepted by the Seller, unless the Seller reports by e-mail within 3 days any objections or changes to the contents of the Purchase Agreement sent by the Buyer. If any objections or amendments are submitted within this period, they shall be binding upon the Parties only if expressly accepted by the Buyer. Failure to accept the objections or amendments shall result in a failure to conclude the Purchase Agreement.

4.If the Seller does not make any comments on the signed scan of the Sales Agreement sent by the Buyer and in response within 3 days sends to the Buyer another document of the sales agreement or the order signed by the Seller, containing the Essential Conditions previously agreed by the Parties, and then proceeds to perform the agreement, the agreement shall be considered concluded between the Parties on the terms and conditions set forth in the Sales Agreement and the GPC. The provisions included in the document sent by the Seller, pursuant to Chapter II point 2 of the GPC, are not binding on the Parties unless the document sent by the Seller is signed by a person authorized to represent the Seller referred to in point 1.

1. The price for the Goods is each time determined per unit of measure or weight or in total for all the Goods in the Purchase Agreement.

2. The price stated in the Purchase Agreement shall be net price, exclusive of any public and legal charges, in particular taxes and other fees and charges which the Seller is separately obliged to pay in accordance with the law of the Seller's registered office.

3. In the absence of other arrangements as to the form and date of payment in the Sales Agreement, the Parties accept that the payment of the price shall be made within 30 days from the date of acceptance of the Goods by the Buyer, but not earlier than within 14 days from the date of delivery of correctly issued VAT invoice sent in PDF format to the Buyer's e-mail address specified in the Purchase Agreement. The payment shall be made by transfer to the Seller's bank account indicated in the invoice, provided that the given bank account has been indicated in the list of entities registered as VAT taxpayers (the so-called white list of VAT taxpayers), referred to in point 5 – in case of the entities registered as Polish VAT tax payers.

4. The Buyer shall have the right to make payments under the split payment mechanism (split payment) in accordance with the Act of 11 March 2004 on tax on goods and services (Journal of Laws of 2020, point 106, as amended) - hereinafter referred to as the "VAT Act" and the obligation to use split payment, where the Goods are indicated in Appendix 15 to the VAT Act.

5. The Seller declares that the bank account indicated in the invoice is the account enabling payment under the split payment mechanism referred to in point 4 and that it is the account included in the electronic list of entities referred to in Article 96 b), paragraph 1 of the VAT Act (if applicable).

6. Payment of the price is considered to be made at the moment of charging the Buyer's bank account with the transfer amount.

7. In the event of a delay in delivery of the Goods or part there of by the Seller, the Buyer, while retaining the right to any other remedies provided by applicable law and to seek damages on general terms, may take some or all of the following actions:

a. suspend the execution of all its obligations in relation to the Seller, including withholding the payment of the whole price or fulfilment of other obligations arising from any sales contract or other contract concluded between the Parties, until the delivery of all the Goods by the Seller;

b. charge a contractual penalty of 0.5% of the net price for all the Goods for each day of delay;

c. to purchase the Goods from a third party at a price as obtainable in the market, notifying the Seller of this fact and retaining the right to claim damages from the Seller.

8. In the event of a delay referred to in point 7 exceeding 5 days, the Buyer is also entitled to rescind the Purchase Agreement in full without setting an additional date, retaining the right to claim liquidated damages for the entire period of delay up to the date of rescinding the Purchase Agreement and cumulatively, liquidated damages in the amount of 10% of the net price for all the Goods for non-performance of the Purchase Agreement by the Seller, resulting in rescinding the Purchase Agreement by the Buyer. Payment of liquidated damages does not deprive the Buyer of the right to seek for payment by the Seller on general terms any compensation exceeding the amount of the reserved liquidated damages.

9. Lodging a complaint relieves the Buyer from the obligation to pay the price for the part of the Goods subject to the complaint until the Parties determine the final quantity of non-defective Goods subject to sale and its value.

10.The Buyer shall have the right to deduct any of its due and/or undue receivables towards the Seller with the Seller's receivables towards the Buyer resulting from the Purchase Agreement concluded. For the submission of a statement of deduction it is sufficient to keep a documentary form and send it by e-mail to the Seller's e-mail address given in the Purchase Agreement.

11.The Seller shall not have the right to deduct any of its receivables with the receivables of the Buyer to the Seller, without the prior written consent of the Buyer.

1. When determining the conditions of delivery and transport of the Goods in international trade, the Parties shall apply the rules of International Chamber of Commerce - Incoterms 2020, and in domestic trade they shall apply these principles respectively, subject to contrary provisions of the GPC or the Purchase Agreement.

2. If the Parties have not specified in the Purchase Agreement which Incoterms 2020 rule will apply, the Parties agree that the FCA (Free Carrier) rule will apply.

3. At the latest at the time of release of the Goods the Seller shall hand over to the Buyer or to the carrier authorized by the Buyer or a third party indicated by the Buyer the originals of the documents specified in the Purchase Agreement and other documents not directly specified in the Purchase Agreement - referred to in sec. 4 below, which the Buyer requested him to deliver.

4. The Buyer is entitled to demand delivery of additional documents, not mentioned in the Purchase Agreement, in particular when they are required by administrative authorities of a given country in connection with transportation of the Goods or their introduction to a given market. In such case the Seller is obliged to deliver the documents required by the Buyer in form and content specified by the Buyer, promptly, however, no later than upon release of the Goods or within 3 days from submitting the request for delivery of documents by the Buyer, if such a request has been made after the release of Goods.

5. To avoid any doubts, the Parties agree that the application of the FCA (Incoterms 2020) rule to the given Purchase Agreement in order to determine the conditions of delivery and transport of the Goods does not release the Seller from the obligation to provide documents, in accordance with the provisions of points 3 and 4 of this Chapter.

1. In the case of complaint of the Goods:

a. in the scope of physical defects related to the quality of the Goods, which shall be revealed after acceptance of the Goods by the Buyer; the Buyer, at the Seller's expense, shall order testing of the Goods, at its own discretion, in one of the following laboratories in Poland: Eurofins Polska sp. z o.o., J.S. Hamilton Poland sp. z o.o., SGS Polska sp. z o.o. or in laboratories which are their legal successors, provided that testing of the Goods falls within the scope of accreditation of a given laboratory. The provision of Article 563 § 1 and § 2 of the Civil Code shall not apply.

b. with regard to physical defects of the Goods other than specified in the item a. above, in particular defects relating to packaging or quantity of the Goods, it shall be sufficient for the Buyer to notify the Seller of their occurrence in order to file a complaint. The provision of Article 563 § 1 and § 2 of the Civil Code shall not apply.

2. In the case described in point. 1 item a. the Parties shall consider the results of tests performed at the request of the Buyer as final and binding, provided that a laboratory sample is taken by an employee/co-worker of the laboratory in accordance with the sampling rules applied by the laboratory in question. The defect or its cause shall be presumed to be present in the Goods at the time of their delivery to the Buyer, the person designated by the Buyer or the carrier.

If in a given test there is a certain margin of uncertainty (error) of the laboratory test result, it shall not be taken into account for the purpose of acknowledging the validity of a complaint.

3. Subject to point 4, the Seller shall be obliged to consider the complaint and inform the Buyer of his position by e-mail to the e-mail address specified in the Purchase Agreement within 3 working days from the date of delivery to it of the test results referred to in point 2., otherwise the complaint shall be deemed accepted in full.

4. In the event that the results of tests referred to in point 2 indicate irregularities of results in the scope concerning at least 10% of quantity of the Goods, the Buyer shall be entitled to rescind the Purchase Agreement in full. Otherwise, the Buyer shall have the right to rescind the Purchase Agreement with respect to the defective part of the Goods. In the event of rescission of the Purchase Agreement in full or in part, the Seller shall be obliged to collect the Goods at its own cost from the place indicated by the Buyer within 5 days from submitting the notice of rescission. A declaration of rescission of the Purchase Agreement must be made in documentary form. In the event of breach of the above deadline, the Buyer shall be entitled to sell the Goods covered by the declaration of rescission of the Purchase Agreement outright at the price which can be obtained for defective Goods in the market or to utilize them at their own discretion, subsequently informing the Seller about the performed action. In such a case, the Buyer shall be entitled to claim compensation taking into account the actually obtained price for the Goods.

The Seller undertakes to treat any and all information made available to it by the Buyer and related to negotiations and cooperation of the Parties, concerning the Buyer, the course of negotiations and the Purchase Agreement concluded by the Parties (in particular, information concerning prices) and the course of its performance, as confidential information of the Buyer. The scope of confidential information shall not include information generally available or generally known before it was made available to the Seller.