GENERAL TERMS & CONDITIONS from 10. February 2015 (“GTC”)

§ 1.
Scope of GTC

The subject of general terms & conditions of is establishment of conditions of cooperation for all contracts and orders concluded by PROF UBRANIA ROBOCZE sp. z o.o. Bieganów 19 A, Cybinka 69-108 Poland, KRS No.: 0000136913 (hereinafter referred to as “PROF”).

§ 2.
General provisions

1. The general terms & conditions set forth the general principles under which the PROF shall conclude and perform contracts and orders.

2. The GTC are applicable only in professional relations with persons or entities (private or public) and does not deal witch contracts and orders conducted with consumers.

§ 3.
Orders

1. Orders shall be placed in writing, via fax or e-mail.

2. Order shall include following minimum elements: detailed description of order, name and address, deadlines, prices.

3. Acceptance of each order shall be confirmed in writing, via fax or e-mail within 3 working days of its receipt.

4. Failure to confirm an order within the above time shall be deemed tantamount to rejection of an order.

5. No representations, quotations, price lists or promotional materials submitted or published by the PROF shall be deemed to constitute an offer as defined in the polish Civil Code.

§ 4.
Payment conditions

1. The payment terms shall be defined in the order and its confirmation. The prices specified in an confirmed order shall be binding and shall constitute the basis for further settlements between the parties.

2. Regardless of the client's indications when making the payment, PROF shall be entitled to credit any received amounts first towards interest for delay, then towards the costs incurred, and finally towards the outstanding fees - starting from the most outstanding

§ 5.
Performance of order

1. The performance of order shall be made in accordance with the contents of the order, as well as with the applicable standards and legal regulations in force.

2. If there is a risk that the performance deadline will not be met, the each shall be obliged to state the expected time of the delay and the reasons for which it arose.

§ 6.
Confidentiality

1. All information acquired in relation to the performance of the order, especially related to organization, commercial, know- how and technical matters which are not disclosed publicly, shall be confidential information and may not be disclosed to third parties. Exception shall be made for information whose disclosure is obligatory under the provisions of the law.

2. The parties represent that they shall not use confidential information for purposes other than performance of the order, and that they shall make sure that such information is duly and suitably protected.

3. The obligation to keep information secret shall remain in force for a period of 10 years after confirmation of order and may be waived earlier only with the prior consent of each party given in writing, otherwise it shall be deemed invalid.

§ 7.
Final provisions

1. If any provision of the GTC is or will become ineffective, in full or in part (for instance due to changes in the law), validity of all other provisions shall remain unaffected. In such a case, the ineffective provision shall be replaced with an effective provision closest in meaning to the ineffective one.

2. These GTC shall be an integral part of each contract concluded by PROF. Any deviations from the GTC require explicit joint introduction of relevant provisions in writing, via e-mial or via fax otherwise it shall be deemed invalid. In that case the relevant provisions shall prevail.

3. Both orders and contracts concluded by PROF including these GTC shall be governed by the Polish law, and provisions of the Polish Civil Code shall apply to all matters.

4. Any disputes that arise or may arise from the order or performance of the order, which the parties fail to resolve by way of negotiations, shall be settled, at the PROF’s discretion, exclusively by:
– the court having jurisdiction over the PROF registered office; or
– the court having jurisdiction in Poznań.

5. These GTC shall be binding upon the parties if:
– they are delivered to the client before the Agreement is signed; as well as
– they are made available to the client in electronic form by indicating that they are available on the PROF's website.

6. PROF assures that the GTC published on the website: ………………………………..may be retrieved at any time, may be saved on computer, and are printable.

7. If these GTC exist in two language versions, then in case of any language discrepancies the Polish language version shall prevail.