General Terms and Conditions of Sale

All capitalised terms defined below shall have the following meanings in these General Terms and Conditions of Sale (GTCS):

1. Amendment – an amendment to the Contract introducing changes to a previously concluded Contract by agreement of the Parties.

2. Remuneration – the total gross amount payable by the Buyer to the Seller in consideration for performance of the Contract, i.e. the total remuneration.

3. Design Documentation – the design documentation for a construction project carried out as part of the Investment, prepared in accordance with the relevant legal provisions and within the scope resulting from the Contract.

4. Business Days – calendar days other than Saturdays and statutory public holidays within the meaning of the Polish Act of 18 January 1951 on Public Holidays (consolidated text: Journal of Laws of 2020, item 1920).

5. Delivery of Products – arrival of the vehicle carrying the Products at the delivery location specified in the Contract. Delivery takes place when the Products are ready to be unloaded, that is, before unloading.

6. Building – a tunnel building or other buildings, such as polytunnels, sold by the Seller.

7. Investment – activities carried out by the Buyer in the course of which the Seller supplies Products or provides Services.

8. Civil Code – the Polish Act of 23 April 1964, the Civil Code (consolidated text: Journal of Laws of 2023, item 1610, as amended).

9. Buyer – a natural person, legal person (including the State Treasury and organisational entities granted legal personality under specific provisions) or organisational entity without legal personality but having legal capacity by operation of law, which has purchased Products or Services from the Seller and is also an entrepreneur within the meaning of commercial law, including the Civil Code.

10. Entrepreneur with Consumer Rights – a natural person conducting business who concludes a contract directly related to that business where the contract does not have a professional character for that person, in particular in view of the business activity disclosed pursuant to the provisions governing the Central Registration and Information on Business (CEIDG).

11. Consumer – a natural person performing a legal transaction with an entrepreneur which is not directly connected with that person’s business or professional activity, including an Entrepreneur with Consumer Rights.

12. Delivery and Acceptance Report – a document recording the Delivery of Products.

13. Acceptance Report – a document confirming the course of acceptance activities, including acceptance of completed works.

14. Acceptance – completion of acceptance activities evidenced by a Delivery and Acceptance Report or an Acceptance Report, as appropriate.

15. Offer – an offer within the meaning of the Civil Code, submitted by the Seller and capable of acceptance by the Buyer within a specified period. Effective acceptance by the Buyer constitutes conclusion of the Contract in accordance with the Civil Code.

16. GTCS – these General Terms and Conditions of Sale.

17. Item / letter – references to the respective numbered item or letter. These GTCS are organised into chapters, items and letters.

18. Copyright Act – the Polish Act of 4 February 1994 on Copyright and Related Rights (consolidated text: Journal of Laws of 2022, item 2509).

19. Construction Law – the Polish Act of 7 July 1994, Construction Law (consolidated text: Journal of Laws of 2023, item 682, as amended).

20. Products – movable goods sold by the Seller, in particular structures, coverings and equipment for tunnel buildings, polytunnels and tent structures, livestock buildings, warehouses and other facilities, including construction works, as well as building materials including concrete blocks and slabs.

21. Unloading of Products – unloading of the vehicle by which the Seller delivered the Products. Unloading begins upon the first operation performed on a Product located on that vehicle.

22. Seller – ARBENA SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ, with its registered office at ul. Tadeusza Kościuszki 169, 40-524 Katowice, Poland; tax identification number (NIP) 6511714494; entered in the register of entrepreneurs of the National Court Register, maintained by the District Court Katowice-Wschód in Katowice, 8th Commercial Division of the National Court Register, under KRS number 0000435185; with share capital of PLN 200,000.00, fully paid up.

23. Parties – the Seller and the Buyer, individually referred to as a Party.

24. Contract – a contract between the Seller and the Buyer for the provision of Services or sale of Products. References to the Contract in these GTCS also include a contract concluded through acceptance of an Offer and signing an Order.

25. Services – services sold by the Seller other than Products or Design Documentation, including, among others, the performance of specific works or construction works.

26. Order – a contract for the purchase of Products or Services prepared on an order form provided by the Seller.

1. These General Terms and Conditions of Sale apply to transactions involving the sale of Products and Services.

2. These GTCS supplement the provisions of the Contract. The Parties may amend the GTCS by expressly specifying the provisions being modified. Any changes to the GTCS binding on the Parties must be made in written or documentary form, failing which they shall be invalid, and must be confirmed by both Parties.

3. These GTCS may be updated periodically. The applicable GTCS are those in effect when the Contract is concluded. This does not change in the case of Amendments; the GTCS applicable pursuant to the second sentence of this item continue to apply.

1. Performance of a Contract for the sale of Products is conditional upon payment of the advance specified in the Contract, unless the Parties agree otherwise in the Contract.

2. The Buyer may withdraw from the Contract referred to in Item 3 of this Chapter without incurring costs up to the date of payment of the advance. Withdrawal must be made in written or documentary form, failing which it shall be invalid. This provision does not restrict any other rights of the Consumer.

3. The Buyer shall pay the advance within 30 days of conclusion of the Contract unless a different period is specified in the Contract.

4. If the advance is not paid by the agreed deadline, the Seller may, at its discretion: (a) withdraw from the Contract within 30 days after the payment deadline; or (b) set an additional payment deadline and, if it expires without payment, withdraw from the Contract within 30 days after that additional deadline.

5. Independently of the rights set out above, if the advance is not paid or is paid late, the Seller may make continued performance of the Contract conditional upon conclusion of an Amendment. The Seller shall submit a proposed Amendment to the Buyer and set a deadline for its conclusion. If the Amendment is not concluded by that deadline, the Seller may withdraw from the Contract within 30 days after the deadline for concluding the Amendment.

6. If the Seller does not exercise the rights specified above, the condition for performance of the Contract shall be deemed unfulfilled and the Contract shall terminate.

7. When refunding an advance (in the case referred to in Item 5 above), the Seller shall calculate and deduct the costs of making the refund.

8. Items 4, 5 and 7 of this Chapter shall apply accordingly to Contract payments other than the advance.

9. The Seller is under no circumstances obliged to supply Products from a particular manufacturer. References to a specific product or manufacturer may be understood solely as identifying comparable parameters, such as dimensions, intended purpose, material quality and durability (comparability parameters). Even if a particular product or manufacturer is specified in the Contract, the Seller may supply an equivalent product in terms of those parameters for the same Remuneration.

1. Unless the Contract provides otherwise, the Seller shall deliver the Products covered by the Contract to a location within the territory of the Republic of Poland indicated by the Buyer in the Contract. For this purpose, the territory of Poland excludes waters and the decks of vessels and aircraft.

2. The delivery date and place shall be agreed in the Contract.

3. The Seller shall select the means of transport and the delivery contractor at its discretion.

4. The Buyer shall indicate a delivery location legally and safely accessible by a lorry and trailer combination with a gross vehicle weight of up to 40 tonnes and a length of up to 16.5 metres.

5. If the location indicated by the Buyer does not meet the requirements of Item 4: (a) the Seller shall deliver the Products to the nearest location meeting those requirements, where the Buyer shall collect them under the same rules as at the original delivery location; and (b) the Buyer shall cover the additional costs incurred by the Seller in connection with the delivery referred to in letter (a).

6. Delivery dates specified in the Contract, even if stated as a particular calendar day, are indicative. The actual date also depends on factors beyond the Seller’s control. The Seller shall not be liable for delivery on a date other than the contractual date if this occurs without fault on its part.

7. The Seller may notify the Buyer of the planned delivery date by specifying a range of dates within which delivery may take place.

8. No later than the delivery date, and at least two hours before the planned delivery, the Seller shall inform the Buyer of the expected arrival time. The Buyer shall arrange unloading in accordance with the Contract and these GTCS.

9. If the delivery date changes for reasons attributable to the Buyer, the Seller shall store the Products at its warehouse and charge storage fees of 0.5% of the Remuneration for each commenced day of storage.

10. The Buyer shall arrange Unloading of the Products without delay. Unloading must begin within two hours of Delivery at the latest. For this purpose, the Buyer shall provide suitable equipment and operators enabling the vehicle to be unloaded safely and efficiently.

11. If the Buyer fails to begin unloading within two hours of Delivery, the Seller may charge a contractual penalty of PLN 300 net for each commenced hour of waiting.

12. In the circumstances described in Item 11, after four hours from Delivery the Seller may return with the Products in order to place them in storage and charge the Buyer a contractual penalty of PLN 3,000.00 for the return journey with the Products. Storage fees shall be calculated under Item 9 of this Chapter.

13. In the circumstances covered by Items 9 and 11-12, the obligation to collect the Products from the Seller’s warehouse passes to the Buyer. The Buyer shall collect them within six days of the unsuccessful Delivery. Chapter 5 (Purchase of Products and Collection from the Warehouse) shall apply accordingly.

14. The Buyer is fully liable for damage caused by equipment and personnel it engages for Unloading.

15. The Buyer is fully liable for unloaded Products, including theft, loss and destruction. The Seller is liable for the Products only during their actual installation.

16. The Seller shall deliver the Products in appropriate packaging. The quantity of packaging units and Products delivered shall be recorded in the Delivery and Acceptance Report, which the Buyer shall sign upon Acceptance of the Products.

17. The Buyer may not refuse Acceptance if the Product has defects that do not prevent its use for its intended purpose.

18. The Buyer shall record all reservations in the Delivery and Acceptance Report.

19. An unjustified refusal by the Buyer to sign the Delivery and Acceptance Report, including where the Buyer raises reservations, entitles the Seller to withdraw from the Contract within seven days of Delivery and to collect the Products at a time specified by the Seller, at the Buyer’s risk and expense. In addition to those collection costs, the Seller may impose a contractual penalty of 35% of the Remuneration for withdrawal; the Seller may deduct that penalty from payments made by the Buyer towards the relevant Contract.

20. Alternatively to Item 19, at the Seller’s election, an unjustified refusal to sign the Delivery and Acceptance Report, even where reservations are raised, results in loss of the Buyer’s rights arising from statutory liability for defects and from the guarantee regarding Products whose Acceptance was not confirmed. In the case of Consumers, this provision is limited to the extent required by mandatory law.

21. If the Seller is to provide additional services concerning unloaded Products, even under a different Contract (for example, installation), the Buyer shall keep the Products in their original unopened packaging. If the packaging is opened or damaged before the Seller begins installation or other services, the Buyer loses rights under statutory liability for defects and the guarantee for those Products and may no longer claim that the delivered order was incomplete. In the case of Consumers, these restrictions apply only to the extent permitted by mandatory law.

22. The Seller reserves the right to make partial deliveries depending on the dimensions and properties of the Products and on the planned schedule of other services, such as installation. The provisions of this Chapter apply accordingly to each partial delivery.

23. In matters not regulated by these GTCS or the Contract concerning Delivery by the Seller, the DAP (Delivered at Place) rule of Incoterms 2020 issued by the International Chamber of Commerce in Paris shall apply.

1. The Buyer shall collect the ordered Products directly from the Seller’s warehouse unless the Contract requires the Seller to arrange delivery.

2. The collection date shall be agreed in the Contract. The Parties may change that date; the change is valid only if confirmed by the Seller in written or documentary form, failing which it shall be invalid.

3. If the Buyer delays collection, the Seller may charge storage fees of 0.5% of the Remuneration for each commenced day of storage.

4. If collection is delayed by more than 14 days, the Seller may withdraw from the Contract and charge the storage fees referred to above. The Seller may exercise this right within 12 months after expiry of the 14-day period. Upon withdrawal, the Seller may also charge a contractual penalty of 35% of the Remuneration. Withdrawal does not affect the obligation to pay the storage fees under Item 3.

5. In matters not regulated by these GTCS or the Contract concerning collection from the warehouse, the EXW (Ex Works) rule of Incoterms 2020 issued by the International Chamber of Commerce in Paris shall apply.

7. Installation or other construction Services include installation of purchased Products and/or other assembly or technical work, including construction, renovation and other works.

8. Unless the Contract provides otherwise, installation covers exclusively Products purchased from or through the Seller.

9. The Buyer configures the Building and its equipment according to its own concept. The Seller is not responsible for whether the ordered Products or Services are optimal for the Buyer’s intended purpose or comply with standards or regulations relevant to the planned use. The Buyer shall independently determine which standards apply to the planned use of the Building or other Products and Services.

10. The Seller is not liable for changes to Service completion dates resulting from circumstances for which it is not at fault, including unforeseen events beyond its control. Such circumstances include weather preventing safe and effective installation, epidemic emergencies, unexpected failure of installation equipment, and national or local legislation restricting movement or construction activity. In such cases, installation periods shall be extended accordingly unless the Seller sets a new completion date.

11. For Building installation, weather conditions deemed to prevent safe and effective installation include, among others: air temperature below 0 °C at 9:00 a.m.; instantaneous wind speed exceeding 40 km/h between 6:00 a.m. and 6:00 p.m. on a day scheduled for frame installation; instantaneous wind speed exceeding 10 km/h during those hours on a day scheduled for covering or insulation installation; precipitation exceeding 30 mm for more than four hours during those hours on a day scheduled for frame installation; and any precipitation above 0 mm during those hours on a day scheduled for fitting coverings, foundations or anchors. The Seller may rely on its own measurements or on readings from a weather station covering the installation area and may also rely on forecasts. It may decide not to begin work based on such forecasts even if the forecast weather does not materialise. In that case the Seller shall set a new date for the work.

12. The Buyer is solely responsible for verifying its administrative and legal obligations; the Seller does not advise the Buyer on these matters. The Seller acts only within the scope entrusted by the Buyer under the Contract. Visualisations provided by the Seller do not replace an architectural and construction design.

13. The Seller is not liable for changes in Service completion dates due to the absence of documentation required for the Investment, including building permits, designs or consents. The Seller is not responsible for identifying those obligations.

14. For Building installation, the Buyer shall provide access and a working area extending at least three metres horizontally beyond the installation footprint and a vertical clearance at least ten metres above the planned height of the Building as specified technically (for example, free of overhanging branches). The Seller may issue binding site-preparation instructions.

15. If Buildings or other premises are adapted for fitting equipment (for example, floor screeds), the Buyer shall make the Building or premises available and provide adequate working space. The Seller may issue binding preparation instructions.

16. During Services, the Buyer shall provide a 230 V alternating-current socket and running mains water within 20 metres of the installation site. The Buyer bears the costs of electricity and water used and is responsible for the technical condition of those installations.

17. The Buyer shall prepare the site for installation in accordance with the GTCS and Contract, after consulting relevant designers and taking local conditions into account. If Services cannot be performed at the agreed time, for example because the site has not been prepared, the Buyer shall reimburse costs incurred by the Seller in making its installation team available on the original date. After obtaining information from the Buyer, the Seller shall set a new date. If the site is still unfit on that date, the Seller may withdraw from the Contract within 60 days of establishing the lack of preparation and charge a contractual penalty of 35% of the Remuneration, which may be set off against the Buyer’s payments under that Contract.

18. Independently of the right of withdrawal under the preceding Item, the Seller may demand reimbursement of additional costs incurred in preparing to provide the Services on a different date or charge for additional work.

19. The Seller may use subcontractors when performing Services.

20. The Contract may require the Buyer to provide specified machinery, equipment and operators. The Buyer shall ensure that machinery and equipment have valid technical inspections, are in working order and safe to use, and that operators have appropriate authorisations, qualifications and experience. The Buyer is responsible for the safety of such persons and property, for supervision and for work performed by them.

21. The Buyer is responsible for operators’ acts and omissions and for damage caused by operators or equipment provided by the Buyer.

22. If the Buyer fails to fulfil obligations under the GTCS or Contract, the Seller may set an additional deadline. If that deadline passes without compliance, the Seller may withdraw within 60 days after its expiry and charge a contractual penalty of 35% of the Remuneration. The deadline may be confirmed in writing or documentary form.

23. The Seller shall clean the site after performance of the Services; the Buyer shall lawfully manage or dispose of remaining waste and assumes the obligations of waste producer and holder for waste generated during performance of the Contract. The Seller is not required to restore the worksite or access roads if any damage is a normal consequence of proper performance of the agreed works.

24. Completion of Services shall be recorded in an Acceptance Report (final acceptance). The Seller may also require partial acceptance at any stage; the provisions on final acceptance apply accordingly.

25. The Buyer shall attend final Acceptance on the date set by the Seller and carry out acceptance activities without undue delay and within no more than one day. Final Acceptance shall be documented in an Acceptance Report.

26. The Buyer may not refuse Acceptance where defects in the Product or Service do not prevent its use for its intended purpose. In the event of an unjustified refusal, the Seller may carry out acceptance unilaterally, with the same legal effect as Acceptance.

27. The Seller’s statutory liability for defects in connection with Services lasts for two years from Acceptance, including partial Acceptance. If the Buyer is a Consumer, the relevant periods are determined by the law currently in force.

28. Where Services are to be performed as part of an Investment requiring a building permit or notification, contractual commencement dates presuppose that the Buyer has a final and legally effective building permit or has made a legally effective notification by the date work is to begin. If works must start later for these reasons, the contractual dates shall be extended accordingly.

1. Unless the Parties agree otherwise, technical advice is included in the purchase price of a Building as follows: one day for a Building up to and including 30 metres long; two days for a Building longer than 30 metres. A day means eight consecutive hours between 6:00 a.m. and 6:00 p.m.

2. Unless the Parties agree otherwise, the time for providing technical advice is specified in the Contract.

3. The Seller chooses how technical advice is provided, whether by a personal visit by its representative, telephone availability or another form of remote communication.

4. The Seller provides technical advice based on familiarity with the instructions supplied by the Building manufacturer.

5. Technical advice is not available where the Buyer commissions installation from the Seller.

6. The right to use technical advice expires 30 days after Delivery of the Building. Waiving or not using technical advice does not entitle the Buyer to a refund of any part of the Remuneration.

1. Each Product has a specific intended use. Buildings have not been designed for unrestricted public access or for uses unrelated to storage (in particular retail, office or parking use).

2. The Seller is not liable for the consequences of using Products contrary to the purpose specified by their manufacturer.

3. The Buyer assumes sole responsibility for using Products otherwise than for their intended purpose, which may also result in loss or limitation of rights under statutory liability for defects and the guarantee.

1. For construction works carried out by the Seller for the Buyer, unless the Contract provides otherwise, all duties of the investor under generally applicable law, including the Construction Law, remain with the Buyer. Depending on the circumstances, these may include: (a) procuring a construction design and other designs as necessary; (b) procuring a health and safety plan; (c) obtaining a building permit or filing a construction notification and notifying the construction supervision authority of completion, if required; (d) applying to the competent authority to stamp a submitted construction log or to issue and stamp such a log; (e) procuring a technical design subject to Article 34(3b) of the Construction Law for investments covered by a building permit; (f) appointing an appropriately qualified construction or works manager for works covered by a building permit; and (g) appointing an appropriately qualified investor’s supervision inspector where required by the building permit or regulations issued under Article 19(2) of the Construction Law.

2. The Buyer is solely responsible for verifying and performing its administrative and legal obligations relating to the Investment.

3. The Seller performs Services only within the scope entrusted by the Buyer and does not verify the Buyer’s administrative and legal obligations.

1. Where the Contract requires the Seller to prepare design documentation, and unless otherwise stated, the Seller prepares only an architectural and construction design for subsequent adaptation by the Buyer.

2. The Parties may extend this scope only if the extension is expressly described in the Contract.

3. The time limit for preparing Design Documentation shall be specified in the Contract. That period is suspended while official, administrative, judicial or other procedural deadlines connected with the Seller’s preparation of the Design Documentation are running.

4. Where required by the assigned scope, the Buyer shall cooperate with the Seller in submitting requests, enquiries, applications and other documents to the authorities necessary to prepare the Design Documentation. Unless otherwise agreed, such representation does not include drafting those documents. The Buyer shall grant appropriate powers of attorney, including the possibility of substitution, and bear the costs of granting and using the authorisations and official fees. The Seller may initially pay these costs and demand reimbursement within a deadline it sets, separately from the Remuneration. The Buyer may not refuse to grant a power of attorney permitting further delegation.

5. The Buyer shall provide all data and documents necessary for the Design Documentation. The Seller is not liable for delays caused by the Buyer’s late delivery of such documents.

6. Unless the Contract provides otherwise, the Seller does not submit building permit applications, construction notifications, completion notifications, applications for occupancy permits or applications for other approvals on behalf of the Buyer.

7. The Seller is not liable for rejection of a building permit application based on Design Documentation prepared by the Seller if the Seller has not prepared that documentation defectively through its own fault.

8. The exact scope of the Design Documentation service shall be specified in the Contract.

9. The Seller is not liable where the purpose for which Design Documentation was prepared cannot be achieved, unless this is the result of an error attributable to the Seller.

10. The Buyer’s obligations, in addition to those stated elsewhere in the GTCS and Contract, include: (a) participating in Acceptance of the Design Documentation; and (b) providing the Seller with all data needed to perform the Contract by the deadline set by the Seller.

11. The Seller may demand an amendment to the time limit and Remuneration if: (a) circumstances unknown to the Seller when concluding the Contract arise during preparation of the documentation and require additional work; or (b) design conditions change because of changes to applicable laws, standards or technical rules.

12. The Seller may withdraw from the Contract if the Buyer fails to perform its obligations under the GTCS or Contract for more than 14 days in total, thereby preventing further performance. Notice of withdrawal may be given within 60 days after expiry of that 14-day period.

13. The Buyer shall pay the Seller a contractual penalty in the event of: (a) withdrawal by the Seller for reasons attributable to the Buyer, amounting to 30% of the Remuneration for works from which the Seller has withdrawn; or (b) delay in providing data and documents, amounting to 1% of the Remuneration for each day of delay.

14. The Seller may use subcontractors.

15. The Seller shall inform the Buyer when the Design Documentation is completed, and the Buyer shall accept it within the period set by the Seller.

16. The Design Documentation is a work within the meaning of the Copyright Act.

17. The application of Article 55 of the Copyright Act is excluded.

18. Unless otherwise agreed, the Seller may provide Design Documentation on any medium, including electronically.

19. Ownership of copies of the construction design and electronic media passes to the Buyer upon payment of the Remuneration.

20. The Seller’s statutory liability for defects in the Design Documentation lasts for two years from delivery of that documentation to the Buyer. For Consumers, the relevant periods follow the law currently in force.

1. The Buyer may accept the Seller’s Offer during the period specified in that Offer (the period during which it is binding).

2. The Buyer may accept an Offer by declaring acceptance or placing an order for the Products described therein. Such an order shall state the number and date of the Offer.

3. The Seller is not liable for price discrepancies or differences in Product or Service parameters if the Buyer has not unambiguously referred to a particular Offer from the Seller.

4. A declaration accepting an Offer must be made in written or documentary form, failing which it is invalid.

5. Acceptance of an offer with modifications or additions (Article 68¹ of the Civil Code), by silence (Article 68²) or through conduct (Article 69) is excluded.

1. Prices established in the Contract are binding provided that the Contract is performed within the specified time limits, subject to Item 2. This does not apply where the Seller is itself in default in performing the Contract.

2. The Seller may seek adjustment of the Remuneration, including determination according to a new Seller price list, where the Contract is not performed within its specified time through circumstances beyond the Seller’s control.

3. The Seller may also increase the agreed Remuneration if the costs borne by it increase substantially, including costs of materials, transport, installation and subcontractor remuneration. Such an increase shall not increase the Seller’s profit above the level originally envisaged.

1. Payment deadlines and individual instalments, where applicable, are specified in each Contract.

2. The Seller may make successive stages of work conditional upon payment of a proportionate share of the Remuneration.

3. Unless otherwise agreed in the Contract or Order, payments shall be made to the Seller’s bank account and deemed made when credited to that account.

4. The goods remain the Seller’s property until the Remuneration is paid in full, without prejudice to the Buyer’s liability referred to in Chapter 4, Item 21.

5. Unless indicated otherwise, prices quoted by the Seller are net prices.

6. The Seller may make performance of further Contracts conditional upon the Buyer fulfilling all previously due obligations to the Seller, and may postpone performance until all such obligations are satisfied.

7. The Seller may set off amounts it is owed by the Buyer against amounts the Buyer is owed by the Seller.

8. The Seller may withdraw from the Contract if the Buyer’s payment delay exceeds 14 days. That right may be exercised within 60 days after the payment deadline.

1. Imposition of any contractual penalty, in particular under these GTCS or the Contract, does not exclude the Seller’s right to claim compensation for losses exceeding the amount of the contractual penalty.

1. The Seller’s postal correspondence address is ul. Tedeusza Kościuszki 169, 40-524 Katowice, Poland.

2. Electronic correspondence may be sent to kontakt@arbena.pl or to the relevant Seller representative maintaining contact with the Buyer at an address in the @arbena.pl domain.

1. The Buyer shall keep strictly confidential all technical, commercial and organisational information relating to the Seller and connected with performance of the Contract. Subject to Item 3 of this Contract, the Parties also consider the contents of the Contract confidential.

2. This duty of confidentiality does not apply where disclosure is required by law or where the information was generally and publicly known before disclosure.

3. The Seller may disclose information about the Contract in tender procedures in which it is a bidder, to the extent required by the tender rules.

4. If the confidentiality duty in this Chapter is breached, the Buyer shall pay the Seller a contractual penalty of PLN 20,000.00.

1. The Seller may withdraw from the Contract if: (a) the Buyer fails, for more than 14 days in total, to perform duties under the GTCS or Contract, preventing continued performance; withdrawal may be declared within 180 days after the end of that 14-day period; or (b) performance of the Contract becomes impossible in full or within contractual time limits for reasons not attributable to the Seller; withdrawal may be declared within 180 days after the relevant circumstances arise.

2. Withdrawal by either Party operates ex nunc (from that time forward). The Seller may withdraw with ex tunc (retroactive) effect if expressly stated in its declaration. This applies to withdrawal under the GTCS, the Contract or generally applicable law, subject to Consumer rights.

3. Within 30 days of withdrawal, the Seller shall draw up an inventory report of works completed as of the withdrawal date, as the basis for settling completed works and payments due from the Buyer. Settlement shall be based on contractual prices; if detailed settlement is not possible on that basis, the Parties shall use prices published by SEKOCENBUD for the quarter preceding the inventory report.

1. The Seller is the controller of the Buyer’s personal data. Information on the controller’s processing of personal data is available at https://www.arbena.pl/klauzula-informacyjna.

1. Any assurances and arrangements relied upon by the Buyer and agreed with the Seller or its personnel are effective only if recorded in written or documentary form, failing which they are invalid, unless these GTCS or the Contract provide otherwise.

2. Matters not governed by these GTCS or the Contract, including disputes, shall be subject to Polish law, including the Civil Code.

3. Information on consumer rights at https://arbena.pl/konsumenci forms an integral part of these GTCS.

4. The Seller performs Contracts on Business Days unless it decides for other reasons that performance on other days is necessary.

5. If a Contract is not performed for reasons attributable to the Buyer, the Seller may claim damages from the Buyer in addition to its other rights.

6. The Parties shall first endeavour to resolve disputes amicably through negotiations and refer matters to court only as a last resort. If one Party refuses to cooperate in an amicable resolution, the other may refer the dispute directly to court.

8. Any disputes arising from performance of an Order or Contract that are brought before a court shall be determined by the court competent for the Seller’s registered office, unless a Party is a Consumer.

8. Pursuant to Chapter 2, Item 2, these GTCS are deemed to apply from 6 December 2024 until replaced by newer terms effective from a later date.