In all cases where ECO IN Spółka z ograniczoną odpowiedzialnością (hereinafter referred to as ECO) is or is intended to be a party to an agreement as the Seller or Supplier, as well as acting as a supplier under delivery contracts, these terms and conditions shall apply unless the parties agree otherwise in writing.

These Terms constitute an integral part of the offer of ECO IN Spółka z ograniczoną odpowiedzialnością.

1. Offer

1.1. Offers made by ECO are binding on ECO under the terms specified therein, pursuant to the provisions of the Civil Code, provided that such offers are made in writing.

1.2. Announcements, advertisements, price lists, and other information provided by ECO do not constitute an offer but an invitation to commence negotiations.

2. Price

2.1. Unless the agreement provides otherwise, the applicable prices shall be the net prices effective on the date of delivery, EXW (loco) ECO warehouse, excluding VAT.

2.2. In the event of a general price increase by the Seller for the goods covered by the order during the period between order acceptance and delivery, the new price shall apply. However, the Buyer may withdraw from the agreement regarding the undelivered portion of goods by submitting a written statement within 10 days of receiving information about the price increase.

3. Orders

3.1. Orders placed by the Buyer are subject to these terms and conditions of sale.

3.2. Any purchasing or delivery terms deviating from ECO’s terms of sale, to which ECO has not consented in writing, shall be deemed unagreed and therefore non-binding for ECO.

3.3. Only orders and amendments thereto made in writing and signed by authorized persons are binding on ECO. Telephone or oral agreements require written confirmation by ECO to be valid.

3.4. Deviations from a placed order will only be recognized by ECO if ECO provides written consent.

4. Delivery Time

4.1. Agreed delivery dates are approximate only.

4.2. In the event of a delay in delivery, ECO is obliged to promptly notify the Buyer, stating the reason and the expected duration of the delay. The Buyer is obliged to grant ECO an extension of no less than 30 days.

4.3. If the delivery term is established as “immediate,” it is assumed not to exceed 14 days.

5. Delivery

5.1. ECO reserves the right to make deliveries in installments (partial deliveries).

5.2. Benefits and burdens associated with the subject of delivery, as well as the risk of accidental loss or damage (transfer of risk), pass to the Buyer upon handing over the goods to the forwarding/shipping company. If the Buyer collects the goods from the warehouse, the risk passes when the goods are placed at the recipient’s disposal. The transfer of risk to the Buyer does not depend on which party bears the transport and forwarding costs under the agreement.

6. Shipment

6.1. Shipments are made to the address indicated by the Buyer unless the Buyer collects the goods from the warehouse. Shipping documents shall include the order number and a description of the delivered items.

6.2. Transport and forwarding costs shall be borne by the Buyer.

6.3. If the agreement provides that transport costs or part thereof are paid in advance by ECO, these costs will be itemized separately on the invoice, and copies of bills of lading or other proofs of delivery will be attached to such invoice.

7. Force Majeure

7.1. War, strikes, lockouts, shortages of raw materials or energy, factory disruptions, as well as other fortuitous events that delay or hinder delivery, shall release ECO from the obligation to make deliveries during such disruptions.

7.2. Both parties are entitled to withdraw from the agreement if the disruptions described in point 7.1 last longer than 3 months.

7.3. In the event of total or partial loss of a supply source, ECO is not obliged to cover the demand for raw materials and supplies from other suppliers.

8. Payment

8.1. Payment shall be made in cash in the full amount without discount at the time of delivery, unless the agreement between the parties provides for a different method and deadline for payment.

8.2. If the agreement provides for payment via bank transfer, payment is deemed made on the date the funds are credited to ECO’s bank account.

8.3. Upon expiration of the payment deadline, the Buyer shall be in default without the need for a reminder, entitling ECO to claim statutory interest for late payment.

8.4. In case of justified doubts regarding the Buyer’s ability to pay, especially in case of payment delays, ECO reserves the right to cancel established payment terms and demand prepayment or additional security for further deliveries.

8.5. Set-offs of counterclaims by the Buyer, as well as the right to refuse performance or the right of retention, are excluded.

9. Samples and Technical Assistance

9.1. Samples provided to the Buyer by ECO and ECO’s technical and chemical specifications serve only as a general description of the goods and do not release the Buyer from the obligation to conduct an inspection after each delivery.

9.2. Technical assistance provided by ECO to the best of its knowledge is not binding on ECO and does not release the Buyer from the obligation to inspect each delivery for suitability for the intended use before further processing.

10. Notification of Defects and Warranty

10.1. The Buyer shall inspect the goods immediately after each delivery and promptly notify ECO in writing of any physical defects, incorrect deliveries, or discrepancies. The deadline for submitting a notice of defects is seven days from the date of delivery. In the case of partial deliveries, the aforementioned obligation also applies to each installment.

10.2. Transport damage must be reported immediately upon receipt of goods. A description of such damage must be included in the bill of lading or recorded in a protocol in the presence of the carrier. Failure to record transport damage at the time of receipt precludes the consideration of a complaint.

10.3. Notification of defects does not entitle the Buyer to withhold payment or refuse further deliveries.

10.4. In cases of timely and justified notifications of defects, ECO will, at its discretion, provide replacement goods or refund the purchase price of the rejected goods. This does not apply to transport damage (for which the carrier is responsible).

10.5. ECO does not guarantee that the product is free from patents or other protected third-party rights regarding claims arising from quality defects.

11. Damage Claims

11.1. The Buyer’s claims for damages are excluded if ECO is only guilty of minor negligence.

11.2. The amount of liability for damages is limited to the purchase price. If the Buyer has processed the goods delivered by ECO, ECO’s maximum liability is limited to the purchase price of the quantity already processed.

12. Retention of Title

12.1. The subject of delivery remains the property of ECO until payment of all existing and future claims arising from the given business relationship has been made.

12.2. In the event of processing “conditional goods” (unpaid goods), ECO becomes the owner of the newly manufactured goods upon processing. In case of processing, combining, or mixing “conditional goods” with goods owned by third parties, ECO acquires co-ownership of the resulting goods in proportion to the invoice value of the “conditional goods” relative to the invoice value of other materials. In case of processing, combining, or mixing with a primary substance owned by the Buyer, ECO becomes the owner of the newly created substance.

12.3. Regarding ECO’s share in the protection of ownership, upon processing, combining, or mixing, the Buyer hereby assigns to ECO all claims the Buyer may have against third parties arising from the sale of goods owned or co-owned by ECO. No other assignments are permitted, including assignments within factoring transactions.

12.4. The Buyer is obliged to store the “conditional goods” (unpaid goods) with due diligence and is required to insure said goods against storage risks. Upon concluding an insurance agreement, the Buyer hereby assigns to ECO its claims arising from such insurance agreement.

12.5. Within the scope of proper business conduct, the Buyer has the right to dispose of the “conditional goods” and collect payments for their resale, provided that the Buyer fulfills its existing obligations toward ECO. The Buyer is not entitled to establish a pledge on the “conditional goods” or the assigned claims, nor to transfer them as additional security. The Buyer is obliged to notify ECO in writing of the location of assigned claims or “conditional goods” held by third parties immediately upon becoming aware of it, but no later than within 3 days.

12.6. If the Buyer is in default of payment, ECO has the right to demand the return of the goods without granting an extension period or canceling this agreement. Upon initial request, the Buyer is obliged to provide ECO with all required information and documentation relating to the inventory of “conditional goods” and assigned claims and is obliged to immediately inform its customers of the assignment.

12.7. At the Buyer’s request, ECO shall release the surplus of the additional security at its discretion if the value of the security exceeds ECO’s total claims by 20%.

13. Final Provisions

13.1. Polish law and INCOTERMS shall apply. The application of the United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded.

13.2. The local jurisdiction for the parties shall be the courts in Warsaw.

13.3. ECO is entitled to use electronic data processing to store contractor data and evaluate it for ECO’s commercial purposes, in compliance with applicable legal regulations.

13.4. Should any of the above-mentioned provisions be partially or entirely invalid, the remaining provisions of this agreement shall also be deemed ineffective.