General Terms of Sales and Provision of Services by API.PL Spółka z o.o. in Rąbień

I. General Provisions
1. These General Terms of Sales and Provision of Services are general contractual terms within the meaning of Art. 384 of the
Polish Civil Code and are applied by API.PL Sp. z o.o. with the registered office in Rąbień, ul. Okrężna 37, entered in the
National Court Register under no. KRS 0000345423.
2. These General Terms are an integral part of contracts concluded with API.PL Sp. z o.o. as well as orders, and they are binding
on both parties, unless it arises otherwise from a written contract.
3. These General Terms of Sales and Provision of Services apply only to contracts made by API.PL with business
entities/entrepreneurs who are not consumers within the meaning of Art. 22(1) of the Polish Civil Code.
4. The expressions used in these General Terms of Sales have the following meaning:
a) API.PL – API.PL Sp. z o.o. with the registered office in Rąbień, ul. Okrężna 37, entered in the National Court Register
under no. KRS 0000345423, NIP (tax no.) 7322136134;
b) Client – an entrepreneur/business entity who is not a consumer within the meaning of Art. 22(1) of the Polish Civil Code,
and who purchases products, goods, or services from API.PL, where such a purchase is linked directly to the professional
nature of the business operations the entrepreneur/business entity conducts, as well as an entrepreneur/business entity
who purchases products, goods, or services from API.PL, where such a purchase is not linked directly to the professional
nature of the business operations the entrepreneur/business entity conducts (an entrepreneur/business entity with the
rights of a consumer);
c) Parties – API.PL and Client;
d) General Terms of Sales (further: GTS) – these General Terms of Sales and Provision of Services by API.PL;
e) Goods – products and goods sold by API.PL;
f) Consumables – goods other than devices;
g) Service – all services provided by API.PL to the Client which are linked to a sales contract or which are provided
independently;
h) Carrier – a courier, transport company, or freight company used by API.PL to send products to the Client.
5. The provisions of these GTS may only be amended in writing (including by e-mail), otherwise any modifications will be deemed
null and void. The fact of making a separate sales contract or a contract for provision of services excludes the application of
these GTS only to the extent which is regulated differently in the contract.
6. All changes to a Contract or an order require a written consent of API.PL.
7. The Parties exclude the application of Client’s model/draft contracts (in particular general terms, model/draft contracts, rules
etc.).
8. All details published on the API.PL websites as well as in catalogues, pricelists, and portfolios are for information only, and
they are not an offer within the meaning of the Polish Civil Code, but are only an invitation to place orders.
9. Catalogue prices of goods and services included in API.PL pricelists are for information only, and they are binding as at the
date of sending/providing a pricelist. API.PL reserves the right to change catalogue prices.
10. All information provided by API.PL concerning the purpose and use of goods offered by API.PL may not constitute grounds
for any claims. In the case of consumables, the Client is obliged to perform tests before use, which will enable them to
determine unambiguously whether the material is fit for the Client’s purpose. API.PL may not be held accountable on the
grounds of unfitness of the goods for the Purchaser’s needs, nor for the use, application, processing, or storage of the goods.
11. Non-faulty goods may not be returned.
12. For sales via sklep.api.pl, the Terms and Conditions of the SKLEP.API.PL Online Store are applied.

II. Concluding the Contract
1. A contract is deemed as concluded when:
a) a commercial offer made for the Client by API.PL has been accepted with no reservations within the offer validity
period;
or
b) the Client has placed an order (offer) and API.PL has started to complete it (this does not apply to the sales contracts
concerning devices and contracts for provision of services), or when the Client has placed an order (offer) and API.PL
has declared that it has accepted the order.
2. Commercial offers made by API.PL are drawn up in writing and delivered to the Client by post, e-mail, or in person; they are
binding within the period specified in the offer. The Client may accept the offer in the manner specified in the offer.
3. When API.PL introduces changes or additional elements to an offer which has already been made, it is recognised as a new
commercial offer which supersedes all offers made before.
4. When the Client accepts an offer made by API.PL or places an order, it means that the Client consents to all the GTS being
applied with no modifications whatsoever.
5. The Client may place an order by post, e-mail, or in any other manner agreed by the Parties.
6. An order should include the Client’s data, personal data of the person placing the order, description of the ordered goods (e.g.
catalogue no. of the product, product type and quantity, other details which make it possible to identify the ordered products
unambiguously), full address of the place where the products are to be delivered, and the proposed delivery date.
7. An order is binding on the Client starting from the date on which it was placed. It is not possible to cancel the order after
API.PL has confirmed that it has accepted the order or it has started to complete the order (in the event of sales contracts
concerning products other than devices).
8. If API.PL is not able to complete a Client’s order according to what is stated in the order (e.g. due to the specified quantity of
goods being unavailable, a different date of completion/delivery), then, within 2 working days of receiving the order, API.PL
will determine together with the Client the scope of the order which will be completed.
9. If API.PL is not able to perform an entire contract or its part for reasons independent from API.PL and related to a supplier of
goods, API.PL may rescind the entire contract with the Client or a part thereof. API.PL may not be held accountable for any
damage suffered as a result by the Client.
10. If Client’s petition bankruptcy has been filed, settlement proceedings have been initiated with the Client’s creditors, or a
decision about the Client’s liquidation or actual discontinuation of the Client’s operations has been made, API.PL has the right
to rescind the contract and recognize all payments received as a compensation for the resulting damage.

III. Price and Payment Conditions
1. In API.PL pricelists, prices of goods are provided in Polish zlotys (PLN) or other currencies.
2. Prices of goods provided in pricelists, offers, or order confirmations are net prices to which VAT must be added at the rates
applicable on the date when the VAT invoice was issued.
3. If a pricelist, offer, or order confirmation includes prices in foreign currencies:
a) any translation of the price to PLN included in the offer or order confirmation is for the purpose of information only;
b) the Client may receive a VAT invoice in a foreign currency or in PLN; if the VAT invoice for an offer or an order which
includes prices in a foreign currency is issued in PLN, the prices from the offer or the order are translated into PLN at the
average NBP rate applicable on the date on which the VAT invoice was issued.
4. The payment must be made in the currency that is consistent with the VAT sales invoice.
5. The payment is recognized as made when the API.PL’s bank account is credited.
6. If API.PL issues a corrective invoice, the Client undertakes to sign a copy of that invoice and send it to API.PL or agree to its
content and send it by e-mail to API.PL at zamowienia@api.pl
7. If the Client delays the payment of the entire price for the delivered goods or service or a part thereof, API.PL has the right to
charge the Client with statutory interest for delay in commercial transactions.
8. If the payment is delayed for over 30 days, API.PL:
a) hands the case over to a third-party debt collector and charges the Client with the costs of debt collection;
b) has the right to rescind the contract without setting an additional deadline for the payment. API.PL may not be held
accountable for any damage suffered on that account.
9. If the Client delays the payment for any invoice issued earlier, API.PL has the right to suspend the performance of any sales
contracts or contracts for provision of services made with the Client (including the delivery of goods to the Client and provision
of a service) until the overdue amount has been paid with due interest, to rescind those contracts, and to refuse to accept any
further orders.
10. If any circumstances arise which show that there is a risk that the Client will fail to perform its obligations on time, API.PL
reserves the right to suspend the deliveries of products and to refuse to accept orders until the payment is properly secured.
11. API.PL has the right to dispose of the receivables on contracts made with the Client at its own discretion; in particular, it has
the right to recognize any amounts paid as a payment of the oldest debt or interest.
12. The Client may set off its receivable against a receivable of API.PL only subject to a written consent of API.PL.
13. API.PL holds the title to the goods or other objects until the Client has paid the whole price for the goods or the service.

IV. Terms of Delivery; Release and Collection of Goods
1. The date and place of the performance of a contract will each time be agreed upon by the parties. Dates of deliveries stated
in confirmations are approximate. Deliveries may be made in parts; for each partial delivery, API.PL may issue a separate
invoice.
2. If the Client provides misleading or false information concerning the delivery, the Client agrees that API.PL will not be held
liable for the proper performance of the contract.
3. Orders concerning consumables are completed, i.e., shipped, on the next working day, as long as the goods are in stock,
subject to the following exceptions:
a) orders which do not have to be shipped on a pallet are shipped on the same working day, provided that they are
placed until 02.00 p.m.
b) orders which have to be shipped on a pallet are shipped on the same working day, provided that they are placed
until 10.00 a.m.
4. The Parties agree that the costs of loading the goods for transport are paid by API.PL, while the Client is responsible for the
unloading of the goods (making necessary arrangements for it and the cost), regardless of who pays the costs of transport.
The Client is responsible for the proper unloading of the goods.
5. The goods may be transported to the place specified in the order by an external carrier. In such a case, the goods are
recognized as released upon entrusting them to the carrier. If the order does not include any information about the choice of
a carrier by the Client, it is understood as a consent to the delivery of the goods by the carrier with whom API.PL cooperates
on a regular basis.
6. The goods are transported to the place specified by the Client in the order. If the delivery address is changed after the order
has been placed, all resulting costs are paid by the Client.
7. The Client ensures that a person authorised to collect the delivery on its behalf is present in the place and on the date of
delivery. Refusal to accept the product or an absence of an authorised person do not release the Client from the obligation to
pay for the goods and the transport. The Client also provides, if necessary, the equipment and personnel needed for the
unloading of the goods.
8. API.PL may not be held accountable for any damage to the goods during transport, in particular in the event when
the Client has failed to meet all formal conditions of collecting a damaged delivery, to draw up the damage report
upon the collection of the goods, and to notify API.PL of the fact in line with items 11-12.
9. If an order has been placed, but the goods are not collected or are collected on a different date, which results in additional fees
being charged by the carrier, the Client bears all the additional fees charged by the carrier (e.g. costs of storage, repeated
delivery etc.).
10. API.PL may not be held accountable for delay in releasing the goods if:
a) the delay is a result of a delayed delivery of the goods to API.PL by the supplier of the goods or has occurred through the
fault of the carrier;
b) the delay is a result of a suspended release of goods by API.PL for reasons referred to in Section III, items 9 and 10.
11. Upon the collection of the goods/delivery, the Client is obliged to:
a) inspect the packaging carefully for any possible visible damage caused in transport, inspect the quality and quantity of
the goods, check the goods for any identifiable defects (e.g. dents and other mechanical damage), and check whether
the goods are consistent with the specification included in the offer/order;
b) take all actions aimed at determining the liability of the carrier, including drawing up a relevant damage report where all
defects or damage of the goods are recorded, and taking photographs of the damaged packaging and/or goods.
12. Upon the collection of a device, the Client is obliged to:
a) inspect the cargo on the vehicle for any external physical damage to the packaging, and check whether the cargo has
been secured with straps, beams, chains, etc. If any damage to the external packaging is found, the Client is obliged to
draw up a damage report with the courier, which will serve as the basis for filing a complaint regarding damage incurred
during transport. The report should indicate the irregularities found, such as incorrectly secured machines, missing or
incorrectly fastened straps, quantity discrepancies as compared to the documents, dents, scratches, cracks, etc. The
records should clearly state that the damage occurred during transport.
b) If damage incurred during transport is found, it is necessary to take photos (or make a video) of the damage and
irregularities found in the presence of the courier, without, however, recording the image of persons participating in the
unloading operation.
c) If API.PL delivers to the Customer a device which installation is carried out by an API.PL Service Technician, the
Customer must not unpack the device, but the Client is still obliged to inspect the shipment as described in Section IV,
items 12 to 14. The device must be unpacked in the presence of an API.PL Service Technician.
13. Signing of the delivery document/consignment note delivered with the goods is a confirmation that the delivery is consistent
with the delivery document/consignment note/VAT invoice delivered with the goods and, therefore, is a confirmation that
API.PL has performed its obligation properly.
14. The Client may not be released from its obligations referred to in Section IV, items 11 to 13 above and avoid the consequences
of a failure to perform them by referring to the adopted practice of trade and collection of goods. The Client may resign from
the visual inspection referred to in items 11 and 12 at its own risk; however, it is obliged to sign the delivery
document/consignment note.
15. In the event of deliveries where an inspection in the presence of the courier/carrier is impossible or too time-consuming, the
Client is obliged to inspect the goods and report promptly to API.PL all possible defects in quantity, not later, however, than
on the day following the delivery acceptance date.
16. If the Client has processed the goods in any way, API.PL is released from its liability for the inconsistency of the delivered
goods with the order or order confirmation.
17. If any quantity/quality defects are found in delivered consumables, the Client is obliged to:
a) notify API.PL of the fact within 2 days of finding quality defects by sending a complaint to reklamacje@api.pl , on a complaint
form which may be downloaded from www.api.pl, together with a photo documentation of the defect and a photo of the
label/serial number;
b) send the sample of the goods with visible defects and the information about the manner of use and storage of the goods;
c) stop using the consumables if any quality defects are found during the production process;
d) if the complaint is accepted: send the delivered goods back to API.PL in original packaging with serial numbers.
18. API.PL will process the complaint within 14 days of receiving it together with a sample of the consumables. The complaint
may be processed only if the consumables have been stored according to their properties. If quality defects are found in the
delivered consumables, API.PL will, at its own discretion, replace the consumables with ones free of quality defects or return
the value of the consumables that is proportionate to the extent of the quality defects found.
19. Unfitness of the goods for the Purchaser’s purposes is not a quality defect.
20. The fact of making a complaint concerning quality defects of the goods and the period of waiting for the processing of the
complaint by API.PL do not constitute grounds for postponing the deadline for the payment for the goods and do not release
the Client from the obligation to pay.

V. Contractual Guarantee; Statutory Guarantee
1. A contractual guarantee concerning a device sold by API.PL may be granted to the Client by API.PL or by the manufacturer
on the terms and conditions specified in detail in the contractual guarantee sheet accompanying the goods or on the
manufacturer’s website. If there is no contractual guarantee sheet accompanying the goods, it means that neither API.PL nor
the manufacturer grants a contractual guarantee for the goods concerned.
2. API.PL is released from its obligations on the grounds of a contractual guarantee if the Client was aware of a defect in the
goods at the moment of the release of the goods.
3. The statutory guarantee for physical defects of things under the Polish Civil Code is excluded with regard to contracts made
with Clients based on these GTS.
4. API.PL has the right to suspend any guarantee procedures until the Client has paid all overdue amounts owed to API.PL

VI. Detailed Rules of Service Provision
1. These GTS apply to the provision by API.PL of services in relation to sales contracts (maintenance services) or independently,
unless the provisions in Section VI state otherwise.
2. The Client may place an order for maintenance services by filling in the maintenance service form available on www.api.pl
and sending the signed form by e-mail to serwis@api.pl.
3. By accepting the service offer prepared by API.PL, the Client is obliged to do the following in relation to the placed order:
a) pay the costs of repair, which include, among other things, the costs of spare parts, consumables, labour, and transport,
calculated on the basis of the rates applicable in API.PL at the time (this does not apply to the repairs performed under a
contractual guarantee granted to the Client);
b) provide access to the device to the maintenance worker on the agreed date and in the agreed time;
c) provide access to the device in a room with the technical parameters specified by the manufacturer (power, room size,
temperature, humidity);
d) ensure the presence of a person authorised to accept the service.
4. Before the provision of a service, a device acceptance report is drawn up which specifies the condition of the device upon its
delivery to the API.PL maintenance worker. The report must be signed by the Parties. If the Client does not sign the report,
API.PL will rescind the contract for the provision of services for reasons attributable to the Client.
5. If it occurs during the provision of the service that it is necessary to provide other services which are not included in the order
or that it is necessary to sell additional spare parts or consumables, API.PL will provide the additional services after the Client
has accepted the scope and cost of the works.
6. If API.PL finds at the Client’s that it is not necessary to provide the service or if the Client fails to ensure the proper conditions
for providing the maintenance services referred to in Section VI item 3 above, the Client is obliged to pay the travel costs of
the maintenance worker and the working hour cost at the applicable rates of API.PL specified in the maintenance services
pricelist.
7. API.PL grants a contractual guarantee for the services provided on conditions listed below:
a) the Client is obliged to report a defect in the provision of services in writing within 2 days of revealing the defect, not later,
however, than within 7 days of the service provision date, or else the Client loses its rights under the contractual
guarantee;
b) if the Client’s complaint is accepted, API.PL undertakes to remove the defect in the services provided, free of charge,
within 14 days of reporting the defect (in the event of a defect in maintenance services) or within 21 days of reporting the
defect in the event of a defect in spare parts;
c) if API.PL finds that there are no grounds for reporting a defect in maintenance services, API.PL may charge the Client
with costs incurred in relation to the report made by the Client, in particular costs of travel and costs of drawing up an
expert opinion to verify the grounds for the report.
8. The Client loses its right under a contractual guarantee for the services provided by API.PL if:
a) the serviced object is used in a manner which is inconsistent with its purpose, manufacturer’s recommendations, or
recommendations included in the manual;
b) the Client hides from API.PL other damage to the serviced object or irregularities in its operation other than those reported
or fails to notify API.PL of them;
c) the Client provides untrue information concerning the serviced object, its manner of operation, condition, or the degree
of wear;
d) the Client performs repairs, changes, or modifications of the serviced object on its own or commissions third parties to
perform them;
e) the Client uses consumables other than those recommended by API.PL.
9. The contractual guarantee does not cover consumables.

VII. Force Majeure; Liability
1. API.PL may not be held liable for a non-performance or improper performance of its obligations if that is a result of
circumstances caused by force majeure.
2. The liability of API.PL for damage caused to the Client (regardless from legal grounds) is limited to the value of the order or
the service to which the claim pertains.
3. API.PL may only be held liable for actual loss, and not for profit which the Client could have earned if damage had not been
incurred (loss of profit).

VIII. Final provisions
1. All materials and documents received by the Client in connection to the placement of orders or sales of goods are confidential.
The Client may use them for its own purposes only; the Client may not provide them to third parties and is obliged to protect
them against the access of third parties.
2. All representations made between the parties in order to make or amend a contract should be delivered to the other party by
post, e-mail, or in person or else will be deemed null and void.
3. The provisions of the Polish Civil Code apply to all matters which are not regulated in these GTS.
4. If a provision of these GTS turns out to be inconsistent with the applicable law or is found invalid or ineffective under a ruling
of a competent court, this does not have an effect on the validity and effectiveness of the remaining provisions. In such an
event, the Parties undertake to amend the provision accordingly, preserving the original intentions of the Parties.
5. The court of general jurisdiction competent for the place where the registered office of API.PL is located is competent for
resolving all possible disputes.
6. These General Terms of Sale enter into effect on 17th June 2024.

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