General Terms of Sale

1. GLOSSARY

1. Corotop – Corotop S.A. with its registered office in Chrząstowice at ul. Ozimska 2A, 46-053 Chrząstowice, entered in the register of entrepreneurs kept by the District Court in Opole, VIII Commercial Division of the National Court Register, under KRS number: 0000320862, National Business Registry No.: 530993551, Tax ID No.: 7541013532, amount of share capital: PLN 733,073.00, paid in full,

2. Buyer – a person or entity entering into an agreement with Corotop to which the GTCS apply,

3. GTCS – these General Conditions of Sale of Corotop S.A.,

4. Manufacturer – a person or entity entering into an agreement with Corotop for the supply of Construction Products bearing the Manufacturer’s own brand,

5. Parties – Corotop and the Buyer,

6. Goods or Construction Product – the object of Corotop’s performance under an agreement, in particular goods or services,

7. Agreement – any agreement between Corotop and the Buyer in which Corotop acts as a seller, supplier, agreement, subcontractor or service provider,

8. Producer – Corotop as part of an agreement for the supply of Construction Products bearing the Manufacturer’s own brand.

 2. APPLICATION OF THE GTCS

1. The GTCS shall apply to all agreements concluded with Corotop.
2. Any contractual terms and conditions of the Buyer, including general terms and conditions of agreements, in particular as set out in its order, acceptance of the offer, return offer or other declaration, shall be rejected.
3. The conclusion of an agreement shall mean that the Buyer accepts the application of the GTCS to any future agreements, without the need to further stipulate the application of the GTCS.

3. CONCLUSION OF THE AGREEMENT

1. The terms and conditions of the agreement are determined by Corotop. Any provisions or stipulations of the Buyer shall only apply to the agreement if expressly accepted by Corotop.
2. Once the Buyer has received Corotop’s order confirmation, the Buyer may lodge objections only until 12:00pm the following day. In the absence of objections or if objections are lodged after the deadline, the agreement shall be deemed to have been concluded in accordance with the terms set out in the order confirmation.
3. If the Buyer raises objections, within the time limit specified above, Corotop shall take the objections into account in a new offer or order confirmation or inform the Buyer that the objections are rejected. The possibility of conclusion of an agreement with the inclusion of the Buyer’s objections without prior express acceptance by Corotop shall be excluded. In case of any doubts, Corotop shall be deemed to have rejected the objections and the agreement shall be deemed to have been concluded on the terms and conditions previously stipulated by Corotop.

4. TERMS AND CONDITIONS OF DELIVERY OF THE GOODS

1. Unless otherwise agreed by the Parties, agreements will be performed subject to Incoterms 2020 – Ex Works, with the place of receipt indicated in the agreement, or in its absence, at the Corotop plant in Ozimek.
2. It is the responsibility of the Buyer to enable delivery of the Goods to the designated location. In the event of restrictions on the delivery of the Goods to the agreed location (e.g. in the height, length or weight of the vehicles), the Buyer is obliged to inform Corotop of this prior to the conclusion of the agreement.
3. The delivery date for the Goods stated in the agreement is an approximate date, which is not a direct commitment of Corotop. In any event, Corotop reserves the right to change the delivery date, particularly in case of the occurrence of events beyond Corotop’s control. Corotop shall not be liable for any such rescheduling.
4. Corotop reserves the right to make partial deliveries and before the agreed date.

5. DELAY IN COLLECTION OF THE GOODS

1. The Buyer is obliged to collect the Goods on the day of delivery. In the event that the Buyer is delayed in taking delivery of the Goods, including when Corotop refuses to deliver the Goods due to the Buyer’s delay in payments, Corotop shall be entitled to charge the Buyer for the costs of storage, insurance, special or additional transport of the Goods and any other costs that Corotop incurs in connection thereto.
2. Notwithstanding the above obligations, the Buyer shall pay to Corotop a contractual penalty, for each day of delay in taking delivery of the Goods, in the amount of 0.2% of the total net price of the Goods concerned by the delay.
3. In the event that the Buyer is delayed in collection of the Goods for a period of at least 7 days, Corotop shall be entitled to withdraw from the agreement, resell the Goods or destroy or recycle them and charge the Buyer with the relevant costs associated therewith, provided that Corotop’s rights in respect of the agreement for the supply of Manufacturer’s own branded Construction Products are detailed in Clause 6 below.
4. In the event that the Goods are resold, Corotop shall be deemed to have withdrawn from the agreement in the part relating to the resold Goods. If the resale price of the Goods is lower than the price stipulated in the agreement, the Buyer shall be obliged to pay Corotop a contractual penalty equal to the difference in these prices. Corotop stipulates that it is not obliged to seek the best offers for the resale of the Goods. The foregoing does not exclude the Buyer’s obligation to pay a contractual penalty for the delay in collection of the Goods and to reimburse any further related costs as referred to above.

6. ADDITIONAL RIGHTS OF COROTOP (APPLICABLE ONLY TO AN AGREEMENT FOR THE SUPPLY OF CONSTRUCTION PRODUCTS BEARING THE MANUFACTURER’S OWN BRAND)

1. In the event that the Buyer is delayed in collecting Construction Products for reasons beyond the control of the Producer, the Producer shall be entitled to issue a VAT invoice to the Manufacturer covering the full Price and to receive payment under the terms of the agreement.
2. In the situation described in Section 1, irrespective of the right to issue a VAT invoice, the Producer shall be also entitled to:
   a) sell Construction Products on behalf of the Manufacturer, in packaging marked with the Manufacturer’s data and logo – with the Manufacturer identified as the manufacturer,
   b) repack the Construction Products in packaging marked with the details and logo of the Producer (exclusively or in addition to the Manufacturer’s logo; according to the original graphic design from the Manufacturer or the Producer’s own design) and the entity that performed the repackaging, and the subsequent sale of the Products on behalf of and for its own account – with the Producer identified as the manufacturer,
   c) change the representation of the trade mark consisting, for example, in the covering up of part of the mark or other modification of its appearance or a non-substantial change in the condition of the goods and the subsequent repackaging and sale of the Goods as in b) above,
   d) destroy the Construction Products,
   e) recycle the Construction products and to charge the Manufacturer for the relevant costs involved.
3. The Manufacturer declares that it has examined all the circumstances and consciously consents to the repackaging and/or sale of the Products and to changes to the representation of the trademark or to a non-substantial change in the condition of the goods in the manner set out in Section 2 above, and that it has obtained all consents of third parties necessary for the exercising of the Producer’s rights and that there are no obstacles to expressing consent. The Manufacturer declares that the Producer may use the Manufacturer’s packaging and labelling designs, the Manufacturer’s brand, its know-how, knowledge of production technology and specifications of Construction Products for the purposes specified in Section 2 above (the consent shall be interpreted extensively).
4. The Manufacturer declares that repackaging and/or selling of the Products and making changes to the representation of the trademark or a non-substantial change to the condition of the goods shall not constitute an infringement of the reputation of the trademark or other industrial property rights or of the personal, proprietary, dependent or related copyrights of the Manufacturer, shall not give a third party the impression that there is a connection between the Producer and the Manufacturer, and shall not constitute an artificial division of the markets, and shall therefore not constitute a legitimate reason for the Manufacturer to object in view of the exhaustion of the trademark and the aforementioned rights of the Producer. The Manufacturer shall not make any claim against the Producer in relation to its actions taken under this Section of the agreement.
5. The Manufacturer declares that Construction Products are intended for introduction and distribution in the EEA. If the situation arises that Construction Products will be placed on the EEA market for the first time, the Manufacturer under the agreement agrees for the Producer to place on the EEA market all Construction Products covered by the agreement in respect of which the condition for the resale has been met as a result of the lack of the collection of the Products.

6. The rules set out above apply equally to situations where Construction Products are not the subject of the first placing on the market in the EEA, meaning that the Manufacturer agrees to use the trade mark for other pieces of the same Construction Product.
7. The Producer is obliged to notify the Manufacturer immediately of the repackaging of the labelled Product and to provide the Manufacturer with a sample of the repackaged Product, as well as of the sale.
8. Should the situation referred to in paragraphs 1 and 2 above arise, the funds received by the Producer from the sale of Construction Products or their recycling shall be credited against the Manufacturer’s obligations towards the Producer. If the Producer obtains from the sale an amount higher than the Manufacturer’s obligations under the agreement (or in the absence of such obligations), this amount will not be reimbursed to the Manufacturer, but will constitute additional remuneration to the Producer.
9. The above consents of the Manufacturer and the Producer’s rights shall remain in force for the duration of the agreement, and after its termination or expiry – for the period of limitation of Producer’s claims against the Manufacturer for breach of the agreement, in particular for failure to collect the ordered goods. The Manufacturer declares that it will not withdraw the consents and declarations made, nor will it take any action to oppose the exercising of the Producer’s rights.
10. Upon termination or expiry of the agreement, the Manufacturer shall purchase all packaging and labels not used by the Producer included in the forecasts and made in excess of the forecasts (not exceeding 20% of the forecast quantity of the Products), at a price equivalent to the manufacture or purchase of such packaging and labels by the Producer plus 10%. To this end, immediately upon termination or expiry of the Agreement, the Producer shall inform the Manufacturer of the quantity of the remaining labels and packaging and the repurchase price thereof and issue a related VAT invoice, payable within 7 days of its delivery. The Manufacturer will be obliged to collect these packages and labels within 7 days of payment of the sale price. If the packaging and labels are not collected by the Manufacturer in time, the Producer shall be entitled to destroy or dispose of them, at the Manufacturer’s expense and risk. The Manufacturer shall not be obliged to repurchase the Excess over Forecasts exceeding of 20% of the forecast quantity of the Products.

7. PAYMENTS

1. Unless otherwise agreed by the Parties in the Agreement, the Price for the Goods is payable in advance by way of prepayment.
2. Corotop has the right to reserve payment in advance in the agreement. If the advance payment is not paid on time, Corotop is entitled to withdraw from the agreement.
3. Payment of the price for the Goods shall be made by the due date specified in the agreement. If no due date is set, the due date of 7 days from the date of the issuing of the VAT invoice shall be deemed to apply.
4. All banking costs resulting from the processing of the payment shall be borne by the Buyer.
5. In the event of any delay on the part of the Buyer in the payment of any amounts due to Corotop, including those arising from other agreements or relationships of the Parties, Corotop reserves the right to suspend performance of the agreement until the arrears are settled by the Buyer. The above shall be deemed to be a delay in the performance of the agreement through the fault of the Buyer. If such a delay lasts longer than 7 days, Corotop is entitled to withdraw from the Agreement.
6. Any claims by the Buyer against Corotop, including on account of complaints or other allegations relating to the performance of the agreement, cannot constitute grounds for refusal to pay the price for the Goods.
7. The Buyer’s right to set off any of its receivables against those of Corotop shall be excluded.
8. Ownership of the Goods shall only pass to the Buyer upon full payment of the Price. The Buyer shall refrain from placing the Goods on the market until the Price has been paid in full to Corotop.
9. The prices of the Goods are stated net and will be increased by the appropriate amount of VAT, if any.
10. Corotop informs that its receivables are subject to insurance, under which the insurer sets maximum trade credit limits for individual Buyers covered by the insurance; notwithstanding the above, Corotop may set its own trade credit limits for individual Buyers. If the limit so set is reached or exceeded, Corotop reserves the right to suspend performance of agreements in favour of the Buyer until the debt is paid. Corotop undertakes to inform the Buyers of the amount of the trade limits set for them, at the latest on the date on which the performance of the agreement is suspended due to the limit being reached or exceeded.
11. The Buyer irrevocably accepts the use of electronic invoices and sending them to the email address used at the conclusion of the agreement or any other address indicated in the relevant registers. The Buyer may designate to Corotop a separate address for sending electronic invoices.

8. DELIVERY OF GOODS

1. The Buyer is obliged to examine the quality and quantity of the Goods at the time of delivery, including the manner in which they are secured during transport.
2. In the event that visible damage or shortages of the Goods are discovered upon delivery, including in particular such as may have occurred during transport, the Buyer shall:
   a) draw up a protocol to this effect with the carrier or make appropriate reservations on the transport documents,
   b) take photographs documenting the irregularities (of the Goods, the way they are packed, the way they are secured during transport, the means of transport, including registration numbers).
3. Confirmation of the collection of the Goods from transport without reservations confirms correct delivery.
4. A 10% deviation in the quantity of the Goods delivered is permissible, which does not constitute grounds for a complaint. Completion or delivery of a lesser quantity of Goods up to -10% shall be deemed to be completion of the Order in full. The Buyer shall purchase all Goods made or supplied in excess, up to +10% of the Order. The difference in the quantity of the Goods will be settled by a reduction or increase in the Price (additional payment).

9. WARRANTY AND STATUTORY WARRANTY

1. In the event of non-conformity of the Goods with the agreement, or irregularities in delivery, the Buyer shall have the right to lodge a complaint within 5 days of receipt of the Goods, under pain of forfeiture of statutory warranty rights.
2. Complaints concerning latent defects in the Goods which could not be asserted upon inspection of the Goods at the time of and immediately after delivery may be made by the Buyer within a period of 6 months from the receipt of the Goods. Within the remaining scope rest, Corotop’s liability under statutory warranty at sales shall be excluded.
3. Statutory warranty does not cover defects arising in particular from:
   a) the execution of the Order on the basis of data, guidelines, documents or regulations provided by the Buyer or direct instructions given by the Buyer,
   b) the introduction of specific technical solutions or concepts to the Goods, in particular materials, components or methods at the Buyer’s request,
   c) improper storage, packaging or assembly of the Goods, including failure to comply with the instructions for storage and assembly of the Goods, and misuse of the Goods,
   d) the introduction by the Buyer or a third party of any modifications to the Goods, without Corotop’s consent in writing under pain of nullity,
   e) the functioning of the facilities, installations, materials, etc., with which the Goods have been connected, of which they have become a part, from their improper handling, use or assembly, even if the Goods were defective but the Buyer by exercising due diligence could have detected the defect before processing them.
4. Corotop’s liability under the warranty may be set out in the warranty documents issued individually for selected Corotop products.
5. Corotop shall be liable under the warranty and statutory warranty only on the condition that the Buyer complies with the conditions of the instructions and recommendations concerning the Goods, in particular with regard to their storage and assembly.
6. Corotop’s total liability, including on account of the warranty and statutory warranty, shall be limited to the net sale price of the Goods to which the defect relates under the relevant agreement. Corotop shall not be liable for indirect damage, consequential damage, lost profits, costs associated with the installation of defective Goods and their replacement, and damage caused by defective Goods.
7. COROTOP makes no representations or warranties of any kind concerning the visual qualities of the Goods, including colour, texture, markings, packaging or otherwise, unrelated to the characteristics and intended use of the Goods. All images, graphics and descriptions of the Goods in this regard are for illustrative purposes only and the actual appearance of the Goods may vary. Differences may also exist between Goods from different production batches.
8. Employees and representatives of Corotop are not authorised to make representations or warranties regarding the Goods unless expressly confirmed by Corotop in writing. Any recommendations by Corotop employees or representatives or other advice concerning the Goods, including their storage, use, installation, properties, etc., are not binding. The provision of such information does not release the Buyer from its obligation to familiarise itself with the Goods’ documentation, including instructions, safety data sheets, labels, etc.
9. The Buyer is obliged to store and assemble the Goods in accordance with the Goods Storage and Assembly Manual, available on the Technical Data Sheet, the label and website of Corotop (full contents of the Manual can be found at www.corotop.com.pl). The Buyer is further obliged to communicate the Manual to its customers and to ensure that it is passed on to subsequent purchasers together with the Goods or by any other accepted means. In the event of non-performance of the aforementioned obligation, the Parties agree that Corotop shall be released from liability for the Goods towards the Buyer and, furthermore, if the Buyer’s customer or a subsequent purchaser makes any claim directly against Corotop, the Buyer shall indemnify Corotop against any liability towards such persons.

10. COMPLAINT PROCEDURE

1. Complaints should be submitted via the online form available at: COMPLAINTS (https://jr.corotop.com/index.php?cmd=PublicStart&ps=cd33f141cb00a0dc9f697d63d4d16b1e&username=publicUser
2. A complaint notification should include full identification of the Goods, including:
   a) the number indicated on the agreement (agreement or offer number),
   b)the quantity of Goods subject to the complaint,
   c) indication of the reasons for the complaint, with a description of the defects and their documentation in the form of samples, a description, photographs, etc.
3. Corotop is entitled to request additional documentation or materials from the Buyer in order to assess the validity of the complaint, including inspection of the Goods at the Buyer’s premises.
4. Corotop shall be entitled to reject the complaint if the above conditions are not met.
5. Corotop will consider complaints within 30 days from the date of their notification.
6. The Buyer will reimburse Corotop for the costs associated with investigating unjustified complaints.
7. If a complaint is accepted, both under the warranty and statutory warranty, Corotop shall be entitled to:
   a) replace the defective Goods with new ones,
   b) withdraw from the agreement and refund the sale price to the Buyer, in the part relating to the defective Goods,
   c) repair the defective Goods.
8. The manner in which a complaint is dealt with shall be decided by Corotop at its own discretion.
9. In the event of the replacement of Goods or withdrawal from the agreement, Corotop may choose not to accept the defective Goods. In such a situation, the defective Goods shall remain the property of the Buyer, or the subsequent purchaser of the Goods, and no additional obligations or liability shall arise on the part of Corotop in respect of such Goods.
10. Due to continuous changes in production technology and adaptation of Goods to market requirements, in the event of delivery of new Goods in place of defective Goods, Corotop may deliver similar Goods, i.e. with similar parameters and properties, but is not obliged to deliver identical Goods.

11. FORCE MAJEURE

1. Corotop shall not be liable for non-performance or delay in the performance of the agreement resulting from circumstances beyond its control, including acts or omissions caused by force majeure, such as fortuitous events, fires, wars, disasters, epidemics and pandemics, traffic incidents during transport, riots, natural disasters, strikes, blockades, labour disputes, events of a criminal nature, changes in the laws, administrative decisions and orders of state authorities. The above also applies if such circumstances arise on the part of Corotop’s suppliers or subcontractors. Force majeure shall also be deemed to exist if suppliers or subcontractors of Corotop, key to the performance of the agreement, are prevented from performing their obligations to Corotop as a result of their bankruptcy or other cessation of business.
2. In the event of force majeure, the deadlines for performance of the agreement shall be extended accordingly.
3. If, due to the above, the delay in performance of the agreement exceeds 30 days, the Parties will enter into discussions to determine further conditions and deadlines for performance of the agreement. Corotop, however, reserves the right to withdraw from the agreement (in whole or in part) if its performance becomes impossible, considerably hindered or, in Corotop’s opinion, economically unjustified.
4. If there is a change in economic conditions which, in Corotop’s opinion, reduces the profitability of performance of the agreement or hinders performance of the agreement, in particular if there is a change in the prices of raw materials, production costs, wages or public obligations, or if there is a change in the exchange rate affecting the price level of the Goods by more than 2% in relation to the price on the date of the agreement, Corotop shall be entitled to unilaterally amend the terms of the agreement by adjusting, at its discretion, the amount of the price of the Goods or the terms of performance of the agreement. If the new terms and conditions are not accepted, the Buyer shall, within 5 days of their presentation, be entitled to withdraw from the part of the agreement which has not yet been performed and to which the amendment relates.

12. CONFIDENTIALITY

1. The Parties and any persons used in the performance of the object of the agreement are obliged not to disclose to third parties any information they have received in connection with the performance of the agreement (the “Confidential Information”). The confidentiality rules set out in this Clause shall only apply if no separate agreement to this effect has been concluded between the Parties. In such a case, the provisions of that agreement shall prevail.
2. The obligation of confidentiality shall continue for the duration of the agreement and after its expiry for a period of 5 years.
3. Confidential Information shall constitute a business secret of the Parties within the meaning of Article 11 of the Act on Combating Unfair Competition of 16 April 1993, and the Parties shall be entitled to use it solely for the purpose of performance of the agreement.
4. The Parties undertake to exercise the utmost diligence in connection with the non-disclosure of Confidential Information obtained from the other Party, its advisers, and its affiliates. The Parties undertake to make Confidential Information available only to persons who are directly involved in the work connected with the performance of this agreement to the extent necessary for the performance of the activity in question.
5. The Parties undertake to treat the contents of this agreement as Confidential Information under the terms of this Clause.
6. The Parties assume full liability for compliance with the above provisions by any person to whom they delegate certain activities covered by the object of the agreement.

13. APPLICABLE LAW AND JURISDICTION

1. The substantive and procedural law of the Republic of Poland applies to the agreements.
2. In case of any doubt, the registered office of Corotop shall be deemed to be the place of performance of the agreement.
3. The competent court for disputes arising in connection with the agreements shall be the Common Court of the Republic of Poland with jurisdiction over Corotop’s registered office.
4. The application of the United Nations Convention on Agreements for the International Sale of Goods, executed in Vienna on 11 April 1980, shall be excluded.

14. PERSONAL DATA

1. The controller of the personal data provided in connection with the agreement is Corotop.
2. Any personal data provided in relation to the agreement will be processed solely for the purposes of its performance.
3. Information about Corotop’s processing of personal data can be found at: https://corotop.com.pl/en/personal-data/ .

3. Corotop S.A. obliges the Buyer to immediately communicate the information clause concerning the processing of personal data by Corotop to all persons whose data will be made available in connection with this agreement.

15. ANTI-CORRUPTION CLAUSE

1. The Buyer is obliged to familiarise itself with the current Kingspan Group Anti-Corruption Code, available at https://www.Corotop.com.pl, and to comply with its provisions.
2. The Buyer undertakes to ensure that the provisions of the Anti-Corruption Code, as indicated in the Code, are also observed by all subcontractors and further suppliers used in the performance of the agreement.

16. FINAL PROVISIONS

1. The transfer of any rights or obligations under the agreement shall only be permissible with the prior express written consent of Corotop, otherwise being null and void.
2. Corotop is entitled to claim damages in excess of the stipulated contractual penalties.
3. Corotop reserves the right to make changes to the specifications of the Goods insofar as this is necessary to comply with legal obligations, to improve the quality or safety of the Goods, to reduce the negative environmental impact of the Goods and otherwise that do not materially affect the quality and functionality of the Goods.
4. Corotop reserves the contractual right to withdraw from the agreement or any part of it, against payment of a derogation amounting to 10% of the net value of the Goods concerned.
5. The contractual right of Corotop to withdraw from the agreement, as defined in the GTCS or in the agreement, may be exercised by Corotop within 365 days from the conclusion of the agreement or confirmation of the order by Corotop, no later than the date of receipt of the Goods by the Buyer and payment of the sale price for the Goods.
6. Unless the agreement provides otherwise, the Buyer shall be responsible for complying with all legal requirements relating to the import or export of the Goods, including the payment of any related fees.
7. In the event of violations by the Buyer, Corotop shall be entitled to exercise its rights as set out in the GTCS, without the Buyer having to be notified in advance and granted additional deadline.
8. The written form in the GTCS shall be reserved in each case under pain of nullity.
9. Should one or more provisions of the GTCS prove to be ineffective or invalid, the effectiveness of the remaining provisions shall not be affected thereby. The Parties undertake in such a case to replace the ineffective provision with one that comes closest to the economic and actual purpose of the ineffective provision.
10. Each Party is obliged to inform the other Party of any change of its address. In the absence of such information, the last known address shall be deemed correct for any service.