General Terms and Conditions of Purchase Agreements

1.1 These General Terms and Conditions of Purchase (hereinafter referred to as "GTP Purchase") constitute a contractual template referred to in Article 384 of the Civil Code, binding for all agreements concluded by Norcospectra Industries sp. z o.o. with a contractor.

1.2 Acquisition by Norcospectra, hereinafter referred to as the "Buyer," of services as well as all goods may only be carried out in accordance with the provisions of these GTP Purchase.

1.3 GTP Purchase shall take precedence over any other general terms of agreements or contractors' regulations.

1.4 Any provisions of the Agreement individually agreed upon between the Parties shall take precedence over conflicting provisions of the GTP Purchase. Any deviations are permissible upon the written consent of the Buyer.

2.1 Definitions:

• Price - means the value of sale of a service or goods.
• Supplier - means the seller or supplier under the Agreements (defined below).
• GTP Purchase - means these General Terms and Conditions of Purchase of Norcospectra Industries sp. z o.o. with its registered office in Sońsk, at ul. Ciechanowska 30A, 06-430 Sońsk.
• Parties - means the Buyer and the Supplier collectively, and "Party" means a buyer or Supplier.
• Product - means a movable item or service that is the subject of sale or delivery under the Agreement.
• Agreement - means any agreements for the sale or delivery of movable property or services concluded by the Buyer as a purchaser or recipient, regardless of the form or mode of conclusion of the Agreement. In the case of unnamed agreements containing an element of sale or delivery, the GTP Purchase applies to that part of the rights or obligations that corresponds to the rights and obligations of the parties to the sales or delivery agreement.
• Quality defect - means non-conformity of the Product with the condition resulting from the Agreement or the properties of the Product.

2.2 Other terms are defined in further parts of the GTP Purchase, by writing them in capital letters, in parentheses, quotation marks, or bold print. In all provisions of the GTP Purchase, such defined terms should be interpreted according to the context of the sentence in which they were defined.

3.1 The Buyer may place an order in writing or via email ("Order").

3.2 In the case of an Order related to the execution of a special process (e.g., electroplating, heat treatment, welding processes), the Buyer may provide additional requirements regarding the approval of these processes by the Buyer.

3.3 The Supplier is obliged to confirm acceptance for execution or reject the Order within 5 working days.

3.4 The Supplier confirms acceptance of the Order for execution in the form in which the order was placed. The Supplier's commencement of execution of the Order for the Buyer signifies acceptance of the Order for execution on the terms specified by the Buyer in the Order and the provisions contained in these GTP Purchase.

3.5 In the absence of a clear statement of rejection or acceptance of the Order within the timeframe specified in point 3.2, it is assumed that the Order has been accepted, and the contract has been concluded upon the expiry of the specified period.

3.6 All items provided for the purpose of fulfilling the Supplier's obligations arising from the Order or GTP Purchase, which may be necessary for production, shall be the property of the Buyer unless otherwise agreed by the Parties.

4.1 The contract is concluded upon the delivery of confirmation of acceptance of the order for execution by the Supplier to the Buyer or at the time indicated in point 3.5. The content of the contract is determined by the submitted order, confirmation of acceptance of the order for execution, and these GTP Purchase.

4.2 If the Supplier makes any changes to the Order without written agreement from the Buyer, the Buyer may cancel the Order (Contract) within 30 days from the date of learning about the reason for cancellation. In the event of cancellation of the contract, the Supplier is not entitled to compensation. All changes to the Contract require written form under penalty of nullity.

4.3 If the Buyer and the Supplier are bound by a framework agreement for the sale or delivery of Products, which includes these GTP Purchase as an integral part, they apply to each Order placed by the Buyer, without the need for their delivery to the Supplier each time.

5.1. The Supplier guarantees to have adequately qualified personnel capable of ensuring the required quality of the Products and compliance with the Buyer's requirements.

5.2. The Supplier undertakes to deliver Products free from defects and in accordance with the Buyer's Order.

5.3. The Supplier shall notify the Buyer of any instances of Products not meeting the requirements of the delivery and shall agree on the terms of delivery of such Products (quantities, identification, etc.).

5.4. The Supplier undertakes to notify the Buyer of planned and/or made changes to the delivered Product.

5.5. Before executing the Order, the Supplier is obliged to inform the Buyer about subcontracting the execution of the product or its part. The transfer of rights and obligations of the Supplier resulting from the execution of the Order requires the prior written consent of the Buyer. The Supplier undertakes to pass on the requirements (including, in particular, quality requirements) of the Buyer of a given Order to its subcontractors or sub-suppliers in the entire supply chain.

5.6. The Supplier is obliged to label each delivered pallet with a label including the Buyer's Product number.

5.7. Along with the Product, the Supplier must deliver a delivery document "WZ" and the Buyer's technical card attached to each group of products. The delivery document must contain the designation of the Buyer's order number, which constitutes the basis for the delivery of the product. The delivery document must unambiguously describe the contents of the delivery and, in addition, include:

• in the case of a complaint delivery, the information "delivery from a complaint";
• in the case of a delivery from processing, the information ".....................";
• the Buyer's internal index;
• the name of the delivered Product;
• the delivered quantity of the Product along with the unit of measurement;
• the drawing number according to which the Product was made;
• the type and weight designation of the packaging in which the Product was delivered;
• quality documents, such as a 3.1 certificate according to EN 10204:2004, data sheets for chemical substances, and other items specified directly in the Order.

5.8. Product delivery should be made in its entirety unless the division of the delivery into parts is directly specified in the Order placed by the Buyer.

5.9. The Supplier undertakes to deliver the Product within the deadline specified in the Order. The delivery deadline may be changed only with the prior consent of the Buyer. The consent should be given in writing or in electronic form.

5.10. The delivery deadline is considered to be met upon delivery of the order by the Supplier to the Buyer's designated destination, in accordance with the deadline specified in the Order.

5.11. In the case of steel (steel elements), the Product must not have centers of pitting, crevice, and intergranular corrosion (applies to black steel).

5.12. Any returns of the Product under the warranty or warranty for exchange purposes as well as the costs of re-shipping shall be borne solely by the Supplier.

5.13. For a one-time Delivery of Products, the date of receipt of the delivery is considered the date of delivery of the Product to the location indicated by the Buyer in the Order. For delivery of Products delivered in stages, the date of completion of each individual stage of the Order separately, at the location indicated by the Buyer in the Order, is considered the date of receipt of the delivery.

5.14. The Buyer may consent to the delivery of Products before the deadline specified in the Order, but on condition that payment will be made in accordance with the due date specified in the Order.

5.15. Upon receipt of the Products at the place of delivery, together with all necessary documents, ownership of the Product, the risk of its loss, as well as damage and benefits, pass to the Buyer.

5.16. If the Supplier is delayed in delivering the Products, the Buyer has the right to withdraw from the contract in whole or in part within 30 days from the delivery date specified in the Order. The Supplier has no claims against the Buyer in this respect.

5.17. In case of delay in the performance of the Contract by the Supplier, the Buyer may demand payment of a contractual penalty in the amount of 1% of the gross price specified in the Contract for each day of delay. The Buyer reserves the right to claim damages for actual losses suffered on general principles.

6.1. The Buyer has the right to conduct a production process inspection at the Supplier's or its subcontractor's premises to verify the proper execution of the Contract and the quality of the Products. The Buyer reserves the right to access all agreements related to the Order and all records related to its execution. The Supplier undertakes to ensure the implementation of this right on terms and within the deadlines previously indicated by the Buyer.

6.2. The Supplier is absolutely obliged to follow the recommendations provided by the Buyer as a result of the conducted inspection.

6.3. Equipment and tools produced at the expense of the Buyer in connection with the execution of the order are the property of the Buyer and may only be used to fulfill the Buyer's orders. The equipment will be made available to the Buyer at any time and may be destroyed only upon the prior written consent of the Buyer.

7.1. The Supplier guarantees that the quality parameters of the ordered item comply with the Buyer's requirements specified in the Order (supported by specified certificates, attestations, etc., where applicable) and that during the warranty period or the period of liability, the Product will be free from defects that would prevent its proper and trouble-free (safe) use.

7.2. Upon delivery of the Product, the Buyer is entitled to conduct a quantity and quality examination of the received Products.

7.3. The Buyer is obligated to file a Complaint Report:

• for quantitative deficiencies of the Product – within 1 month from the moment of its receipt or delivery by the Supplier;
• for visible Quality Defects resulting from transport damage – immediately to the carrier, or for visible Quality Defects not resulting from transport damage – within 1 month from the moment of its receipt or delivery by the Supplier.

7.4. The Supplier shall consider the Complaint Report within 12 hours.

7.5. If the Supplier has received a Complaint Report from the Buyer as specified in paragraph 7.3 and has not responded to it within 12 hours, it is considered that the Supplier has fully recognized it as justified.

7.6. In case of identifying quantitative deficiencies of the Product, the Buyer may:

• refuse the acceptance of the entire Product and withdraw from the Contract within 7 days from the delivery date specified in the Order;
• refuse the acceptance of the entire Product and demand re-delivery of all Products within 3 working days from the submission of the Complaint Report, which were supposed to be delivered on that day, while retaining the rights resulting from the Supplier's delay with respect to all these Products;
• withdraw from the Contract in part covering the missing Products within 7 days from the delivery date specified in the Order;
• demand the delivery of missing Products within 24 hours from the consideration of the Complaint Report, while retaining the rights resulting from the Supplier's delay.

7.7. If the Buyer has identified Quality Defects in the Products, it may:

• refuse the acceptance of the entire Products and withdraw from the Contract within 7 days from the date of discovering the defect;
• withdraw from the Contract in part covering the Products affected by the Quality Defects within 7 days from the date of discovering the defect;
• demand the exchange of Products for new ones, free from defects, within 24 hours from the consideration of the Complaint Report, while retaining the rights resulting from the Supplier's delay;
• demand the repair of Products within 24 hours from the consideration of the Complaint Report, while retaining the rights resulting from the Supplier's delay.

7.8. In order to remedy the defects of the Products or to exchange them for defect-free ones, the Buyer is obliged to return the defective Products to the Supplier upon the Supplier's request. The Supplier bears the costs of returning defective Products, as well as the costs of delivering repaired or new defect-free Products.

7.9. Regardless of the warranty claims described above, the Buyer has rights under warranty and for improper performance of the Contract on general terms. The provisions of the GTP Purchase do not exclude or limit the Buyer's rights arising from the sale warranty or general principles of liability for non-performance or improper performance.

8.1. Prices for Products specified in Orders. Prices do not include VAT, which will be added in accordance with applicable regulations.

8.2. Unless otherwise agreed between the Supplier and the Buyer, the price also includes packaging, delivery costs, and documentation of the goods.

8.3. All payments will be made on the terms specified in the agreement. If the Parties have not decided otherwise, the Buyer has a period of 30 days from the date of receipt of the invoice and all documents to make the payment. In the event of the invoice being sent before the delivery date, the payment term starts from the date of product delivery.

8.4. Product complaint suspends the obligation to pay for the invoice covering the complained Product until the complaint is resolved.

8.5. The Supplier is not entitled to set off any claims unless the Supplier's claim is undisputed by the Buyer and further confirmed by a final court judgment.

9.1. The Products must conform to the Order in terms of technical specifications, quantity, and quality. Goods must comply with the specification accepted by the Buyer.

9.2. The Supplier is responsible to the Buyer for any defects in the Products supplied by the Supplier, even if the defect of the Product is discovered after the Product has been processed by the Buyer. The Supplier bears full responsibility for damages caused to the Buyer by persons used by the Supplier in the performance of the Contract.

9.3. Any technical, design, technological data, plans, and projects provided to the Supplier by the Buyer for the purpose of executing the order may be used by the Supplier solely for that purpose and may not be disclosed, published, or transferred to any other entity without the Buyer's consent. The Supplier bears full responsibility for non-compliance with the above prohibition.

9.4. The Supplier guarantees that the use of the Products supplied by them does not constitute an infringement of a patent, trademark, registered design, Polish or foreign symbol, or other rights arising from industrial and intellectual property.

10.1. The Supplier provides a quality warranty for the delivered Products for a period of 24 (twenty-four) months calculated from the date of commencement of commercial operation of the Product (Warranty Period).

10.2. Under the warranty, the Supplier is obligated to remedy any quality defects in the product or to replace the product with any defect-free product if these defects occur during the Warranty Period.

10.3. The warranty period is extended by the time from the submission of the Warranty Claim until the removal of the quality defect of the Product or the replacement of the Product with a defect-free Product, until it is rectified by the Supplier.

10.4. If, under the warranty, the Supplier has provided a defect-free Product or carried out significant repairs to the Product covered by the warranty, the Warranty Period starts anew from the moment of delivery of the defect-free Product or return of the repaired Product.

11.1. If the performance of the contract in whole or in part becomes impossible due to a force majeure event, the delivery deadline will be changed accordingly to the situation. The condition for invoking force majeure is the immediate notification of the Buyer, otherwise, the right to invoke force majeure is forfeited.

11.2. Force majeure shall be deemed to be any events that are unforeseeable at the time of concluding the contract and over which neither Party has control. Such events include, in particular: war, riots, floods, fire, hurricanes, storms, earthquakes, and other natural disasters, documented power supply interruptions - provided they prevent the Party from fulfilling its obligations under the Contract.

12.1. The Parties undertake not to disclose, without the written consent of the other Party, the contents of this Agreement as well as any commercial, technical, organizational, operational information related to it (Confidential Information) to third parties. The Parties undertake to take necessary measures to maintain the confidentiality of the above-mentioned information.

12.2. The obligation to maintain the confidentiality of Confidential Information shall be waived when such information becomes public or publicly available in a manner other than through the action or omission of one of the Parties, its representatives, employees, or persons for whom they are responsible.

12.3. The obligation to maintain the confidentiality of Confidential Information is unlimited in time.

13.1. The Supplier and the Buyer will seek an amicable resolution of any disputes arising in connection with the performance of agreements covered by these terms. In the event of the inability to settle the matter amicably, any disputes arising directly or indirectly from these provisions shall be settled by the competent courts, having jurisdiction over the Buyer's registered office.

14.1. The Buyer has the right to withdraw, in whole or in part, from the concluded Agreement by notifying the Supplier and without further calling them to fulfill the obligation in the following cases:

• Announcement by the Supplier of liquidation or cessation of further business activities;
• Failure by the Supplier to fulfill any of the obligations arising from the Order or these Terms.

15.1. Any changes or supplements to the content of the Agreement require, for their effectiveness, a signed annex by both parties in the form in which the Agreement was concluded.

15.2. The Supplier cannot assign to a third party, the rights and obligations arising from the agreement, without the prior written consent of the Buyer.

15.3. All documents submitted by one Party to the other Party in connection with the Order and concerning its subject matter constitute an integral part of the Agreement. These include, among others: price lists, certificates, declarations of conformity, and especially packing instructions.

15.4. In the event of invalidity of any of the points contained in the General Terms and Conditions of Purchase, the remaining ones remain fully valid. The General Terms and Conditions of Purchase are prepared in the Polish language. The binding text between the parties is in Polish.

15.5. Matters not regulated herein shall be governed by the relevant provisions of the Civil Code Act of April 23, 1964.