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Terms of service General conditions of sale and delivery - version 2020

1. General conditions.
a) The General terms of sales and delivery set out legally binding principles of cooperation with contractors and concluding production agreements, unless otherwise agreed in writing.
b) Virocast does not accept clauses that conflict with the terms and conditions set out below.

2. Product design.
a) Virocast is not a product designer, therefore it does not accept any legal responsibility for contractors implemented projects.

3. Offers and orders.
a) Technical specification of the product should be attached to the request for quotation.
b) Virocast offers are cooperation proposals and are not legally binding until the technology is agreed and the production contract is signed.
c) Virocast is not obliged to perform the order until its written acceptance by the Management Board of Virocast.

4. Conducting research and analyses.
a) Virocast’s ownership rights to analysis and research results are not transferred to the contractor with the sale of the products.
b) If Virocast has not received a production order from the contractor within three months of conducting research and analysis or no other significant cooperation has been established, Virocast reserves the right to charge the customer for the work performed.
c) The customer cannot independently use and disclose the results of tests and analyses without the written consent of Virocast.

5. Production tools.
a) All production equipment received from contractors must be clearly marked and delivered free of charge to the place specified by Virocast.
b) Possible costs of adjusting tooling and tools will be agreed in advance with the contractor before production.
c) Virocast is not responsible for the compliance of the tools received from contractors with the technical documentation and makes no warranty for them.
d) Virocast is not responsible for the production efficiency of the transferred tools.
e) All production tools transferred by the contractor to Virocast remain his property.
f) When ordering new production equipment at Virocast, the order is processed in accordance with the agreed conditions contained in the document “Order”.
g) Virocast reserves the intellectual property right, including know-how, to all tools, produced or improved.
h) The return of production tools is carried out after receiving the contractor’s request, provided that all payments resulting from the services provided by Virocast have been settled.
i) The contractor’s production tools are stored free of charge for the period of 5 years starting from the last order. This period is resumed with each order. If the contractor does not resume production for the period of 5 years, he is obliged to collect the tools at his own expense within 60 days of the call, otherwise Virocast may charge a storage fee.
j) The contractor is responsible for the insurance of production tools.

6. Delivery schedule.
a) The delivery time is counted from the date of the written confirmation of the order by Virocast.
b) The binding delivery date is specified in the “Order” document, which requires mutual acceptance, without such a document the production and delivery time is approximate.
c) In the event of force majeure in Virocast or its subcontractors, Virocast shall be deemed to be exempted from complying with the contract delivery deadline.
d) Under no circumstances may the contractor claim any compensation resulting from non-compliance with the delivery date.

7. Packaging.
a) The type and type of packaging of products is determined directly by the contractor.
b) If single-use packaging is used, the cost of packaging is added to the invoice.
c) If reusable packaging is used, the cost of the packaging is added to the invoice, but it goes to the return guarantee system and can be returned to Virocast, provided that its continued usability is maintained.
d) If the packaging used is the property of the contractor, he is obliged to provide the packaging to Virocast in a condition that guarantees adequate protection of the products during transport.

8. Delivery.
a) Unless otherwise agreed in writing, all deliveries are made on the EXW – Incoterms 2020 basis.
b) If the contractor does not collect the ordered products within 14 days of being informed about readiness to release from the warehouse, an invoice will be issued.
c) Storage of production after the deadline is at the cost and risk of the contractor.

9. Transport.
a) Virocast can carry out production transport only if the contractor issues a written order to ship the goods. The contractor bears all risks and liability associated with the given operation together with insurance. The cost of transport is added to the invoice in accordance with the fees incurred by Virocast.
b) After receiving the production, the contractor is obliged to inspect the goods within 5 days from the date of delivery of the order for compliance with delivery and forward the acceptance report to Virocast.

10. Prices.
a) Production prices are set in accordance with the production contract.
b) A change in the prices of delivered products may occur in the event of a change in the cost of purchasing the raw material, a change in the purchasing value of money or a change in the production technology.
c) All changes in costs are agreed directly with the contractor before accepting the order.

11. Payment terms.
a) All payments are made to the Virocast bank account included in the contract, unless otherwise agreed.
b) The payment deadline for the regular customer in Virocast is 21 days from the invoice date and it is agreed individually with the contractor.
c) After each payment delay to which a payment request is sent, double interest will be added in accordance with the interest rate for late payments applicable in the territory of the Republic of Poland.
d) Claims invoiced to the purchaser can only be offset if accepted by Virocast or if they are legally binding.

12. Weight of products.
a) Products sold by weight are invoiced according to their actual weight, irrespective of the indicative weight references in the offer or technical documentation.

13. Quantities.
a) Virocast carries out orders in accordance with the contracted production quantities, but reserves the right to tolerate a delivery quantity of 10% above or below the number of products ordered. Invoices are issued in accordance with the actual state of produced details.

14. Control and acceptance.
a) The contractor bears full responsibility for the product design, therefore he decides on technical issues and all specifications of the ordered detail.
b) In the event of a request by the contractor to Virocast for help in improving the product technology, this improvement does not transfer any responsibility to Virocast.
c) Virocast is obliged to simply visually check the manufactured products before packaging, unless the contract concluded between the parties states otherwise.
d) Before starting serial production, the contractor is obliged to officially accept the delivered sample products and Virocast to accept them in writing.

15. Warranty.
a) The guarantee of manufactured products is granted for a period of 12 months from the date of receipt or delivery.
b) In case of any complaint, Virocast reserves the right to check and analyze products on site.
c) The warranty provided by Virocast consists of:
– the right to replace the said products with new ones
– issue a credit note for a new order
d) Under the penalty of loss of warranty, the contractor is obliged to check the delivered goods immediately after receiving it and immediately notify Virocast in writing of any non-compliance.

16. Disclaimer.
a) All breaches of contracts and their legal consequences, including claims of contractors, regardless of the grounds, are settled according to the current general conditions, in particular all claims for compensation for damages, price changes, service costs, cancellation or withdrawal from the contract.
b) Under no circumstances may the counterparty’s claims relate to claims for damages that are not incurred by the actual delivery item (product defect), e.g. production interruptions, direct or indirect damages, installation costs or costs related to withdrawal of sale, other.
c) Disclaimer does not apply if product liability is agreed in writing on both sides.

17. Retention of title.
a) All services rendered by Virocast remain the property of Virocast until full payment for their performance has been made.

18. Industrial property.
a) Virocast does not accept responsibility for the implementation of orders made in accordance with the received documentation or any other guidelines from contractors.
b) All intellectual responsibility for the contractor’s orders carried out is on the client’s side. The customer is obliged to secure the products themselves or check whether the services ordered are in any way already patented or reserved.

19. Legal jurisdiction.
a) All contracts concluded with Virocast Sp. z o. o. based in Warsaw is subject to the jurisdiction of the courts of the Republic of Poland.

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