General Terms and Conditions of Trade

1. Applicability of the General Terms and Conditions of Trade

1.1. The General Terms and Conditions of Trade given below (hereinafter referred to as "Terms and Conditions") form the basis of all contracts concluded between Lofttech Trading GrzegorzZając (hereinafter referred to as "Lofttech Trading") and the other party which is (hereinafter referred to as) the "Client". "Lofttech Trading" delivers goods, provides services and submits offers only under these "Terms and Conditions" and in accordance with the contents hereof.

1.2. The Client's general terms and conditions as well any other similar documents are not binding for "Lofttech Trading" even if "Lofttech Trading" clearly objected or not to the buyer's stipulations or terms and conditions of trade.

1.3. Special/Additional conditions agreed by the Parties, if such conditions occur, shall be made in writing and shall be signed by both Parties.

1. Conclusion of the Agreement

2.1. "Lofttech Trading’s" commercial offers shall not imply signing an agreement.

2.2. Each order placed by the Client should include at least the type and amount of goods ordered, the catalogue number of goods (if any), unit price, general value of the ordered goods and recommended date of delivery.

2.3. If the order is accepted for processing according to point 2.2, the Client may cancel the order or modify it only subject to the written consent of "Lofttech Trading". In such case the Client obliges to pay statutory interest to "Lofttech Trading" at the amount of 10% of the price of the cancelled order. Paying statutory interest shall not deprive "Lofttech Trading" of the right to rise to a claim to offset any losses related to manufacturing the products from the cancelled order as well as the right to seek compensation for other expenditures incurred due to this fact. If the Client paid an advance for completing an order that was later cancelled, "Lofttech Trading" is obliged to recognize the payment against offsetting the losses that occurred due to cancelling the order.  If "Lofttech Trading" does not agree to modify or cancel the order, the Parties are obliged to complete the Client's initial order according to the terms and conditions specified in point 2.2.

1. Prices and payment conditions

3.1. All prices of "Lofttech Trading" are calculated in Polish Zloty (PLN) or US Dollars (USD) – net prices. VAT tax at the rate applying to the type of purchased goods on the day of issuing a VAT invoice, a taxable document, shall be added to the net prices determined in this way.

3.2. Payment of VAT invoices of "Lofttech Trading" shall be made by the Client in an agreed period based on a VAT invoice. The payment is deemed to be made at the moment of crediting cash on a bank account of "Lofttech Trading". All expenses related to bank charges for the above-mentioned bank transfers based on VAT invoices issued by "Lofttech Trading" shall be paid by the Client.

3.3. If payment to "Lofttech Trading" is overdue by the Client, "Lofttech Trading" has the right to charge the Client with statutory interest (hereinafter referred to as "Statutory Interest") for each overdue day until the day of making the payment. Making the overdue payment does not exempt the Client from the obligations specified in the contents hereof. If the overdue payment for the goods dispatched is more than 90 days, the Client shall be charged with a fine at the amount of 2% of the debt for each day of the total overdue payment or its part until it is paid, the maximum amount is 100% of the price for the goods or services of the payment that was overdue. Payment for statutory interest and fines does not prejudice the company's right to rising property claims to offset the losses occurred.

1. Terms of delivery

4.1. Delivery terms and deadlines are part of the commercial offer of "Lofttech Trading" and they are discussed with every Client individually. If at the time of the conclusion a sale and purchase agreement the Parties do not agree on delivery terms and deadlines, terms and deadlines shall be regulated by Incoterms 2010 EXW.

4.2. Circumstances of force majeure, for example, natural disasters, floods, fires etc., and other circumstances beyond the Parties' control such as a national embargo on export or import of goods for which "Lofttech Trading" is not liable for shall release "Lofttech Trading" from the obligation to meet the delivery deadline during force majeure circumstances. If circumstances of force majeure last longer than six (6) months and it cannot be determined with certainty whether they will gone within the period longer than six (6) months, the Parties of the Agreement have the right to terminate the Sale and Purchase Agreement and submit to each other all they received under the Agreement.

4.3. If a delivery is made at "Lofttech Trading's" expense, the ordering party obliges to collect the delivered goods in an agreed period without any limitations, i.e. most of all, to provide the unloading of the goods and do it at the destination.

4.4. If the ordering party withholds collecting the goods or does not fulfil the ordering party's obligations related to providing unloading, the ordering party shall be obliged to offset for "Lofttech Trading" all actual expenses related to unloading, warehousing, reloading, transport downtime and additional transport that resulted from non-compliance with the obligations on providing unloading by the ordering party.

4.5. During unloading the ordering party collects the goods, taking into account their amount and quality. Handing over the goods to the ordering party shall be made upon a delivery note (shipping list). If the shipping list was signed by both Parties, it is proof that the goods or their agreed part were handed over in the amount specified in the documentation, as well as such goods are free of any defects.

1.  Seller Warranty

5.1. The Client is obliged to check the amount and quality of the delivered goods immediately after the delivery. Complaints about the amount of goods shall be submitted within three (3) working days after collecting the goods; if complaints concern the quality of goods and evident defects, the right to submit a complaint lasts thirty (30) working days after the day of delivering the goods. The obligations determined in point 4.5 remain unchanged. If the Client submits a complaint concerning the amount and quality after the above-mentioned day, any claims shall be ineffective.

5.2. In the event of submitting a complaint, the Client shall give "Lofttech Trading" all data concerning it – pictures, a detailed description of the issue, a copy of the label or information which such a label includes (name, code, item, specification number), the amount of missing goods, date of dispatch.

5.3. If necessary, the Client is obliged to provide "Lofttech Trading" with a possibility to check the goods subject to complaint, the Client should also keep the original packaging of the goods to reuse it during the return to "Lofttech Trading". If the original packaging was destroyed, the Client shall provide his or her own packaging to transport the goods.

5.4. "Lofttech Trading" shall inspect the goods subject to complaint and investigate the complaint within less than 14 days from the day when they arrived. If necessary, the Client is obliged to send the goods subject to complaint or their models at the address of "Lofttech Trading" to examine them properly. "Lofttech Trading" shall inspect the goods subject to complaint or their models within less than 14 days from the day when they arrived. In response to a complaint, "Lofttech Trading" shall inform the Client about a positive or negative decision about the complaint.

5.5. If the complaint made by the Client has been considered reasonable, "Lofttech Trading" obliges to remove the evident defects by fixing or replacing the defective goods with quality goods within thirty (30) days. If it is not possible or it results in high expenditures, "Lofttech Trading" offers and agrees with the Client a possible reduction of price for the Goods or a refund of the total amount received instead of the defective or missing goods. If the payment for defective goods is refunded, expenditures related to removing such defects shall be paid by the Client.

5.6. "Lofttech Trading" is liable for hidden defects within the warranty period which lasts twelve (12) months from the day of delivering the goods, however, it only concerns normal use of the goods by the Client, according to their purpose determined in the sale and purchase agreement, or using for typical purposes, provided a similar agreement has not been concluded. Exceptions that are acceptable according to DIN, ASME, PN-EN, KER standards are not a basis for a complaint and shall not be deemed defects. "Lofttech Trading" is not liable for defects of goods which result from normal use as well as defects that occurred due to improper use of the goods, keeping them in inadequate conditions. Complaints will be kept and investigated within the warranty period according to the arrangements in part 5 of this agreement.

1. Limitation of liability

6.1. The liability of "Lofttech Trading" does not include defects of the goods that occurred due to normal use as well as defects that occurred due to inappropriate use of the goods, keeping in inadequate conditions or improper repair as well as defects occurred after delivering the goods to the Client, except for cases covered by warranty determined in point 5.6 of this agreement.

6.2. The whole value of "Lofttech Trading’s" obligations to the Client for each loss (including actual loss and loss of profit) incurred due to terminating a sale and purchase agreement signed by "Lofttech Trading" according to point 2.2 (and any other invalidation of these Terms and Conditions), or failure to meet any of "Lofttech Trading’s" obligations specified in legislative provisions and under this agreement shall be limited to the general value of the goods that resulted in losses due to terminating the agreement. A specific agreement determining the limitation of  liability degree specifies the predictable and justified degree of loss that "Lofttech Trading" may expect when concluding a proper sale and purchase agreement due to a possible result of non-compliance with its obligations arising under this agreement, as well as non-compliance with its obligations specified in legislation and related to a specific agreement, as well as the ones that can be foreseen within performing a specific sale and purchase agreement.

1. Keeping the rights to ownership

7.1. "Lofttech Trading" reserves the right to be the owner of all the goods dispatched until the Client makes all payments to "Lofttech Trading", including possible additional expenditures for transport and/or statutory interest for overdue payments and/or a fine. "Lofttech Trading" may withhold the delivery of goods to the Client until all claims resulting from the Client's debts are paid. If the Client acts on behalf of a third party or as an agent, the Client takes complete responsibility for possible results from the fact that "Lofttech Trading" is still the owner of the goods until payment is made, the Client is obliged to inform the Client's agent or the final purchaser about this fact.

7.2. The goods owned by "Lofttech Trading" may not be put in pledge for third parties, including the security for a debt. The Client is obliged to use specific goods in a proper way and in accordance with their purpose as well as to take all measures to avoid damaging "Lofttech Trading’s" goods until the total payment for such goods is made.

7.3. If the Client does not comply with the obligations according to point 7 or the Client cannot pay within less than 30 days from the date of receiving a note about breaching the terms of the agreement, "Lofttech Trading" has the right to terminate each sale and purchase agreement made due to accepting an order on the goods whose owner is still "Lofttech Trading", as well as without any obstacles to collect the goods from the Client. In addition, neither the return of goods nor paying sanctions under the agreement does not prejudice the right of "Lofttech Trading" to rise property claims to offset losses.