Heilind Electronics Sp. z o.o. General Terms and Conditions of Delivery

Translation from Polish

§ 1    Scope of application, Exclusion

1.1.    All deliveries, services and offers of Heilind Electronics Sp. z o.o. (“Seller") for the entrepreneurs are based exclusively on these General Terms and Conditions of Delivery. These General Terms and Conditions are part of all contracts the Seller enters into with its contracting partners (“Buyer”) for the goods and services it offers. They apply in their current version which is available at www.heilind.de also to all future deliveries, services or offers to the Buyer, without any further additional reference to them.

1.2.    The General Terms and Conditions of the Buyer or of any third parties shall not apply, even if the Seller should not specifically object to their application in the individual case concerned. Even if the Seller makes reference to a letter which includes or refers to the General Terms and Conditions of the Buyer or of any third party, this shall not be deemed agreement to the application of such General Terms.

1.3.    These General Terms and Conditions have been made in Polish language. Other language versions shall be seen as translations and are non-binding.

§ 2    Offer, Acceptance, Written form, Right of modification, Retention of rights, Confidentiality, Legal requirements

2.1.    Unless specifically indicated otherwise, all offers of the Seller are subject to confirmation and non-binding (no offer within the meaning of Art. 66 of the Polish civil code). All offers of the Seller lapse and cease to be available for acceptance after 30 days since their issuance. All orders for goods or services shall remain open for acceptance by the Seller for a period of 14 days from the date of receipt. Acknowledgement of receipt of the order by the Seller shall not be deemed acceptance unless such acceptance is expressly granted by the Seller.
 
2.2.    Contracts are concluded through Seller´s written or document (including e-mail or fax) confirmation of Buyer’s order. In the absence of such order confirmation a contract is concluded upon Buyer’s acceptance of deliveries and services at the latest, whereby such contract shall be determined by these Terms and the Seller’s offer.

2.3.    The legal relationships between the Seller and the Buyer shall be governed exclusively by the contract of sale to be entered into in writing or in document form, including these General Terms and Conditions of Delivery. This contract shall constitute the entire agreement and understanding between the Parties in respect of the subject matter of the contract. Oral commitments made by the Seller before the contract is made are legally non-binding, and any oral agreements between the Parties shall be replaced and superseded by the written contract, unless they expressly state that they are intended to remain binding.

2.4.    Changes and amendments to the agreements made, including these General Terms and Conditions of Delivery, must be made in writing or in document form in order to be valid. Employees other than the managing directors or commercial proxies [prokurenci] of the Seller shall not be authorised to make any deviating agreements orally. The requirement of document form shall be deemed to be complied with if a signed copy of the statement is transmitted by means of a telecommunication system, including, without limitation, by fax or email.

2.5.    All information  about the goods to be delivered or the services to be provided (e.g. weights, dimensions, use values, load capacities, allowances, technical data, etc.) and visualisations of them (e.g. by drawings and pictures) shall be approximate only and do not constitute any binding assurance of the Seller, the non-compliance with which shall lead to the non-conformity of the goods with the contract, unless their usability for the intended contractual purpose requires exact information. They do not constitute guaranteed conditions or qualities but are provided to describe or identify the goods or services to be supplied and are no basis of any statutory warrant claims. Variations within usual commercial limits and variations made to comply with statutory requirements or which constitute technical improvements, as well as the replacement of components by equivalent components shall be permitted, provided that usability for the intended contractual purpose must not be compromised. All statements regarding the RoHS compatibility of products, compliance with the REACH regulation and non-use of conflict-affected resources as raw materials in the items sold and other legal product requirements are based on the information provided by the respective manufacturer. Seller does not warrant the accuracy and completeness of such information, and any liability for inaccuracy or incompleteness of such information shall be limited to the scope specified in § 9.

2.6.    The Seller reserves title or comprehensive rights and all rights of exploitation in all offers and cost estimates it submits and in all drawings, pictures, calculations, brochures, catalogues, models, tools and other documents and materials as well as all data, expertise and know-how of the Seller made available to the Buyer. The Client shall not make those items themselves or their substance accessible to any third parties, or publish or use or reproduce them itself or through any third parties, without the express consent of the Seller. At the request of the Seller, the Buyer shall fully return all of these items to the Seller and destroy any copies it may have made of them if it no longer needs them in the ordinary course of business or if negotiations do not result in a contract. This shall not apply, however, to the storage of information supplied in digital format for the purpose of routine data backups.

2.7.    Upon Seller´s request the Buyer will provide all necessary details for the fulfillment of legal requirements. (e.g. EU entry certificate, CE labeling, Reach, RoHs, etc.). It is within Buyer’s responsibility to comply with export and import conditions and restrictions and Buyer will upon Seller´s request provide all necessary information in this context; in case of a violation of such conditions and restrictions by the Buyer, the Buyer will indemnify the Seller from all claims and sanctions.

§ 3   Prices, Payment terms, Default of Payment, Price Adjustment, Right to Offset, Right of Retention

3.1.    All prices stated shall apply to the scope of goods and services specified in the respective order acknowledgement. Any additional or special services shall be charged extra. All prices are in euros, ex works, excluding packaging, exclusive of VAT at the applicable statutory rate, and, in the case of export shipment, plus customs, fees and other public charges.

3.2.    The prices stated in the Seller's offers are based on the cost calculations at the time the offer is made. If Seller renders its performance not earlier than four months after conclusion of the contract date, the Seller shall be entitled to make a reasonable adaptation of his selling price, in the event of a substantial increase or reduction in the prime cost (especially labour and material cost) that has been taken as the quotation basis. A change of prime cost as defined by sentence 2 is particularly given, if there is an increase in prices for labour or procured goods or materials without fault of Seller or if customs duties or other import charges increase or in cases of considerable changes in the parity of exchange rates to the Seller's disadvantage compared with the circumstances prevailing at the date of contract conclusion. A price adaptation due to cost increase is deemed to be reasonable if and to the extent the adaptation remains within the scope of the increase in costs. At Buyer’s request, the Seller shall demonstrate the reasons for the price adaptation. If the price adaptation results in an price increase of more than 20%, and if the Seller does not comply with Buyer’s request to limit the price adaptation to a scope of 20% within two weeks’ time, the Buyer shall be entitled to withdraw from the contract without further claims of Buyer. withdrawal shall be made immediately, not later than 7 days since the day when the term for requesting the limitation of price adaptation has lapsed.

3.3.    Prices are due immediately with conclusion of the contract; complete delivery of goods, documents and services is no condition for payment. Unless otherwise agreed (for example prepayment) the price is payable within 30 days from the date of invoice without deduction on the Seller’s bank account, otherwise Buyer is in default with payment. Objections of any kind in respect of the invoice must be submitted within 14 days after receipt of the invoice, otherwise the invoice is deemed accepted. Payment by cheque shall be excluded unless specifically agreed in an individual case. If the Buyer fails to make payment when due, the outstanding amounts shall bear interest as per clause 3.5 from the due date; this shall be without prejudice to the right to claim further damage in the event of default.

3.4.    Offset against any counterclaims of the Buyer or retention of payments on the ground of such claims shall only be permitted if the counterclaims are uncontested or have been determined by final and non-appealable judgement, and are based on the same contractual relationship.

3.5.    If Buyer is in default with payment, the Seller shall be entitled to reimbursement of reminder costs and, without prejudice to further rights and claims, to demand default interest in statutory amount (i.e pursuant to interest rate for payment delays in commercial transaction or other higher statutory interest rate). The Seller is also authorized to perform the outstanding deliveries or services only upon advance payment or receiving a security. The same applies if, after signing of the contract, the Seller learns of any circumstances which are capable of materially affecting the creditworthiness of the Buyer and which jeopardize payment by the Buyer of the amounts outstanding to the Seller under the contract concerned (including under other individual orders based on the same framework contract), the Seller shall have the right to make any outstanding deliveries, or provide any outstanding services, only against advance payment or provision of security.

§ 4    Delivery, Terms of Delivery, Default in Delivery, Reservation of Self Supply, Non-performance, Force Majeure, Impossibility, Additional Period of Time

4.1.    All deliveries shall be ex works.
 
4.2.    Buyer will provide the Seller with forecasts to ensure that the Seller can prepare for potential future orders.

4.3.    Deliveries ex works are fulfilled with the provision of goods so that they are ready for collection by the Buyer. If the Seller´s employees load transport-vehicles of the Buyer with such goods, they are deemed to act as vicarious agents of the Buyer and Seller may invoice the costs to Buyer.

4.4.    All dates and deadlines indicated by the Seller with respect to the delivery of goods and services shall be approximate only, unless a fixed date or deadline has been expressly promised or agreed. In the event that goods have been agreed to be shipped, the delivery dates and deadlines shall refer to the date of handover to the forwarder, carrier or other third party instructed to transport the goods.

4.5.    Seller will use commercially reasonable efforts to fill each purchase order submitted by the Buyer and accepted by Seller; provided that the purchase order has been properly submitted and such products are available to Seller. Notwithstanding any other provision of the agreement, the obligation of Seller to sell or provide any product to you is subject to the availability of such product. Seller will not be liable for damages caused by failure to ship or delay in shipment resulting from conditions beyond the control of the Seller. Seller reserves the right to allocate sales of products among its customers in its sole discretion. Seller reserves the right to change the specifications of any product (including all statements and data appearing in Seller's catalogs, data sheets and advertisements) without notice. If specifications are changed, Seller assumes no obligation to provide the change on products previously purchased or to continue to supply discontinued products or versions. Seller may substitute products manufactured to such modified specifications for those specified herein provided such products substantially conform to the products described in the sale contract. Seller reserves the right to discontinue sale of products at any time.

4.6.    Unless otherwise agreed, potential terms of delivery do not commence before all necessary documents to be provided by Buyer have been received by Seller and all technical and business questions have been solved between the Parties. Furthermore, the term of delivery is conditioned by the provision of necessary public certificates and authorizations and/or prepayments (either agreed or requested in accordance with these Terms) of the Buyer, and/or the Buyer´s fulfilment of its cooperation duties. Notwithstanding any rights the Seller may have based on default of the Client, the Seller may ask the Client for an extension of deadlines for deliveries and services, or for dates of delivery or service provision to be postponed by the period during which the Client fails to comply with the contractual obligations it owes to the Seller.

4.7.    Seller is not liable, either wholly or in part, for non-performance or a delay in performance due to force majeure or contingencies or causes beyond the reasonable control of the Seller (each, a “Force Majeure Event”) including, but not limited to, acts of God, wars, acts of terrorism, riots, civil disturbances, strikes, labor disputes, fires, storms, floods, earthquakes, natural disasters, epidemics, inability to obtain or use raw or component materials or parts, fuel, labor, equipment, facilities, or transportation, or technical or yield failure where Seller has exercised ordinary care in the prevention thereof, and acts of any government or agency thereof. Production and deliveries may be allocated in a reasonable manner in the event of a shortage of goods. Buyer's order will be deemed suspended for so long as any such Force Majeure Event prevents or delays Seller's performance. In the event of any such suspension, Seller shall have the right, at its option, upon notice to Buyer, (a) to withdraw from the contract in part or in whole by the end of suspension, or (b) to resume performance as soon as practicable after the suspension, and reschedule delivery of the Products ordered hereunder to one or more deferred dates to be mutually agreed upon by Buyer and Seller.

4.8.    The Seller shall have the right to deliver in instalments in particular if
a)    the instalment delivery can be used by the Client for the intended contractual purpose,
b)    the Client incurs neither material additional effort nor additional costs as a result thereof (unless the Seller agrees to bear such costs).

4.9.    If the Seller is in default with a delivery of goods or services, or if delivery or service provision becomes impossible for it for whatever reason, the liability of the Seller for damages shall be limited in accordance with the provisions of § 9 of these General Terms and Conditions of Delivery. This shall be without prejudice to the exclusion of liability under ‎§ 4 (7).

4.10.    Statutory provisions that require the Buyer to grant Seller an additional and reasonable period of time remain unaffected by these Terms. A reasonable additional period of time shall be at least half of the original term of delivery and not less than 20 business days. In cases of imminent danger (urgent cases to the threat to operational safety or to prevent disproportionate damage) the additional period of time must consist of 10 business days at least.

§ 5    Default in Acceptance

5.1.    For the duration of any default by Buyer in accepting delivery (including late call-off of any delivery and execution of Seller’s right to suspend deliveries due to non-payment or substantial deterioration of the financial circumstances of the Buyer) Seller, without prejudice to its further rights and remedies, may place the deliverables in storage at Buyer’s expense; Seller may also commission a forwarding agent for this purpose. If goods are stored by the Seller, the costs of storage shall be 0.25% of the invoice amount for the deliverables to be stored per full week of storage. The right to claim additional storage costs, or to prove that the storage costs actually incurred were lower, is reserved. In addition to that, the Seller is entitled to compensation for other necessary additional costs (such as insurance premiums) as actually incurred and retain delivery until payment; further legal rights of the Seller remain unaffected.

5.2.    Seller may also require Buyer to accept (or call off) a delivery and grant a reasonable additional period of time or exercise rights for non-performance; without prejudice to the foregoing, Seller may after expiry of the additional period of time withdraw from the contract within 7 days since the lapse of the additional term for acceptance or call off and claim fixed damages in the amount of 25% of the price of the goods whose delivery has not been accepted/called off, while Buyer reserves the right to prove that Seller has sustained no or only a smaller loss.

5.3.    If the Buyer is in default with acceptance (or call off) when impossibility of the Seller occurs or the Buyer is exclusively or predominantly responsible for such circumstances, the Buyer remains liable for its contractual obligations.

§ 6    Place of performance, shipping, packaging, transfer of risk, acceptance

6.1.    Unless otherwise specified, the place of performance for all obligations under the contract shall be Feldkirchen-Westerham.

6.2.    The method of shipping and the type of packaging shall be at the reasonably exercised discretion of the Seller.

6.3.    The risk of incidental loss or damage shall pass to the Buyer at the latest upon handover of the deliverable to the forwarder, carrier or other third party determined to transport the goods (for which purpose the start of the loading operation shall be authoritative). This also applies if deliveries are made in instalments, or if the Seller provides any other additional services (e.g. shipping or installation). If shipping or handover is delayed due to circumstances the cause of which falls within the Buyer’s sphere of responsibility, the risk shall pass to the Buyer on the date on which the deliverable is ready for shipment and the Seller notified the Buyer accordingly.

6.4.    Insurance for the consignment against theft, breakage, damage during transport, by fire or water or other insurable risks shall be taken out only at the express request of the Buyer and at its cost. The cost of any handling, shipping and insurance arranged by Seller will be billed as an add-on to  invoice and paid by the Buyer. Buyer is responsible for any and all costs of customs formalities as well as all duties, taxes and other official charges payable upon importing or exporting the products and Buyer will be responsible for clearing the products through customs upon arrival, unless Seller notifies Buyer otherwise.

6.5.    Seller may deliver goods in installments. All delivery dates are estimates. Seller shall make reasonable efforts to effect shipment on or before the scheduled shipping date(s) reflected on Seller's acknowledgment or invoice, but shipping deadlines are not guaranteed. If no shipping date is specified, shipment will be made on date(s) selected by Seller. Seller shall not be liable for any loss or expense (consequential or otherwise) incurred by Buyer if Seller fails to meet the estimated delivery dates. Delivery may be made in advance of any scheduled delivery date upon reasonable prior notice to Buyer. All items will be packed for shipment and shipped in accordance with Seller's standard practices. Seller reserves the right to allocate production and deliveries among its various customers at Seller’s sole discretion under any circumstances. Buyer must submit to Seller all claims for shortages in shipment or notice of other irregularities within 10 days after receipt of such shipment by Buyer. Any failure by Buyer so to inspect and report shall constitute a loss by Buyer of any claim or right of Buyer against Seller arising with respect to any such error, shortage, defect or nonconformity. 

6.6.    In the event that formal acceptance is required under the purchase contract, the Buyer may reject deliveries or services only because of a defect that renders the deliverable unfit for use or materially affects its fitness for use. The purchase object shall be deemed formally accepted if and when:
a)    the delivery and, if installation by the Seller is owed under the contract, installation is complete,
b)    the Seller has informed the Buyer thereof, making reference to the deemed acceptance pursuant to this ‎§ 6 (6), and asked the Buyer to accept the goods and/or services,
c)    12 business days have passed since delivery or installation or the Buyer has begun to use the purchased object (e.g. has put the delivered system into operation) and 5 business days have passed in this case since delivery or installation, and
d)    the Buyer has failed to formally accept the goods or services during this period for any reason other than a defect reported to the Seller which renders the purchase object unfit for use or materially affects its fitness for use.

§ 7    Warranty, defects in material

7.1    The warranty period shall be one year from the date of delivery or, if formal acceptance is required, from the date of acceptance.

7.2    All items delivered shall be thoroughly inspected without undue delay after delivery to the Buyer or to the third party designated by the latter. As far as obvious defects or other defects that could have been detected if the items had been thoroughly inspected without undue delay are concerned, they shall be deemed formally accepted by the Buyer, provided that no acceptance has been agreed, unless the Seller receives a written notice of defects within 7 business days of delivery. As far as other defects are concerned, the deliverables shall be deemed formally accepted by the Buyer unless a written notice of defects is received by the Seller within 7 business days of the defect becoming apparent; however, if the defect could have been detected by the Buyer at an earlier point in time during normal use, such earlier point in time shall be decisive for determining the commencement of the period within which defects must be reported. At the request of the Seller, a deliverable which has been reported by the Buyer to be defective shall be sent back to the Seller free of carriage charges. If the notice of defects turns out to be justified, the Seller shall reimburse the Buyer for the costs of the most inexpensive shipping method; this shall not apply, however, if the costs are higher because the deliverable concerned is located at a location other than the location where it is to be used for the intended purpose.

7.3    In the event of defects in material, the Seller shall, at its option (to be exercised within a reasonable period of time), first have the right and the obligation to remedy the defect by either making two attempts at repairing the defective item or delivering a replacement. In the event that remedial action fails, i.e. the repair or delivery of a replacement turns out to be impossible or unreasonable or is denied or unreasonably delayed, the Client shall have the right to withdraw from the contract or reasonably reduce the purchase price. The right of withdrawal can only be declared within no later than 10 days after the requirements of withdrawal have been met. Otherwise the Buyer is only entitled to a reduction in price in addition to the compensation for damages in accordance with these Terms.

7.4    If a defect is due to fault of the Seller, the Buyer shall, subject to the conditions specified in § 9, have the right to claim damages.

7.5    In the event that components have defects which the Seller is unable to repair for licensing or factual reasons, the Seller shall, at its option, either (a) assert its warranty claims against the manufacturer and/or upstream suppliers for the account of the Buyer or (b) assign them to the Buyer. Subject to the other applicable conditions and in accordance with these General Terms and Conditions of Delivery, such defects shall give rise to warranty claims against the Seller only if judicial enforcement of the aforementioned claims against the manufacturer and/or upstream suppliers has been unsuccessful or has no prospects of success, e.g. in case of insolvency. As long as the lawsuit continues, the term to make use of right under the statutory warranty applicable to the defects reported to the Seller and covered by the said lawsuit shall be suspended.

7.6    The warranty shall cease to apply if a deliverable is improperly used, or modified by the Buyer – or by any third parties instructed by the Buyer – without the consent of the Seller, and remediation of the defect is thereby made impossible or unreasonably difficult. In any case, the Buyer shall bear the additional costs incurring for the remediation of the defect due to the modification.

§ 8    IP Rights

8.1    The Seller shall be responsible for ensuring in accordance with this § 8 that buying or use of the deliverables hereunder by the Buyer shall not lead to any violation of intellectual property rights and copyrights of third parties in the country where the Seller has its registered seat. Either party to the contract shall notify the respective other party in writing without undue delay if claims based on infringement of any such rights are made against it.

8.2    In the event that buying or use of a product delivered by the Seller infringes an intellectual property right or copyright of a third party, the Seller shall, at its option and at its cost, either modify or replace the deliverable concerned to the effect that no third-party rights are infringed anymore while the deliverable still fulfils the function agreed by contract or procure for the Buyer a right of use by entering into a license agreement. If the Seller does not succeed in doing so within a reasonable period of time, the Buyer shall have the right to withdraw from the contract or reasonably reduce the purchase price. Any claims of the Buyer for damages shall be subject to the limitations set out in ‎§ 9 of these General Terms and Conditions of Delivery.

8.3    In the event that buying or use of a product supplied by the Seller infringes any third-party rights, the Seller shall, at its option, either (a) assert its claims against the manufacturer and/or upstream suppliers for the account of the Buyer or (b) assign them to the Buyer. In these cases, claims against the Seller shall only exist in accordance with the provisions of this § 8 if the legal enforcement of the above-mentioned claims against the manufacturer or the sub-suppliers has been unsuccessful or, for example due to insolvency, has no chance of success.

§ 9    Liability for damages

9.1    To the legally admissible extent, the liability of the Seller for damages due to his fault on whatever legal ground, including, without limitation, based on impossibility of performance, default, defective or incorrect delivery, breach of contract, fault in conclusion of a contract or tort shall be limited in accordance with this ‎§ 9.
 
9.2    The Seller shall not be liable in cases of simple negligence of its corporate bodies, legal representatives, employees or other vicarious agents, unless material contractual obligations are breached. Material contractual obligations are the obligation to deliver and install the deliverable in time, to ensure that it is free from defects in title and from defects in material which affect its operability or fitness for use to a more than minor extent and obligations to provide advice, protection and duties of care intended to ensure that the Client is able to use the deliverable in accordance with the contract or to protect the life or limb of personnel of the Client or to protect its property from material damage.

9.3    In the event that the Seller is liable for damages on the merits pursuant to § 9 (2), its liability shall be limited to the type of damage the Seller foresaw, or should have foreseen in exercising the customary degree of care, as a potential consequence of a breach of contract. Moreover, indirect and consequential damage resulting from defects of a deliverable shall only be recoverable to the extent that such damage is typically to be expected if the deliverable concerned is used in accordance with its intended purpose. The liability for loss of profit is excluded.

9.4    In cases of liability for simple negligence, the obligation of the Seller to provide compensation for defects in material and any further mere pecuniary losses resulting from that shall be limited to EUR 10,000 per damaging event, even if material contractual obligations are breached.

9.5    The aforementioned exclusions and limitations of liability shall apply to the same extent in favour of the corporate bodies, legal representatives, employees and other vicarious agents of the Seller.

9.6    If the Seller provides technical information or advice and such information or advice is not part of the scope of services it owes under the contract, this shall be free of charge and without incurring any liability.

9.7    The limitations of this § 9 shall not apply to the liability of the Seller for intent, presence of a guaranteed quality or condition, injury to life, limb or health or under the product liability.

9.8    The limitations of this § 9 shall also apply after any of the parties makes withdrawal from the contract.

§ 10    Reservation of title

10.1    The purpose of the reservation of title agreed here below is to secure all present claims of the Seller against the Purchaser under the supplier relationship existing between the parties to the contract for semi-finished and finished electronic products. The agreed below reservation of title shall also secure all future claims of the Seller against the Purchaser under the supplier relationship existing between the parties to the contract for semi-finished and finished electronic products, including all balance claims from current accounts.

10.2    The goods delivered by the Seller to the Buyer shall remain the property of the Seller until all secured claims are paid in full. The goods and the goods taking their place in accordance with the following provisions which are subject to the reservation of title are hereinafter referred to as “Reserved Goods”.

10.3    The Buyer shall hold the Reserved Goods for the Seller and any potential storage costs are already covered by the purchase price.
 
10.4    The Buyer shall have the right to process and sell or otherwise transfer the Reserved Goods in the ordinary course of business until the Realisation Event (para. 9) occurs. The Buyer shall not be permitted to pledge the Reserved Goods or transfer them by way of security.

10.5    In the event that the Reserved Goods are processed by the Buyer, it is agreed that such processing shall be undertaken in the name and for the account of the Seller as manufacturer, and that the Seller shall directly acquire ownership or – in the event that substances owned by more than one owner are processed or the value of the substances processed exceeds the value of the Reserved Goods – co-ownership (fractional ownership) of the newly created object in the same proportion as the value of the Reserved Goods bears to the value of the newly created object. In the event that the Seller does not acquire ownership as aforesaid, the Buyer transfers its future ownership or co-ownership in the proportion referred to above, already now and hereby, of the newly created object to the Seller as security. In the event that the Reserved Goods are inseparably intermingled or combined with other items to a single object, and if any of such other objects is to be regarded as the principal object, the Seller hereby transfers to the Buyer partial co-ownership of the single object in the proportion referred to in sentence 1 above to the extent that the principal object is owned by the Seller.

10.6    In the event that the Reserved Goods are to be re-sold or otherwise transferred, the Buyer already now and hereby assigns to the Seller the claim arising hereunder against the acquiring party as security, in the event that the Seller has co-ownership of the Reserved Goods, on a pro rata basis according to its co-ownership share. The same shall apply to any other claims which may take the place of the Reserved Goods or arise with respect to the Reserved Goods, e.g. insurance claims or claims in tort in cases of loss or destruction. The Seller hereby revocably authorises the Buyer  to collect the claims assigned to the Seller on its own behalf. The Seller may withdraw this collection authorisation only in the Realisation Event.

10.7    The Buyer is obliged to handle the Reserved Goods with care. In particular, he is obliged to insure the Reserved Goods sufficiently at his own expense against fire, water and theft damage at reinstatement value. If maintenance and inspection work is necessary for the proper care of the Reserved Goods, the Buyer must perform such work in due time at his own expense. However, this shall only apply insofar as the costs thereby incurred are within the scope of the customary.

10.8    In the event that any third parties take recourse to the Reserved Goods, including, without limitation, by way of attachment, the Buyer shall, without undue delay, inform them that the Reserved Goods are owned by the Seller and inform the Seller accordingly to allow the latter to enforce its ownership rights. If such third party is unable to reimburse the Seller for the judicial and extrajudicial costs incurring in this context, the Buyer shall be liable for these costs to the Seller.
 
10.9    The Seller shall release the Reserved Goods and the objects or claims taking its place if their value exceeds the amount of the secured claims by more than 50%. The selection of the items to be released in accordance with this provision shall be at the discretion of the Seller.

10.10    In the event that the Seller withdraws from the contract because of breach of contract by the Buyer, including, without limitation, default in payment (hereinafter also referred to as a “Realisation Event”), the Seller shall have the right to claim surrender of the Reserved Goods.

§ 11    Final Provisions

11.1    Warsaw District Śródmieście or the place of the registered office of the Buyer shall, at the option of the Seller, be the place of jurisdiction for all disputes arising from the legal relationship between the Seller and the Buyer. However, in the event that claims are brought against the Seller, Warsaw District Śródmieście shall be the exclusive place of jurisdiction in those cases. This shall be without prejudice to any mandatory statutory provisions regarding exclusive places of jurisdiction.

11.2    The relationships between the Seller and the Buyer shall be governed exclusively by the laws of Poland. The United Nations Convention on Contracts for the International Sale of Goods [CISG] of 11 April 1980 shall not apply.

11.3    In the event that the contract or these General Terms and Conditions of Delivery contain any gaps, such legally valid provisions as would have been agreed between the parties to the contract according to the economic purpose of the contract, and the purpose of these General Terms and Conditions of Delivery, had they been aware of the gap shall be deemed agreed to fill those gaps.