General terms

GENERAL TERMS AND CONDITIONS OF SALE

IN G-VOLT SP. Z O. O. ("GTS")

§1 GENERAL PROVISIONS

Based on these general terms and conditions of sale, hereinafter referred to as "GTS," G-VOLT Sp. z o. o. with its registered office in Ruda Śląska, Aleja Rodziny Gürtlerów 81, 41-700 Ruda Śląska, NIP: PL9542841752, hereinafter referred to as "G-VOLT," within the scope of its business activities, enters into commercial cooperation agreements with natural persons conducting sole proprietorships, legal entities, and organizational units without legal personality granted legal capacity by a separate act, hereinafter referred to as "Contractor." These general terms and conditions of sale and service also regulate relations between G-VOLT and Contractors with whom separate commercial cooperation agreements have not been concluded, who purchase goods from G-VOLT through Orders placed on a dedicated B2B Sales Platform or in another form.

These GTS specify the terms of sale of photovoltaic installation components, heat pumps, car chargers, photovoltaic systems, mounting structures, and connection boxes through the B2B Sales Platform - https://b2b.gvolt.eu.

G-VOLT and the Contractor in the text of these GTS are collectively referred to as the "Parties."

These GTS also apply to all future agreements between G-VOLT and the Contractor, even if they are not expressly agreed upon again between the Parties.

These GTS may only be accepted by the Contractor without reservations. Placing an order via the B2B sales platform or by email is tantamount to accepting the content of these GTS.

Direct contact with the Seller is possible via email or phone:

Email addresses: office@gvolt.eu / biuro@gvolt.pl

General: office@gvolt.eu / biuro@gvolt.pl

Order handling: office@gvolt.eu / biuro@gvolt.pl

Sales and technical advice: sales@gvolt.eu / email of the assigned sales advisor on the B2B platform / technical advice: Grzegorz Głodek ++48 668 944 424 / g.glodek@gvolt.pl

Complaints: complaints@gvolt.eu / reklamacje@gvolt.pl

Phone: +48 668 944 655 / phone number of the assigned sales advisor on the B2B platform

Headquarters: +48 668 944 655

The GTS apply to every sales contract executed by the Seller unless the Parties, with the express consent of G-VOLT in writing or by email, agree on other Individual Terms. The application of any Customer contract templates is excluded. In case of doubt about the precedence of the applied provisions, the Parties agree that the provisions of these GTS will take precedence.

Any changes and additions to these GTS proposed by the Contractor before the conclusion of the cooperation agreement and during its duration require the express consent of G-VOLT expressed in writing under pain of nullity.

The provisions of these GTS do not exclude or limit the rights and claims arising from other legal provisions.

§2 DEFINITIONS

Unless the Parties agree otherwise in the commercial cooperation agreement, the following words and phrases have the meanings assigned to them in the definitions below:

"GTS" - This document, along with all attachments and supplements, specifying the terms and conditions of sale and service provision by G-VOLT;

"Administrator" or "G-VOLT" - the owner of the B2B Platform - G-VOLT Sp. z o. o. with its registered office in Ruda Śląska, Aleja Rodziny Gürtlerów 81, 41-700 Ruda Śląska, NIP: PL9542841752;

"B2B Platform" - the B2B sales platform - https://b2b.gvolt.eu, with all its elements, managed by the Administrator.

"Seller" - G-VOLT Sp. z o.o. with its registered office in Ruda Śląska.

"Entrepreneur" - a natural person, legal entity, and organizational unit without legal personality, to which the provisions on legal entities apply, conducting business or professional activities in their own name.

"Documentation" - means all required certificates, attestations, inspection certificates, documentation specifying repair and maintenance conditions, catalogs of applicable norms for repair and maintenance times, technical approvals, documents allowing the use of the offered product in a given country, technical development documentation, user manual, installation manual, or other documents if required for the given type of goods or service.

"Manufacturer" - means the entity from which G-VOLT purchases goods or services. The manufacturer also includes G-VOLT for products of which it is the sole manufacturer, especially mounting structures and connection distribution boards.

"Business day" - means a day from Monday to Friday, excluding public holidays in the territory of the Republic of Poland.

"Offer" - means a binding offer made by the orderer under applicable law, submitted by G-VOLT via the dedicated B2B Sales Platform at https://b2b.gvolt.eu. The submitted offer is valid for 2 days from the date of placing the Order.

"Customer"/"Contractor" - an entrepreneur (a natural person conducting business activity, legal entity, or organizational unit without legal personality granted legal capacity by a separate act, performing business activity in their own name) concluding a Sales Agreement with G-VOLT within their business activity, for which the Sales Agreement has a professional character.

"Client Advisor" (sales advisor) - an employee of G-VOLT, dealing, among other things, with sales support and establishing commercial contacts with potential clients.

"Account" - a set of individual Customer data along with information about their activities on the B2B Platform. The account is maintained under a unique name (login) and secured with a password.

"Assortment"/"Goods" - goods listed and described on the B2B Platform.

"Order" - a statement of purchase of the selected Offer, submitted by transferring the created Offer for execution via the B2B Platform.

"Subject of the agreement" - means all Goods and/or Services, as well as accompanying documentation in any form or on any medium, including, among others, data, schematics, drawings, reports, specifications, material and non-material rights, intellectual property rights, as well as software necessary for the operation of the goods, embedded in the goods or delivered as an integral part.

"Order Confirmation" - a statement made by the Seller in the form of an email after verifying the Order, constituting acceptance of the offer submitted by the Customer and specifying the terms of the Sales Agreement.

"Goods Complaint" - the right to report to the Seller non-compliance of the Goods with the Sales Agreement (i.e., lack or non-compliance of the received Goods with the Sales Agreement) or damage to the Goods in transport, along with an appropriate claim.

"Force majeure" - an event that could not have been foreseen with special diligence required for professional services, which is external to both the Seller and the Customer, and which the Parties could not prevent with due diligence. Events of force majeure within the meaning of these General Terms and Conditions of Sale include, in particular, cyberattacks, war, martial law, riots, uprisings, terrorist attacks, strikes, road blockades, or other commonly used entry and exit points, delays of suppliers, as well as local events: fire, road disaster, natural disasters, including flood, earthquake, epidemic, pandemic, weather conditions, and other natural events whose intensity deviates from the average scale during the period and which prevent the execution of services or Orders or Sales Agreements.

"Parties" - Collectively G-VOLT and the Contractor.

The GTS are made available for printing, downloading, reproducing, and recording in any form on the G-VOLT website and on the dedicated B2B Sales Platform in the individual Contractor's panel.

To avoid any doubts regarding the content of the GTS applicable on the day of placing the Order, G-VOLT suggests downloading the content of these GTS before placing the Order and saving them on a durable memory medium allowing for the unequivocal determination of the precise date of downloading the GTS and their content at the time of placing the Order.

§3 APPLICATION OF GTS

The GTS constitute a contract template referred to in Article 384 of the Civil Code.

The purchase of goods from G-VOLT by the Contractor will be carried out on the terms specified in these GTS unless the Parties agree otherwise.

If G-VOLT and the Contractor have not explicitly agreed otherwise in writing under pain of nullity by explicitly excluding the provisions of the GTS in favor of other agreed contractual terms, the application of any contractual templates of the Contractor is excluded. The contractual templates of the Contractor do not apply, even if G-VOLT did not report the exclusion/change or explicit objection. To avoid doubts, G-VOLT's accession to the execution of the Agreement without an explicit reservation or objection to the Contractor's contract template does not imply acceptance of any of the Contractor's contract templates. To incorporate any contract template of the Contractor into the agreement, G-VOLT employees must have explicit authorization to perform such actions. Moreover, G-VOLT's waiver of applying specific provisions of the GTS in special cases is binding only concerning the specific commercial cooperation agreement and in no case can be treated by the Contractor as binding in the execution of other agreements.

§4 GENERAL RULES FOR USING THE B2B PLATFORM

Using the B2B Sales Platform - electronic services, the Seller provides the following services free of charge:

maintaining an individual Account on the B2B Platform;

enabling Customers or Users acting on behalf of the Customer to place Orders on the B2B Platform;

sending newsletters, with the Customer's or User's consent.

To create an Account, the Customer should independently obtain access to a computer workstation or other terminal device with Internet access and email. Creating an Account and using the B2B Platform is possible for a Customer with the following equipment: (1) a PC or other device with Internet access; (2) an Internet browser, such as Firefox, Internet Explorer, Google Chrome, or another; (3) an active email account.

Creating and using the Account requires the Customer to register on the B2B Platform and provide the following data:

first name, last name, and company or Customer name,

a valid NIP number,

Customer's registered office address,

email address for sending documents and invoices, whereby by accepting these GTS, the Customer agrees to receive VAT invoices electronically,

first name and last name, email address, and phone number of Users assigned to the Customer's Account, as persons authorized on behalf of the Customer to place binding Orders for the Customer and responsible for maintaining contact with the Seller, along with a statement that the Users are authorized to make declarations of will and knowledge in the above scope on behalf of the Customer,

shipping address for ordered Goods if different from the Customer's registered office address (the shipping address can be changed each time an Order is placed),

Account password; the Customer is obliged to keep the login data and password confidential; the password is not known to the Seller.

The Customer's Account is activated after positive verification of the Customer by the Seller. Verification covers, among other things, the Customer's business activity, registration on the white list of VAT taxpayers or in the VIES system, as well as other elements listed in the document "Methodology for assessing due diligence by buyers of goods in domestic transactions" prepared by the Ministry of Finance. The Seller reserves the right to request the Customer to provide additional data (including extending the PKD), registration on the white list of VAT taxpayers, or in the VIES system, as well as perform other activities, such as providing explanations or sending appropriate documents.

Before activating the Account, the Seller may contact the Customer to verify the provided data or obtain additional information.

The Seller is entitled to refuse to activate the Customer's Account without providing a reason.

The Seller sends a confirmation of proper registration and activation of the Account to the email address provided by the Customer during the Account creation process. Upon confirmation of Account activation, a Contract for Account Maintenance is concluded. Placing Orders via the B2B Platform is only possible after the Account activation.

The Customer may have only one Account on the B2B Platform, to which access may be granted to several Users authorized to place Orders on behalf of the Customer. The Customer's Account is non-transferable; the Customer is not allowed to use other Customers' Accounts or grant other persons than Users access to the Customer's Account, including the login and password to the Account.

Regardless of the obligation to indicate User data during Account creation (in accordance with point 3.3 (e) above), the Customer, acting through persons authorized to represent, is obliged to provide the Seller with a list of all Users who may place Orders on behalf of the Customer and are responsible for maintaining contact with the Seller, and its update in case of changes. At the Seller's request, the Customer undertakes to provide at any time all documents confirming the authorization of a given User to act on behalf of the Customer. Orders or other declarations of will and knowledge made by persons indicated by the Customer on the list of Users or in the Account on the B2B Platform are binding for the Customer. The Seller has the right to refuse to accept and execute an Order placed by a person not listed as a User or for whom no documents confirming authorization to act on behalf of the Customer have been submitted.

During the term of the Account Maintenance Agreement, the Customer is obliged to immediately inform the Seller of any changes to the data required to use the Account (including company name, NIP number, address, or email address or changes in the authorizations of Users reported in the Account) and changes to the list of Users provided to the Seller by sending information about the changed data to the email address of the Customer's Advisor or general address. Until the Seller is notified of any changes, the data provided by the Customer is considered current, particularly for effective deliveries or placing binding Orders by Users for the Customer. The Seller is not responsible for damages resulting from the Customer's failure to notify changes to the data.

The Seller is not responsible in case of providing incorrect Customer data.

During the term of the Account Maintenance Agreement, the Customer is obliged to immediately inform the Seller about filing for bankruptcy or restructuring, initiating settlement proceedings, court or administrative proceedings, or criminal tax or criminal proceedings.

The Customer or User may not use the Account in a way that violates the law, contrary to good customs, or use the Account to violate the rights of others, including personal rights.

The Customer or Seller may terminate the Account Maintenance Agreement at any time. Termination of the Account Maintenance Agreement by either Party, as well as its dissolution by mutual consent, is equivalent to Account deactivation, but this does not affect the performance of already concluded Sales Agreements.

The Seller has the right to verify the Customer or User placing an Order at any time, particularly whether the Customer or User meets the conditions specified in these GTS. In case of negative verification, the Seller has the right to terminate the Account Maintenance Agreement with immediate effect (which means Account deactivation) or refuse to execute Orders or withdraw from the Sales Agreement.

The Customer may file a complaint regarding the Account Maintenance Agreement by sending a notification to the Seller's email address, which should include the Customer's data, including the contact email address or phone number, and a brief description of the issue. Complaints are considered within 30 days of their submission. The Customer will be informed about the resolution of the complaint by the Seller.

The Seller reserves the right to temporary interruptions in the functioning of the B2B Platform or Account for technical reasons (including development work, maintenance, failures, repairs, etc.) for the period necessary to resolve the issue, for which the Seller is not responsible.

The B2B Platform cannot be used by the Customer to provide illegal content.

The newsletter service involves sending, with the Customer's or User's consent, to the specified and confirmed by the Customer or User email address, ordered commercial information in the form of advertising and promotional materials and information about the Goods sold by the Seller. The service can be canceled at any time by clicking on the link to unsubscribe from the newsletter.

§5 CONCLUSION OF THE AGREEMENT

The purchase of goods or services will be based on the provisions of these GTS.

An order for goods or the commissioning of a service is a binding offer from the Contractor, which G-VOLT may accept or reject at its discretion.

Upon receiving the Order Confirmation from G-VOLT, a contract is concluded on the terms specified in the Order.

Orders (both via the B2B Platform or by email) may only be placed by Customers with an active Account or Users designated by them.

The Customer or User may place Orders via an active Account or by sending an email directly to the Client Advisor or to one of the following email addresses: sales@gvolt.eu / sprzedaz@gvolt.pl

The Contractor bears full responsibility for the accuracy and content of the submitted Order. The Seller is not responsible for errors made by the Customer or the User acting on their behalf when placing the Order, in particular, incorrect specification of the type or quantity of Goods or incorrect specification of the type, place, or preferred delivery date.

An Order is an offer made by and binding on the Customer, which the Seller may accept or reject at its discretion. The inability to fulfill the Order in whole or in part, as well as refusal to accept the Order in whole or in part, will not result in any claims against the Seller.

Formal handling of placed Orders is carried out on business days from Monday to Friday from 8 AM to 4 PM.

Warehouse handling of placed Orders is carried out on business days from Monday to Friday from 8 AM to 4 PM.

In case of an inquiry submitted to the Seller, the Seller sends the Customer a preliminary offer by email based on the inquiry, which does not constitute an offer within the meaning of the Civil Code. To conclude a Sales Agreement, the Customer's Order and the Seller's Order Confirmation are also required.

To place an Order via the B2B Platform, the following is necessary:

selecting the type and quantity of Goods;

specifying the type, place, and preferred delivery date and contact phone number;

the Customer or User acting on their behalf reviewing the final wording of the binding Order, displayed on the B2B Platform;

confirming the review and acceptance of the GTS by the Customer;

placing the Order by clicking the "Order Now" button.

A prerequisite for placing an Order is the Contractor's confirmation of reviewing and accepting the B2B Platform regulations and general terms of sale by checking the appropriate checkbox.

To allow the Contractor to review the content of the submitted Order, especially to detect and correct any errors, the Contractor should click on "Order Summary." The offer displayed at the "Order Summary" stage ceases to bind G-VOLT when the B2B sales platform website is closed without placing the Order.

Emails sent by the Seller confirming the reservation of Goods and confirming the registration of the Order do not constitute the Seller's Order Confirmation.

After receiving the Order, and before sending the Order Confirmation, the Seller reserves the right to request additional information related to the Order by phone or email.

As a result of receiving the Order (via the B2B Platform or by email), in case of its acceptance by the Seller, the Seller confirms the Order by sending a response in electronic form to the email address provided during registration on the dedicated B2B Platform. The content of the message specifies all significant terms of the sales contract: type, quantity, and price of the ordered Goods, delivery conditions, approximate delivery date, and payment conditions, resulting in the conclusion of the Sales Agreement. If the content of the response does not correspond to the actual Order, the Contractor should immediately notify the assigned Client Advisor.

The Seller has the right to reject the Order in case of inability to fulfill the Order, especially due to the unavailability of Goods included in the Order, as well as in case of incomplete or incorrect Order.

The Contractor specifies in the Order form the delivery address of the ordered products. G-VOLT does not verify the correctness of the specified address. All costs related to providing an incorrect delivery address or not picking up the shipment at the address indicated by the Contractor are borne solely by the Contractor.

After placing the Order, the Contractor can verify the status of the shipment in the "Orders" section: transferred for execution, accepted by the Client Advisor, transferred to the warehouse, ready for shipment/transport/personal collection, shipped/picked up personally, canceled. The shipment status is automatically updated. To avoid doubts about the current status of the placed Order, the Contractor should contact the assigned Client Advisor.

All documentation that may or might arise as a result of the execution of the provisions of these GTS will be prepared in Polish.

Information provided on the B2B Platform (especially concerning the prices of Goods) does not constitute a commercial offer within the meaning of Article 66 of the Civil Code; they only constitute an invitation to submit offers as defined in Article 71 of the Civil Code.

§6 PRICES

In the absence of different written arrangements or other price offers proposed by G-VOLT for the Contractor, the prices indicated on the dedicated B2B Platform at the time of acceptance for execution of the agreed delivery of goods apply. The prices indicated on the B2B Platform are net prices. Prices do not include VAT, which will be added according to applicable regulations.

The prices of Goods indicated on the B2B Platform do not include the cost of delivering the Goods. The delivery cost depends on the type and quantity of ordered Goods as well as the delivery option chosen by the Customer.

Discounts and rebates are granted only based on the Parties' agreement expressed in writing under pain of nullity, and their granting is at the sole discretion of G-VOLT. Any rebate form or special price list provided by G-VOLT different from the prices specified on the B2B Platform is valid for 7 days from the moment they come into effect.

If, in connection with the execution of the Order, fees, taxes, or other charges are to be paid, their costs are borne by the Contractor.

If the Parties agree on the conversion of prices for goods in a foreign currency to zlotys, the Parties are obliged to use the average NBP exchange rate announced on the invoice issuance date.

The price of the goods presented on the B2B Platform is only an invitation to start negotiations and may differ from the price of the goods after adding the goods to the cart. The value of the placed Order, the quantity of ordered goods, current promotions, payment method, delivery method, or discounts granted by G-VOLT mainly influence this.

The total price of the Goods and delivery costs, as well as the costs of additional services ordered by the Customer (e.g., storage), are indicated in the Order Confirmation.

If, after placing the Order, it turns out that the price should change, the Seller will immediately inform the Customer about the change and propose a different price. The provisions of § 5(10) apply accordingly.

§7 RELEASE OF GOODS AND DELIVERY

The release of goods will take place in:

G-VOLT's warehouse at the time of handing over the goods to the carrier, and when the buyer collects the goods with their own transport,

the Contractor's warehouse or investment location or another individually agreed place, in cases where G-VOLT delivers the goods or the delivery is organized by an external forwarding company.

Delivery costs are borne by the Contractor unless a separate agreement has been concluded between the Parties, which provides otherwise.

The proof of receipt of goods in the case of personal collection is the signature of the person receiving the goods on behalf of the Contractor on the WZ document or proof of release to the carrier.

Benefits and burdens and risks associated with the goods, including the risk of accidental loss or damage, pass to the Contractor at the time of release of the goods by G-VOLT to the Contractor. If the goods are transported by a courier or transport company, ownership and risk pass to the buyer when the goods are received without reservations.

The delivery or collection date indicated in the Order Confirmation is approximate and not binding on the Seller. The Seller is not responsible for damages related to possible delivery delays.

The approximate delivery or collection date indicated in the Order Confirmation may change, especially due to the Customer's failure to make payment for the Goods, unavailability of the Goods, failure to provide the Customer with documents and information necessary for proper delivery, failure to settle all payment arrears to the Seller, and when the granted Trade Credit does not allow for the Order's execution. In such cases, the Seller will immediately inform the Customer of the occurrence of the aforementioned circumstances. Liability for damages due to non-performance or untimely performance of the Sales Agreement by the Seller is excluded.

The Seller will inform the Customer of the final delivery or collection date of the Goods by sending information to the User's email address who placed the Order.

The approximate delivery date indicated in the Order Confirmation and the delivery or collection date specified in accordance with paragraph 7 may be postponed due to circumstances beyond the Seller's control, especially caused by disruptions in the supply chain or resulting from the occurrence of Force Majeure, including delays caused by the carrier or suppliers of the Goods or the Seller's suppliers if they affected the possibility of timely delivery by the Seller. In such cases, the Seller will immediately inform the Customer of the necessity to postpone the planned delivery date. Liability for damages due to non-performance or untimely performance of the Sales Agreement by the Seller due to Force Majeure or other circumstances is excluded.

If obstacles beyond the Seller's control in the sense of paragraph 8 last for more than 2 months, the Customer has the right, after setting an additional period of at least 30 days for the delivery of the Goods, to withdraw from the Sales Agreement (if the Sales Agreement has already been partially executed, only concerning the unexecuted part), within 7 days of the ineffective expiration of the additional period for the delivery of the Goods. Liability for damages due to non-performance or untimely performance of the Sales Agreement by the Seller is excluded.

The delivery date of the Goods is extended in any case by the period during which the Customer delays fulfilling their obligations to the Seller, regardless of their legal basis. This does not affect other rights of the Seller specified in these Regulations and GTS, as well as specified in legal provisions.

G-VOLT is entitled to make partial deliveries and settle them after each delivery. The Contractor must be informed of this without the need to obtain additional consent from them in any form.

The Parties may agree on the Customer's collection of the Goods at their expense and risk from the Seller's warehouses, at a time and place agreed upon by the Parties. The Customer is obliged to comply with the agreed collection date of the Goods from the Seller's warehouses. The Customer confirms the completeness and conformity of the collected Goods with the Order at the time of collection.

The Parties agree that in the case of personal collection, loading is on the Contractor's side. The goods are released unsecured, in particular without securing strips, stretch film, or other protections. The burden of securing the load in transport is the Contractor's responsibility and falls under their exclusive competence.

In the case of personal collection, where a significant number of pallets with goods are collected and the Contractor has a vehicle adapted for loading with a forklift, G-VOLT allows the possibility of loading the goods onto the Contractor's vehicle. The decision in this matter is at G-VOLT's sole discretion. In the situation described in sentence 1, the risk of accidental destruction or damage to the goods during loading is borne by the Contractor.

Goods are delivered through carriers (via courier shipments or forwarding companies) to the place indicated by the Customer when placing the Order. The place of delivery can be the Customer's registered office or another place designated by them, but the Customer should indicate such a place of delivery to make the delivery of the ordered Goods possible and simultaneously possible for the Customer to receive and inspect the Goods in accordance with the provisions of these Regulations and GTS.

Delivery costs are borne by the Customer unless a separate agreement has been concluded between the Parties, which provides otherwise.

The Customer is obliged to unload the Goods at the place of delivery.

The Parties agree that in the case of pallet courier shipments, unloading is on the courier company's side handling the Order. The risk of accidental destruction or damage to the goods during unloading lies with the courier. G-VOLT is not responsible for untimely delivery by the courier.

In the event that:

delivery or delivery of the Goods to the place indicated by the Customer is not possible, or

the Customer does not collect the Goods sent to the place indicated in the Order Confirmation, or

the Customer does not collect the Goods on time from the place indicated in the Order Confirmation, or

delivery or delivery of the Goods is not possible for other reasons attributable to the Customer,

the Seller is entitled, at its discretion, to store the Goods with a third party at the Customer's cost and risk, store the Goods at the Seller's warehouse at the Customer's cost and risk, or send the Goods to the Customer's registered office at their cost and risk. In any of the above cases, the Seller may charge the Customer for the resulting costs (including transport, storage costs). In particular, if the Customer does not collect the Goods within 30 days of the agreed date, the Seller may charge the Customer additional order handling fees of 10% of the net Order value and storage costs of 100.00 PLN net/day for storing 1 pallet unit.

In the cases indicated in paragraph 19, regardless of the rights provided in paragraph 19 above, the Seller, after prior unsuccessful request to the Customer, has the right to withdraw from the Sales Agreement due to reasons attributable to the Customer and charge the Customer a fee for withdrawing from the Sales Agreement of 10% of the net Order value and return transport costs to the Seller's warehouse.

Regardless of the claim for payment of the amounts specified in paragraphs 19 or 20, the Seller may additionally claim appropriate compensation.

The issuance of a corrective invoice or debit note by the Seller and sending it to the email address indicated for sending invoices during Account registration is equivalent to informing the Customer about the withdrawal from the Sales Agreement. In the case of termination of the Sales Agreement, it is assumed that the conditions for reducing the VAT taxable base were met on the day the Sales Agreement expired, i.e., at the time of issuing the corrective invoice by the Seller.

In any case where the Sales Agreement does not come into effect and involves the Customer refunding any prior payments made by them, the Seller, before making the refund, may offset these payments with any claims against the Customer arising from these GTS. The Parties agree that offsets with Customer payments will be made, in particular, for:

contractual penalties;

additional costs and charges;

unpaid and due invoices;

interest or compensation.

If any changes are made at the Customer's request and with the Seller's consent, to the Sales Agreement, involving additional costs (e.g., transport or storage costs), the Customer will be charged with additional costs.

In the case of delivering Goods to another EU country, the Customer is obliged to provide the Seller, no later than the 5th business day of the month following the month of receipt of the Goods from the Seller's warehouse or the issuance of a VAT invoice, whichever is earlier, with documents confirming the transfer of the goods to the destination country, allowing for the application of the "0%" VAT rate. Such a document is, in particular, a properly completed transport document CMR containing signatures, stamps, and dates of receipt of the Goods. If the documents are not provided within the required time frame, the Seller reserves the right to charge the Customer a contractual penalty equal to the amount of VAT due calculated as the product of the net amount and the basic tax rate applicable in Poland.

In the case of delivering Goods outside the EU, the Customer is obliged to provide the Seller, no later than the 5th business day of the month following the month of receipt of the Goods from the Seller's warehouse or the issuance of a VAT invoice, documents confirming the transfer of the goods to the destination country, allowing for the application of the "0%" VAT rate. Such a document is, in particular, a properly completed IE-599 communication. If the documents are not provided within the required time frame, the Seller reserves the right to charge the Customer a contractual penalty equal to the amount of VAT due calculated as the product of the net amount and the basic tax rate applicable in Poland.

§ 8 PAYMENTS

Unless otherwise specified in the Individual Terms, the total price for the Goods is paid in advance, i.e., as a "prepayment," in accordance with the proforma invoice issued by the Seller.

All payments are made by the Customer to the Seller's bank account, exclusively in the currency specified in the Order Confirmation, unless otherwise specified in the Individual Terms, within the deadline indicated by the Seller, and if no payment deadline is specified, immediately upon receipt.

During the cooperation, the form and terms of payment may change at the Contractor's request or based on individual Client Advisor decisions. The decision on changing the form and methods of payment is at G-VOLT's sole discretion.

The Contractor may make payments by bank transfer, with deferred payment terms. The payment term may be 3, 7, 14, 21, 30, or 45 days. The specific rules for this type of payment are agreed upon individually with the Contractor. The decision on payment terms is at G-VOLT's sole discretion.

G-VOLT issues a VAT invoice to the Contractor for the purchased goods. The source of the Contractor's data for issuing the invoice and the delivery address data are the registration documents and information from the registration form, which the Contractor provides during the registration process and during the Order placement.

In the "Orders" section available on the dedicated B2B sales platform, the Contractor has access to all WZs and FVs as well as any FV corrections related to a given Order.

The Contractor is obliged to download the indicated documents directly from their account on the B2B Platform. Posting the invoice on the dedicated B2B Platform is equivalent to its delivery. Placing an Order is equivalent to consenting to this form of settlement.

By using the B2B sales platform, the Contractor accepts and agrees to the electronic sending of invoices (e-invoice) by G-VOLT to the email address provided by the Contractor in the registration form.

The Seller's obligations arising from the Sales Agreement and the commencement of deadlines start upon receipt by the Seller of the total price for the Goods or, if the Individual Terms so specify, an advance payment in the amount specified in the Individual Terms (the date of receipt of the amount in the Seller's bank account).

If the Customer fails to pay the total price for the Goods or the advance payment for the Goods in accordance with the Individual Terms, the Seller is not obliged to execute the Order and deliver the Goods and may withdraw from the Sales Agreement after prior unsuccessful request for payment to the Customer.

Based on the Seller's individual decision, the Customer may be granted Trade Credit, which is subject to the Seller's verification of the Customer.

The Seller is entitled to change the value of the Trade Credit granted to the Customer at any time and establish it based on their assessment or the assessment made by the insurance and financial company insuring the Seller's commercial transactions.

The time for payment processing is the Contractor's responsibility, i.e., the payment will be considered made when the funds are credited to G-VOLT's bank account.

G-VOLT reserves ownership of all goods sold to the Contractor until the Customer pays all amounts due, including future claims and additional costs (e.g., transport costs, interest for payment delays, debt collection costs).

After the payment deadline or exceeding the granted Trade Credit, the Seller has the right to withhold the release of Goods to the Customer and the acceptance of new Orders, and all payments due to the Seller from the Customer become immediately due, regardless of the previously agreed payment deadline. The suspension of deliveries or the Seller's use of other rights provided in these GTS in the event of the Customer's delay excludes the possibility of the Customer's claims for non-performance or improper performance of the Sales Agreement, in particular, claims for damages for damages resulting from the suspension of deliveries, the due date of all Seller's claims against the Customer or the Seller's use of other rights mentioned above.

If the Customer fails to make any payment due under these GTS on time, the Seller sends a payment reminder by email, but sending a payment reminder is not a condition for exercising other rights of the Seller due to the Customer's delay or non-payment.

In justified cases, before the specified payment deadline, the Seller allows the possibility of extending the payment period. Extending the payment period requires documentary form and is solely at the Seller's discretion.

If the Customer delays payment, the Seller charges statutory interest for delay in commercial transactions in accordance with the Act on counteracting excessive delays in commercial transactions, for the period from the day following the specified payment deadline to the payment date understood as the day the funds are credited to the Seller's bank account.

The Seller reserves the right to outsource the collection of overdue Customer obligations to an external company.

The Seller will charge the Customer with debt recovery costs in accordance with the Act on counteracting excessive delays in commercial transactions.

Unless expressly noted when making the payment, the Seller credits the received payment to the most overdue invoices.

The Customer has no right to withhold payments due to warranty claims or complaints directed to either G-VOLT or the direct product manufacturer.

If the Customer delays any payment due under these GTS, the Seller reserves the right to suspend the execution of the Customer's Orders, suspend the possibility of using the Account until the arrears are settled, terminate the Account Maintenance Agreement with immediate effect (resulting in Account deactivation), or suspend, withdraw, or change the terms of the granted Trade Credit. Other rights of the Seller remain unaffected.

The Seller's rights provided in this paragraph "Payment" do not limit further rights of the Seller due to the non-performance or improper performance of the Sales Agreement by the Customer.

§9 RETURN OF NEW GOODS

The Contractor may return new goods delivered by G-VOLT only if G-VOLT's written consent is obtained, represented by the authorized Client Advisor.

Before returning the goods, the Contractor is obliged to send a return form via the B2B Platform.

The Client Advisor may grant consent for return if the goods were not used and their return took place within a non-extendable period of 7 days from delivery.

If G-VOLT, represented by the Client Advisor, consents to the return of the goods, G-VOLT does not bear any costs, in particular, the transport will be at the Contractor's cost and risk.

G-VOLT will inspect the returned goods and make a decision:

to return the value of the returned goods to the Contractor,

to refuse to accept the returned goods,

to exchange the returned goods for another.

In the case of returning new goods, all costs related to the return are borne by the Contractor.

All risks related to the return of new goods, in particular, the risk of loss or damage during transport, are borne by the Contractor.

The right to return new goods does not apply to goods that are inherently single-use or delivered on a special Contractor's Order.

The right to return new goods does not apply to goods covered by a promotion or constituting a prize in a promotion.

The right to return new goods does not apply to goods in any way used, damaged, soiled, deformed, distorted, or unfit for use due to other defects. The right to return new goods does not apply to goods whose packaging is damaged, soiled, deformed, or distorted, or unfit for use due to the occurrence of other defects.

§10 WARRANTY AND LIABILITY FOR DEFECTS

The Parties agree to exclude G-VOLT's liability to the Contractor under the warranty (pursuant to Article 558 § of the Civil Code).

Goods sold by G-VOLT are covered by the direct manufacturer's warranty. The detailed scope of the warranty, its duration, and the warranty procedure are specified in the warranty documents issued by the manufacturer.

The Seller is not a party to the warranty procedure. The Customer has no claims against the Seller under the warranty. In justified cases, G-VOLT allows the possibility of intermediating in warranty claims with the direct product manufacturer. The detailed rules for intermediating will be specified between the Parties in the form of an additional agreement. The decision on intermediating in the warranty procedure is at G-VOLT's sole discretion.

The Contractor sends a request to G-VOLT for intermediating in the warranty procedure with the direct manufacturer immediately, no later than within 24 hours of discovering the defect.

G-VOLT either accepts or rejects the request for intermediating and informs the Contractor via email sent to the address provided in the registration form.

The Contractor is obliged to immediately check the quality of the goods upon receipt. In case of defects in the goods delivered by G-VOLT, the Contractor is obliged to immediately, no later than within 5 days, notify G-VOLT and then draw up a written complaint protocol and effectively deliver it to G-VOLT by email to reklamacje@gvolt.pl or via the complaint form available on the website: https://gvolt.pl/formularz-reklamacji/ / https://gvolt.eu/complaint-form/ A Goods Complaint submitted after the deadline will be rejected.

If the Customer does not provide complete and correct documentation, including photographic documentation and a damage report in case of damage to the Goods in transport, the Seller may reject the Goods Complaint.

The Seller undertakes to consider the Goods Complaint as soon as possible after the Customer provides complete and correct data and documents required to consider the Goods Complaint.

The Parties agree that G-VOLT's liability for delay in delivering the goods is excluded.

The Seller is liable for non-performance or improper performance of the Sales Agreement only in cases of intentional damage and only within the limits of actual losses incurred by the Customer (actual damage). In any case, the Seller's liability arising from the Sales Agreement is limited to the net value of the given Order in which the actual damage occurred.

The Seller is not responsible for the Customer's or the end-user's failure to comply with safety rules required for the given type of activity, as well as installation or use of the Goods or handling them not in accordance with technical knowledge principles in the given field.

Notwithstanding other provisions of the Sales Agreement, the Seller is not responsible for non-performance or improper performance of its obligations caused by or resulting from the occurrence of Force Majeure, supply chain disruptions, or Force Majeure, including delays caused by these reasons on the part of the carrier or suppliers of Goods or the Seller's suppliers if they affected the possibility of timely delivery by the Seller. In case of occurrence of the aforementioned circumstances or circumstances constituting their consequences or actions, including economic, logistical, personnel, legal, the Seller has the right to appropriately change the terms or withdraw from executing the given Order or Sales Agreement, including in particular changing the delivery date of the Goods.

§11 TERMINATION OF THE AGREEMENT WITH IMMEDIATE EFFECT

G-VOLT is entitled to terminate the agreement with the Contractor immediately by written notice without obligation to pay any compensation to them or bear any costs if the Contractor:

is late with payment to G-VOLT for more than 7 days,

violates the provisions of the commercial cooperation agreement,

fails to fulfill any obligation to G-VOLT,

acts to G-VOLT's detriment or damages its good name,

if it is justified by G-VOLT's legitimate interest.

G-VOLT reserves the right to terminate the agreement with immediate effect by written notice:

if there are doubts about the Contractor's solvency that G-VOLT was not aware of at the time of registration on the B2B Platform,

if the Contractor files for bankruptcy or any restructuring proceedings,

if the Contractor subcontracts or assigns the rights and obligations arising from the commercial cooperation agreement to a third party without prior consent from G-VOLT.

If G-VOLT terminates the agreement with immediate effect due to reasons attributable to the Contractor, G-VOLT has the right to:

claim payment from the Contractor for the part of the agreement executed and cover all G-VOLT's costs and expenses until the termination of the agreement with immediate effect,

charge the Contractor with a contractual penalty of up to 10% of the gross value of the placed Order,

claim compensation from the Contractor exceeding the amount of the contractual penalty on general principles.

§12 CONFIDENTIALITY CLAUSE

The Parties undertake to keep confidential information obtained during the performance of the agreement, especially:

information about the organizational structures of the Parties, particularly information about organizational charts, employee position structures, job descriptions, and other information whose disclosure could harm G-VOLT,

technical or trade secret information of the Parties, particularly concerning products, procedures, prices, activities, financial situation, types of products offered, and the method of their production,

the provisions of the agreement, information about the negotiation process, granted discounts and delivery conditions, provisions of other agreements concluded between the Parties.

The confidentiality obligation applies regardless of the form of transmission or recording of this information and its source.

Unauthorized disclosure of information by the Contractor to G-VOLT's detriment constitutes grounds for G-VOLT to demand from the Contractor a contractual penalty of PLN 100,000 (one hundred thousand zlotys). The contractual penalty will be paid no later than within 7 days from the date of identifying the violations and informing the Contractor about the identified violations.

An exception is the demand of state authorities. In such a case, the Customer is obliged to inform the Seller about it.

The Parties undertake to protect confidential information of particular importance concerning the other Party and to secure this information in such a way that unauthorized persons do not have access to it.

The Parties undertake not to disclose confidential information to third parties without the express written instruction of the other Party. The Parties undertake to use the obtained information and documents only to the extent necessary for the proper performance of the agreement.

The confidentiality clause for disclosed information binds each Party during the term of the agreement and after its performance, expiration, and termination for a period of 5 years from the occurrence of any of these events.

All data obtained during the performance of the agreement will be permanently deleted, including the media on which they were transmitted, after the agreement is completed.

§13 PAYMENT SECURITY

Payment security for the granted trade credit for the purchase of goods may be a blank promissory note issued by the Contractor along with a promissory note declaration.

Payment security for the granted trade credit may also include bank guarantees, reverse factoring, and receivables insurance.

§14 FINAL PROVISIONS

The Contractor may not assign and transfer rights and obligations without prior written consent from G-VOLT under pain of nullity.

During the term of the contractual relationship, the Contractor undertakes to immediately inform G-VOLT of any changes concerning the Contractor's address, person, or company, as well as any case where they file for bankruptcy or restructuring.

Any changes or deviations from these GTS require written form under pain of nullity. Reservations in documents, including acceptance confirmations for execution, delivery or collection confirmations, are not considered changes to the GTS.

In matters not regulated by these GTS, the provisions of Polish law, in particular the Civil Code, apply.

The B2B Platform is protected by copyright. All rights not expressly granted to the Customer under these GTS remain reserved for the Seller or entities licensing the Seller to use individual works presented in the form of B2B Platform content. The Customer may use the works and databases contained on the B2B Platform website within the scope of permissible use designated by the Act of February 4, 1994, on Copyright and Related Rights and the Act of July 27, 2001, on Database Protection. In particular, except as expressly provided by these provisions, the reproduction, copying, transmission, distribution, or storage of parts or the entirety of the B2B Platform content for commercial purposes without prior written consent from the Seller is prohibited.

Unless otherwise agreed, the court competent for disputes arising from the interpretation of these GTS is the court competent for G-VOLT's registered office.

If any provision of the commercial cooperation agreement is found invalid or ineffective, this circumstance will not affect the validity and effectiveness of the remaining provisions. In the case of invalidity or ineffectiveness of the provisions of the commercial cooperation agreement, the provisions of these GTS will apply in their place.

G-VOLT reserves the right to commission other entities to perform obligations arising from the contractual relationship based on these GTS.

G-VOLT is entitled to change or supplement these GTS at any time. Any changes to the GTS made during the term of the contractual relationship between the Parties do not affect its content change.

The provisions of these GTS come into effect 24 hours after the publication of these GTS on the G-VOLT website.

These Regulations and GTS are effective from July 28, 2024.