Standard Terms of Sale

(Polish version)
Effective from February 1, 2026

Article 1. Scope of Application

1. These “Standard Terms and Conditions of Sale” (hereinafter referred to as “SWS”) apply to the sale of products and the provision of services (collectively: “Products and Services”) by INVENTRONICS sp. z o.o., located at (59-400) Jawor, Kuziennicza 10D, Tax ID: PL6951424955, registered with the District Court in Wroclaw-Fabryczna, Commercial Division of the National Court Register under No. KRS0000149329, with a share capital of PLN 1,450,000, hereinafter referred to as the “Seller”, to any entity that is a business entity as defined in Article 4 of the Act of March 6, 2018 – the Business Act – hereinafter referred to as the “Buyer”.

2. The SWS constitute an integral part of all quotations and offers made by the Seller (including offers generated automatically by quoting modules) and the acceptance by the Seller of any orders from the Buyer and other agreements (“Agreements”) for the sale of Products and/or the provision of Services, including transactions carried out through the Seller’s online store (“Online Store”) available at: www.inventronics.eu or www.inventronics.com.pl, unless the Parties agree otherwise in writing, under penalty of nullity.

3. Any additional or conflicting terms contained in any document or documents issued by the Buyer, in particular in general purchase terms, orders, specifications, or correspondence, which conflict with these SWS or supplement them, are expressly rejected by the Seller, unless they have been expressly accepted by the Seller in writing, under penalty of nullity.

4. The Seller’s commencement of order fulfillment, confirmation of the order, delivery of Products, or provision of Services, as well as acceptance of payment, do not constitute acceptance of the Buyer’s terms other than those specified in these SWS. Placing an order by the Buyer, acceptance of the Seller’s offer, as well as receipt of the Products by the Buyer and payment for the Products will be deemed acceptance of the SWS.

5. If the Buyer maintains ongoing business relations with the Seller, acceptance of the SWS by the Buyer in connection with one order shall be deemed acceptance of the SWS for all other orders or Agreements.

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Article 2. Definitions

For the purposes of these SWS, the following terms have the following meanings:

1. Products – tangible products, including, in particular, electronic devices, assemblies, components, finished products, or semi-finished products, offered, manufactured, or supplied by the Seller.

2. Services – services provided by the Seller, including, in particular, design, engineering, research and development (R&D), prototyping, production, assembly (EMS), testing, commissioning, consulting, or other services related to the Products.

3. Quotation – a commercial proposal from the Seller specifying, in particular, the scope of Products and/or Services, the price, the delivery period, and the validity period, submitted to the Buyer in any legally permissible form.

4. Order – a declaration of intent by the Buyer to accept the Seller’s Quotation or to place an order for Products and/or Services, submitted in written, electronic, or document form.

5. Order Confirmation – a statement by the Seller confirming the acceptance of the Order for fulfillment.

6. Agreement – an agreement for the sale of Products and/or the provision of Services between the Seller and the Buyer, regardless of its form of execution, including the Quotation, Order, Order Confirmation, and these SWS.

7. Business Day – a day from Monday to Friday, excluding legally recognized public holidays in the Republic of Poland.

8. Technical Documentation – any design, construction, technological, software, schematic, drawing, model, know-how, and other materials provided in connection with the execution of the Agreement.

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Article 3. Prices

1. The prices presented by the Seller in any Quotation, Order Confirmation, or Agreement are net prices and are quoted assuming delivery EXW (Ex Works) in accordance with the INCOTERMS® applicable on the date of the Agreement, unless the Seller and the Buyer agree otherwise.

2. The prices do not include any taxes, duties, public law fees, or other charges, which will be added in accordance with applicable laws. Taxes, fees, and similar charges will be added to the selling price by the Seller, and the Buyer will be obligated to pay them together with the price.

3. If the price is expressed in a currency other than PLN, payment shall be made in the currency indicated in the Quotation or Agreement, unless the Parties agree otherwise.

4. Unless the Quotation specifies a validity period, the Quotation is non-binding. If a validity period is specified, the Quotation binds the Seller only for the period specified therein.

5. The Seller reserves the right to change the prices of Products and Services before the Agreement is concluded, in particular, in the event of changes in the costs of materials, components, energy, transportation, exchange rates, or laws that affect the cost of executing the Agreement.

6. A change in price after the Agreement has been concluded is only permissible in cases expressly provided for in the Agreement or if it results from legally binding regulations.

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Article 4. Payment Terms and Invoicing (KSeF)

1. The Buyer shall make payment of the price (increased by applicable taxes, fees, and other charges) in advance, unless the Seller and the Buyer agree otherwise.

2. The Buyer shall make payment to the bank account indicated on the Seller’s invoice, and in the case of transactions carried out through the Online Store, payment shall be made through the electronic payment system available on the Online Store’s website.

3. The date of payment shall be the date the funds are credited to the Seller’s bank account.

4. If deliveries are made in installments, each delivery will be invoiced separately, and payment shall be made by the due date for each invoice.

5. The Buyer authorizes the Seller to issue invoices without the Buyer’s signature. The Seller will deliver the invoice to the Buyer together with the Products, by registered mail or in electronic form.

6. The Seller has the right to charge statutory interest on late payments in commercial transactions.

7. If, in the Seller’s opinion, the Buyer’s financial situation does not justify the delivery of Products on the payment terms granted by the Seller, the Seller may change the payment terms or require full or partial advance payment, and the Seller may suspend, postpone, or cancel any trade credit, delivery, or other service provided by the Seller.

8. The total amount of the Buyer’s debt to the Seller, arising from orders and any other liabilities, may not exceed the trade credit limit granted by the Seller. If the Buyer exceeds this limit, the Seller reserves the right to suspend the fulfillment of orders for Products.

9. If the Buyer fails to make payments on time or violates any other provision, the Seller is entitled to refuse to fulfill orders for Products until all outstanding payments are made.

10. Timely payment of the amount due by the Buyer constitutes a material provision of these SWS.

11. Electronic Invoicing (KSeF): Subject to applicable tax laws, invoices will be issued as structured invoices in the National e-Invoice System (KSeF). The Parties agree that the date of receipt of the invoice by the Buyer is the date the invoice is assigned an identification number in the system KSeF.

12. The Seller may send the Buyer a visual representation of the structured invoice (e.g., in PDF format) electronically. Such a visualization is for informational and illustrative purposes only.

13. In the event of a system failure in the KSeF system or unavailability of the servers, invoices will be issued in offline mode in accordance with applicable laws, and after the failure is resolved, they will be promptly entered into the KSeF system.

14. The Buyer is obliged to continuously monitor their account in the KSeF system in order to receive invoices.

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Article 5. Delivery and Returns

1. Products are delivered on EXW (Ex Works) terms in accordance with the INCOTERMS® applicable on the date of the Agreement, unless the Seller and the Buyer agree otherwise.

2. Deliveries of Products by the Seller are based on the Buyer’s Order, which may be placed in writing, by telephone, by email, or through the order form available on the Online Store, two (2) business days after such an order is placed, subject to the availability of Products.

3. Confirmation of receipt of the Order from the Buyer does not constitute an Order Confirmation for fulfillment. The Seller will confirm the possibility of fulfilling the Order within the period indicated by the Buyer or will propose another delivery period.

4. The Seller will make every effort to ensure timely fulfillment of deliveries and to fulfill the Order in its entirety at once. Delivery periods are indicative and do not constitute a material provision of the Agreement.

5. The Buyer shall provide the Seller with written notice of non-delivery and shall grant the Seller a period of thirty (30) days to fulfill the delivery. If the Seller does not deliver the Products within the above-mentioned thirty (30) days, the Buyer may cancel the Order for the undelivered part.

6. Unless otherwise agreed, the Seller reserves the right of ownership of the Products until the Buyer has received full payment, including all claims arising from the transaction between the Seller and the Buyer. If the Buyer is in default of payment, the Seller has the right to demand the return of the Products.

7. During the period in which the Seller has the right of ownership of the Products, the Buyer is not entitled to grant a lien on the Products, or to impose any other encumbrances on the Products. It is also prohibited for the Buyer to assign the Products to a third party as security. Information about seizures, attachments, or other measures imposed by third parties regarding the Products must be immediately notified to the Seller.

8. During the period of the Seller’s ownership of the Products, the Buyer is obliged to insure the Products at its own expense against the risk of damage, in particular against theft and its qualified forms, fire, mechanical damage, etc. The Seller has the right to arrange such insurance at the Buyer’s expense.

9. The risk of loss or damage to the Products is transferred to the Buyer in accordance with the applicable INCOTERMS® applicable to the delivery.

10. If the Buyer refuses to accept the ordered Products, the Seller reserves the right to cancel the Order in whole or in part and to charge the Buyer for the costs incurred, in particular, invoicing, shipping documents, preparation of Products, storage costs, and transportation costs. The Seller does not offer the Buyer the possibility of returning the Products (B2B).

11. If production of Products is limited for any reason, the Seller is entitled to allocate available Products to its customers at its sole discretion.

12. The Buyer shall carry out any inspections and tests deemed necessary within the shortest possible time, but no later than seven (7) days from the date of receipt of the Products. Any discrepancies in the quantity of delivery must be reported to the Seller within seven (7) days from the date of receipt of the Products, under penalty of losing the right to claim. The Products must be returned in the original packaging.

13. Buyers located in countries of the European Union (outside of Poland) are required to provide a European VAT identification number in order to make a purchase with a 0% VAT rate. If the Seller does not receive such a confirmed number from the Buyer, the Seller may issue an invoice with VAT included according to the applicable laws. The Buyer may be charged with Polish VAT if they do not provide the Seller with confirmation of the validity of a European VAT identification number on the date of placing the order and if, on the date of delivery of the Products, this number is not valid. The Buyer will also be charged with Polish VAT if they transport the purchased Products outside the territory of Poland without providing the Seller with confirmation of export of the Products to another country in the European Union.

14. Products sold to Buyers located outside the European Union are subject to an export declaration in the customs office. If the crossing of the customs border of the European Union is not confirmed by the relevant customs office (IE-599 notification), the Buyer will be charged by the Seller with value added tax (VAT) in accordance with the currently applicable rate.

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Article 6. Warranty and Complaint Procedure

1. The Seller guarantees that the Products will be, at the time of delivery to the Buyer, and for a period of twenty-four (24) months (or another agreed period) from the date of delivery, free from material or manufacturing defects and will conform to the Seller’s specifications for the Product.

2. The Seller’s liability under the warranty is limited to – at the Seller’s option – either:
a) repairing the defective Product, or
b) replacing the Product with a defect-free Product, or
c) providing a corresponding price reduction.

The Seller shall have a reasonable period of time to repair, replace, or reduce the price, not exceeding 21 days from the date of receipt of a complete complaint. Products replaced under the warranty become the property of the Seller upon delivery of the defect-free Products to the Buyer.

3. The Buyer, exercising their rights under the warranty, must send the Products in accordance with the instructions (RMA procedure) provided to the Buyer by the Seller after the complaint is filed. If the warranty claim is justified, the Seller will pay the shipping costs. If the Products being claimed are found to be free of defects, the Buyer will reimburse the Seller for the costs incurred, including transportation costs, testing costs, and handling costs.

4. The Seller is not liable under the warranty if the defect or non-conformity occurred as a result of:
a) excessive or improper use, negligence,
b) incorrect installation or configuration,
c) unauthorized repair, interference, or modification,
d) mechanical damage or external factors,
e) operation not in accordance with the intended use or operating or storage requirements,
f) use of materials not recommended by the Seller.

5. The warranty provided covers only the Buyer and does not cover the Buyer’s customers, agents, or representatives, and replaces all other warranties, whether express or implied, including any implied warranties of fitness for a particular purpose, merchantability, or non-infringement of intellectual property rights.

6. The Seller’s liability for defects in quality and legal conformity of the Products, as stipulated in the Civil Code, is hereby fully excluded (Article 558 § 1 of the Civil Code), which the Parties confirm in writing in B2B relationships.

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Article 7. Scope of Liability and Force Majeure

1. Subject to legally binding provisions (including damages caused by gross negligence), the Seller’s liability to the Buyer for any reason is limited to the actual loss incurred by the Buyer, but not exceeding the remuneration due to the Seller under the Agreement under which the damage occurred.

2. The Seller is not liable for lost or anticipated profits (lucrum cessans), costs of disassembly or withdrawal of Products from the market, loss of reputation of the Buyer, downtime costs, or for indirect or consequential damages.

3. The Seller reserves the right to make changes to the specifications of the delivered Products, which must comply with the applicable safety requirements, legal requirements, or requirements arising from EU regulations, provided that such changes do not significantly affect the quality, appearance, or functionality of the Products.

4. The Buyer acknowledges that the Products sold by the Seller are not designed for use in life-sustaining, life-maintaining, nuclear, military, or surgically implantable applications, or for other applications where failure could cause bodily harm, death, or catastrophic property damage. If the Buyer sells or uses the Products for the above purposes, they agree to assume all risks and irrevocably agree to indemnify the Seller from any liability for such use.

5. The Buyer acknowledges that the Products sold by the Seller are subject to export and import control regulations and other regulations in various countries (in particular, the applicable export control regulations in Poland, the EU, and/or the USA). The Buyer is responsible for complying with all laws and regulations governing the import of Products into the destination country and is solely liable for any duties arising therefrom. The Buyer undertakes to strictly comply with all laws relating to export and accepts full responsibility for obtaining any export or re-export permits if such a requirement exists.

6. The Buyer warrants that, in the event that the Buyer supplies the Seller with materials necessary for the production of the Product or indicates a supplier that will supply such materials, those materials will be suitable for the proper production of the Product. The Seller is not responsible for defects resulting from materials or documentation supplied by the Buyer.

7. Force Majeure. The Seller is not liable for failure to perform or improper performance of the Agreement due to circumstances beyond the Seller’s control (force majeure), which means external events that are impossible to predict and prevent, including, but not limited to: natural disasters, catastrophes, riots, disturbances, strikes, carrier delays, disruptions in the supply chain, actions of public authorities, or breach of contract by any of the Seller’s suppliers. In the event of force majeure, the delivery period for the Seller’s obligations is extended accordingly, and the Seller is not liable for delays or non-performance of the Agreement.

8. The Buyer acknowledges that the Products delivered by the Seller are subject to export and import control regulations and other regulations in various countries (in particular, the applicable export control regulations in Poland, the EU, and/or the USA). The Buyer is responsible for complying with all laws and regulations governing the import of Products into the destination country and is solely liable for any duties arising therefrom. The Buyer undertakes to strictly comply with all laws relating to export and accepts full responsibility for obtaining any export or re-export permits if such a requirement exists.

9. The Buyer warrants that they will be the recipient of the Products delivered by the Seller. The Buyer acknowledges that the Products delivered by the Seller are subject to export and import control regulations and other regulations in various countries (in particular, the applicable export control regulations in Poland, the EU, and/or the USA). The Buyer is responsible for complying with all laws and regulations governing the import of Products into the destination country and is solely liable for any duties arising therefrom. The Buyer undertakes to strictly comply with all laws relating to export and accepts full responsibility for obtaining any export or re-export permits if such a requirement exists.

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Article 8. Intellectual Property Rights

1. Technical documentation, embedded software (firmware), source code, schematics, drawings, models, catalogs, designs, promotional materials, etc., are the intellectual property of the Seller or third parties with whom the Seller cooperates, and are subject to the applicable laws protecting them.

2. The sale of Products by the Seller does not transfer any intellectual property rights to the Buyer, but rather grants the Buyer a non-exclusive, non-transferable, limited license to use and resell the Products.

3. To the extent that software or documentation is embedded or delivered with the Product, the sale of the Product does not constitute a transfer of intellectual property rights in the software or documentation to the Buyer.

4. The transfer of copyright, extension of licenses, or granting of exclusive licenses requires a separate written agreement, under penalty of nullity, specifying the subject matter, scope, and conditions of such transfer, along with a list of permitted fields of exploitation.

5. Specific Fixtures: Any specific fixtures used for a particular project (e.g., solder paste stencils, test adapters, molds) that have been manufactured or acquired by the Seller in order to fulfill the Agreement, remain the property of the Seller, even if the Buyer has borne the costs of their manufacture (NRE), unless the Parties agree otherwise in writing.

6. The Seller undertakes to store and maintain fixtures in accordance with ISO 9001 procedures and to protect the information contained in these tools in accordance with ISO 27001.

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Article 9. Confidentiality and Data Security

1. The Seller and the Buyer undertake to maintain the confidentiality of all technical, technological, commercial, and organizational information obtained in connection with the business relationship and not to disclose, transfer, or use such information without prior written consent from the other Party.

2. The obligation of confidentiality applies during the term of the Agreement and for a period of 5 (five) years after its termination, unless the Parties agree otherwise.

3. The obligation of confidentiality does not apply to information that:
a) is publicly available without violating this obligation,
b) is disclosed in accordance with legally binding regulations or at the request of a competent authority,
c) is legally obtained from a third party without an obligation of confidentiality.

4. The Parties undertake to implement appropriate technical and organizational measures to protect information in electronic form from unauthorized access, loss, or modification. This obligation constitutes an essential element of information security in accordance with ISO 27001.

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Article 10. Data Protection (GDPR)

1. The Seller processes personal data of individuals designated as contacts by the Buyer for the purpose of fulfilling the Agreement and for purposes related to the Seller’s legally justified interests (accounting, claim processing, direct marketing).

2. The Seller is the data controller. The detailed rules for processing personal data are contained in the Seller’s Privacy Policy, available on the Seller’s website.

3. The Buyer undertakes to inform their employees and collaborators whose data they provide to the Seller about the fact that their data is being provided and about the data processing practices of the Seller.

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Article 11. Environmental Protection

1. The Buyer is obliged to dispose of packaging and used electrical and electronic equipment (WEEE) in accordance with the applicable environmental protection regulations, including, in particular, the Act on WEEE.

2. The Products delivered by the Seller comply with the applicable environmental requirements, including the RoHS directive (Restriction of Hazardous Substances) and the REACH regulation.

3. Upon request by the Buyer, the Seller will provide information about the material composition of the Products to the extent required by the applicable environmental protection laws.

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Article 12. Termination of the Agreement

1. The Seller has the right to terminate the Agreement with immediate effect by written notice to the Buyer, without any obligations, if the Buyer violates any provision of the Agreement or any rights of the Seller, in particular, in the event of:
a) payment delays exceeding 30 days,
b) violation of intellectual property rights,
c) violation of the obligation of confidentiality,
d) commencement of bankruptcy, liquidation, or restructuring proceedings against the Buyer.

2. Upon termination of the Agreement, all amounts payable by the Buyer under the Agreement become immediately due and payable.

3. In the event of termination, termination, or expiration of any Agreement, the provisions that, by their nature, should remain in force after such termination, termination, or expiration – remain in force (in particular, the provisions relating to confidentiality, intellectual property rights, and liability).

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Article 13. Final Provisions

1. The Seller and the Buyer agree that the applicable law is the law of Poland. In matters not regulated in the Agreement or the SWS, the provisions of Polish law, including the Civil Code, shall apply.

2. In relation to any disputes arising from the SWS, the Buyer and the Seller will first attempt to resolve them through agreement and negotiation in good faith. Any disputes that cannot be resolved amicably will be resolved by a court of general jurisdiction with jurisdiction over the Seller’s place of business.

3. The United Nations Convention on Contracts for the International Sale of Goods, concluded in Vienna on April 11, 1980 (CISG), does not apply to these SWS.

4. Each Party undertakes to promptly notify the other Party in writing of any change in its address. Failure to provide such notice will result in any correspondence sent to the previous address of the Party being deemed to have been duly served.

5. If any provisions of these SWS or agreements concluded on the basis thereof are invalid in whole or in part, this does not affect the validity of the remaining provisions of the SWS or the agreement. The invalid provision is replaced by a valid provision that is as similar as possible in terms of economic purpose to the invalid provision.

6. Failure by either Party to perform or delay in performing any right or remedy arising under the Agreement does not constitute a waiver of such rights.

7. Any additional rights granted to the Seller in these SWS do not replace any other rights and remedies available to the Seller under applicable law.

8. These SWS have been prepared in two language versions: Polish and English. In the event of any discrepancies between the language versions, the Polish version shall prevail.