1. General Provisions
1.1. These General Terms and Conditions of Sale of ASZ ELECTRONICS SOLUTIONS spółka z ograniczoną odpowiedzialnością, NIP: PL8943287918 are valid and constitute an integral part of all offers submitted by ASZ ELECTRONICS SOLUTIONS spółka z ograniczoną odpowiedzialnością, NIP: PL8943287918, as well as the acceptance of orders placed by business entities that are the other party to the sales contract and all contracts concluded by ASZ ELECTRONICS SOLUTIONS spółka z ograniczoną odpowiedzialnością, NIP: PL8943287918 regarding the sale of goods and/or services, unless ASZ ELECTRONICS SOLUTIONS spółka z ograniczoną odpowiedzialnością, NIP: PL8943287918 decides otherwise,
informing the Buyer about it in writing or electronically. The terms used hereinafter in the General Terms and Conditions of Sale mean:

Seller – ASZ ELECTRONICS SOLUTIONS spółka z ograniczoną odpowiedzialnością, NIP: PL8943287918;
Buyer – a business entity that is the other party to the sales contract;
Parties – Seller and Buyer;
GTC – these “General Terms and Conditions of Sale” made by ASZ ELECTRONICS SOLUTIONS spółka z ograniczoną odpowiedzialnością, NIP: PL8943287918,
Product – products and services sold by the Seller under the sales contract,
Documentation – documentation provided by the Buyer, based on and in accordance with which the order is executed (including changes, information in the content of the e-mail),
PCB – substrate (laminate) in electronic systems.

2. Conclusion of the Agreement
2.1. The conclusion of a contract is an order for a contract concluded in response to a sales offer or without sales offers. Agreement for the issuance of a permit with confirmation of order by sale with possible confirmation.
2.2. Placing orders that do not include sales. Failure to send order confirmation for processing is tantamount to the fact that the sales contract has not yet been submitted. The parties exclude any possibility of tacit suspension of the contract.
2.3. An order placed by a related party must include its full data (name, NIP, KRS number, place of residence, address, entry in the register – unless the data is known to the seller) and detailed information about the ordered Product regarding the obligations to perform the contract.
2.4. In the event of receipt of applications by the Seller with reservations or a statement that is included in the content of these reservations or changes, unless their receipt has been commented on and there has been no breach on the part of the Seller in the scope of the reservations or changes presented.
2.5. The seller is the offerer for the period covered by the offer.
2.6. For the validity of the sales contract (or its amendment), all exchanges between the Parties in this respect must be an additional party via e-mail or in writing. This provision applies to issues related to offers and documentation (including changes thereto
documents).
2.7. If, for reasons beyond the Seller’s control, the Seller is unable to perform the contract in whole (or in part), he will have the right to withdraw from it in whole (or in part) within 12 months from the conclusion of the contract. The Seller is not liable for any damage resulting from this.
2.8. The Buyer is obliged to provide current and complete Documentation via e-mail (or other medium) at the latest at the time of placing the order. Delivery of the Documentation after the deadline, changes in the Documentation or incomplete Documentation may result in a change of the offer, increase costs or delay the implementation of the contract. Any changes to the Documentation or order fulfillment costs require their approval by the Parties.

3. Property rights
3.1. The risk of loss or damage to the Product passes from the Seller to the Buyer upon delivery of the Product, and in the case of entrusting the Product to a carrier, upon delivery of the Product to the carrier by the Seller, regardless of who bears the transport costs (in accordance with INCOTERMS 2020 – EXW terms).
3.2. The Buyer declares that he has the right to dispose of and use the copyrights in relation to the Documentation used in the execution of the order.

4. Pricing
4.1. The price of the Product is determined based on the offer and any subsequent changes.
4.2. The Buyer undertakes to pay the price within the time specified in the VAT invoice in accordance with the method of payment indicated on the VAT invoice issued by the Seller. Payment is deemed to have been made when the funds are credited to the Seller’s bank account.
4.3. If, after concluding the contract, circumstances occur that justify an increase in the price of the ordered Product, such as the introduction of additional fees (e.g. customs duties), an increase in customs duties or the introduction of other public law charges, the Seller has the right to increase the price of the Product accordingly.
indicating the reason for the increase. The increase cannot be higher than the actual increase in the component price of the Product indicated in the justification.
4.4. If, after concluding the sales contract, there is a change in exchange rates or an increase in material prices, the Seller may change the price accordingly to the value of current rates, even if this was not included in the contract between the Parties, or withdraw from the contract if, as a result, the Buyer does not agree to the price increase.
4.5. The prices given by the Seller are net prices and will be increased by the tax on products and services (VAT) at the applicable rates.
4.6. Sales prices referred to in point 4.5 do not include transport costs and customs duties. These are EXW prices (Ex-Works, in accordance with Incoterms 2020), i.e. net prices of the Product due at the time of delivery by the Seller when he places the goods at the Buyer’s disposal on his premises – 54-156 Wrocław, Poland, unless
The Seller and the Buyer agree otherwise in writing. These costs will be added to the price and the Buyer will be obliged to pay them in full.
4.7. If the Buyer is a non-resident within the meaning of the Foreign Exchange Act of July 27, 2002, payments between the Buyer and the Seller will be determined in a foreign currency at the Seller’s choice.
4.8. If the Buyer is late with payment under any sales contract between the Parties, the Seller has the right to refrain from implementing all concluded contracts (including the release of the Product) until the Buyer pays all due amounts together with any interest. The Seller is not liable for any damage resulting from these causes.

5. Payments

5.1. The Seller determines the following methods of payment of the sales price by the Buyer:

– in the form of prepayment,
– based on a VAT invoice with deferred payment date up to the amount of the trade credit limit granted to the Buyer by the Seller, to the Seller’s bank account indicated in the VAT invoice.

5.2. Unless the Seller and the Buyer agree otherwise in writing, the Seller will be entitled to issue an invoice to the Buyer for the amount corresponding to the sales price plus other charges, in particular packaging, storage and transport/shipping costs.
5.3. The sales price is payable within the period specified in the VAT invoice, unless the Seller and Buyer agree otherwise in writing. All payments are made to the bank account specified in the invoice issued by the Seller. For late payment of a VAT invoice, interest will be charged at the statutory interest rate applicable in Poland, from the due date until full payment.

6. Reception and properties of the Product.
6.1. All visible damage, defects or shortages in a shipment delivered via carrier must be noted by the Buyer on the bill of lading. If damage, defects or deficiencies were not detected upon delivery despite due diligence, the Buyer is obliged to immediately inform the Seller about this fact upon detection, under pain of losing the warranty.
6.2. If the shipment reaches the Buyer in a condition indicating mechanical damage during transport, it must be inspected in the presence of the courier and a report describing the damage must be prepared. The protocol signed by the carrier constitutes the basis for the complaint.
6.3. Any defects revealed in the delivered product or goods do not release the Buyer from the obligation to timely settle obligations to the Seller.
6.4. If the Buyer fails to collect the Product within the time specified in the Agreement, for reasons not attributable to the Seller, the price and other costs must nevertheless be paid as if the Product had been delivered in accordance with the Agreement. In special cases, the Buyer bears the costs of storing the Product.
6.5. The Seller reserves the right to send back to the Buyer (at the Seller’s expense) the production documentation, cliches and soldering templates if the project has not been ordered for a period longer than 3 years (does not apply to the PCB e-test). In the case of the PCB e-test: the cost is invoiced by the Seller to the Buyer after a period longer than 1 year from the last implementation using this PCB.
6.6. In the case of production using materials provided by the Buyer, the Buyer is obliged to inform the Seller about the properties of these materials by providing specifications or instructions, especially in the case of materials sensitive to temperature, humidity, chemical substances or
mechanical damage. Failure to provide the required information (specifications, instructions) releases the Seller from liability for the consequences, including destruction of the entrusted materials and failure of the Product to meet the requirements specified in the Agreement.

7. Complaints

7.1. The Seller provides a warranty for its services. The warranty period is 24 months from the date of sale, provided that the Product is used and stored properly and in a manner consistent with its intended use and technical properties.
7.2. The Seller also provides a warranty for the delivered goods (if purchased by the Buyer from the Seller) in accordance with the terms and conditions offered by the manufacturer of the given goods.
7.3. The Seller is liable to the Buyer if the Goods have a defect that reduces their value or usefulness due to the purpose resulting from the typical purpose of the Goods or if the Goods were delivered to the Customer in an incomplete condition.
7.4. The Seller is liable only to the extent of compliance of the Product with the Documentation provided by the Buyer.

7.5. In the event of submitting a complaint, the Buyer is obliged to:

– send a report with a description of the Product’s non-compliance with the Documentation along with photos via the form available at www.aszes.com.pl,

– after the Seller consents, send the complained Products to the Seller within the agreed deadline.

7.6. The Seller will consider the complaint within 14 business days from the date of delivery of the complained Product by the Buyer, and then inform the Buyer about the acceptance or refusal to accept the complaint.
7.7. If the complaint is deemed justified, the Seller will indicate the date/method of delivery of the Product consistent with the Documentation (where possible). If repair is impossible, difficult or too expensive, the Parties may agree on another method of handling the complaint.
7.8. The provisions on warranty for defects in sold goods are excluded.

8. Responsibility
8.1. The Seller is liable for damages only for direct damage caused by willful misconduct or gross negligence. If the Seller is liable for damages, he is obliged to cover only the actual loss suffered by the Customer. The Seller’s liability for the loss incurred is limited to the amount corresponding to the net value of the Goods in connection with which the damage occurred. The Seller is not liable for any lost profits of the Customer or his contractor.
8.2. The parties have the right to refrain from charging contractual penalties.
8.3. Subject to situations otherwise regulated in the content of the concluded contract, force majeure should be understood as extraordinary and unforeseeable circumstances beyond the control of the Seller, the consequences of which could not be avoided despite the exercise of due diligence.

9. Confidentiality
9.1. The Buyer confirms that all technical, commercial and financial data disclosed to the Buyer by the Seller and not made public constitutes confidential information of the Seller. Buyer will not disclose any such confidential information to any third party and will not use such confidential information for any purpose other than as agreed by the Parties and in accordance with the sales transactions discussed herein.

10. Validity of the General Terms and Conditions and other provisions
10.1. These General Terms and Conditions are valid for sales transactions concluded between the Seller and the Buyer from July 1, 2024.
10.2. The Seller reserves the right to unilaterally introduce changes to the General Terms and Conditions.
10.3. The titles of individual points of these General Terms and Conditions of Sale have been introduced only to facilitate the use of the text and have no legal significance, and therefore the text of these General Terms and Conditions cannot be interpreted on their basis. If individual provisions of these General Terms and Conditions are invalid or ineffective under foreign law, this will not affect the validity and effectiveness of the remaining provisions. In such a case, the parties undertake to adopt provisions that will effectively reflect the prior will of the parties.

10.4. Regardless of other provisions contained in these general terms and conditions of sale, agreements, offers or order confirmations, ASZ ELECTRONICS SOLUTIONS spółka z ograniczoną odpowiedzialnością has the right to unilaterally modify the quantity of ordered goods, including electronic modules and printed circuits (PCB), within the limits of 5% of the initial quantity ordered by the Customer. In such a case, the delivery of a smaller or larger quantity of goods will not be treated as a failure to perform or improper performance of the contract by ASZ ELECTRONICS SOLUTIONS spółka z ograniczoną odpowiedzialnością, and the Customer is obliged to pay for the actually delivered quantity of goods.