General terms and conditions of sale of entalpia

Definitions
The following definitions shall apply:

Seller – Entalpia Europe sp. z o.o., with its registered office in Łazy, ul. Rozmaitości 2, 05-552 Łazy, registered in the Register of Entrepreneurs of the National Court Register maintained by the District Court for Łódź-Śródmieście in Łódź, 20th Commercial Division of the National Court Register, under KRS number 623946, REGON 364738577, NIP 8272310279.
Buyer – a natural person, legal person or organizational unit with legal capacity, not being a consumer, indicated by the Seller in the Offer, who confirmed acceptance of the Offer.
Inquiry – a statement submitted by the Buyer to the Seller for the purpose of receiving an Offer regarding the Goods.
Offer – a statement made by the Seller to the Buyer in response to the Inquiry, with content specified in the GTCS, constituting an offer within the meaning of the Civil Code.
Confirmation of Acceptance of the Offer – Buyer’s statment of acceptance of the Offer in its entirety, submitted in writing or in electronic form (e-mail). Confirmation of Acceptance of the Offer constitutes a declaration of acceptance of the offer within the meaning of the Civil Code..
Goods – the Seller’s products indicated in the Offer.
Sales Agreement – a sales agreement for the Goods concluded between the Seller and the Buyer based on the Offer submitted by the Seller and the Confirmation of Offer Acceptance by the Buyer.
Parties – the Seller and the Buyer.
GTCS – these General Terms and Conditions of Sale of Entalpia.

Scope of Application

These GTCS apply to the sale of Goods by the Seller to the Buyer. The GTCS constitute an integral part of the Sales Agreement.

The application of any other standard contract terms (including general terms and conditions, regulations, etc.) used by the Buyer is excluded. The use of any of the Buyer’s standard terms requires the prior written consent of the Seller.

These GTCS are effective from May 12th, 2025.

The GTCS are available to the Buyer at any time prior to the conclusion of the Sales Agreement on the Seller’s website at www.entalpiaeurope.eu/en/GTCS in such a way that the Buyer can store and reproduce them in the ordinary course of activities.

The Seller may amend or withdraw the GTCS at any time. Any changes to the GTCS will be published by the Seller on its website, as per clause 2.4 above.

Any changes to the GTCS become effective at the time of their publication on the Seller’s website. Offers submitted before the publication of changes to the GTC are implemented in accordance with the GTCS in force at the time of submission of the Offer..

All correspondence between the Parties in connection with the sale of Goods by the Seller to the Buyer, including in particular the Offer and the Confirmation of Acceptance of the Offer, will be conducted in writing or by electronic mail (e-mail).

The Parties shall indicate in writing (whereas sending a scan of the signed letter by e-mail is considered sufficient), under penalty of nullity, the authorized persons and e-mail addresses appropriate for submitting the Offer and Confirmation of Acceptance of the Offer (Order), as well as for coordinating the performance of the Sales Agreement. A change of authorized persons or e-mail addresses requires notifying the other Party to its address in writing, under penalty of nullity. The change shall be effective from the date of the written notification to the other Party (whereas sending a scan of the signed letter by e-mail is considered sufficient).

Offer

In response to a Buyer’s Inquiry regarding the purchase of specific Goods, the Seller will present an Offer to the Buyer. The Offer will include, in particular, the following elements: (i) date of the Offer, (ii) quantity and type of Goods, (iii) price for the Goods, (iv) terms of payment for the Goods, (v) terms of delivery of the Goods, (vi) Validity Period of the Offer (defined below), and, as the case may be, (vii) other provisions of the Offer.

Unless otherwise specified in the Offer, the Offer is valid (binding) for 3 days from the date of the Offer indicated in the content of the Offer (regardless of when the Offer reaches the Buyer) (“Offer Validity Period“). The Offer will expire at the end of the Offer Validity Period. Article 67 of the Civil Code does not apply.

The provisions of Article 661 of the Civil Code do not apply, in particular the Buyer is not obliged to immediately confirm receipt of the Offer.

The Seller may withdraw or change the Offer at any time, provided that the notice of withdrawal or change of the Offer is delivered to the Buyer before the Seller receives the Confirmation of Acceptance of the Offer.

Confirmation of Acceptance of the Offer and conclusion of the Sales Agreement

1. In order to conclude the Sales Agreement, the Buyer shall provide the Seller with an Offer Acceptance Confirmation, in writing or by e-mail. The Offer Acceptance Confirmation must reach the Seller before the Offer Validity Period expires.
2. The offer may be accepted by the Buyer only by providing a Confirmation of Acceptance of the Offer without any reservations.
3. Upon the Seller’s receipt of the Buyer’s Confirmation of Offer Acceptance, provided it is received within the Offer Validity Period and it meets the requirements set out in the GTCS, a Sales Agreement shall be considered as concluded with the content specified in the Offer and the GTCS.
4. For the avoidance of doubt, the Sales Agreement is not concluded if the Buyer’s statement is submitted with reservations regarding the Offer, or if it reaches the Seller after the Offer Validity Period has elapsed. However, the Seller may (although is not obliged to) submit a new Offer to the Buyer.
5. For the avoidance of doubt, the Buyer is not obligated to accept the Offer. The provisions of Article 682 of the Civil Code shall not apply.
6. The Buyer acquires ownership of the Goods upon full payment of the price specified in the Sales Agreement.
  
  Payments
  The price of the Goods shall be specified in each Offer.

1. 1. Unless otherwise stated in the Offer, the price of the Goods specified in the Offer includes: payment for the Goods, transportation costs, insurance costs, as well as customs duties and excise tax (if applicable).

The prices of the Goods indicated in the Offer are net prices and shall be increased by the applicable value-added tax (VAT)..

The payment terms, including the payment deadline, shall be specified in the Offer. The Seller’s bank account shall be indicated on the VAT invoice. If the Offer stipulates that the total or partial price is to be paid in advance, the bank account number shall be specified in the Offer. The Buyer shall pay the price for the Goods in the amount indicated in the Offer, within the payment deadline specified therein, and to the bank account indicated on the VAT invoice or in the Offer.

Payment is deemed to have been made when the Seller’s bank account is credited with the full amount of the price for the Goods.

Delivery of Goods

The terms of delivery of the Goods shall be specified by the Seller in the Offer. The Offer may in particular indicate the INCOTERMS (INCOTERMS 2020) conditions that will apply to the Sales Agreement. If the Offer states that the Seller will ship the Goods to the Buyer and does not specify a shipping date, the Goods shall be dispatched to the Buyer within 7 days from the date the Seller receives the Confirmation of Offer Acceptance. If the Offer states that the Buyer will personally collect the Goods from the location specified in the Offer and no collection date is indicated, the Goods shall be made available for collection within 7 days from the date the Seller receives the Confirmation of Offer Acceptance.

1. 1. The Goods shall be accompanied by the documents specified in the Offer.

Unless the Offer (including the INCOTERMS terms indicated in the Offer) provides otherwise, at the moment the Goods are handed over to the Buyer (or to a person authorized by the Buyer) or to a carrier designated by the Buyer—whichever occurs first—all benefits and burdens related to the Goods, as well as the risk of loss or damage, are transferred to the Buyer. Unless otherwise stated in the Offer (including INCOTERMS terms), the Buyer shall be responsible for the transport and insurance of the Goods at their own cost and risk.

The Buyer is obliged to thoroughly inspect the Goods (personally or through authorized persons) and submit any claims to the Seller regarding the Goods, including any non-compliance of the Goods with the Sales Agreement, within the following time limits:

in the event of a complaint regarding the quantity of Goods – the complaint must be submitted within 3 days of receipt of the Goods by the Buyer,
in the event of a complaint regarding the quality of the Goods (or any other complaint) – the complaint must be filed within 2 weeks of receipt of the Goods by the Buyer, except for defects that cannot be identified within the period indicated above despite a thorough examination of the Goods.

Each claim must be accompanied by a report in the format provided by the Seller. The Buyer shall lose all rights, in particular under statutory warranty for defects, if the Goods are not inspected and the defect is not reported within the appropriate period specified above, subject to clause 6.6 below. The Buyer may not refuse to accept the Goods unless the Seller has given prior consent.
In the event of defects that cannot be identified within the period specified in section 6.4 item ii) despite thorough examination, which defects appear after this period, the Buyer shall immediately (but no later than within 3 days from the day on which the defect in the Goods appeared) notify the Seller in writing of the discovery and type of defect, as well as the circumstances of its occurrence, within the period specified in section 7.3 below. The Buyer shall lose all of its rights, in particular under the warranty for defects, if it fails to notify the Seller in accordance with the above requirements. This paragraph does not apply to quantitative defects, which must always be reported within the period specified in section 6.4 item i) above.

Seller’s declarations and warranties

The Seller represents that:

1. The Seller it is the sole owner of the Goods and fully entitled to sell tchem,
2. the Goods are not encumbered by any third-party rights, and

the Goods comply with the requirements set forth by applicable laws, in particular, they are properly labeled.

The Seller makes no other representations or warranties beyond those stated above, unless included in the Offer.

The Seller shall be liable for physical defects in the Goods based on the statutory warranty, in accordance with the provisions of the Civil Code, subject to the GTCS provisions.

The Seller’s liability for physical defects under the statutory warranty shall apply if the defect is reported to the Seller by the Buyer within 6 months from the date the Goods are delivered by the Seller.

If the Buyer notifies the Seller of a defect in the Goods, upon the Seller’s request, the Buyer shall either return the Goods to the Seller at the Buyer’s cost or allow an inspection of the Goods by a person designated by the Seller. If the Seller confirms the defect, the Seller, at its own discretion, shall either:

replace the defective Goods with the same quantity of new goods, or
refund the Buyer the price paid for the defective Goods, no later than within 30 days from the date of receiving the claim and delivery of the Goods to the Seller (if requested)

The Seller shall not be obligated to make any other payments to the Buyer, including reimbursement of delivery costs for the defective Goods or payment of any compensation. The provisions of Section 6 above shall apply accordingly to the delivery of replacement goods.

The Seller shall be liable for the Goods solely under the statutory warranty for defects in accordance with the GTCS. All other liability of the Seller is excluded to the maximum extent permitted by Polish law. In particular, the Buyer is not entitled to request a price reduction, damages, or to withdraw from the Sales Agreement. For the avoidance of doubt, the Seller shall not be liable for any damage or delay caused by any shipping lines (or other carriers) designated by the Buyer, or for any non-payment by insurers.
Under no circumstances shall the Seller be liable for any lost profits (lucrum cessans) of the Buyer.

Buyer’s Representations

By submitting the Confirmation of Offer Acceptance, the Buyer represents and warrants that they are fully authorized to purchase the Goods and that the Buyer (and its employees) comply with all requirements necessary for the purchase and receipt of the Goods under any applicable regulations or laws, including Polish law or European Union law (to the extent such regulations and laws apply).

If the Buyer breaches the obligation set out in clause 8.1 above, the Buyer shall, upon the first request of the Seller, cover all damages, costs, and expenses incurred by the Seller and hold the Seller harmless from any liability to third parties (Article 392 of the Civil Code).

Other provisions

If full payment for the Goods is not made, or in the event of any other breach by the Buyer related to the Sales Agreement (including the GTCS), the Seller shall be entitled, at its own discretion, in particular to:

suspend the delivery of Goods under any Sales Agreements,
withdraw from any concluded Sales Agreements, in whole or in part (without the need to grant the Buyer an additional deadline), provided that the right of withdrawal may be exercised only within 30 days from the date of conclusion of the Sales Agreement, but no later than at the time of delivery of the Goods to the Buyer,
demand immediate payment of all amounts due, regardless of the payment deadline,
demand that the Buyer provide security in favour of the Seller to secure payment for the Goods owed by the Buyer,
and exercise any other rights under agreements concluded with the Buyer or under applicable law, including, in particular, claims for damages.

The Seller shall also be entitled to exercise the rights set forth in clause 9.1 (including the right to withdraw from the Sales Agreement without granting an additional deadline to the Buyer) in the event that:

a letter of credit is not delivered to the Seller (or the Seller is unable to use it) within the timeframe specified in the Offer, or the letter of credit does not comply with the terms specified in the Offer;
the trade credit limit for transactions between the Seller and the Buyer is exceeded.

Regardless of the above provisions, in the event of a delay in payment to the Seller, the Seller may claim the maximum statutory interest for delay from the Buyer.

The Seller may assign any rights related to the Sales Agreement, including claims for payment of the price of the Goods, ownership rights to the Goods, and rights resulting from any security established by the Buyer, in particular to insurers or factoring entities.

Personal Data Protection

The Seller is the controller of the personal data of the Buyer disclosed during the conclusion or performance of the Sales Agreement. The term “personal data” includes the personal data of the Buyer, and if applicable, the personal data of the Buyer’s representatives, such as partners, board members, proxies, attorneys, or other individuals acting on behalf of the Buyer (e.g., contact information). In the latter case, the information and obligations of the Seller under the GDPR specified below apply to these persons. Personal data will be processed in accordance with the conditions set out below.

The Seller processes personal data for the following purposes and on the following legal bases:

The Seller processes personal data for purposes related to the performance of the Sales Agreement, including for the purpose of fulfilling obligations under the Sales Agreement, i.e. for purposes necessary to perform the agreement (legal basis – Article 6 sec. 1 item b) of the GDPR) – in relation to natural persons conducting business activities who have concluded an agreement with the Seller;
personal data are also processed to ensure the fulfilment of obligations regarding cooperation between the Parties specified in legal regulations, e.g. tax regulations (legal basis – Article 6 paragraph 1 point c) of the GDPR);
The Seller also processes personal data for administrative purposes, financial planning, performance evaluation, security, verification of compliance with internal procedures and statutory provisions, as well as monitoring the implementation of the obligations specified in the contract, i.e. resulting from the legitimate interests of the Seller (legal basis – Article 6 paragraph 1 point f) of the GDPR);
in other cases, the Seller may process personal data based on voluntary consent to the processing of data and for the purposes indicated in such consent. Consent then constitutes the legal basis for processing (Article 6, paragraph 1, point a) of the GDPR). If consent to the processing of personal data has been granted, such consent may be withdrawn at any time. However, the withdrawal of consent will not affect the lawfulness of data processing carried out on the basis of consent before its withdrawal. If the processing is based on consent, information on the effects of the lack of consent or its withdrawal will be provided.

The provision of personal data is voluntary; however, failure to provide the data may prevent the conclusion and performance of the Sales Agreement, cooperation, or undertaking certain tasks such as responding to an Offer. In cases where consent is the legal basis, lack of consent will not result in negative consequences.
Personal data may be disclosed to other entities, including companies within the Seller’s group, external service providers (e.g., IT providers), accountants, lawyers, auditors, government authorities, courts, and other entities authorized to receive the data under the law.
Personal data may be transferred to group companies or service providers located outside the European Economic Area. If such countries do not provide an adequate level of data protection, the Seller will apply appropriate safeguards, such as standard contractual clauses approved by the European Commission. A copy of these safeguards may be requested by contacting the Seller (see clause 10.9 below).
Personal data will be processed for at least the duration of the agreement and (depending on which is longer) for the data retention period required by law or until the expiration of any claims, according to the Seller’s data retention policies.
The Seller will take all reasonable steps to implement appropriate security measures to protect personal data. The applied security measures will correspond to the risks associated with data processing and comply with the Seller’s general IT security principles and internal management procedures.
Legal regulations may grant specific rights in connection with personal data processing. Data subjects have the right to access, rectify, erase, restrict processing, object to processing, and transfer their data. Additionally, a complaint can be filed with the supervisory authority – the President of the Personal Data Protection Office (PUODO).
Any questions regarding the processing of personal data should be directed to the Seller at: Entalpia Europe sp. z o.o., ul. Rozmaitości 2, 05-552 Łazy or by email at: biuro@entalpiaeurope.pl.
The Buyer agrees that if it provides the Seller with personal data of its employees, attorneys, board members, partners, associates, contractors, suppliers, or other persons, the Buyer is obligated to inform those individuals that the Seller has received their data from the Buyer and that the Seller is the data controller processing such personal data in accordance with the principles set out above. At the Seller’s request, the Buyer is obligated to confirm that the above information has been provided to the individuals concerned.

Final Provisions

If any provision of the GTCS proves to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

The GTCS, the Offer, the Confirmation of Offer Acceptance, and the Sales Agreement shall be governed by and interpreted in accordance with Polish law. The provisions of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (Vienna Convention) shall not apply. Accordingly, the Vienna Convention does not apply to Sales Agreements.

All disputes related to the GTCS, the Offer, and the Sales Agreement shall be resolved by a common court with jurisdiction over the Seller’s registered office.