GTC GENERAL CONDITIONS OF COOPERATION

These General Terms and Conditions (hereinafter: "GTC") shall apply to the commercial cooperation between Wirfa partnership Wojciech Przybyła, Piotr Pietraszek with registered office in Andrychów, Brzegi street 5c, 34-120 Andrychów, NIP: 5512640076 (hereinafter referred to as "Wirfa, hereinafter referred to as "Manufacturer") and a buyer from Wirfa for further sales of goods from Wirfa commercial offer (hereinafter referred to as "Distributor"), collectively referred to as the parties.

Considering that:

1. Wirfa is engaged in manufacturing of highest quality products, which are used, among others, in industrial automation, mechanical engineering, measurement and control technologies, power supply installations;
2. Wirfa products are characterised by quality, precision and reliability; which for The Distributor and its customers are most important;
3. The Distributor, as part of its business activities, has extensive competence and experience in selling products in the industry in which Wirfa operates;
4. The Distributor has extensive business contacts that can be used to maximise the market reach of Wirfa Products and to further build Wirfa brand recognition;
5. The parties agree to enter into a long-term economic relationship and, to this end, wish to regulate a framework for cooperation;
6. There are no factual or legal impediments to the effective implementation of GTC;

The parties base their cooperation on the following GTC:

§ 1
[Subject of the General Conditions of Cooperation]

1. Subject matter of GTC is specification of cooperation terms and conditions for sales of goods included in Wirfa offer, according to its current catalogues (hereinafter: Manufacturer's offer)
2. For the purpose of these GTC, Wirfa shall provide the Distributor with the goods included in the Manufacturer's Offer (hereinafter: Products), and the Distributor undertakes to collect the goods in question and undertakes to make timely payment.

§ 2
[How the buyer can place an order]

1. Sales will be made on the basis of written orders, sent by e-mail to wirfa@wirfa.pl, submitted by the Distributor. The order should include:
   - the full name of the buyer,
   - tax identification number (NIP),
   - the order number and date of issue,
   - the quantity and range of goods ordered,
   - the form and period of payment,
   - place of delivery,
   - signature of the person authorised to act on behalf of the Distributo
2. Wirfa in each case confirms the order referred to in paragraph 1. If Products are ordered by a person who is not authorised
3. If you are a Distributor, your order is valid only if it is confirmed by a person authorised to act on your behalf. If the Products are delivered and you pay for the delivered Products, your order is deemed to have been confirmed by the person authorised to act on your behalf at the time of payment.
4. Each order must be confirmed by Wirfa. The order confirmation shall contain the information referred to in section 1 above and the forecast delivery date, and in the case of non-standard orders also the product price.
5. In case of differences between the order and the order confirmation, the Parties shall each time agree on all sales and delivery conditions accepted by both Parties.
6. An order, its confirmation or rejection can be made by e-mail.
7. The parties undertake to make the following documents available to each other:
   - current information from the Register of Entrepreneurs of the National Court Register (commercial companies) or a printout from the Central Business Register and Information (sole traders or civil partnerships),
   - a certificate of assignment of a REGON number,
   - the decision on assigning the NIP tax identification number.
   In the event of a change to the content of the above-mentioned documents, the Party which introduced the change is obliged to provide the other Party with updated versions thereof. If either Party fails to fulfil this obligation, the other Party shall not be held liable for any irregularities related to the fulfilment of these GTCs and orders made in performance thereof. The Party, which failed to fulfil its obligation to update the information, is obliged to compensate for the damage actually caused (damnum emergens), which occurred to the other Party as a result of the failure to do so.
8. All letters, notices and statements provided for in these GTC or related to the execution of the GTC shall be addressed to the parties' addresses as provided at the beginning of these GTC or to their e-mail addresses. The parties undertake to promptly notify any change of address. If a change of address is not notified, any service made to the previous address shall be deemed to be effective.

§ 3
[Distribution of costs for delivery of Products]

1. Wirfa is obliged to deliver ordered goods at its own expense to the address specified by the Distributor in the territory of the Republic of Poland, provided that the sales value is not lower than net PLN 1000. Deliveries shall be made on dates specified on confirmation of order.
2. In the case of shipments outside the borders of the Republic of Poland, the cost of delivery will be each time determined individually
3. Distributor is obliged to report inconsistencies in delivery in terms of assortment or quantity of goods supplied within a maximum of 3 working days of receipt of delivery. Claims made after this period will not be considered by the Seller and are deemed not valid. Discrepancies may also consist in delivery of goods other than those ordered.
4. Seller undertakes to provide a decision on the reported pursuant to paragraph 3 § 3 discrepancies in delivery within 14 working days from the date of complaint. If the Seller exceeds this deadline, the Distributor's claim is considered valid.

§ 4
[Method of payment]]

1. The Parties agree on payments in the form of a bank transfer to the account of the Seller within the time limits specified in the content of invoices issued by the Seller, delivered to the Buyer. The Parties agree that it is sufficient for the Seller to deliver electronic invoices, sent to e-mail addresses indicated by the Distributor. The Distributor hereby authorises the Seller to issue VAT invoices without his signature.
2. If the end of the period for payment of dues falls on a public holiday within the meaning of the Act on Public Holidays of 18 January 1951, the period shall end on the next nearest day which is not a public holiday. If the deadline for payment of the receivables referred to in the preceding sentence falls on a Saturday that is not a public holiday, the Party obliged to make the payment shall make the payment at the latest on the day that is not a public holiday immediately preceding such Saturday.
3. All payments should be made to Wirfa's and the Distributor's bank accounts.
4. If the Distributor is late in paying any amounts due in respect of completed deliveries, Wirfa shall be entitled to charge interest for late payment.
5. If the Distributor defaults on payment of any amounts due in respect of the goods, Wirfa shall, notwithstanding any other rights under the GTC or any Agreements between the parties, be entitled to stop the sale or supply of any Products to the Distributor, notwithstanding any arrangements made in this regard.
6. Making a complaint does not entitle the Distributor to withhold payment for the ordered Products in whole or in part.

§ 5
[Seller's discount]

1. Current prices of goods are given in the valid price list of Wirfa products, placed on the website www.Wirfa.pl ("http://www.Wirfa.pl/download/".
2. For settlements between the parties, prices of goods from the date of placing an order for goods shall be binding, provided that ordered goods must be collected by the Distributor within the time limit specified in the Order and confirmed by Wirfa. Otherwise, the Price List of Goods valid on the date of actual receipt of goods shall be binding
3. Wirfa at purchase of goods shall charge VAT at the amount specified in relevant regulations valid at the date of sale document issuance
4. Wirfa, upon the Distributor's request, may grant him rebates from goods prices currently valid in Wirfa or different payment conditions than those provided in GTC
5. Wirfa is entitled to change the Price List of Goods. New Price List of Goods shall be valid within 14 days from placing the changes on the website indicated in section 5.1 or sending e-mail information to Distributor's address
6. Wirfa is entitled to periodical changes of trade discounts for goods covered by promotion. Duration of promotion and its rules are announced on Wirfa website or in correspondence sent to Distributor at e-mail address given , individually for each promotion separately.

§ 6
[Directories]

1. Wirfa undertakes to provide the Distributor free of charge with catalogues, technical documentation, price lists and means of presentation and advertising materials to the extent possible and on dates and in quantities agreed by the Parties.
2. Wirfa authorises the Distributor to use trade marks, names and designations identifying the Products and Wirfa to the extent necessary for the purposes of promoting sales of the Products. Distributor nor other entities acting on his behalf may not use Wirfa trademarks, names and designations in isolation from the indication that they belong to and come from Wirfa.
3. The Distributor is obliged to use the Products in a manner consistent with Wirfa catalogues, technical documentation and technical tables relating to the Products. In the case of non-compliance by the Distributor with the guidelines contained in the aforementioned documents, Wirfa shall not be held liable for any damage related to the use of the Products in an improper manner, as well as it shall not be held liable under the warranty for physical defects of the Products applied in a manner inconsistent with Wirfa catalogues, technical documentation and technical tables.
4. Distributor is obliged to undertake promotion of Products from producer's offer. The promotion will consist, among other things, in promoting the Products by pointing out the high quality of Wirfa Products, Wires and Accessories.
5. The Distributor undertakes to:
   - provide a storage area appropriate to the quantity, type and nature of the Products sold and ensure due security of the Products,
   - provide the Manufacturer with written collective information on the sales of the Products.

§ 7
[Manner of cooperation of the Parties in the implementation of the GTC]

1. You shall act as an independent merchant, in your own name, for your own account and at your own risk. These GTCs are not intended to create a representation or commission relationship between the Parties.
2. These GTCs do not preclude Wirfa from entering into similar distribution agreements with other customers.

§ 8
[Confidentiality and company secret]

1. The Parties shall not disclose to third parties, without the prior written consent of the Parties, any information arising from the Contracts concluded between the Parties or related to the commercial cooperation conducted under these GTCs. The prohibition on providing information shall also apply to the Parties' employees, who shall be informed of this obligation by each Party under its own responsibility. In case of breach of the obligation referred to in paragraph 1, the affected Party may terminate this Agreement with immediate effect and claim damages
2. The Seller, without Wirfa's prior written consent, shall not disclose to third parties the content of the Contracts, nor provide or disseminate information and documents obtained within the cooperation between the Parties, except for providing such information to persons employed or engaged as advisors or subcontractors by the Contractor in order to perform the Contracts or when it is required by law. Any information obtained from the Seller and not disclosed to the public shall constitute a corporate secret within the meaning of Article 11(4) of the Act on Combating Unfair Competition of 16 April 1993 (consolidated text: Journal of Laws of 2003, No. 153, item 1503, as amended) (including business strategy, prices, orders, structure, financial information). The Parties agree that the scope of the Contractor's obligations to maintain the Seller's Business Secrecy is identical to the obligations indicated in the provision of Article 100 § 2 item. 4 and 5 of the Act of 26 June 1974 Labour Code (Journal of Laws 1974 No. 24 item 141, as amended).
3. The Distributor is obliged to protect duly obtained information constituting Wirfa's corporate secret, including materials, media, information and data, from access by unauthorised persons.
4. The obligation to keep Wirfa secrets does not apply to the Distributor in the scope of information and documentation made available upon request of authorised public administration bodies and courts.

§ 9
[Warranty and Claims]

1. Wirfa partnership gives warranty for sold products for the period of 5 years from the date of receipt of products by the Distributor.
2. Under the guarantee Wirfa is liable for physical defects of the products which existed at the time of receipt of the products by the distributor or were caused by reasons inherent in the products at the time of receipt and Wirfa undertakes to repair/replace the defective product within 14 days from the date of delivery of the product to Wirfa, but Wirfa will make every effort to keep this period as short as possible.
3. In case of product defect during warranty period distributor is obliged to deliver claimed product to Wirfa company to address Brzegi street 5c 34-120 Andrychów.
4. A brief description of the damage must be included with the complaint.
5. Before submitting a complaint the Distributor is obliged to check whether the advertised product has a defect and whether it is covered by the warranty period. Handing over the product in working order or after the warranty period expires shall entail refusal to examine the complaint free of charge and charging additional costs incurred by Wirfa in connection with unfounded complaint.
6. Parcels sent COD or parcels sent in violation of the specified rules will not be accepted

§ 10
[Force Majeure]

1. Neither Party shall be liable for the total or partial non- fulfilment of any of its obligations if the non-fulfilment is due to force majeure.
2. Force majeure is an event that is sudden, unforeseeable and independent of the will of the Parties, making it impossible to perform the terms of the GTC in whole or in part permanently or for a certain period of time, which cannot be prevented or counteracted with due diligence.
3. Manifestations of force majeure are in particular:
   a) natural disasters e.g. fire, flood, earthquake etc;
   b) acts of state authority, e.g. martial law, state of emergency
   c) strikes at the Manufacturer or Distributor;
   d) a failure of the generating equipment resulting in a prolonged production stoppage or a stoppage in the operation of the plant;
   e) any circumstance occurring on the Producer's side and preventing him from fulfilling the obligation in accordance with the GTC or within the agreed deadline
   
4. If any of these circumstances had a direct effect on the failure to fulfil obligations within the time limit laid down in the GTC, the time limit shall be extended by the duration of the relevant circumstance
5. The parties mutually undertake to inform each other immediately of the occurrence of any circumstance constituting force majeure, its duration and anticipated consequences.

§ 11
[Data Protection]

1. By accepting these GTCs the Customer gives his consent to Wirfa to process his personal data in connection with execution of sales contracts for goods offered by Wirfa and for marketing purposes related to his business activity. The Customer has all rights under the Act of August 29, 1997 on personal data protection (Journal of Laws of 2002, No. 101, item 926 as amended), in particular he has the right to inspect his own data.