I. DEFINITIONS
1. "Seller" – "Małkowski-Martech" S.A. with its registered office in (62-035) Kórnik, Czołowo, 57 Leśna Street, entered into the register of entrepreneurs kept by the District Court Poznań – Nowe Miasto and Wilda in Poznań, IX Commercial Division of the National Court Register under the KRS number: 0000350585 NIP: 1230029611, REGON: 006372010, share capital: PLN 804,040, BDO: 00041562
2. "Buyer" – a natural person, a legal person, an organisational unit without legal personality, which is granted legal capacity by law, conducting business activity, and placing orders for the Seller's goods and services, as part of its business or professional activity.
These General Terms and Conditions of Sale shall not apply to natural persons running a sole proprietorship, registered in the Central Register and Information on Business Activity (CEIDG), concluding a purchase and sale agreement directly related to their business activity, when the content of this agreement indicates that it is not of a professional nature for them, resulting in particular from the subject of their business activity.
3. "Goods and services" – all goods sold and services provided by the Seller to the Buyer on the basis of the agreement concluded by the parties.
4. "General Terms and Conditions of Sale" – these rules concerning the conclusion and performance of sales contracts and the provision of services by the Seller to the Buyer, constituting an integral part of the agreements concluded between the Seller and the Buyer. These General Terms and Conditions of Sale are binding on the Buyer from the moment the order is sent to the Seller, but no later than always at the time of the first delivery. Amendment, additional provisions or exclusion of these General Terms and Conditions of Sale require a separate agreement of the parties concluded in writing, otherwise it will be null and void. In the event of a conflict between the content of these General Terms and Conditions of Sale and the content of the agreement concluded by the parties, the agreement shall be binding. The Seller makes the General Terms and Conditions of Sale available to the Buyers on its website in a way that allows them to be copied, stored and reproduced (www.malkowski.pl/en).
5. "Order" – the Buyer's offer addressed to the Seller expressing the will to conclude an agreement on the terms and conditions specified in these General Terms and Conditions of Sale.
6. "Order confirmation" – a statement sent to the Buyer in writing or by e-mail from the Seller on the confirmation of acceptance of the order. Order confirmation is not tantamount to concluding a sales contract.
7. "Economic Sanctions and Export Control Laws" – all economic sanctions and laws, regulations, executives or restrictive provisions relating to export controls, including but not limited to import and export restrictions on materials and articles, adopted and enforced by EU, UK, UN or US government authorities or other relevant governmental or regulatory authorities, applicable to the Seller or Buyer.
8. "Anti-Corruption Laws" – means any laws, rules, regulations, or other legally binding measures of any jurisdiction that relate to bribery or corruption.
9. "Affiliate" – means any entity that directly or indirectly controls or is directly or indirectly controlled by Buyer or exercises joint control with Buyer.
10. "Military End-Use" means the use of the goods, in whole or in part, for any military end-use or by any military end-user, including for any purpose in connection with chemical, biological or nuclear weapons, military articles, or by any national armed services (Army, Navy, Marines, Air Force or Coast Guard), National Guard, National Police, Government Intelligence or Reconnaissance Organizations.
11. "Designated Person" means persons and entities or parties that are owned or controlled by one or more natural persons or entities listed in the economic sanctions and export control laws.
12. "Official" means any official, employee, agent or representative, or any other person acting in an official capacity for or on behalf of any (i) government, including any entity owned or controlled by it, (ii) a political party, party official, or political candidate, or (iii) a public international organization; or any natural person who holds any legislative, administrative, or judicial position, or performs a public function for or on behalf of a country, public agency, or public enterprise
II. CONCLUSION OF THE AGREEMENT
1. The Buyer is entitled to submit an inquiry for an offer to the Seller in writing, including by e-mail.
2. In the content of the request for an offer, the Buyer should indicate:
1) the exact designation of the Buyer's company
2) data for telephone and/or e-mail contact and indication of the name and surname of the person authorized to contact the Seller
3) delivery address
4) the exact name and code of the ordered goods
5) Number of individual products
6) Method of delivery of goods
7) delivery date
8) the e-mail address to which the VAT invoice should be sent in electronic form
9) a statement that the person sending the request for quotation is also authorized to place an order and is authorized to perform legal acts on behalf of the entity represented.
3. After receiving an inquiry for an offer, the Seller sends the Buyer an offer in writing or by e-mail or informs the Buyer that it is not possible to prepare an offer.
4. The Buyer who has received the offer is obliged to confirm to the Seller (by e-mail by clicking on the link sent by the Seller) that he accepts the terms and conditions contained in the offer received from the Seller and the documents attached to it, or to reject it.
5. The agreement is concluded at the moment of receipt by the Seller from the Buyer of the confirmation referred to in paragraph 4 above. Placing an order by the Buyer is tantamount to making an offer to the Seller to conclude an agreement on the terms set out in these General Terms and Conditions of Sale, which are an integral part thereof.
5. The model contracts used by the Buyer, in particular the terms and conditions, general terms and conditions of sale or delivery, are not binding on the Seller and may apply to the agreements concluded with the Seller to the extent that they do not contradict these General Terms and Conditions of Sale, if this results from a separate agreement concluded between the Seller and the Buyer. These General Terms and Conditions of Sale are part of the sales or service agreements concluded by the Seller and the Buyer by the Seller, unless otherwise agreed in an agreement concluded in writing between the Buyer and the Seller and signed by a person authorized to represent the Seller.
6. Materials, offers, data published m.in. in catalogues, leaflets, advertisements, announcements, including those containing the prices of goods and products are of an informative nature only and do not constitute an offer, unless it is clearly stated that they are binding on the Seller.
7. Until the Seller delivers the goods to the Buyer, the Seller is entitled, without prior notification to the Buyer, to introduce construction changes and other changes, the introduction of which will not be associated with a change in the properties of the goods and their suitability for use specified at the time of placing the order by the Buyer.
8. Drawings, plans, projections, cross-sections attached to the materials, announcements and offers of the Seller do not indicate the characteristics of the Seller's goods and products in a binding way, unless it is clearly apparent from their content. All the documents indicated above remain the exclusive property of the Seller and are subject to copyright. Without the prior written consent of the Seller, they cannot be made available to third parties or used by the Buyer, and the Buyer is obliged to return them immediately at the Seller's request.
III. PRICES
1. The applicable prices for the Seller's goods and services are specified in the Seller's price list. The prices given are the prices for one piece or, if so specified in the price list, for a set. The prices resulting from the Seller's price list in force on the day of delivery of the goods to the Buyer are considered to be current. Upon the Seller's issuance of a new price list, the current prices cease to be binding.
2. The prices indicated in the price list are net prices and do not include the amount of value added tax. In particular, the Buyer bears the costs of shipping, insurance of goods, taxes, duties and other fees related to the delivery of the goods, unless it is expressly stipulated in a written agreement between the Seller and the Buyer that they will be borne by the Seller.
IV. PAYMENT TERMS AND CONDITIONS
1. Payment for the goods is made on the basis of a VAT invoice issued by the Seller in accordance with the applicable regulations. The form and date of payment constitute a separate agreement concluded between the Seller and the Buyer.
2. VAT invoices are sent to the Buyer in electronic form, to which the Buyer agrees when placing an order, unless the agreement between the Buyer and the Seller stipulates otherwise.
3. In the event of failure by the Buyer to make payment within the payment deadline indicated in the VAT invoice, the Seller will be entitled to charge statutory interest for delay in commercial transactions starting from the day following the date of payment.
4. The buyer is obliged to pay the full amount resulting from the VAT invoice within the payment date specified therein, also if the parties have agreed that the delivery of the goods will take place in parts, and its dates have been set on dates falling after the payment deadline resulting from the VAT invoice.
5. Payment should be made to the Seller's bank account indicated by the Seller to the Buyer, unless the parties have agreed on another form of payment in a separate agreement concluded in writing under pain of nullity. Any additional costs related to it shall be borne by the Buyer.
6. In the event of a delay in payment by the Buyer, the Seller is entitled to suspend the delivery of the goods ordered by the Buyer and, at its discretion, to demand immediate payment of all receivables, including those whose payment date has been postponed and advance payments for receivables not yet due, or to demand that the Buyer establish appropriate security.
7. In the event that the Buyer fails to make a payment, prepayment or fails to establish appropriate security in accordance with paragraph 6 within the time limit set by the Seller, the Seller is entitled to withdraw from the sales agreement concluded with the Buyer.
8. In the event of delay in the payment of due receivables, the Seller shall first credit the Buyer's payments to incidental receivables in the form of interest referred to in paragraph 3, and then to the principal receivable in accordance with the right to which it is entitled under Article 451 § 1 of the Civil Code.
9. The rights referred to in paragraph 6 and paragraph 7 shall also be vested in the Seller in the event that the Seller becomes aware of enforcement proceedings, liquidation proceedings or other information indicating problems with the Buyer's solvency.
V. DELIVERY CONDITIONS
1. The delivery of the goods will take place within the time specified by the Seller. In the absence of an agreement as to the method of delivery of the goods, the choice is at the discretion of the Seller. Delivery may not take place before all technical issues have been clarified and the Seller has received an advance payment, if the Buyer has undertaken to pay it under a separate agreement. The goods are delivered to the place specified by the Buyer in the order as the place of delivery. In the absence of such a place, the goods are delivered to the registered office or the main place of business activity of the Buyer resulting from the relevant registers and records.
2. The Seller is entitled to partial deliveries, unless otherwise stipulated in an agreement between the Seller and the Buyer, concluded in writing, otherwise it will be null and void.
3. If the agreement between the Seller and the Buyer states that the collection of goods by the Buyer is to take place from the Seller's warehouses, the Buyer is obliged to collect the goods within the agreed date. A change in the date of collection of goods may take place only on the basis of the Seller's written consent.
4. Any costs incurred by the Seller as a result of the Buyer's failure to collect the goods within the agreed deadline will be re-invoiced to the Buyer.
5. The risk of accidental loss, damage, destruction or deterioration of the quality of the goods passes to the Buyer at the time of delivery, and before unloading the goods, or at the moment of their release to the Buyer, a person authorized by the Buyer or the carrier. The carrier or another person authorized by the Buyer to collect the goods is obliged to present the authorization and confirm their personal data. In the event of failure to show authorization or confirmation of personal data, the Seller is entitled to refuse to release the goods.
6. The Seller shall not be liable for damages suffered by the Buyer as a result of the delay in delivery, unless intentional fault can be attributed to the Buyer. The Buyer may exercise the right to withdraw from the contract after the Seller has set a suitable deadline for delivery.
7. In the event of delays in delivery on the part of the Buyer or failure by the Buyer to collect the goods within the agreed deadline, the Buyer shall be in default and the risk referred to in paragraph 5 shall pass to the Buyer at the time of the Seller's notification of the readiness for delivery or the possibility of collecting the goods.
8. In order to meet the delivery date, it is sufficient if the goods are collected by the Buyer or a person or carrier authorized by the Buyer or sent by the Seller, or if the Seller notifies the Buyer of readiness for delivery in accordance with paragraph 7.
9. In the event of delays in the delivery of goods to the Buyer, caused by delays or non-delivery of the goods by the Seller's suppliers or other circumstances beyond the control of the Seller, the Seller is entitled to withdraw from the contract or change the delivery date, and is not liable for any damage suffered by the Buyer. The Seller will immediately inform the Buyer about the expected delivery date.
10. In the event of a delay or delay of the Buyer in collecting the goods, also in the case of partial delivery, the Seller will set a deadline for the Buyer to collect the goods, but not shorter than 2 weeks, after which the Seller will have the right to withdraw from the contract. The costs of storing the goods by the Seller or a third party to whom the Seller has commissioned the storage of the goods as a result of the Buyer's delay or delay shall be borne by the Buyer. The Seller is entitled to claim compensation from the Buyer on general terms.
VI. SET-OFF
1. Set-off of the Seller's receivables against the Buyer with the Buyer's receivables against the Seller is possible only when both receivables are due and can be pursued before a court or other state authority, and originate from the same agreement or agreements of the same type.
2. As a result of the set-off, both receivables are mutually cancelled into the lower receivable.
VII. RESERVATION OF OWNERSHIP
1. The goods remain the property of the Seller until the Buyer satisfies the Seller's claim for payment of the price resulting from the concluded agreement.
2. The Buyer should exercise due diligence in storing the goods and protecting them against accidental loss, destruction, deterioration of their quality, loss of value until the transfer of ownership to the Buyer.
3. The Buyer is obliged to store the goods in a place corresponding to their properties with a clear indication that they are the property of the Seller.
4. In the event of failure to pay within the deadline resulting from the VAT invoice issued by the Seller, the Seller is entitled to withdraw from the contract and demand from the Buyer an immediate return of the goods.
5. The return of the goods does not exclude the claim for compensation for the damage suffered by the Seller.
6. The Buyer is entitled to further resell the goods for which the Seller's ownership right has been reserved on the terms set out in these General Terms and Conditions of Sale.
7. In the event of a combination of goods for which the Seller's right of ownership has been reserved with movable property owned by the Buyer or third parties, the Seller becomes a co-owner of the resulting items.
8. The Buyer transfers to the Seller the receivables to which he is entitled to third parties on account of the further resale of goods in respect of which the Seller's ownership right has been reserved.
9. Along with the receivable, all rights related to it, including the claim for overdue interest, are transferred to the Seller.
VIII. QUALITY GUARANTEE. COMPLAINTS. SELLER'S LIABILITY.
1. The Seller guarantees that the goods will be useful for normal use during the warranty period, taking into account their type and purpose. The warranty covers physical defects of the goods related to their functionality, caused by material defects of the products, construction defects or technological defects.
2. The buyer is entitled to complain about the goods only during the warranty period.
3. In connection with the warranty granted, the Seller's liability under the warranty for defects specified in the provisions of the Civil Code is excluded.
4. The warranty period is:
1) 24 months for MARC-Ok gates
2) 12 months for other goods
3) 12 months for the services provided (the warranty does not include consumables)
The warranty period is calculated from the date of delivery or collection of the goods by the Buyer or, in the case of services, from the date of receipt of the service.
5. The Buyer exercises the rights resulting from the warranty for the goods only on the basis of the Warranty Card received from the Seller. The Warranty Card contains the general terms and conditions of the warranty, including the procedure for filing claims and exclusions. Specimens of Warranty Cards for individual goods are available on the Seller's website at www. malkowski.pl
6. The complaint should include the Buyer's designation, a description of the service to which the complaint relates, a detailed description of the defects with an indication of what the defect consists of, or how it is revealed, if possible together with photographic documentation of the defect, an indication of the VAT invoice number issued by the Seller, an indication of the place of performance of the service. If it is necessary to inspect the place where the service is performed, the complaint consideration period begins on the date of the inspection by the Seller. Reporting a service defect should take place within 3 working days of its discovery.
7. The date of submission of the complaint is considered to be the date of its receipt by the Seller. Complaints that are illegible, contain contradictions or ambiguities, or do not contain all the required data referred to in paragraph 6 are not considered to be an effectively filed complaint and will not be considered by the Seller until the deficiencies are supplemented or the ambiguities are clarified.
8. The Seller undertakes to consider a properly submitted complaint within 20 working days from the date of its receipt and to inform the Buyer about its results, however, in justified cases, in particular if it is necessary to confirm the complaint with the Seller's supplier, this deadline may be extended, of which the Seller shall notify the Buyer immediately. The Seller shall not be liable for any damages that may arise on the part of the Buyer as a result of a delay in the consideration of the complaint arising from reasons beyond the control of the Seller, including the need to confirm the complaint with the Seller's supplier.
9. Any opinions relating to the quality of the goods against which a complaint has been filed prepared by the Buyer or third parties are not binding on the Seller and do not constitute a basis for recognizing the complaint.
10. The Seller decides on the method of handling the complaint.
11. The Seller has the right to suspend the consideration of the complaint of goods until the Buyer has settled all due receivables under the agreements concluded with the Seller.
12. In the event of an unjustified complaint, the Seller has the right to charge the Buyer with the costs related to it. The Buyer is obliged to collect from the Seller the goods in respect of which the complaint has been rejected within 14 days from the date of receipt of information on the manner of handling the complaint or submitting a written instruction to destroy the goods. Otherwise, the Seller will be entitled to charge the Buyer with the costs of storing the goods.
13. Within the limits permitted by law, the Seller's Liability to the Buyer for non-performance or improper performance of the contract, including defects in the items sold or services rendered, is limited to situations where the damage was caused by wilful misconduct. The Seller's liability in this respect is limited only to direct and actual damage and does not include lost profits. The Seller's liability is limited to the net value of the goods/services purchased by the Buyer.
IX. WITHDRAWAL FROM THE AGREEMENT. RETURN OF GOODS
1. In the event that the Seller withdraws from the agreement for reasons attributable to the Buyer, the Buyer shall pay the Seller a contractual penalty in the amount of 20% of the net sale price. Payment of the contractual penalty does not preclude the Seller from seeking compensation for the damage suffered on general terms to the extent that it exceeds the amount of the contractual penalty.
2. In the case referred to in paragraph 1, the goods should be returned in the original, intact packaging with all accessories and documentation, as well as should not show signs of use. The costs of transporting the goods to the Seller's headquarters and other costs incurred in connection with the withdrawal from the contract shall be borne by the Buyer. The risk of loss or damage to the returned goods until their receipt by the Seller will be borne by the Buyer. Acceptance of the returned goods by the Seller will be confirmed by a written return protocol, subject to signature by authorized employees of the Seller and the Buyer. Before collecting the returned goods, the Seller will be entitled to check their technical condition, including the condition of the packaging of the goods. If the Seller finds damage to the goods or packaging, the Seller is entitled to refuse to accept the return.
3. Each return to the Seller's warehouse must be described by the return number assigned by the Sales Department.
4. If the withdrawal from the contract takes place before payment, the Seller will issue a corrective invoice for the full value of the returned goods, at the same time issuing an invoice in the amount of 20% of the value of the goods sold.
X. CODE OF CONDUCT. COUNTERACTING CORRUPTION AND EXPORT CONTROL
1. Buyer warrants that the Buyer and its affiliates and entities acting on its behalf will comply with the ASSA ABLOY Business Partners Code of Conduct (available at www.assaabloy.com) and all applicable laws and regulations, including anti-corruption laws, anti-money laundering laws, export control laws.
2. Buyer agrees that its directors, officers and employees engaged in the performance of obligations under the Agreement shall complete the training on the Code of Conduct referred to above, which Seller may require from time to time.
3. The Buyer represents and warrants to the Seller that:
a) Buyer, its affiliates, as well as any of its officers, directors, officers, employees, principals or shareholders, for the purpose of assisting in improperly soliciting or maintaining business for or with any person, in misdirecting business to any person or in securing any improper benefit, has not made, authorized, offered or promised any payment, gift or transfer of anything of value, directly, indirectly or through a third party, for the use or benefit of any other person or has not given any illegal bribe, given a rebate, repayment, made a payment to exert influence or take any other action that would violate any applicable anti-corruption laws
b) Buyer has established and maintains policies and procedures designed to ensure, and which can reasonably be expected to continue to ensure, continued compliance with any anti-corruption laws to which it is subject
c) in the last five (5) years, neither Buyer nor its affiliates have received any written correspondence indicating or alleging that such person is or may be in violation of any anti-corruption laws or that such person is or may be the subject of any inquiry or investigation by a governmental authority in connection with any anti-corruption law, and, to the best of Buyer's knowledge, no such investigation or investigation is ongoing or threatened to be initiated; i
d) no Officer has any interest, contribution in a partnership, or other interest in equity or ownership in the Buyer's company or any of its affiliates, nor is a member of the officer, director, employee, contractor or principal of Buyer, and no Officer has or will have a right or interest in any payment or other thing of value provided to Buyer by Seller.
4. Buyer represents and warrants to Seller that it will at all times comply with economic sanctions and export control laws and that neither Buyer nor its affiliates, nor any of their directors, officers, employees, or, to the Buyer's knowledge, any agents or other persons acting on behalf of any of the foregoing:
a) is not or has not been a Listed Person
(b) has not engaged (or will not engage in) any business transaction or activity that can reasonably be expected to result in the status of Designated Person
c) has not directly or indirectly conducted or is not conducting any transactions or business activities with or for or for the benefit of, or is otherwise engaged in any business with a Designated Person, or otherwise acts in violation of economic sanctions and export control laws;
(d) has not engaged or is not engaging in any transaction which is intended to circumvent, avoid, or has the object or effect of circumventing, evading or attempting to violate any economic sanctions and export control laws; or
e) does not violate or is subject to any investigation or investigation conducted by or on behalf of any government or other regulatory authority in connection with the Economic Sanctions and Export Control Regulations.
5. The Buyer undertakes that:
a) will comply with the Economic Sanctions and Export Control Regulations and will not sell or re-export goods without all required licenses and approvals under the Economic Sanctions and Export Control Regulations
b) will not sell, export or re-export the goods, directly or indirectly, to the Russian Federation or Belarus or for use in the Russian Federation or Belarus (whether or not permitted under the Economic Sanctions and Export Control Regulations applicable to the Buyer)
(c) make every effort to ensure that the purpose of this paragraph is not undermined by any third parties downstream in the supply chain, including any resellers;
(d) agrees to (i) cascade contractual obligations set out in this point in contracts with third parties, including potential resellers, further down the supply chain, and (ii) establish and maintain an appropriate monitoring mechanism to detect downstream behaviour, including potential resellers, that could frustrate the achievement of the objective of this paragraph
(e) the representations and warranties set out in this paragraph above shall at all times remain true and correct
f) Buyer shall provide Seller with written notice, as soon as practicable, and in any event within five business days, if (i) any representation or warranty set forth in this paragraph ceases to be true at any time, or (ii) Buyer encounters any difficulty in the application of clauses a)(a)-(d) above, including any material action by third parties that could defeat the purpose of said clause; i
g) Buyer will not engage in any transactions relating to Military End-Use unless expressly approved by Seller.
6. Buyer agrees to maintain complete and accurate records of all actions taken by, on behalf of, or at the request of Seller pursuant to the Agreement and/or related to the goods. Buyer shall provide any information related to inquiries about goods that it suspects may violate or circumvent economic sanctions and export control laws, including requests from or on behalf of a Listed Person, as well as other attempts to acquire Seller's goods in violation of economic sanctions and export control laws. Buyer will, to the extent possible, cooperate with Supplier to facilitate compliance with economic sanctions and export control laws and, upon Seller's request, provide Seller with true, complete and correct copies of all documentation relating to any business transactions relating to the goods, including, but not limited to, end-user permits, compliance information under Sections (a)-(d), and other information as may be required by Seller within two (2) weeks of Seller's request for such information.
7. Notwithstanding any other provisions of the GTC, Seller shall not be obligated to make any payments or take any other action under this Agreement if Seller believes in good faith that such action may constitute a breach, contribute to a breach, or constitute a circumvention of any economic sanctions and export control laws.
8. The Agreement may be terminated with immediate effect by the Seller by means of a written notice addressed to the Buyer if:
(a) the representations or warranties set forth above cease to be true at any time;
b) Buyer is in breach of its obligations, contracts and obligations set forth in this paragraph, which in each case shall be considered a material breach of a material element of the Agreement;
c) Buyer has misrepresented or failed to adequately disclose any material facts or has failed to provide any documentation, permits or information required by Seller, including but not limited to the intended end-use/end-user or destination of the goods;
d) Buyer, its affiliates, or any of their directors, directors, or employees become a Listed Person; or
(e) the ability of either Party to fulfil its obligation under the Agreement is otherwise materially impaired by the imposition of restrictions on economic sanctions and export control rules.
9. Upon such termination, the Agreement and all rights and obligations arising therefrom shall expire with immediate effect, with the proviso that the Buyer shall be liable to the Seller for any breach of its obligations under the Agreement.
0. The Seller shall not be liable to the Buyer for any claims, losses or damages resulting from the Seller's exercise of the rights under point X.
11. Any breach by the Recipient of this paragraph constitutes a material breach of a material element of this Agreement and the Seller shall be entitled to seek appropriate remedies, including, but not limited to: (i) termination of the Agreement; (ii) the imposition of a contractual penalty of 20% of the total value of this Agreement or the price of the exported goods, whichever is higher, which does not exclude the possibility of seeking damages on general terms, and (iii) compensation in accordance with paragraph 12 below.
12. Buyer shall indemnify Seller and its affiliates, directors, officers, employees, advisors, principals and its equity holders (collectively, the "Indemnified Entities") from and against any and all third party claims, damages and liabilities, including reasonable attorneys' fees, fees and expenses, incurred by or pursued against any of the Indemnified Entities, arising out of or as a result of:
(a) any breach of the warranties or obligations set out in point X, and
b) any claim, litigation, investigation or proceeding related to any of the foregoing, whether based on contract, tort or any other basis.
XI. PERSONAL DATA PROTECTION
1. When processing any personal data as part of their mutual cooperation, the Client and the Seller undertake to apply the principles and procedures for the processing and protection of personal data resulting from Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC ("GDPR") and other legal provisions governing the protection of personal data.
2. The Seller is the administrator of the personal data provided by the Buyer for the purpose of performing the Agreement.
3. Detailed information on the principles of personal data processing by the Seller can be found in the "Information Clause for Customers of "Małkowski-Martech" S.A", available at: www.malkowski.pl./en
4. The Client is obliged to acquaint any person who may be indicated for ongoing cooperation and contacts with the Seller with the information clause referred to in paragraph 3 above.
XII. CONFIDENTIALITY OBLIGATION
1. The Buyer is obliged to maintain confidentiality and not to disclose or transfer to third parties information constituting the Seller's business secret or other information that has been determined by the Seller as confidential.
2. The above obligation does not apply to information that:
a) have been made public in a manner that does not constitute a violation of the Seller's trade secret;
b) are known to the Buyer from other sources, without the obligation to keep them secret and without violating the Seller's trade secret;
c) they are disclosed in connection with an obligation provided for by law, including a court judgment or a decision of a public administration body.
XIII. FINAL PROVISIONS
1. Any deviation from these General Conditions of Sale requires the written agreement of the parties or the written consent of the Seller expressed by a person authorized to represent the Seller.
2. Any disputes arising from agreements concluded under these General Terms and Conditions of Sale shall be submitted by the Seller and the Buyer to the decision of a common court competent for the Seller's registered office.
3. To the extent not regulated in these General Terms and Conditions of Sale, the provisions of Polish law shall apply.
4. The Seller reserves the right to change these General Terms and Conditions of Sale.
5. These General Terms and Conditions of Sale are valid from 01.11.2025 and replace the General Terms and Conditions of Sale in force so far.