General terms and conditions of sale

§ 1. GENERAL TERMS AND CONDITIONS OF SALE

1.1 The General Terms and Conditions of Sale define the rules for concluding contracts for the sale of goods and services in which the Seller is JSF Silikon Sp. z o.o. with its registered office in Niepołomice at ul. Grabska 29, VAT UE No.: PL6831735500, KRS (National Court Register) No.: 0000934329 (hereinafter: JSF Silikon).

1.2 The General Terms and Conditions of Sale and service provision form an integral part of all order fulfillments, and the placing of an order by the Buyer constitutes acceptance of the General Terms and Conditions of Sale.

1.3 The General Terms and Conditions of Sale are available at the registered office of JSF Silikon, on the company’s website, or as an annex to quotations.

1.4 The General Terms and Conditions of Sale – valid from February 25, 2026.

§ 2. QUOTATIONS

2.1 All quotations provided to the Buyer are net prices, EXW Niepołomice (Incoterms® 2020), to which – where applicable – the value added tax (VAT) at the statutory rate must be added. Quotations are valid for 30 days, unless otherwise stated in the quotation.

2.2 The commercial quotation submitted by JSF Silikon does not automatically reserve the raw materials or the labour required to manufacture the products covered by this quotation.

§ 3. ORDERS AND DELIVERY TIMES

3.1 For a sales contract to be valid, the Buyer must place an order in writing, electronically or by fax.

3.2 An order that has been confirmed for fulfilment by the Buyer must contain all the necessary information required to fulfil the order in question. The Buyer shall provide the necessary information, such as: the intended use of the goods ordered, operating conditions, and in the case of services, the type of service ordered, information on the quality required for the parts, tolerance ranges, technical documentation and other necessary information. In the event that the information provided is incomplete, JSF Silikon reserves the right to manufacture the products or provide the service to the Buyer in accordance with generally accepted manufacturing practice based on internal manufacturing standards and know-how, which constitute the benchmark for quality and workmanship, or to withdraw from the order.

3.3 In the case of an order for new goods or services not previously supplied, JSF Silikon may reserve the right to modify the ordered goods or services, in particular to alter their dimensions, shape or dimensional tolerances, or to cancel the order. Any proposed changes will be submitted to the Buyer for approval. In the event of the Buyer’s non-acceptance, JSF Silikon shall withdraw from the order without incurring any liability in this respect. At the same time, the Buyer shall not be charged for any costs incurred by JSF Silikon in connection with the development of goods or services not previously produced.

3.4 All components, tools, and moulds manufactured for the purpose of fulfilling the Buyer’s order shall remain the property of JSF Silikon.

3.5 Unless otherwise agreed, the cost of manufacturing the items listed in point 3.4 shall be borne in full by the Buyer in the amount specified in the quotation under the headings ‘implementation cost’, ‘tool cost’, ‘mould cost’, etc.

3.6 The order completion date is expressed in working days or weeks and is determined individually depending on technological capabilities, material availability and other factors.

3.7 The order completion date for orders using materials or tools supplied by the Buyer is calculated from the next working day following the date of delivery of such material or tool.

3.8 If payment by bank transfer in advance based on a pro forma invoice has been agreed, the order completion date is calculated from the next working day following the date on which the payment is credited to JSF Silikon’s bank account.

3.9 JSF Silikon reserves the right to change the order completion date or to withdraw from the order if this is due to circumstances beyond its control (machine breakdown, unavailability of raw materials, force majeure). At the same time, JSF Silikon undertakes to inform the Buyer immediately upon the occurrence of the aforementioned circumstances.

3.10 In the event of a delay in order fulfilment exceeding 4 weeks, the Buyer shall be entitled to a penalty of 0.5% of the order value per day of delay, but the total penalty shall not exceed 5% of the order value.

3.11 The Seller reserves the right to adjust prices in the event of a significant increase in costs, including but not limited to: raw material prices, energy costs, transport costs, or labour costs. Changes in the WDK-Index / kiweb.de-Index may also serve as a basis for price adjustments. The Seller will notify the Buyer in advance of any price change.

3.12 The Seller reserves the right to fulfil the order with a quantity tolerance of +/- 10% in relation to the ordered quantity.

3.13 The Buyer has the right to cancel the order only on condition that JSF Silikon has not yet taken any steps related to its fulfilment which involve irreversible costs (e.g. preparation of documentation, design, or manufacture of tools, ordering of raw materials, preparation of the mixture).

3.14 By placing an order, the Buyer gives their indefinite consent to its verification with the Credit Information Bureau, the ZBP Banking Register and other registers.

§ 4. TERMS AND CONDITIONS OF SALE AND DELIVERY FOR FRAMEWORK AGREEMENTS

4.1 Each framework agreement has a specific duration, agreed between the Buyer and the Seller. The duration must be specified in the framework order.

4.2 For each partial delivery, the Buyer must accept the agreed minimum quantity for each item. The minimum order quantity is agreed prior to signing the contract. The schedule for the final partial delivery must be agreed at least two weeks before the end of the contract.

4.3 The Seller reserves a specified quantity ready for delivery in stock for the Buyer. When the Buyer places an order, the goods must be available immediately.

4.4 A specific number of partial deliveries (minimum 4) is agreed for the duration of the contract. If the Buyer requests additional deliveries, the Seller is entitled to charge a flat-rate logistics fee for each additional delivery.

4.5 The Buyer is obliged to collect the entire quantity of goods covered by the contract during its term. If the goods are not collected, the Seller may deliver them at the end of the contract and issue an invoice.

4.6 The Seller reserves the right to adjust prices in the event of a significant increase in costs, including in particular: raw material prices, energy costs, transport costs or labour costs. A change in the WDK-Index / kiweb.de-Index is one of the grounds for a price change. The Seller shall inform the Buyer in advance of any price change.

§ 5. PAYMENT TERMS

5.1 The Buyer shall pay for the ordered services and goods in the manner and by the deadline previously agreed in writing.

5.2 In the event of failure to pay for the goods by the required deadline, JSF Silikon will take steps to enforce payment of the outstanding amount.

5.3 The Buyer undertakes to notify the Seller in writing without delay of any change to its registered office or place of residence and address for the service of correspondence. Failure to provide such notification shall result in deliveries made to the addresses specified in the order or in other commercial agreements concluded between JSF Silikon and the Buyer being deemed invalid.

5.4 In the event of prepayment based on a pro forma invoice, the Buyer’s payment shall be a condition for the order to be processed.

§ 6. COLLECTION AND DISPATCH OF GOODS

6.1 The ordered goods shall be delivered to the Buyer in the manner specified in the offer or on the basis of separate arrangements. This also applies to costs associated with the delivery of goods.

6.2 In the event of personal collection of the ordered goods, the Buyer is obliged to collect them within 5 working days of receiving notification that they are ready for collection. JSF Silikon reserves the right to charge the Buyer a storage fee for the ordered goods after the expiry of the aforementioned period, amounting to 1% of the net value of the uncollected goods for each day of delay, but not less than PLN 100 per day.

6.3 The Seller shall not be liable for goods not collected within 30 days of the Buyer receiving notification that the goods are ready for collection. At the same time, JSF Silikon is entitled to issue an invoice for goods ordered but not collected by the Buyer.

6.4 JSF Silikon shall make every effort to ensure that the goods are prepared for collection or dispatch in such a way as to prevent damage.

6.5 JSF Silikon shall not be liable for the quality of services provided by courier and freight forwarding companies.

§ 7. COMPLAINTS

7.1 The Buyer has the right to lodge complaints regarding quantity or quality within 14 days of receipt or delivery of the goods.

7.2 Complaints will be considered where they relate to non-compliance with the arrangements made prior to placing the order and as specified on the order form and order confirmation.

7.3 JSF Silikon undertakes to consider complaints within 10 working days. This period may be subject to change if it is necessary to consult other entities, including suppliers of raw materials or tools, and laboratories.

7.4 JSF Silikon shall not be liable for the incorrect selection of tools made by the Buyer on their own initiative.

7.5 JSF Silikon shall not be liable in the event of improper storage or use of the goods contrary to their intended purpose.

7.6 If a complaint is rejected, the Buyer shall collect the goods at their own expense within 5 working days. After this period, the Seller is entitled to charge fees for the non-contractual storage of the goods in accordance with clause 6.2, and after a further 14 days, the goods may be disposed of at the Buyer’s expense.

§ 8. OWNERSHIP AND LIABILITY FOR ENTRUSTED MATERIALS

8.1 JSF Silikon reserves the right to use the technical documentation provided for the purpose of fulfilling the order and shall not be liable for any copyright infringements.

8.2 JSF Silikon undertakes not to disclose the technical documentation to third parties.

8.3 JSF Silikon’s liability for entrusted raw materials and tools is limited to the purchase value of the entrusted goods as documented by an invoice. If the Buyer fails to provide proof of purchase, the value shall be determined on the basis of a valuation carried out by the Seller.

8.4 JSF Silikon shall not be liable for damage to or destruction of tools entrusted by the Buyer resulting from their improper or defective manufacture.

8.5 All tools and moulds manufactured or commissioned by JSF Silikon as part of the fulfilment of an order or service remain the property of JSF Silikon. This also applies to the technical documentation used in the design and construction of the tool or mould. Copying, sharing or any use of the documentation without the written consent of JSF Silikon is prohibited and constitutes a copyright infringement.

§ 9. EXCLUSIONS AND DISPUTE RESOLUTION

9.1 The invalidity of any provision of these General Terms and Conditions of Sale shall not invalidate the remaining provisions.

9.2 Any terms, conditions, or documents presented by the Buyer, including General Purchase Terms, shall not be binding on the Seller nor form part of the contract unless expressly accepted in writing by the Seller.

9.3 In the event of a conflict between these General Terms and Conditions of Sale and the Buyer’s regulations, the provisions of JSF Silikon’s General Terms and Conditions of Sale shall take precedence.

9.4 If a separate commercial agreement has been concluded between the Buyer and JSF Silikon, these General Terms and Conditions of Sale shall apply only to matters not covered by that agreement.

9.5 Any disputes arising between JSF Silikon and the Buyer shall first be resolved amicably.

9.6 If the dispute cannot be resolved amicably, it shall be settled under Polish law before a common court having jurisdiction over the registered office of JSF Silikon.