General Terms and Conditions of Sale

Tobtom Mixing Systems sp. z o.o.
Version 2.0 dated 2 October 2026

This English version is a translation of the Polish General Terms and Conditions of Sale. In the event of any discrepancy or inconsistency between the Polish and English versions, the Polish version shall prevail.

§1 General Provisions

These General Terms and Conditions of Sale (GTC) govern the sale and delivery of machines, equipment, spare parts and accessories, as well as installation, commissioning, training and servicing performed by Tobtom Mixing Systems sp. z o.o., ul. Madalińskiego 4, 47-133 Piotrówka, Poland, KRS 0000999747, NIP 7561994042, REGON 523644557 (the “Seller”).
These GTC apply to contracts concluded with entrepreneurs in connection with their business activities (the “Buyer”). These GTC do not constitute online store terms and conditions or terms of consumer sales. They do not exclude or limit any protection afforded under mandatory provisions of law to natural persons conducting business activity, in particular in the case of purchases which are not of a professional nature for such persons.
These GTC shall be provided to the Buyer before conclusion of the contract, as an attachment to the quotation or order confirmation, in a form enabling the Buyer to retain and reproduce them. The applicable version of the GTC shall be specified in the contract. Any subsequent amendment to the GTC shall not amend contracts already concluded unless agreed by the parties.
Individually agreed provisions of the contract and of the accepted quotation or order confirmation shall prevail over these GTC. In the event of discrepancies between individually agreed documents, the parties’ later agreement concerning the relevant matter shall prevail.
The Seller does not accept the Buyer’s standard terms and conditions unless expressly agreed. If an order refers to other terms and conditions, the parties should resolve any discrepancies before performance commences.

§2 Definitions

“Machine” means a dispensing machine, mixing unit, workstation, production line or other equipment manufactured or supplied by the Seller. “Goods” means a Machine, spare part or accessory covered by the order.
“Factory Acceptance Test (FAT)” means tests carried out at the Seller’s premises before the Machine is released. “Site Acceptance Test (SAT)” means tests carried out following installation at the Buyer’s premises, if ordered. The scope of each acceptance test shall be defined in the quotation, contract or agreed test plan.
“Documentary form” means, in particular, an e-mail enabling identification of the person making the declaration. “Written form” means a document bearing a handwritten signature or an equivalent electronic form bearing a qualified electronic signature.
“Business Day” means Monday to Friday, excluding statutory public holidays in Poland.

§3 Quotation and Conclusion of the Contract

Quotations, estimates, catalogues and advertising materials constitute invitations to enter into a contract unless the relevant document expressly states that it is binding. The validity period of a quotation shall be specified therein.
If the parties do not sign a separate contract, the contract shall be concluded upon the Seller’s confirmation of the order in documentary form and agreement on all material terms. A confirmation modifying the order requires the Buyer’s acceptance in documentary form.
The scope of delivery, parameters, test materials, equipment, documentation, price, payment terms, delivery date and scope of additional services shall be determined by the agreed order documents. Services not specified in those documents shall not be presumed to be included in the price.
Oral arrangements require confirmation in documentary form. Amendments to the contract require the same form unless the contract or applicable law requires a specific form.

§4 Technical Parameters and Materials

The Seller is responsible for the Machine’s conformity with the agreed specification. Guaranteed parameters, in particular output and dispensing accuracy, should be specified together with the conditions under which they are measured, including the type and properties of the material, temperature, flow range, mixing ratio, measurement method and tolerance.
Catalogue and estimated values not incorporated into the agreed specification are for guidance only. This provision does not override parameters or properties expressly agreed in the contract.
The Buyer shall provide the technological requirements, information concerning viscosity, density, operating temperature, reactivity and hazards of the materials, as well as current safety data sheets where required. Materials supplied for testing must correspond to those intended for operation.
A change in material, formulation, utility parameters or operating conditions may require additional testing and adjustment. A deviation in results under different conditions shall not in itself constitute a defect of the Machine; this does not exclude liability for an actual non-conformity with the contract.
The Seller may use equivalent components provided that this does not adversely affect the agreed parameters, safety, durability or functionality. A change of manufacturer or model of a component expressly specified in the contract requires the Buyer’s approval.

§5 Prices and Scope of Costs

Prices are net prices; VAT shall be added in accordance with applicable law. The settlement currency shall be specified in the quotation or contract.
Unless otherwise stated in the quotation, the price does not include transport, transport insurance, unloading, moving the Goods into position, installation at the Buyer’s premises, commissioning, training, test materials, or travel and accommodation costs of service personnel. Such services must be specified in the scope of the order.
The price of a confirmed order may not be changed unilaterally. Any change in scope or requirements requires agreement on the additional price and its impact on the schedule before additional work is performed.

§6 Payments

Unless otherwise agreed by the parties, the advance payment shall amount to 30% of the gross order value and shall be payable within 7 days of order confirmation. The remaining price shall be payable before release of the Goods, following notification that the Goods are ready for release and after the Buyer has been given the opportunity to carry out the agreed acceptance procedure. Any different payment schedule specified in the quotation or contract shall prevail.
Production shall commence after receipt of the advance payment and the information and approvals required to commence work. The advance payment constitutes a payment towards the price and is not earnest money (“zadatek”) unless the parties expressly agree otherwise.
Payment shall be deemed made when the Seller’s bank account is credited. Tax payments and the split payment mechanism shall be applied in accordance with applicable law. These GTC do not determine the exchange rate used for VAT conversion.
In the event of overdue payment, the Seller may, after notifying the Buyer, suspend the corresponding work or release of the Goods. The completion period shall be extended by the period of justified suspension and the time reasonably required to resume work. The Seller may claim statutory interest for late payment in commercial transactions and statutory debt recovery costs.
Before withdrawing from the contract due to non-payment, the Seller shall grant an appropriate additional period of not less than 7 days, with a warning that the Seller may withdraw from the contract, unless applicable law or the individual contract permits withdrawal without such notice.
The mere submission of a complaint shall not automatically suspend the due date of the entire price. This shall not prejudice the Buyer’s rights arising from applicable law or the agreed contract.

§7 Completion Dates and Cooperation

The completion date shall be specified in the quotation, contract or order confirmation. Where the lead time is stated in weeks, it shall commence once all conditions required to commence performance have been fulfilled: conclusion of the contract, receipt of the required advance payment, agreement of the specification, and receipt of the materials, data and approvals necessary to perform the order.
The Seller shall notify the Buyer of missing information and the anticipated impact of any delay in providing it on the schedule. A delay in the Buyer’s cooperation shall extend the completion date by the period during which the impediment actually affects performance and by a reasonable period required to reschedule the work.
The Seller shall notify the Buyer of any risk to the agreed completion date, the reason for such risk and the anticipated new date promptly after obtaining such information. Ordinary organisational difficulties on the Seller’s part shall not automatically constitute grounds for exemption from liability.
The Buyer shall appoint a person responsible for technical arrangements and shall provide approvals within the time limits agreed in the schedule.

§8 Changes and Cancellation of an Order

Any change to an order after its confirmation requires agreement in documentary form as to its scope, price and completion date. The Seller may refuse a change that is technically impossible or would disproportionately interfere with production already commenced.
Cancellation of an order that is being properly performed is not a unilateral right of the Buyer unless such right arises from applicable law or the contract. The parties may agree to terminate the contract and settle the work performed.
In the event of an agreed termination initiated by the Buyer, the settlement shall include work already performed and reasonable, documented costs incurred specifically for the order, including components that cannot be returned or reasonably used for other orders. Amounts recovered and costs saved shall be deducted from the settlement; the same cost may not be charged twice.
The advance payment shall be credited towards the agreed settlement. Any surplus shall be refunded within 14 days after the settlement has been determined. These GTC do not provide for automatic forfeiture of the entire advance payment or a fixed cancellation penalty.
The above provisions do not limit any statutory right to withdraw from the contract due to a breach by the other party.

§9 Delivery, Transport and Risk

Unless otherwise agreed by the parties, delivery shall be made EXW Seller’s premises at the address specified in the order confirmation, Incoterms® 2020. The Seller shall notify the Buyer of the place and date on which the Goods are made available; the Buyer shall arrange transport, loading and insurance in accordance with that rule.
Where the Seller arranges transport or loading, the parties shall determine the costs, scope of responsibility and applicable delivery rule before dispatch. Incoterms govern delivery obligations and transfer of risk, not transfer of title.
The Buyer shall inspect the shipment upon receipt and document any visible damage or shortages, where possible together with the carrier. The Buyer shall promptly notify the Seller and provide photographs and transport documents. The absence of a carrier’s damage report shall not automatically exclude all claims.
If the Buyer delays the agreed collection, the Seller may, after granting an additional period of 7 days, charge the Buyer reasonable and documented costs of storage and additional handling. Transfer of risk shall be governed by the agreed delivery rule and applicable law.

§10 Installation, Commissioning and Acceptance

Installation, commissioning, FAT, SAT and training shall be performed to the extent specified in the order. The Buyer shall provide the agreed utilities, appropriate site, access, unloading equipment, personnel and materials required for testing.
Before testing, the parties shall agree measurable acceptance criteria, measurement conditions and required materials. Results, comments and deadlines for remedying defects shall be recorded in the acceptance report. Acceptance shall not cover technological parameters not agreed in the order.
The Seller shall give at least 5 Business Days’ notice of the acceptance test unless the parties agree on a shorter period. If the Buyer does not participate, the Seller may carry out documented tests and send the report and results to the Buyer for assessment.
Within 7 Business Days of receiving the complete results, the Buyer shall sign the acceptance report or identify specific non-conformities with the acceptance criteria. If the Buyer fails to respond, the Seller may issue a further notice granting an additional 5 Business Days; if that period expires without response, acceptance shall be deemed completed provided that the documented results confirm compliance with the acceptance criteria. This shall not prejudice rights relating to latent defects.
Material defects preventing safe use or achievement of the agreed essential function shall justify refusal of acceptance. Minor defects that do not prevent safe operation shall be recorded in the report together with a deadline for remedy and shall not, by themselves, constitute grounds for refusal of acceptance.
Handover or acceptance of the Machine shall not release the Seller from the obligation to provide documentation required by law or to comply with product safety and conformity obligations. The Buyer must not commence operation if the requirements for safe use have not been met.

§11 Retention of Title

The Goods shall remain the property of the Seller until their full price has been paid. If the Goods are to be released before full payment, the parties shall confirm the retention of title in writing. To be effective against the Buyer’s creditors, a written document bearing a legally certified date is required in accordance with Article 590 of the Polish Civil Code.
Until title passes, the Buyer may not dispose of or encumber the Goods without the Seller’s consent and shall notify the Seller of any seizure by third parties. The Buyer may use the Goods in accordance with their intended purpose and the contract. Recovery of the Goods by the Seller due to payment arrears requires an appropriate legal basis and does not entitle the Seller to enter the Buyer’s premises without authorisation.

§12 Documentation and Intellectual Property Rights

Rights to the Seller’s own designs, CAD models, engineering solutions, source code and know-how shall remain with the Seller or the respective rights holders. Rights to third-party components and software shall be governed by their respective licence terms. These GTC do not transfer to the Seller any rights belonging to other entities.
The Buyer shall receive the operating instructions and documentation required by law and agreed in the order. Protection of know-how shall not justify withholding documentation that must be provided and is necessary for safe operation and maintenance.
As part of the delivery price, the Buyer shall receive a non-exclusive right to use the supplied documentation and installed software for the purpose of operating, diagnosing and maintaining the supplied Machine throughout its operating life. The Buyer may make necessary backup copies to the extent permitted by law and applicable licences.
The Buyer may make necessary documentation available to employees, service technicians and supervisory authorities for the purpose of operating the Machine, subject to confidentiality appropriate to the recipient’s role. The Buyer may not use such documentation to manufacture a copy of the Machine or distribute designs or source code without the consent of the rights holder.
Delivery of editable CAD designs, PLC or HMI source code, and any transfer of rights require a separate agreement. These restrictions do not prejudice any rights arising under mandatory provisions of law.

§13 Quality Warranty

The Seller is the warrantor. Unless otherwise provided in the quotation, contract or warranty document, the Seller provides a 12-month warranty for the Machine and for new parts and accessories sold separately. The warranty covers design, material and workmanship defects that become apparent during this period.
For the Machine, the warranty period shall commence upon final acceptance or commissioning, whichever occurs first. If commissioning has not been ordered, it shall commence upon release of the Machine. If acceptance or commissioning is delayed solely for reasons attributable to the Buyer, the warranty period shall commence on the 31st day following notification that the Machine is actually ready for acceptance, but not before a complete Machine conforming to the contract has been made available. For parts sold separately, the warranty period shall commence upon release.
The warranty applies at the agreed installation site. Relocation of the Machine requires notification to the Seller; relocation shall not in itself invalidate the warranty, but damage resulting from improper relocation shall not be covered. Additional service costs at another location require prior agreement.
A warranty claim shall be submitted in documentary form to the address used by the Seller for handling the order or to the service address specified in the operating instructions. It should include the order details, model and serial number, description of the symptoms, operating conditions and any available photographs or messages. The Seller shall identify any missing information required for diagnosis.
The Seller shall commence analysis of a complete claim within 3 Business Days. The Buyer shall provide safe access and permit diagnostics and, where there is a risk of further damage or danger, shall shut down the Machine.
At its option, the Seller shall repair or replace the defective component or Machine using a solution that restores conformity with the contract. Repairs may be carried out remotely, on site or at the Seller’s premises. Replacement by the Buyer may be agreed only where the Buyer has the required competence and such replacement can be performed safely.
The warranty obligations shall be performed within 30 Business Days from the date the Machine is made available at the agreed repair location or the defective part and information necessary to determine the defect are provided. Before expiry of that period, the parties may agree in documentary form on a different deadline due to the need to manufacture a non-standard part or due to the complexity of the repair. Information concerning unavailable parts alone shall not unilaterally extend the deadline.
The Seller shall bear the costs of an accepted warranty repair, required parts and agreed transport to and from the repair location and, in the case of an on-site repair, the necessary travel to the agreed installation site. The Buyer shall not dispatch the Machine without first agreeing on safe transport arrangements.
Following replacement of an item or a substantial repair, the warranty period shall recommence in accordance with Article 581 of the Polish Civil Code; where a part is replaced, this shall apply to that part. In other cases, the warranty period shall be extended by the period during which the defect prevented use. Replacement of an individual part shall not automatically commence a new warranty period for the entire Machine.
The Seller shall not make consideration of a warranty claim conditional upon additional paid inspections not specified in the contract or operating instructions. Maintenance requirements should be communicated to the Buyer no later than upon release of the Machine.

§14 Warranty Exclusions

The warranty does not cover normal wear and tear, consumables, or routine maintenance, cleaning, calibration and adjustments resulting from operation. This applies in particular to seals, O-rings, filters, hoses, nozzles, static mixers, working elements of pumps and valves, and drive components to the extent of their normal wear.
The mere classification of a component as a wear part does not exclude warranty coverage for a defect in its material, workmanship or design. Pumps, bearings and seals are not excluded from the warranty in their entirety solely because they are subject to wear during operation.
The warranty does not cover damage caused by improper transport or storage after transfer of risk, incorrect installation performed outside the Seller’s responsibility, use contrary to the operating instructions, overloading, failure to carry out required maintenance, or unsuitable utilities.
The exclusion includes damage caused by contaminated or moisture-affected raw materials, substances not agreed with the Seller, improper temperature or viscosity, material curing within the system, electrical surges, fire, flooding or corrosion resulting from conditions other than those agreed.
An unauthorised repair, software modification or use of a different part shall exclude warranty coverage only to the extent that the relevant defects or damage are causally connected with such intervention. It shall not automatically invalidate the warranty for other unrelated components. Operation of the Machine with removed or defective safety devices is prohibited.
If diagnostics show that the cause is excluded from warranty coverage, the Seller shall provide justification and a quotation for paid work before carrying it out. Diagnostic and travel costs may be charged to the Buyer only if the Buyer was informed in advance of the applicable rules and rates and accepted those costs in the event of an unjustified claim.

§15 Statutory Liability for Defects (Rękojmia)

To the extent permitted by law, the parties exclude the Seller’s statutory liability under the Polish Civil Code for physical and legal defects of the Goods pursuant to Article 558 §1 of the Polish Civil Code. This exclusion shall not apply where mandatory provisions of law prohibit such exclusion or where a defect has been fraudulently concealed.
The exclusion of statutory liability for defects does not affect the warranty granted by the Seller or the obligation to perform the contract in accordance with the agreed specification. Liability for damages shall be governed by the following section to the extent permitted by law.

§16 Seller’s Liability

The Seller shall be liable for non-performance or improper performance of the contract in accordance with applicable law, subject to the limitations set out below.
The Seller’s total liability for damages in connection with a particular contract, irrespective of the basis of the claim and the number of events, shall be limited to the net price of the Goods to which the damage relates or, in the case of a standalone service, to the net remuneration for that service. Where the damage cannot be attributed to a single item, the limit shall be the total net value of the relevant contract.
To the extent permitted by law, liability for loss of benefits, lost profits and orders, downtime and loss of production, costs of substitute production and rental of substitute equipment, and contractual penalties payable by the Buyer to its customers or other contracting parties is excluded.
The above limitations and exclusions shall not apply to damage caused intentionally, personal injury, or liability that cannot legally be limited or excluded, in particular statutory product liability. They shall not limit the obligation to perform warranty obligations or to refund payments due following effective withdrawal from the contract.
The Seller shall not be liable for damage to the extent caused by the Buyer’s actions or circumstances for which the Seller is not responsible. This includes, among other things, unsuitable materials, incorrect settings and process changes, unless resulting from errors of the Seller or its instructions.
The Seller does not guarantee the profitability of production or the quality of finished products where these depend on the Buyer’s formulation and process, unless the Seller has expressly undertaken such an obligation. This does not exclude liability for the agreed functions of the Machine.
The Buyer shall take reasonable measures to mitigate damage. Commissioning a third party to carry out repairs at the Seller’s expense requires the Seller’s prior consent, except where such right arises under applicable law. Late notification shall not automatically result in the loss of all claims; its consequences shall be assessed in accordance with applicable law and its actual impact on the damage.

§17 Service and Spare Parts

Paid service shall be provided on the basis of an accepted quotation or agreed rates, specifying the costs of diagnostics, labour, travel, accommodation and parts. Work exceeding the accepted scope requires agreement.
The Buyer shall provide access and safe working conditions, disconnect utilities where required and prepare the Machine in accordance with the agreed arrangements. The Seller may suspend work in the event of a hazard and shall inform the Buyer of the conditions for resuming the work.
The warranty for a standalone repair service shall be 6 months from acceptance of the service and shall cover the proper performance of the work. New parts supplied as part of paid service shall be covered by the warranty under §13 unless expressly agreed otherwise. The service warranty does not cover parts of the Machine outside the scope of the service order.
Completion of the service shall be confirmed by a report specifying the work performed, parts replaced and recommendations. Availability of parts and their delivery time shall be confirmed for each specific order.

§18 Force Majeure and Final Provisions

Force majeure means an extraordinary external event which a party could not reasonably foresee or avoid despite exercising due care, such as a natural disaster, war or an administrative prohibition preventing performance. An ordinary increase in prices or an ordinary supplier delay shall not, in itself, constitute force majeure.
The affected party shall promptly notify the other party of the impact of the event, take measures to mitigate its effects and provide the anticipated duration of the impediment. Deadlines shall be extended by the period during which the impediment actually affects performance. If the impediment continues for 60 days, the parties shall agree on further action and, if performance remains impossible, either party may terminate the unperformed part of the contract by a declaration made in documentary form. Payments made for unperformed obligations shall be settled and refunded; useful completed parts may be taken over for agreed remuneration.
The parties shall keep confidential any non-public technical and commercial information received in connection with performance of the contract. Such information may be disclosed to employees, advisers, insurers and authorities to the extent necessary to perform obligations or enforce rights.
The contracts shall be governed by Polish law. In international sales, application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded to the extent permitted by law.
The parties shall seek to resolve disputes amicably. Court jurisdiction shall be determined in accordance with applicable law unless the parties validly agree in writing on jurisdiction of the court having jurisdiction over the Seller’s registered office. This provision shall not prejudice exclusive jurisdiction or statutory protection afforded to the Buyer.
The invalidity or ineffectiveness of any provision shall not affect the remaining provisions, provided that the contract can remain in force without the invalid provision. Matters not regulated herein shall be governed by applicable law.