General Terms and Conditions

§ 1. General Provisions

These General Terms and Conditions of Sale (hereinafter “GTCS”) define the rules for concluding contracts for the sale of goods and services offered by RB Poland Sp. z o.o., with its registered office in Tychy, ul. Turyńska 100, 43-100 Tychy, entered in the Register of Entrepreneurs of the National Court Register kept by the District Court Katowice-Wschód in Katowice, VIII Commercial Division of the KRS under number KRS 0000236852, holding tax identification number NIP 6462685277, REGON 240091956, with share capital of PLN 55,500.00, operating as a limited liability company — hereinafter referred to as the “Seller”.
The GTCS constitute an integral part of all sales contracts concluded by the Seller with business entities (hereinafter referred to as Buyers), including natural persons conducting business activity, if the purchase is of a professional nature.
The GTCS are made available to the Buyer before concluding the contract and form the basis for its performance, unless the parties agree otherwise in writing and such change is expressly included in the commercial offer presented by the Seller. In case of discrepancies, the provisions of the individual contract shall take precedence over the GTCS.
All offers, calculations, drawings and other documents made available to the Buyer by the Seller are confidential and constitute a trade secret. They may not be disclosed to third parties without the prior written consent of the Seller.

§ 2. Orders and Offers

Commercial information provided by the Seller, including price lists and promotional materials, is for information purposes only and does not constitute an offer within the meaning of the Civil Code.
A contract is concluded at the moment the Seller issues written confirmation of order acceptance or at the moment an invoice or other proof of sale is issued.
The basis for the performance of the contract is the order placed by the Buyer in electronic form (e-mail) or in writing.
For service operations, the contract is deemed concluded upon delivery of the equipment to the Seller’s service center or upon the arrival of the Seller’s service technicians at the location indicated by the Buyer, provided that the Buyer has previously submitted a written order for the service or diagnostic operation. Notification of this fact by electronic means (e-mail) is considered equivalent to written form and sufficient for the purpose of concluding the contract.
The Seller reserves the right to refuse to fulfill an order in the event of stock depletion or for other important reasons, about which the Buyer will be informed within 3 business days from receipt of the order.
Cancellation of an order by the Buyer is possible only with the prior written consent of the Seller. In such case, the Buyer is obliged to cover all costs incurred by the Seller in connection with the order fulfillment up to the moment of cancellation.
Any changes to the order after its confirmation by the Seller must be made in writing and may affect the price and delivery time.

§ 3. Prices and Payment Terms

All prices quoted in offers are net prices, to which value added tax (VAT) at the rate applicable on the date of invoice issuance will be added.
Payment terms are specified in the order confirmation, invoice or contract. In the absence of contractual arrangements, the payment term is 14 days from the date of invoice issuance by the Seller.
Unless otherwise specified, prices do not include delivery, unloading, assembly or transport insurance costs.
The Seller reserves the right to adjust the price in the event of significant changes in exchange rates, customs duties, or sharp increases in the prices of raw materials or components. The Buyer will be informed of any price change prior to delivery.
For the first three transactions with a new Buyer, the standard payment term is 100% prepayment or cash on delivery. Payment terms for subsequent orders are agreed individually.
The Seller may condition order fulfillment on receipt of an advance payment. The delivery time begins from the date of crediting the payment to the Seller’s account and final agreement of all technical details.
The date of payment is the date of crediting the funds to the Seller’s bank account.
In case of late payment, the Seller has the right to charge statutory interest for late payment in commercial transactions.
Late payment exceeding 14 days entitles the Seller to suspend fulfillment of further orders and deliveries until all outstanding amounts are settled.
The Buyer is not entitled to withhold payment or make any deductions from amounts due to the Seller without the Seller’s prior written consent.
By concluding a contract with the Seller (placing an order) and accepting these GTCS, the Buyer authorizes the Seller to issue VAT invoices without the Buyer’s signature and to deliver them electronically.

§ 4. Execution and Delivery

The delivery date indicated in the offer or order confirmation is approximate and depends on the availability of goods, components and other logistical factors beyond the Seller’s control. The Seller undertakes to make every effort, with due diligence, to meet the specified delivery date.
Deliveries, installations and services are carried out from Monday to Friday between 8:00 AM and 4:00 PM, unless the parties agree otherwise.
The obligation to unload the goods and provide the necessary equipment and personnel for this process lies with the Buyer.
If the goods are not collected at the agreed time for reasons attributable to the Buyer, the Seller has the right to charge the Buyer with storage costs of PLN 16 net for each day of delay and for each m² of space occupied by the uncollected goods.
For diagnostic service operations, the Seller may charge a storage fee if the equipment is not collected within the agreed period. If no collection deadline was individually set, it is deemed to expire on the day the service offer validity ends. The storage fee is PLN 16 net for each day of delay per m² of space occupied by the equipment, rounded up to full square meters. After the collection deadline, the Seller is not liable for any damage, deterioration or other physical changes to the equipment unless caused by the Seller’s willful misconduct.

§ 5. Acceptance of Goods and Transfer of Risk

The Buyer is obligated to inspect the quantity and quality of the goods upon receipt, in the presence of the carrier.
Any quantity shortages or visible transport damage must be noted on the transport document or in a separate damage report signed by the Buyer’s representative and the carrier. Even the slightest damage to the packaging must be duly recorded.
Failure to prepare a damage report at the time of receipt may be a basis for rejecting claims for transport damage.
Hidden defects, not detectable at the time of receipt, must be reported to the Seller in writing within 2 business days from the date of delivery.
Upon release of the goods to the Buyer or the carrier, all risks associated with possession, use and operation of the goods pass to the Buyer, including the risk of loss, damage, and liability for any harm caused to third parties or property arising from operation, faulty operation, improper use, or inadequate securing of the goods, unless caused by the Seller’s willful misconduct.

§ 6. Retention of Title

The Seller retains ownership of the sold goods until the Buyer has paid the full price and all other amounts due under the sales contract.
In the event of bankruptcy or restructuring proceedings against the Buyer, the Buyer is obliged to mark the goods in a manner that clearly indicates the Seller’s ownership rights.
If the goods constituting the Seller’s property are seized in enforcement proceedings, the Buyer is obliged to immediately inform the Seller and take all actions to protect the Seller’s rights.
In the event of non-payment by the due date, the Seller is entitled to repossess the goods from the Buyer at the Buyer’s expense. The Buyer shall hand over the goods at the first request of the Seller and pay remuneration for the period of possession of the contract item. This remuneration is calculated based on the contract value specified in the commercial offer, assuming an annual depreciation period—i.e., 1/365 of the device’s value per day from the delivery date—increased by 10%. The remuneration is payable no later than the day on which the Buyer is obliged to return the goods.
The Buyer bears full responsibility for any costs arising from wear, damage or deterioration of the goods during the period of use.

§ 7. Warranty and Liability for Defects

Detailed warranty conditions may be appended to an individual commercial offer. In such case, the provisions of those detailed warranty conditions shall take precedence over the general rules set out in this paragraph.
The Seller undertakes to remedy defects in the goods resulting from faulty design or material defects, or to replace the goods with a defect-free item. The Seller’s liability under the warranty is limited to defects reported in writing or electronically to service@rb-poland.com within 7 days from detection and no later than 12 months from the delivery date of the goods.
A warranty claim must include the following information and documents:
1. exact date and time of anomaly detection,
2. serial number of the device concerned,
3. contact details of the claimant (name, position, telephone number, e-mail address),
4. detailed description of the circumstances in which the anomaly occurred or was noticed,
5. log file from the server application with the date of anomaly detection (if logging system is available),
6. inspection cards from the three production shifts immediately preceding the failure, including the card from the shift on which the failure was detected,
7. anomaly report card documenting the event.
Failure to provide any of the above elements may result in rejection of the warranty claim or extension of its processing time.
The Seller’s obligations under this warranty are limited to an aggregate amount not exceeding the net price of the given goods, which may be reduced by the degree of wear and tear determined proportionally to the period and intensity of use, unless the defect results from a hidden design or material flaw.
Acceptance and consideration of a warranty claim requires the Buyer to have fully paid for the delivered goods by the due date. In case of non-payment, the Seller reserves the right to withhold consideration of the claim until payment is made. If despite three payment reminders the Buyer fails to pay, the Seller may terminate the warranty entirely without further obligations.
The Buyer bears the cost of delivering the claimed goods to the location specified by the Seller.
If the Buyer cannot deliver the claimed device to the specified location, warranty service may be performed at the installation site after prior written agreement with the Seller. In such case, the Buyer bears all additional costs associated with off-site service, including technicians’ travel expenses, transport of tools and spare parts, accommodation, per diems, and other delegation-related expenses, documented for settlement with the Buyer.
The warranty does not cover:
1. parts subject to natural wear during use,
2. mechanical, chemical or thermal damage,
3. damage resulting from improper installation (if not performed by the Seller), use, maintenance or storage,
4. defects arising from modifications or repairs performed without the Seller’s written consent.
By granting the warranty, the parties exclude the Seller’s liability under statutory warranty for physical defects to the fullest extent permitted by law.

§ 8. Software

RB Poland Sp. z o.o. grants the user a license to use the software provided with the product, which is valid only in connection with the use of that product and for the entire period of its operation. The license is assigned to the specific device on which the software was originally installed and may not be transferred to another device without the prior written consent of RB Poland Sp. z o.o.
If the software originates from external suppliers (i.e., is not owned by RB Poland Sp. z o.o.), the client receives a sublicense under the terms of the agreement between RB Poland Sp. z o.o. and the original rights holder, provided this is explicitly included in the commercial offer.
RB Poland Sp. z o.o. is not liable for licensing errors of third-party software or for incorrect license selection to meet the Buyer’s needs, unless the software license was explicitly included in the commercial offer or contract. The Buyer is responsible for monitoring the validity and compliance of third-party software licenses used with the product.
Copying the software, in whole or in part, by any means or form is prohibited. RB Poland Sp. z o.o. does not allow translation, modification, adaptation or interference with its structure.
The Seller is not responsible for protecting the software against unauthorized access, introduction of malicious changes, malware or other third-party actions.
Reverse engineering, functional changes or removal of the software from the product are prohibited.

§ 9. Liability and Contractual Penalties

The Seller’s liability to the Buyer for non-performance or improper performance of the Contract is limited solely to actual damage incurred by the Buyer. The Seller is not liable for lost profits, indirect or consequential damages, in particular production loss, revenue, data, clients, reputation, or other business interruptions.
The Seller’s total indemnity liability, regardless of the legal basis of the claim, is limited to 5% of the net value of the given order, provided that the total compensation does not exceed 5% of the payment made by the Buyer for that order.
In case of the Seller’s delay in delivery, the Buyer may impose a contractual penalty of 0.1% of the net value of the undelivered portion of the order for each day of delay. The total penalties may not exceed 5% of the payment made by the Buyer for the delayed portion of the order, calculated as of the start date of the penalty.
If the Buyer cancels the order for reasons beyond the Seller’s control, the Seller may charge the Buyer a contractual penalty of up to 30% of the gross order value. The penalty amount depends on the costs incurred by the Seller in initiating the order, including preparatory costs, material purchases, resource reservations, and loss of expected profit from the order cancellation.
Claims for contractual penalties may be enforced by the Seller after contract termination, withdrawal or expiry, if the breaches giving rise to them occurred during the contract term. This provision is consistent with the principle of contractual liability under Article 471 of the Civil Code.
Reservation of contractual penalties in favor of the Seller does not exclude its right to claim damages exceeding the penalty value if actual damage exceeds the penalty. In accordance with Article 484 § 1 of the Civil Code, the parties may reserve the right to claim damages exceeding the contractual penalty, which is hereby confirmed.
The Buyer may impose contractual penalties on the Seller only after full settlement of all outstanding payments from prior contracts, orders or obligations to the Seller. Until full settlement of these arrears, the Seller reserves the right to suspend new obligations, refuse recognition of penalty claims and refuse to commence penalty calculation. This provision is justified by the principle of performing obligations according to their content and in good faith (Art. 354 § 1 Civil Code) and the prohibition of abuse of subjective rights (Art. 5 Civil Code).

§ 10. Safety

The Buyer undertakes to use the product only in accordance with the operating instructions and to properly train its employees, partners and customers in correct use and operation of the product. At the Seller’s request, the Buyer shall provide information about its experience with the product’s performance.
RB Poland Sp. z o.o. provides for replacement of any safety labels and instructions on the product that have become unreadable or lost. The Buyer bears the costs of re-labeling. RB Poland Sp. z o.o. reserves the right to independently develop new versions of safety markings at its discretion.
If required by applicable regulations, RB Poland Sp. z o.o. may provide declarations of conformity for an additional fee, provided there is an obligation to archive original documents. These provisions do not limit RB Poland Sp. z o.o.’s obligations under mandatory legal regulations.
In case of damage caused to a third party by a device delivered by RB Poland Sp. z o.o., the Buyer, as owner or user of the product, is liable for such damage. The Buyer agrees to release RB Poland Sp. z o.o. from all obligations and claims of third parties arising from such event.
If a third party asserts a claim against the Seller in connection with damage caused by the contract product, the Buyer assumes full responsibility and agrees to release RB Poland Sp. z o.o. from all obligations and liabilities regarding such claims.

§ 11. Final Provisions

The Seller reserves the right to make design and technical changes to offered products due to technological progress, provided they do not materially worsen the functional parameters of the ordered goods, maintaining overall correctness and functional utility of the product as a whole.
The parties are not liable for non-performance or improper performance of obligations if caused by force majeure (e.g., war, fire, flood, epidemic, strikes, governmental acts).
Disputes arising from the performance of contracts covered by these GTCS shall be resolved by the common court having jurisdiction over the Seller’s registered office.
Matters not regulated by these GTCS shall be governed by Polish law, in particular the Civil Code.
If individual provisions deviating from these GTCS are included in the Seller’s dedicated commercial offer, those provisions shall take precedence and constitute the binding terms of cooperation in the scope of that offer. In other respects, these GTCS shall apply.
In the absence of different arrangements in the dedicated commercial offer, these GTCS shall be deemed the sole terms of sale and accepted by the Buyer upon placing an order.
The Buyer waives the application of its own general purchasing terms or other standard contractual documents, unless they have been expressly accepted by the Seller in the dedicated commercial offer. Even in such case, the provisions of the Seller’s dedicated commercial offer have priority over the Buyer’s general terms and constitute the superior terms of cooperation in the scope of the offer.
All arrangements, especially oral or telephone agreements and additional contractual agreements, are legally binding only if confirmed in writing by the Seller.
The GTCS are deemed delivered to the Contractor if referenced in the offer, contract, order confirmation or invoice, along with an indication of the Seller’s website where the full text of the GTCS is available.
These GTCS enter into force on 07 August 2025 and apply to all orders placed from that date.

RB Poland Sp. z o.o. Tychy, 07.08.2025