General Terms and Conditions

This English translation of the General Terms and Conditions is provided for information only. The legally binding version is the Polish version (Ogólne warunki handlowe); in the event of any discrepancy, the Polish version prevails.

General Terms and Conditions of ASPERA Sp. z o.o. – Effective from 20.10.2026.

§ 1. General provisions and Seller details

1. These General Terms and Conditions (“GTC”) set out the rules for concluding and performing contracts under which ASPERA Sp. z o.o., with its registered office in Bodzechów, ul. Kolejowa 1, 27-420 Bodzechów, entered in the Register of Entrepreneurs of the National Court Register kept by the District Court in Kielce, 10th Commercial Division of the National Court Register, under KRS number 0000203181, NIP (tax ID) PL 6611945112, REGON 290967591 (“ASPERA”), sells, manufactures, delivers or installs products and provides services to Clients.

2. Contact with ASPERA: e-mail biuro@aspera.com.pl, tel. +48 41 263 35 83, correspondence address: ul. Kolejowa 1, 27-420 Bodzechów, Poland.

3. The GTC constitute a standard contract form within the meaning of Article 384 of the Polish Civil Code. They are made available at https://aspera.com.pl/ogolne-warunki-handlowe/ in a manner enabling them to be downloaded, stored and reproduced, and the Offer contains a reference to them.

4. The GTC apply to contracts concluded with Clients who are entrepreneurs. ASPERA concludes contracts with consumers only on individually agreed terms, and the GTC apply to them only to the extent consistent with consumer protection laws.

5. The provisions of an Offer or of a contract concluded in writing or in electronic form take precedence over the GTC. The Client’s general terms and conditions are not binding on ASPERA unless ASPERA expressly accepts them in writing or in electronic form (Article 385⁴ of the Civil Code).

§ 2. Definitions

1. Client – an entrepreneur (a natural person, legal person or organisational unit) who sends ASPERA a request for quotation or concludes a Contract with ASPERA.

2. Entrepreneur with consumer rights – a Client who is a natural person and concludes a Contract directly related to his or her business activity, where the content of the Contract shows that it is not of a professional nature for that person (Articles 385⁵, 556⁴ and 556⁵ of the Civil Code).

3. Offer – a document prepared by ASPERA in writing or in electronic form (e-mail), entitled “Offer”, specifying the subject matter, price, deadline and terms of performance, prepared after the terms have been agreed with the Client.

4. Order – the Client’s declaration accepting the Offer, made in writing or in electronic form.

5. Contract – a contract of sale, supply, specific work, construction works or provision of services (including installation) concluded between ASPERA and the Client in accordance with § 4.

6. Subject of the Contract – products manufactured or supplied by ASPERA (in particular steel and aluminium structures, canopies, cladding, signage and visual identity elements, advertising devices, partitions and car-wash equipment elements) and services, including design, installation and maintenance services – to the extent specified in the Offer.

7. Design – designs, drawings, visualisations, technical documentation and other materials prepared by ASPERA.

8. Force majeure – an external event that could not be foreseen or prevented despite due diligence (e.g. natural disasters, acts of war, epidemics, decisions of public authorities, general strikes).

9. Website – the website www.aspera.com.pl.

§ 3. Information on the Website

1. Information about products and services on the Website and in information materials (including PDF files) is for information purposes and constitutes an invitation to conclude a contract within the meaning of Article 71 of the Civil Code. It does not constitute an offer within the meaning of Article 66 or Article 66¹ of the Civil Code.

2. ASPERA does not publish prices on the Website or in information materials. Prices are set individually and are stated only in the Offer.

3. Descriptions, photographs, visualisations and parameters are illustrative. The binding parameters of the Subject of the Contract are set out in the Offer or the Contract.

§ 4. Request for quotation, Offer and conclusion of the Contract

1. The Client may send a request for quotation by e-mail, via the contact form on the Website or in writing. Talks and correspondence preceding the Offer constitute negotiations.

2. After the terms have been agreed, ASPERA sends the Client an Offer. The Offer is binding on ASPERA for the period stated in it or, if no period is stated, for 14 days from its sending.

3. The Contract is concluded when ASPERA receives an Order accepting the Offer without reservations. An Order containing changes or reservations is deemed a new proposal, which binds ASPERA only once confirmed by ASPERA in writing or in electronic form.

4. For non-standard orders or orders of considerable value, ASPERA may make conclusion of the Contract conditional upon signing a separate written contract.

5. If the Contract covers the manufacture of a product according to a Design or graphics, ASPERA starts production after the Client has accepted the Design in writing or in electronic form. Acceptance of the Design confirms the dimensions, colours, content and solutions adopted in it; changes after acceptance are treated as an amendment of the Contract in accordance with section 6.

6. Any change to the scope or terms of the Contract after its conclusion requires ASPERA’s consent given in writing or in electronic form. The costs and time effects of a change introduced at the Client’s request are borne by the Client.

7. If, after conclusion of the Contract, for reasons beyond ASPERA’s control, there is a significant change in the costs of performance (in particular prices of materials or subcontractor services), ASPERA may propose a change of price. Within 3 business days of receiving the proposal, the Client may withdraw from the Contract in its unperformed part; in that case ASPERA refunds the unused part of the advance payment and the Client has no other claims. Failure to withdraw within that period means acceptance of the change.

8. A Client who is a natural person conducting business activity may, at the latest when concluding the Contract, declare whether the Contract is of a professional nature for him or her. ASPERA does not make conclusion of the Contract conditional upon such a declaration (Article 385⁵ § 1¹ of the Civil Code).

§ 5. Prices and payments

1. Prices stated in the Offer are net prices, to which VAT is added at the rate applicable on the date the tax obligation arises. Unless the Offer provides otherwise, prices cover handover of the Subject of the Contract at ASPERA’s premises (ex ASPERA works), excluding the costs of special packaging, transport, unloading and installation.

2. The Client shall pay an advance in the amount stated in the Offer, not lower than 40% of the gross value of the Order, unless the Offer provides otherwise. The performance period runs from the date the advance is credited to ASPERA’s account. The remaining part of the price is payable before handover of the Subject of the Contract, unless the Offer or invoice specifies a different payment date.

3. If the Client withdraws from the Contract or the Contract is not performed for reasons attributable to the Client, ASPERA may set off the advance against documented costs incurred in connection with performance of the Contract (in particular materials purchased, Designs and work performed); ASPERA refunds any surplus to the Client.

4. Payments shall be made only by bank transfer to ASPERA’s bank account held with ING Bank Śląski S.A., stated on the invoice and in the Offer. ASPERA does not settle payments through accounts held with other banks. Any information about a change of bank account must be confirmed by telephone at +48 41 263 35 83 before payment is made.

5. Payments in euro shall be made to ASPERA’s EUR currency account held with ING Bank Śląski S.A. If the Client pays an amount denominated in euro to an account held in Polish zloty, the Client bears the costs and exchange differences resulting from currency conversion, and the amount is deemed paid in the amount corresponding to the euro equivalent obtained by ASPERA after conversion.

6. Where the Polish VAT Act requires the split payment mechanism (invoices with a total amount due exceeding PLN 15,000 gross, documenting supplies or services listed in Annex 15 to that Act, issued to VAT taxpayers), the invoice bears the annotation “mechanizm podzielonej płatności” (split payment mechanism) and the Client pays using that mechanism. The split payment mechanism does not apply to payments from foreign contractors.

7. The date of payment is the date ASPERA’s bank account is credited.

8. In the event of late payment, ASPERA is entitled to statutory interest for late payment in commercial transactions and to compensation for debt recovery costs in accordance with the Polish Act of 8 March 2013 on counteracting excessive delays in commercial transactions.

9. In the event of late payment, ASPERA may suspend performance of the Contract or handover of further batches of the Subject of the Contract until overdue amounts are paid; the performance period is then extended accordingly.

10. ASPERA may make performance of the Contract conditional upon the provision of payment security (in particular a bank guarantee, documentary letter of credit or promissory note). The type of security is specified in the Offer.

§ 6. Performance periods

1. The performance period is specified in the Offer. It runs from the latest of: payment of the advance, final acceptance of the Design by the Client, and delivery by the Client of the data, documents or decisions necessary for performance (including access to the installation site).

2. The performance period is extended by the duration of circumstances beyond ASPERA’s control, in particular delays in deliveries of materials from suppliers, delivery of defective materials, machine breakdowns, weather conditions preventing installation, the installation site not being ready, or Force majeure. ASPERA informs the Client of such circumstances without delay.

3. If the circumstances referred to in section 2 last longer than 90 days, either Party may withdraw from the Contract in its unperformed part, after settlement of work performed and costs incurred.

§ 7. Handover, transport and installation

1. ASPERA notifies the Client that the Subject of the Contract is ready for collection by e-mail, telephone or in writing. Unless the Offer provides otherwise, handover takes place at ASPERA’s premises.

2. At the Client’s request, ASPERA arranges transport to the address indicated, at the Client’s cost. ASPERA prepares the Subject of the Contract for transport using appropriate packaging.

3. The Client provides unloading, unless the Offer provides otherwise. Partial deliveries are permitted.

4. If the Contract includes installation, the Client shall ensure on the agreed date: that the installation site is ready and accessible, a substrate or foundations compliant with the documentation, access to electricity, the required permits, notifications and approvals (unless the Offer entrusts them to ASPERA), and information on the routing of underground and overhead installations. The Client is responsible for the legal admissibility of placing the Subject of the Contract at the installation site (in particular consents of the property owner or manager, building law, local zoning plans and landscape resolutions), unless the Offer entrusts obtaining such consents to ASPERA. The costs of downtime and repeat visits resulting from failure to meet these conditions are borne by the Client.

5. Use of the Subject of the Contract requires compliance with ASPERA’s installation rules, instructions and technical requirements. Training or a demonstration takes place at the Client’s request, at ASPERA’s premises or at the installation site, on a date agreed by the Parties.

§ 8. Acceptance

1. Acceptance of the Subject of the Contract is confirmed by an acceptance report (partial or final) or a delivery note (WZ), signed by the Client or an authorised person.

2. The Client inspects the Subject of the Contract on acceptance for quantity and quality. Visible discrepancies and damage are entered in the report or delivery note and, in the case of transport, also in the transport document, with photographic documentation.

3. An unjustified refusal of acceptance entitles ASPERA to draw up a unilateral acceptance report, which has the effects of acceptance. Insignificant defects do not entitle the Client to refuse acceptance; ASPERA remedies them within an agreed period.

4. Upon handover of the Subject of the Contract to the Client or to a carrier indicated by the Client, or upon signing of the acceptance report (in the case of installation), the benefits and burdens and the risk of accidental loss of or damage to the Subject of the Contract pass to the Client.

§ 9. Retention of title

1. To the extent permitted by law, the Subject of the Contract remains the property of ASPERA until the full price, including ancillary amounts, has been paid (Article 589 of the Civil Code). Retention of title does not cover elements that, as a result of installation, have become a component part of real property or a building – from the moment of such installation.

2. Until then, the Client may not sell, encumber, process or otherwise dispose of the Subject of the Contract without ASPERA’s consent and, in the event of resale, shall notify the purchaser of the retention of title. The Client shall store the Subject of the Contract with due care.

3. In the event of delay in payment, ASPERA may, after an unsuccessful demand for payment within an additional period, withdraw from the Contract and demand return of the Subject of the Contract covered by the retention of title.

§ 10. Guarantee

1. The terms and period of the quality guarantee for ASPERA’s products and services are set out in each case in the Offer, the contract or the guarantee card issued for the given product.

2. The Client sends guarantee claims and complaints to biuro@aspera.com.pl or in writing, with a description of the defect, photographic documentation and the invoice or Contract number. ASPERA assigns a number to the claim, which the Client quotes in further correspondence, and processes it within 14 days of receiving the complete claim.

3. Minor deviations in colour, shade, texture or dimensions within the tolerances appropriate for the materials and technology (including differences between batches of material) do not constitute a defect.

§ 11. Statutory warranty (rękojmia)

1. In relations with Clients who are entrepreneurs, ASPERA’s liability under the statutory warranty for physical defects is limited in such a way that the Client is entitled to demand removal of the defect or replacement of the item with one free from defects, at ASPERA’s choice, and the warranty rights expire 12 months after the date of handover of the Subject of the Contract (Article 558 § 1 of the Civil Code). If ASPERA does not remove the defect or replace the item within an appropriate time, the Client is entitled to the rights provided for in the Civil Code.

2. An exclusion or limitation of the statutory warranty is ineffective if ASPERA fraudulently concealed the defect from the Client (Article 558 § 2 of the Civil Code).

3. The limitations referred to in sections 1 and 4 do not affect the rights of a Client who is an entrepreneur with consumer rights under mandatory provisions, in particular Articles 385⁵ and 556⁵ of the Civil Code; such a Client does not lose warranty rights if the deadlines for inspecting the item and notifying the defect are not met.

4. The Client shall inspect the Subject of the Contract on acceptance in the manner customary for items of that kind and notify ASPERA of a defect without delay, no later than within 14 days of its discovery (Article 563 of the Civil Code).

§ 12. Limitation of liability

1. ASPERA is not liable for damage resulting from improper installation or dismantling carried out by the Client or third parties, use contrary to the intended purpose or instructions, lack of maintenance, the action of external factors (including forces of nature and environments harmful to the materials), or for matching ASPERA’s products with products of other suppliers.

2. If the Subject of the Contract is made according to a design, pattern, dimensions or data provided by the Client, ASPERA is liable only for conformity of the work with those data, not for their correctness.

3. In relations with Clients who are entrepreneurs, ASPERA’s liability for non-performance or improper performance of the Contract does not cover lost profits and is limited to the net value of the Contract. The limitation does not apply to damage caused intentionally or through gross negligence, personal injury, or to a Client who is an entrepreneur with consumer rights.

§ 13. Force majeure

1. The Parties are not liable for non-performance or improper performance of the Contract caused by Force majeure. The Party affected by Force majeure shall notify the other Party without delay.

2. If Force majeure lasts longer than 90 days, either Party may withdraw from the Contract in its unperformed part, after settlement of work performed and costs incurred.

§ 14. Rights to Designs

1. Designs prepared by ASPERA are works within the meaning of the Polish Act of 4 February 1994 on Copyright and Related Rights and may be protected under the Polish Act of 30 June 2000 – Industrial Property Law.

2. Until the author’s economic rights are transferred or a licence is granted, only ASPERA is entitled to use and dispose of the Design. The Client may use the Design solely for the purpose of concluding and performing the Contract with ASPERA; in particular, the Client may not pass the Design to a third party for the purpose of manufacturing a product or providing a service on its basis.

3. Transfer of the author’s economic rights to a Design requires a contract in writing, under pain of nullity, specifying the fields of exploitation and the remuneration. If the Parties agree on a transfer of rights, it takes place upon payment of the full remuneration, unless the contract provides otherwise.

4. The Client represents that the materials provided to ASPERA (in particular logos, trademarks and graphics) do not infringe the rights of third parties and is liable to ASPERA for damage resulting from any such infringement.

5. ASPERA may publish photographs of completed projects in its information materials and on the Website, unless the Client objects in writing or in electronic form.

§ 15. Confidentiality

1. The Parties shall keep confidential the commercial, technical and financial information of the other Party obtained in connection with the Contract, including the terms of the Offer and the Designs, and shall not disclose it to third parties without the other Party’s consent, except for information that is publicly known and disclosures required by law or necessary to perform the Contract (e.g. to subcontractors and advisers bound by confidentiality).

2. The confidentiality obligation applies during performance of the Contract and for 3 years after its performance.

§ 16. Personal data protection

1. ASPERA is the controller of the personal data of Clients and their representatives. Data are processed in accordance with Regulation (EU) 2016/679 (GDPR) for the purpose and to the extent necessary to take steps prior to entering into the Contract, to conclude and perform the Contract, to fulfil ASPERA’s legal obligations and to establish, pursue or defend claims.

2. Detailed information, including on legal bases, recipients, retention periods and the rights of data subjects, is provided in the Privacy Policy: https://aspera.com.pl/en/privacy-policy/. Personal data matters can be addressed to biuro@aspera.com.pl.

§ 17. Final provisions

1. The Contracts and the GTC are governed by Polish law, in particular the Civil Code. In Contracts with Clients having their registered office outside Poland, the United Nations Convention on Contracts for the International Sale of Goods done at Vienna on 11 April 1980 is excluded.

2. The Parties will seek to resolve disputes amicably. Disputes arising from the Contracts and the GTC are resolved by the common court having jurisdiction over ASPERA’s registered office. This provision does not apply to consumers or to a Client who is an entrepreneur with consumer rights, for whom jurisdiction is determined by general provisions.

3. In the event of discrepancies between the Polish version of the GTC and its translations, the Polish version prevails.

4. The invalidity or ineffectiveness of any provision of the GTC does not affect the validity of the remaining provisions.

5. ASPERA may amend the GTC for important reasons (in particular changes in legislation, scope of business or market conditions). The amended GTC apply to Contracts concluded after the date of their publication on the Website. ASPERA notifies a Client with whom it has an ongoing relationship, in particular under contracts for continuous or periodic performance, of the change by sending the new text of the GTC; the amended GTC bind such a Client unless the Client terminates the contract at the nearest termination date (Article 384¹ of the Civil Code).

6. The GTC are effective from 20.10.2026. Contracts concluded before that date are governed by the GTC in the version effective from 1.10.2014 (archived Polish version).