§ 1 [General Provisions]

1. The terms used in this document shall have the following meanings:
   1. Supplier – an entrepreneur entering into an Agreement with Drewtur, regardless of whether the Supplier is a natural person, a legal person, or an organizational unit without legal personality to which the law grants legal capacity;
   2. Drewtur – Drewtur Sp. z o.o. with its registered office in Słodków, Słodków 61, 62-700 Turek, Poland, NIP: 6681956575, REGON: 301615823, KRS: 0000929426, BDO: 000017206, having the status of a large enterprise within the meaning of Article 4(6) of the Act of 8 March 2013 on Counteracting Excessive Delays in Commercial Transactions;
   3. Confidential Information – any information relating to Drewtur which is not publicly known and is not freely available to third parties, and with respect to which Drewtur takes measures to maintain confidentiality, including in particular: technical and technological data, information concerning the management and organization of the enterprise, information on Drewtur’s investments, business and marketing strategies, pricing policy data, information on production volumes, distribution, sources of supply, business contacts, information concerning employees and contractors, as well as other information constituting a trade secret or having economic value;
   4. GTC – these General Terms and Conditions of Purchase;
   5. Products – movable goods acquired by Drewtur, in particular materials, raw materials, parts, semi-finished products, finished goods or equipment, which may be goods specified by kind or by identity;
   6. Agreement – an agreement concluded by Drewtur under which Drewtur acquires Products.
2. These GTC constitute an integral part of all Agreements concluded by Drewtur. The GTC shall apply insofar as their provisions have not been expressly amended or excluded in the Agreement.
3. Unless the Parties agree otherwise, the GTC shall apply regardless of the place of business or registered office of the Supplier, including in relation to foreign entrepreneurs.

§ 2 [Conclusion of the Agreement]

1. For the purpose of concluding an Agreement, Drewtur submits an order to the Supplier in documentary form (in particular by means of distance communication, including electronic mail), specifying the quantity and type of Products purchased from the Supplier and, where applicable, their characteristics.
2. The Agreement shall be deemed concluded upon delivery of the order to the Supplier, if the order constitutes acceptance by Drewtur of the Supplier’s offer. In the absence of a prior offer from the Supplier, the Agreement shall be concluded upon acceptance by the Supplier, in documentary form, of the order submitted by Drewtur (in particular by sending appropriate acceptance by means of distance communication), provided that the acceptance takes place within 3 days from the date of receipt of the order. Acceptance after this period shall require confirmation of the validity of the order by Drewtur in documentary form.

§ 3 [Products]

1. The Products must comply with the content of the order and meet quality requirements in accordance with applicable laws and quality standards declared by the Supplier at the time of concluding the Agreement.
2. Together with the Products, the Supplier shall provide Drewtur with all necessary documentation, including in particular certificates and attestations confirming the safety of the Products and their suitability for use.
3. Without Drewtur’s consent, the Supplier may not change the components used in the manufacture of the Products or their proportions, nor use substitutes for the purpose of manufacturing the Products.

§ 4 [Delivery Date]

1. The Supplier shall strictly comply with the delivery dates of the Products specified in the Agreement.
2. At least 3 days prior to the agreed delivery date, the Supplier shall notify Drewtur of readiness for delivery, providing detailed shipment information, including the planned delivery time, shipment size and weight. In the absence of such prior notification, Drewtur shall be entitled to refuse acceptance of the Products.
3. In the event of a risk of failure to meet the delivery deadline, the Supplier shall immediately notify Drewtur in documentary form of the anticipated delay period, its causes and remedial measures taken. Providing such information shall not limit Drewtur’s rights related to delayed delivery.
4. Drewtur may, once and no later than 5 days prior to the agreed delivery date, postpone the delivery date by up to 30 days. Exercise of this right shall not give rise to any claims by the Supplier against Drewtur, in particular for storage or transport costs.
5. If the Supplier fails to deliver the Products on time, Drewtur may withdraw from the Agreement without setting an additional delivery deadline. Withdrawal shall take effect for the future and shall not affect the right to impose contractual penalties accrued up to the date of withdrawal.

§ 5 [Delivery Conditions]

1. The Supplier shall deliver the Products at its own cost and risk to the location indicated by Drewtur, in accordance with DAP Incoterms® 2020 (applied accordingly to domestic transactions).
2. Within 7 days from the date of delivery, Drewtur shall inspect the Products for completeness and quality and inform the Supplier of any identified defects.
3. Acceptance of the Products without reservations shall not deprive Drewtur of the right to subsequently invoke lack of completeness or defects of the Products.

§ 6 [Product Installation]

1. The provisions of this section shall apply if, under the Agreement, the Supplier is obliged to install the Product at a location indicated by Drewtur.
2. The Supplier shall deliver the Products at its own cost and risk to the designated location and shall be responsible for unloading and installation at the place of destination.
3. Installation shall be carried out in accordance with occupational health and safety regulations, fire protection standards and the technical requirements of the Product, in a manner ensuring proper operation and achievement of declared performance, taking into account the intended use of the Product by Drewtur.
4. Installation shall be carried out in a manner causing the least inconvenience to Drewtur and without adverse impact on Drewtur’s ongoing operations.
5. Drewtur may supervise the installation independently or entrust supervision to a third party.
6. For Products subject to installation, any reference in these GTC to delivery of Products shall mean delivery together with installation.

§ 7 [Payments]

1. The price or remuneration specified in the Agreement shall include all amounts due to the Supplier under the Agreement, including the price of the Products, transport, installation and insurance costs. The Supplier may not demand a price increase after conclusion of the Agreement, including due to increases in raw material, material, transport or labor costs.
2. Payment shall be made by Drewtur in arrears, after proper performance of the Agreement by the Supplier, by bank transfer to the bank account indicated by the Supplier.
3. The Supplier shall indicate a bank account opened in connection with its business activity and disclosed in the electronic VAT taxpayers register (“white list”). If the Supplier fails to indicate such an account, Drewtur may withhold payment until a compliant account is provided.
4. The payment term shall be 60 days from the date of receipt of a correctly issued invoice.
5. Drewtur consents to receiving invoices in electronic form at: faktury@drewtur.turek.pl.

§ 8 [Warranty and Guarantee]

1. The Supplier guarantees that the Products shall comply with the Agreement and possess the agreed properties and quality. The Supplier further guarantees that the Products shall be free from physical defects and third-party rights, and shall not infringe any third-party rights, in particular intellectual property rights, including patents, industrial designs and trademarks.
2. If any third party asserts claims against Drewtur in connection with the acquisition of the Products, the Supplier shall indemnify Drewtur against such claims and compensate Drewtur for any damages incurred, including reimbursement of costs. The Supplier shall also provide all necessary assistance in proceedings against Drewtur, including, where procedurally permissible, joining the proceedings as an auxiliary intervener and replacing Drewtur in the proceedings.
3. The Supplier grants a 2-year warranty for the Products, calculated from the date of delivery.
4. If defects are revealed during the warranty period, the Supplier shall, at its own cost and risk, at Drewtur’s choice:
   1. remove the defects within 7 days;
   2. replace the Product with a defect-free one within 14 days.
5. If a defect cannot be removed, the Supplier shall replace the Product with a defect-free one.
6. The warranty period shall be extended by the time between notification of the defect and its removal. In the event of replacement, the warranty period shall commence anew from delivery of the replacement Product.
7. Independently of the above, within 48 hours of defect notification the Supplier shall prepare a 3D report of the Product and within 14 days conduct a root cause analysis. Within 30 days, corrective actions preventing recurrence shall be implemented and communicated to Drewtur.
8. Failure to perform the obligations referred to above shall entitle Drewtur to contractual penalties under §9(2) (a) and (c), and additionally, at Drewtur’s option:
   1. commission repair to a third party or purchase a replacement at the Supplier’s cost, without court authorization;
   2. withdraw from the Agreement and demand the contractual penalty under §9(2)(d).
9. The above warranty provisions do not exclude or limit other rights of Drewtur, including statutory warranty and damage claims.

§ 9 [Supplier’s Liability]

1. The Supplier shall be liable for damages incurred by Drewtur unless they result from force majeure, exclusive fault of Drewtur, or a third party for whom the Supplier is not responsible.
2. Drewtur shall be entitled to the following contractual penalties:
   1. in the event of delay in delivery or untimely performance of warranty obligations, Drewtur shall be entitled to demand from the Supplier a contractual penalty for each day of delay in the amount of 0.2% of the agreed gross price/remuneration for the Products in respect of which the delay occurred;
   2. in the event of delay in providing documentation concerning the Products, Drewtur shall be entitled to demand from the Supplier a contractual penalty for each day of delay in the amount of 0.1% of the agreed gross price/remuneration for the Products in respect of which the delivery delay occurred;
   3. in the event that the Supplier delivers defective Products, Drewtur shall be entitled to demand from the Supplier a contractual penalty in the amount of 0.2% of the agreed gross price/remuneration relating to the defective Products, for each day starting from the date the defects are reported by Drewtur until the defects are removed or the Products are replaced with defect-free ones;
   4. in the amount of 10% of the total gross price/remuneration specified in the relevant Agreement, in the event that Drewtur withdraws from the Agreement for reasons attributable to the Supplier;
   5. in the amount of PLN 100,000 for each breach of the obligation to keep Confidential Information secret.
3. Drewtur may claim contractual penalties for delay regardless of whether the reasons for the delay are attributable to the Supplier.
4. Contractual penalties due to Drewtur on different grounds may be accumulated.
5. The contractual penalty under each of the grounds specified in section 2(a)–(d) above shall not exceed 20% of the total gross price/remuneration of the Supplier specified in the relevant Agreement.
6. Furthermore, in accordance with the general principles of law, Drewtur shall be entitled to claim supplementary damages from the Supplier exceeding the amount of the contractual penalties.

§ 10 [Return of Products]

1. Drewtur reserves the right to return to the Supplier Products purchased from the Supplier which have not been used by Drewtur for the purposes of its business operations and remain in an unimpaired condition. Drewtur may exercise the right referred to in section 1 within 12 months from the date of delivery of the Products by the Supplier.
2. In the event that Drewtur notifies the Supplier of its intention to return the Products, the Supplier shall be obliged to collect the Products from Drewtur’s registered office at its own cost, issue the appropriate accounting documents and make corrections to the documents previously issued, and refund to Drewtur the price paid for the Products within 14 days.
3. Exercise of the right to return the Products shall not constitute withdrawal from the Agreement by Drewtur and shall neither limit nor exclude any other rights of Drewtur arising from the Agreement or from generally applicable law.

§ 11 [Supplier’s Insurance]

1. The Supplier shall be obliged to maintain civil liability insurance covering the business activity subject to the Agreement, where the sum insured shall amount to at least twice the price/remuneration specified in the Agreement and shall not be less than PLN 1 000 000.
2. Upon request of Drewtur, the Supplier shall be obliged to provide a copy of the valid insurance policy within 3 days. In the event of failure to provide a copy of the policy or failure to maintain the required insurance, Drewtur shall have the right to withdraw from the Agreement within 60 days from the ineffective expiry of the deadline for submission of the policy or from the date Drewtur obtains information about the Supplier’s lack of insurance.

§ 12 [Confidentiality]

1. Drewtur shall provide the Supplier with Confidential Information solely for the purpose of concluding and performing the Agreement.
2. Regardless of the manner in which the Confidential Information is obtained, the Supplier shall be obliged to keep such information confidential, not to use it for any purposes other than those specified in section 1 above, and to protect the Confidential Information by applying appropriate security measures. In particular, the Supplier shall be obliged not to disclose or disseminate the Confidential Information and not to make it available to any persons other than the Supplier’s employees whose access to the Confidential Information is necessary due to their duties in connection with the Agreement.
3. The provisions of this section shall not limit the Supplier’s liability arising under generally applicable law.

§ 13 [Final Provisions]

1. Polish law shall apply to the legal relationship between Drewtur and the Supplier under the Agreement or in connection with the Agreement, including with respect to non-contractual obligations arising from tort or unjust enrichment.
2. Any disputes arising out of the Agreement or in connection with the Agreement, including those relating to non-contractual obligations arising from tort or unjust enrichment, shall be submitted exclusively to the jurisdiction of Polish courts competent for the registered office of Drewtur.

Acceptance and performance of the order shall constitute confirmation that the Supplier has familiarised itself with the GTC and accepts them

These GTC shall enter into force on 17 March 2026