GTC GENERAL TERMS AND CONDITIONS

General Terms and Conditions (GTC) of WIKO Klebetechnik sp. z o. o.

1. Scope of validity

1. These Terms and Conditions shall apply to all contracts for the supply of goods concluded between the customer and WIKO Klebetechnik sp. z o. o. These Terms and Conditions shall also apply to all future business relationships, even if their validity is not confirmed each time. Any deviating terms and conditions of the contractual partner of WIKO Klebetechnik sp. z o.o. shall not be effective unless they are explicitly confirmed by WIKO Klebetechnik sp. z o.o. These Terms and Conditions shall also apply if WIKO Klebetechnik sp. z o. o. knows that the customer’s general terms and conditions contradict or differ from these Terms and Conditions and nevertheless processes the customer’s order without any prior reservations.

2. All basic terms and conditions of cooperation between the customer and WIKO Klebetechnik sp. z o. o. shall be established in purchase contracts concluded between WIKO Klebetechnik sp. z o. o. and the customer. These General Terms and Conditions supersede any contractual terms which exceed their scope and are not included in purchase contracts.

2. Minimum order value

The minimum order value for one delivery order is EUR 150.00 (net value of goods). We also accept orders with a lower order value. We charge a fee of EUR 50.00 plus VAT per order for processing orders below the minimum order value.

3. Offer and conclusion of contract

1. The customer’s order, which shall be considered as an offer to conclude a purchase contract, shall be considered accepted if WIKO Klebetechnik sp. z o.o. sends the relevant order confirmation within two weeks or delivers the ordered products within the same period. WIKO Klebetechnik sp. z o. o. also has the right to reject a purchase offer made to WIKO Klebetechnik sp. z o.o. without any justification. WIKO Klebetechnik sp. z o. o. shall not be obliged to confirm rejection of an offer to conclude a contract and shall not be liable if it does not respond to the customer’s offer or does not perform delivery or shipment of products.

2. WIKO Klebetechnik sp. z o. o. offers are non-committal and non-binding, unless expressly described as binding.

3. The customer agrees to accept electronic invoices in the future. Electronic invoices are sent as PDF files via e-mail. More information about electronic invoices and how to order a paper copy can be provided by a competent employee of WIKO Klebetechnik sp. z o. o.

4. Terms of payment

1. WIKO Klebetechnik sp. z o. o. prices apply to “ex works” deliveries including packaging, unless otherwise agreed. Quoted prices are net prices; statutory VAT is added at the rate applicable on invoice date and shown separately.

2. Deduction of a discount from the invoice amount is only allowed if a separate written agreement exists. The purchase price is payable net immediately upon receipt of the invoice, unless another payment date is agreed. Payment is deemed made when credited to a WIKO Klebetechnik sp. z o. o. account; for checks, when cashed.

3. In case of late payment, statutory provisions apply. WIKO Klebetechnik sp. z o. o. charges interest at 8 percentage points above the base rate.

4. The customer may offset counterclaims only if legally established or recognised by WIKO Klebetechnik sp. z o. o. No right of retention.

5. Packaging material costs are charged separately per the current price list. Pricing varies by size/weight: packages up to 30 kg, half-pallet plus fee, Euro-pallet plus fee (refundable upon return).

5. Delivery and service provision dates

1. Delivery dates not expressly agreed as binding are non-binding indicators. Lead times start only after all technical issues are clarified and customer obligations are met.

2. WIKO Klebetechnik sp. z o. o. may unilaterally extend lead times after prior notice. Liability for delay is limited to 15 % of the delayed delivery value.

3. Partial deliveries and services are permitted; the customer must accept them.

4. If the customer delays acceptance, risk and storage costs pass to the customer; compensation may be claimed.

6. Transfer of risk – shipping / packaging

1. Loading and shipping are uninsured at the customer’s risk. On request, WIKO Klebetechnik sp. z o. o. will arrange insurance; extra costs borne by the customer.

2. No returns of transport or other packaging (except Euro-pallets). The customer disposes at own expense.

3. If shipment is delayed at the customer’s request or fault, goods are stored at the customer’s risk and expense; notification of readiness counts as shipment and authorises invoicing.

7. Guarantee / collection

1. The customer’s rights for physical and legal defects (including incorrect or incomplete deliveries) follow statutory law, unless stated otherwise.

2. Liability basis is the agreed characteristics and specifications in product descriptions, contract or published materials (catalogues, website).

3. If no specifications agreed, defects are judged under § 434 (1)(2&3) German Civil Code. No liability for unauthorised third-party statements.

4. The customer must inspect goods immediately and report visible defects in writing within 3 calendar days; hidden defects within 3 days after discovery. Late or omitted complaints void liability.

5. If acceptance is agreed, service is deemed accepted after two weeks unless otherwise.

6. WIKO Klebetechnik sp. z o. o. may choose repair or replacement. Right to refuse remedy under law remains.

7. Remedy may be conditioned on payment; the customer may withhold part of price proportional to defect.

8. The customer must allow inspection and testing; for replacement, return defective goods.

9. WIKO Klebetechnik sp. z o. o. bears inspection/remedy costs (transport, labour, materials) if defect exists; if unfounded, may claim costs unless customer couldn’t know defect was unjustified.

10. In urgent cases (safety or major losses), the customer may remedy and claim objectively necessary costs, after informing WIKO Klebetechnik sp. z o. o.

11. If remedy fails or period expires, customer may withdraw or reduce price, except for minor defects.

12. Claims for compensation or expenses apply only as per section 8 and are otherwise excluded.

8. Liability

1. Claims for compensation are excluded except for death, personal injury, health damage or breach of cardinal obligations, or intentional/grossly negligent breach by WIKO Klebetechnik sp. z o. o., its representatives or agents.

2. For cardinal breaches, liability is limited to foreseeable, typical contract damage, unless for personal injury or death.

3. Limits apply also to representatives and agents.

4. Limits don’t apply if WIKO Klebetechnik sp. z o. o. knowingly concealed defects, gave a guarantee, or under Product Liability Act.

5. The customer may withdraw/terminate for non-defect breaches only if WIKO Klebetechnik sp. z o. o. is at fault; free termination rights (e.g. §§ 651, 649 BGB) excluded.

9. Limitation period

1. General limitation for material/legal defects is 1 year from delivery (or acceptance if agreed).

2. For building materials, limitation is 5 years (§ 438 (1)(2) BGB), plus special rules (§ 438 (1)(1&3), 444, 479 BGB).

3. These periods also apply to compensation claims for defects unless ordinary periods (§§ 195, 199 BGB) shorten them.

10. Reservation of ownership right

1. Delivered goods remain WIKO Klebetechnik sp. z o. o.’s property until all receivables are paid.

2. Goods under retention may not be pledged or assigned; customer must notify of insolvency filings or third-party claims in writing; costs borne by customer.

3. On breach (e.g. non-payment), WIKO Klebetechnik sp. z o. o. may withdraw and/or reclaim goods; reclamation doesn’t auto-withdraw contract; rights conditional on expiry of payment term or its dispensability.

4. Customer may resell/process goods in ordinary course until revocation; the following apply:

   1. Retention applies to products from processing/mixing; WIKO Klebetechnik sp. z o. o. is deemed manufacturer; co-ownership if third-party goods involved.

   2. Receivables from resale are assigned to WIKO Klebetechnik sp. z o. o. as security; assignment accepted.

   3. Customer may collect receivables; WIKO Klebetechnik sp. z o. o. may revoke this right if obligations not met.

   4. If security value exceeds claims by > 10 %, WIKO Klebetechnik sp. z o. o. releases excess on request.

5. Customer treats goods properly and insures against fire, flood, theft at own expense; maintains timely inspections.

11. Processing of data

1. WIKO Klebetechnik sp. z o. o. records and processes personal/business data per German Data Protection Act (BDSG §§ 4, 4a) only for cooperation, marketing and information purposes. No third-party transfer beyond legal requirements.

2. Customer agrees to receive information (e.g. newsletter) and may withdraw consent in writing or by e-mail to info.de@gluetec-group.com.

12. Ban on employee solicitation

Contractual partners are prohibited from directly or indirectly soliciting or hiring employees of WIKO Klebetechnik sp. z o. o. or its affiliates during cooperation and for 12 months thereafter. Violations entitle WIKO Klebetechnik sp. z o. o. to claim damages.

13. Place of filing / court jurisdiction / applicable law

1. Court jurisdiction for contracts with WIKO Klebetechnik sp. z o. o.: Częstochowa.

2. All legal transactions governed exclusively by Polish law (excl. UN Sales Convention).

3. Place of filing: payments (check/cash/transfer) to designated bank accounts or at WIKO Klebetechnik sp. z o. o. registered office.

14. Force majeure

1. The seller is not liable for delays due to force majeure and will endeavour to minimise delay.

2. In force majeure, seller informs buyer immediately of occurrence and expected duration.

15. Confidentiality

1. All information from these GTC and obtained during order fulfilment (organisational, commercial, technical) is confidential and not to be disclosed, unless legally required.

2. The seller treats turnover, prices, discounts, specifications, logistics and technical data confidentially.

3. Confidentiality remains after order completion; information used only for order fulfilment.

16. Final provisions

1. If any provision is invalid, remaining provisions and the contract remain effective.

2. Provisions subject to Polish substantive and procedural law.

3. In case of multilingual versions, the Polish text prevails on discrepancies.

Revision: May 2025