General Terms and Conditions of Sale of S.M.ART Sp. z o.o

(effective from 01.09.2025)

1. General Provisions

1.1. These General Terms and Conditions of Sale (“GTCS”) apply to all contracts for the sale of goods and services concluded between S.M.ART Sp. z o.o., with its registered office at ul. Solec 156, 05-532 Baniocha, Poland, VAT ID: 7162817924 (hereinafter referred to as the “Seller”), and business entities (hereinafter referred to as the “Buyer”).

1.2. The GTCS constitute an integral part of every offer, order confirmation, and sales agreement concluded with the Buyer, unless the parties explicitly agree otherwise in writing.

1.3. Placing an order by the Buyer constitutes acceptance of these GTCS.

2. Offers and Orders

2.1. Commercial information, price lists, catalogs, promotional materials, and other publications of the Seller do not constitute an offer under the Civil Code but are only an invitation to conclude a contract.

2.2. Orders should be submitted in writing (including by e-mail) and include at least: the product name, quantity, Buyer’s details, and billing information.

2.3. A sales contract is concluded upon written confirmation of the order by the Seller.

2.4. The Seller reserves the right to refuse an order without providing a reason.

3. Prices and Payment Terms

3.1. Prices indicated in offers are net prices (excluding VAT), unless explicitly stated otherwise.

3.2. The price does not include delivery, installation, training, or other additional services, unless otherwise agreed.

3.3. The payment term is specified in the offer or on the invoice. In the absence of other arrangements, the term is 7 days from the invoice date.

3.4. In case of delayed payment, the Seller has the right to charge statutory interest for late payment and to suspend further deliveries.

3.5. Ownership of the goods transfers to the Buyer only after full payment has been made.

4. Delivery and Receipt of Goods

4.1. The order fulfillment date is specified by the Seller in the order confirmation. Dates are indicative and may change due to reasons beyond the Seller’s control.

4.2. The place of delivery and method of shipment are agreed individually.

4.3. The risk of accidental loss or damage to the goods passes to the Buyer upon handover to the carrier or directly to the Buyer.

4.4. The Buyer is obliged to check the condition of the shipment upon receipt. Any damage should be reported immediately—preferably with a protocol prepared with the carrier.

5. Warranty and Complaints

5.1. The Seller provides a warranty for the offered products unless stated otherwise. Detailed warranty conditions are contained in a separate document (warranty card or specific device warranty terms).

5.2. In the event of a defect, the Buyer should submit a written complaint immediately after detecting it.

5.3. The Seller will review the complaint within 14 business days from the date of receipt, along with all necessary information and documents.

5.4. The warranty does not cover damage resulting from improper use, installation, modifications, or repairs performed by unauthorized persons.

6. Liability

6.1. The Seller is not liable for indirect damages, lost profits, or damages resulting from improper use of the products.

6.2. The Seller’s liability for direct damages is limited to the net value of the sold goods.

6.3. The Buyer agrees to comply with all legal regulations regarding the use of purchased products.

7. Force Majeure

7.1. The parties shall not be liable for non-performance or delays in performance due to force majeure, including, but not limited to, natural disasters, wars, pandemics, strikes, supply interruptions, etc.

8. Confidentiality

8.1. The parties undertake to maintain confidentiality of all commercial, technical, and organizational information obtained during cooperation.

9. Final Provisions

9.1. Any changes to these GTCS must be made in writing under the penalty of nullity.

9.2. Matters not regulated by these GTCS shall be governed by the provisions of the Civil Code.

9.3. Any disputes arising from the performance of the contract shall be resolved by the court competent for the Seller’s registered office.

9.4. The GTCS are available upon the Buyer’s request and are sent with every commercial offer or order confirmation.