General Terms and Conditions of eps Limited Liability Company with its registered office in Wrocław

Art. 1
General Provisions

1. These General Terms and Conditions [hereinafter referred to as: GTC] have been established in accordance with Art. 384 et seq. of the Act of 23 April 1964 Civil Code (Journal of Laws 1964, No. 16, item 93, as amended).
2. The GTC apply to contracts (and/or orders) concluded by eps Limited Liability Company with its registered office in Wrocław, al. Kasztanowa 3A-5, 53-125 Wrocław, entered in the Register of Entrepreneurs of the National Court Register kept by the District Court for Wrocław-Fabryczna in Wrocław, 6th Commercial Division of the National Court Register, under KRS number: 0000280688, NIP: 8992601467, REGON 020520681 [hereinafter referred to as: eps], unless these provisions are expressly excluded by the agreement (and/or order) concluded with the customer.
3. These GTC, together with the agreement concluded with the customer and/or the order placed by the customer, constitute the entirety of the contractual relations between the parties and, as such, repeal or amend any previous written or oral agreements between eps and the customer.

Art. 2
Conclusion and termination of the contract

1. It is assumed that the signing of the agreement or the placing of an order by the customer and the acceptance of the leased object constitutes acceptance of the provisions of these GTC.
2. eps reserves the right to lease an object comparable in terms of technical and functional characteristics to the object covered by the order placed by the customer.
3. eps reserves the right to refuse to accept the customer’s order within 3 weeks from the date of placing the order by the customer.
4. To ensure the availability of the leased object, the customer is obliged to place an order at least 8 weeks before the planned date of installation. In justified cases and depending on the availability of the leased object, eps may accept an order placed after this date.
5. Unless otherwise contractually agreed, the lease period is calculated in weeks, and the minimum lease period is one week.
6. Unless otherwise contractually agreed, the lease period shall commence upon delivery of the leased object to the customer.
7. If the contract has been concluded for an indefinite period, the customer has the right to terminate the contract with two months’ notice.
8. If the contract has been concluded for a fixed term, the customer has the right to terminate the contract with one month’s notice.
9. The customer is obliged to return the leased object upon termination of the contract.
10. At the end of the lease period, the customer is obliged to return the leased object in a condition not worse than normal wear and tear, and to clean the leased object of any dirt. The customer will be charged for any costs resulting from a breach of the above obligations.
11. The return shall be deemed to have been made if the leased object has been handed over to eps together with all necessary components and additional equipment. For this purpose, eps may carry out a full inspection of its technical condition.
12. The return shall take place at the place where the leased object was delivered by eps or at another place agreed upon by the parties.

Art. 3
Terms of payment

1. eps shall be entitled to a lease fee plus VAT due in accordance with the current tax regulations for the lease of equipment.
2. The parties agree that the lease fee shall be payable in advance, in accordance with the agreed payment terms. In the case of a first-time order, the customer is always obliged to pay the lease rent before the order is processed.
3. Payments to eps shall be made by bank transfer to the eps bank account indicated on the VAT invoice.
4. The date of payment shall be the date on which the eps bank account is credited.
5. The customer undertakes to pay the fee on the agreed dates, and in the event of non-payment, they will be obliged to pay statutory interest for late payment in commercial transactions, referred to in the Act of 8 September 2013 on payment terms in commercial transactions.
6. Unless otherwise contractually agreed, customer shall bear the costs of delivery and collection, as well as assembly and disassembly of the leased object.

Art. 4
Use of the leased object

1. The customer is obliged to take care of the leased object until it is handed over by eps.
2. The customer shall not be entitled to make any changes to the leased object without the prior written consent of eps. It is prohibited to remove or cover serial numbers, manufacturer’s plates and other identification and control marks placed on the leased equipment.
3. In the event of loss of the leased object by the customer, they are obliged to immediately inform eps of this fact.
4. In the event of loss or damage to the leased object, the customer shall reimburse eps for the equivalent value of the leased object, in accordance with the value specified in the contract concluded with the customer or in the order placed by the customer.
5. The customer has the right to sublease, rent or allow a third party to use the leased object free of charge, only after obtaining the prior written consent of eps.
6. The customer shall have the right to change the location of the leased object only after obtaining the prior written consent of eps.
7. eps reserves the right to monitor the fulfilment of the lease terms and conditions, by accessing the location of the leased equipment. The above also extends to authorized representatives of the insurance company with which the leased equipment is insured.
8. eps has the right to terminate the contract with immediate effect in the event of improper performance by the customer of the provisions of the agreement, by using the leased object in a manner contrary to the provisions of these GTC, the agreement concluded with the customer/order placed by the customer, or contrary to the intended use of the leased object.
9. eps has the right to require the customer to insure the leased object against damage of a given type and to transfer their rights against the insurance company to eps.

Art. 5
Defects in the leased object

1. The customer is obliged to check the functioning of the leased object immediately after its delivery and to report any defects or quantitative deficiencies to eps without delay in writing.
2. Failure to submit notification referred to in section 1 above shall be deemed as acceptance of the leased object without reservation. If defects are discovered during the lease of the equipment, the customer is obliged to immediately report this fact to eps within 1 day of the date of discovery of the defect.
3. Upon receipt of the notification referred to in paragraph 1 above, eps shall, at its discretion:
   a) repair the leased object or
   b) replace it with another object that is comparable in terms of technical and functional terms.
4. If the mutually agreed defect/quantity shortage is not remedied within the time limit agreed by the parties or if eps refuses to remedy the defect, the customer shall have the right to terminate the contract.

Art. 6
Delivery and collection of the leased object / Return of the leased object

1. Unless otherwise contractually agreed, delivery, assembly and, after the end of the lease, disassembly and transport shall be the responsibility of eps. Whenever the term “assembly service” is used, it shall also be understood to mean the disassembly, delivery and collection of the leased object, depending on context.
2. In the case referred to in paragraph 1 above, the customer shall ensure access roads and a workplace for the equipment necessary for the assembly of the leased object. At the same time, the customer shall ensure that the area through which the vehicles/equipment necessary for the assembly of the leased object will pass has the necessary strength and flatness of the ground.
3. Access roads to the place of unloading and installation of the leased object should be accessible and passable for a truck with a maximum total weight of up to 40 tonnes, and the place of lease should be suitable for the installation and use of the leased object.
4. The customer should bear the costs of providing the place for the assembly of the leased object.
5. The customer shall be liable for any damage to the leased object that may occur during transport to the destination and during assembly of the leased object if the transportation and assembly of the leased object is performed by customer.
6. The customer shall be liable for any damage caused at the place of use of the leased object.
7. The customer shall provide access to the necessary utilities and to provide a place for unloading and storage during assembly.
8. If the installation of the equipment is not possible due to failure to fulfill the obligations referred to in sections 2 and 3 above, eps is not obliged to wait longer than a maximum of two hours at the place of use for the above-mentioned conditions to be met. If delivery and/or assembly cannot take place in such a case, the customer shall be obliged to bear the costs of further delivery and assembly attempts and shall pay the contractually agreed leasing fee for each day by which delivery of the leased object or assembly thereof is delayed as compensation.
9. At the end of the rental period, the customer is obliged to return the leased object cleaned of any dirt, in the condition in which it was handed over by eps, considering normal wear and tear. In the event of failure to comply with this obligation, the customer will be charged with the costs of cleaning the leased object.
10. The customer shall ensure that the leased object is handed over for dismantling within two hours. The customer shall bear the additional costs of a new dismantling or collection attempt as well as cleaning of the leased object carried out by eps, insofar as such cleaning is necessary. For each day after the end of the lease term on which the customer does not return the leased object or make it available for dismantling or collection, they shall owe the contractually agreed lease fee for one day as compensation.
11. Downtime during the assembly of leased equipment caused by circumstances for which eps is not responsible, such as force majeure events like strong winds, which continuously exceed 1 hour, shall result in eps charging a fee equivalent to 80% of the agreed daily lease fee.
12. If, because of downtime in assembly, eps suffers damage exceeding the costs referred to in sections 8-11, the Customer is obliged to remedy it in accordance with general principles.

Art. 7
Customer liability

1. The Customer is obliged to protect the leased object against theft, loss and damage.
2. The Customer shall be liable for damage to or loss (including theft) of the leased object arising during its use by the Customer or third parties with the consent of eps.
3. The customer’s liability for the leased object begins upon delivery for unloading and ends upon collection after loading.

Art. 8
Special provisions concerning sales contracts

§ 1

1. Unless otherwise specified in the contract concluded with the customer, the sale price does not include the costs of packaging, delivery and assembly.
2. The sale price does not include VAT, which will be added in the invoice issued, in accordance with the currently applicable tax law provisions.
3. Unless otherwise contractually agreed, the payment term for the sale price is 14 days from the date of issue of the VAT invoice.
4. Payments to eps shall be made by bank transfer to the eps bank account indicated on the VAT invoice.
5. The date of payment shall be the date on which the eps bank account is credited.
6. In the event of a delay in payment of the price, eps shall be entitled to statutory interest for delay in commercial transactions, as referred to in the Act of 8 March 2013 on payment terms in commercial transactions.

§ 2

1. The delivered goods remain the property of eps until the customer has paid the full purchase price.
2. Each sales contract concluded with the customer shall be in writing with a certified date.

§ 3

1. Under the warranty, eps undertakes to repair the equipment free of charge in the event of physical defects and damage to the equipment caused by its fault.
2. The warranty period is 1 year from the date of delivery of the object sold.
3. The customer is obliged to report any defect/damage to eps equipment in writing within 7 days of its discovery.
4. eps undertakes to carry out free repairs in the event of defects/damage for which it is responsible within 14 working days.
5. If the defect is not repaired within the above-mentioned period, the customer has the right to have the defect repaired at the expense and risk of eps.
6. The eps warranty does not cover physical defects and damage:
   a) resulting from improper transport, storage and use by the customer, in particular the use of equipment contrary to its intended purpose,
   b) resulting from normal wear and tear of the equipment,
   c) resulting from interference with the equipment, such as modification, alteration or repair.

Art. 9
Confidentiality

1. All information made available by eps to the customer, as financial and property data, commercial and organizational data, know-how and technical data, operational data, is confidential, regardless of the way it is expressed – in writing, orally, on a durable medium, by e-mail or in any other way (hereinafter: Confidential Information).
2. Confidential Information constitutes a legally protected trade secret of eps.
3. The Customer undertakes that any Confidential Information that comes into its possession will be kept strictly secret and confidential and will be used
   and used solely for the purposes of cooperation with eps.
4. The Customer undertakes that all Confidential Information that comes into its possession will be protected against unauthorized access by third parties or loss (including destruction and theft) and that it will not be disseminated, made available or disclosed in any other form to a third party without the express prior consent of eps, given in writing.
5. The Client declares that they will not make copies, photocopies or otherwise reproduce Confidential Information without the express prior consent of eps, and in the event of failure to commence or termination of cooperation with eps, shall return all documents and other durable media containing Confidential Information.

Art. 10
Cancellation clause

1. The cancellation of a contract, the reduction of the service or the subject matter of the contract or other changes on the part of the customer is not possible without payment of compensation due to eps’s preparatory work and keeping appointments free, even in case of termination due to force majeure.
2. Cancellations, reductions of the service or the object of the contract or other changes must be made in writing by e-mail within our office hours from Monday to Friday from 09:00 am to 04:00 pm. If a cancellation and/or reduction or other change is made outside of these hours, the cancellation shall not be deemed received until the next working day (except Saturday).
3. The following compensation payments apply:
   • on the day of delivery/collection 100 % of the contract amount
   • 1 – 3 calendar days before the delivery/collection date 90 % of the contract amount
   • 4 – 12 calendar days before the delivery/collection date 75 % of the contract amount
   • 13 – 160 calendar days before the delivery/collection date 50 % of the contract amount
4. If the contract is cancelled within 5 days of the date of issue, no compensation will be due, except for the agreed fee of 5 % for the preparation of the offer and concept.
5. If it is a short-term order within 1 month and the contract has already been signed and returned, a compensation payment of 90 % of the contract sum is still due, as we have already arranged everything.

Art. 11
Further provisions

1. Unless otherwise contractually agreed, eps is not obliged within the framework of the contractual relationship with the customer to advise the customer or make recommendations. If eps nevertheless give advice or make recommendations, eps shall not be obliged to compensate for any damage arising from following the advice or recommendation. The customer shall be responsible for the selection of the leased object, including the determination that the leased object is suitable for the purpose the customer intends to achieve.
2. eps shall only be liable for the normal consequences of the action from which the damage resulted. eps’s liability shall be limited exclusively to the loss incurred by the customer. Liability for lost profits shall be excluded.
3. Any disputes arising from the application of these terms and conditions shall be settled amicably through negotiations, and in the event of failure to reach an agreement, by the court having jurisdiction over the subject matter and location of eps’s registered office.
4. The parties undertake to notify each other of any change of address. If the other party is not notified of a change of address, correspondence delivered to the previously indicated address shall be deemed to have been effectively delivered and to have all the legal effects contained therein.
5. If any provision of these GTC is found to be invalid, the remaining provisions shall remain in force. The parties shall endeavor to replace the invalid provision with a provision that corresponds to the economic interests of the parties.
6. These Terms and Conditions have been drawn up in two languages, Polish and English. In the event of any ambiguities regarding interpretation, the Polish version shall take precedence.