Terms of Sales

• The Order’s acceptance for execution shall require its prior approval by the Contractor's Authorised Representative.
• All contracts shall clearly and explicitly set out the obligations of the parties and shall contain full descriptions of the items necessary for the contract performance, their quantitative and functional descriptions, as well as transportation requirements.
• Typographical errors in bids, orders and confirmations shall be subject to correction which shall not constitute an amendment to the contract.

• All written offers of the Contractor shall be valid for 14 calendar days from the date of submission of the offer, and offers submitted in oral form shall be valid for 24 hours from the time of submission of the offer (the offer validity term), unless the offer has been cancelled earlier or the offer states otherwise.
• Prices indicated by Stokota in its offers, catalogues and specifications are calculated based on price components, including primarily the cost of labour and materials, applicable on the date of preparation of these documents.
• In the case of an increase in any of the price components on which the price estimate is based in the period between the submission of an offer and the conclusion of a contract, during the order performance, i.e. a change in the amount of the minimum remuneration for work or the amount of the minimum hourly rate, established pursuant to the Act of 10.10.2002 on minimum wages (J. L. of 2020, item 2207 as amended), a change in the regulations on social or health insurance coverage or the amount of social or health insurance premiums, or an increase in the prices of materials necessary for the performance of the contract, the agreed price for the contract performance (the contractor's remuneration) will be subject to indexation using the following formula:

                                C = C° (0.20 + 0.40 M/M° + 0.40 Z/ Z°)

Where: C = price

C° = price indicated in the offer

M = price of materials

Z = minimum wage + social security contributions

The letter with a ° superscript represents the value at the date of the offer.

The letter without the superscript refers to the value applicable for the order execution.

• The indexation of the Contractor's remuneration shall not constitute an amendment to the contract and does not require the Buyer's approval in order to be effective and valid. Stokota will notify the Buyer upon the existence of the grounds for indexation by submitting an indexation calculation to the Buyer.
• The Contractor's remuneration shall be subject to indexation throughout the term of the contract performance, insofar as there are grounds for this, on a monthly basis, whereby the total value of the increase in the Contractor's remuneration resulting from the indexations shall not exceed 20% of the Contractor's originally agreed gross remuneration.
• Unless otherwise indicated in the offer, the terms of delivery shall be EXW (ExWorks) Incoterms 2020. Unless otherwise indicated in the offer, the prices indicated by Stokota do not include, in particular, taxes, costs of delivery and insurance of the subject of the contract. Stokota shall not be liable for any customs formalities in the country of export, import or transit, and for the costs related thereto, and shall not be liable for the fulfilment of tax obligations and their costs, other than those incumbent on Stokota according to the law applicable to the place of manufacture (Polish law).

The Contractor reserves the right to change the technical specifications and production procedures applicable to the execution of a specific order during its execution, in accordance with any new technical and technological solutions developed, while ensuring the originally assumed quality and final parameters of the subject of the contract.

• The acceptance and delivery of the Tanker shall take place at the premises of the factory executing the order, i.e.:

a) at the location of Stokota in Elbląg, 2 Niska Street or

b) at the location of Stokota branch in Kielce, 296 Łódzka Street.

• Stokota shall notify the Buyer of the readiness for Tanker acceptance and the place of acceptance by e-mail or telephone at least 5 days in advance.
• The Buyer shall be obliged to proceed with the acceptance of the tank on the date indicated in the notification.
• The delivery shall not take place if the Buyer has not paid the Contractor the entire remuneration by the date agreed as the date of delivery and acceptance of the subject of the contract. In such a situation, failure to release the subject of the contract shall not constitute a case of non-performance or improper performance of the contract by the Contractor, neither a delay in performance, and shall not give rise to any claims the Buyer might be entitled to against the Contractor on this account, unless the contract provides otherwise.
• Upon acceptance, Stokota shall provide the Buyer with a document issued by the Transportation Technical Supervision or its European equivalent confirming a positive result of the acceptance tests of the tank with respect to ADR requirements as well as full technical documentation of the tank and documents for registration of the complete vehicle.
• Acceptance of the subject of the contract shall include, in particular, the Buyer's verification of compliance of the Tanker's construction with the contract. Minor defects that do not prevent the use of the Tanker shall not constitute a ground to decline the acceptance. The parties shall draw up the acceptance report.
• The Buyer should collect the Tanker from the place of acceptance immediately or within max. 3 days of signing the acceptance report.
• The Buyer shall be obliged and responsible for providing an appropriate means of transport to take the delivered Tanker from the place of acceptance and shall be obliged to provide the Contractor with detailed transport instructions. In the absence of instructions for the transportation of the subject of the contract, the Contractor shall select such mode of transport as the Contractor considers most appropriate, at the sole risk of the Buyer. The Contractor shall not be liable in any way for any loss, destruction or damage to the Tanker in transport and in connection with the transport. Any claims for loss, damage or destruction in transport or in connection with transport the Buyer is entitled to shall be pursued exclusively against the carrier. The Contractor shall, to the possible and reasonably practicable extent, assist the Buyer in the case that the Buyer files claims for damages against the carrier.
• The completion and delivery date of the subject of the contract may change due to circumstances which are beyond the Contractor's responsibility. This shall include delays caused by certification or approval organisations remaining beyond the Contractor's control. In such a case, the order completion date shall be prolonged by the time of the hindrance, and the change of the date shall not constitute an amendment to the contract and shall not require additional statements from the Buyer and the Contractor. The Buyer shall not be entitled to unilaterally terminate, dissolve or withdraw from the contract for this reason, as well as to claim compensation for any damage caused by the change of the contractual delivery date for this reason.
• In the event that the Buyer is delayed in collecting the subject of the contract as compared to the agreed date, the Contractor may store or transfer the subject of the contract to a third party for storage at the expense, sole risk and responsibility of the Buyer. In such a case, the Buyer shall be charged for all additional costs incurred as a result of the delay in collecting the subject of the contract, including but not limited to the costs of storage, insurance and transport of the subject of the contract.

• Stokota reserves the title to the subject of the contract concluded upon the Buyer’s order until the full price is paid by the Buyer.
• The Buyer shall not be entitled to use or sell the goods until Stokota has received the full payment due.
• The benefits and liabilities related to the subject of the contract and the risk of its accidental loss or damage shall be transferred to the Buyer as soon as the subject of the contract is released to the Buyer at the date and place of delivery.
• In the event that the Buyer fails to meet the deadline for acceptance of the subject of the contract set by the Contractor, the Contractor may store or transfer the subject of the contract to a third party for storage at the expense and risk of the Buyer.
• In the event of a delay in the collection of the subject of the contract by the Buyer, the Buyer shall be charged with all additional costs incurred as a result of the delay, including but not limited to the costs of storage, insurance and transport of the subject of the contract.

• Unless otherwise agreed, the Buyer shall be obliged to pay the price (remuneration) at least two (2) days before the agreed date of delivery of the subject of the contract, whereby the time of payment shall be deemed to be the time of crediting Stokota's bank account.
• Delivery of the subject of the contract and transfer of the title to the subject of the contract onto the Buyer shall not take place until the entire price (remuneration) is paid by the Buyer.
• Payment of remuneration shall be made to the bank account of Stokota indicated in the Contract. A CHANGE IN THE NUMBER OF THE PAYMENT ACCOUNT SHALL REQUIRE AN ANNEX TO THE CONTRACT
• If the Contract provides for an earnest money payment, the provisions of Article 394 of the Polish Civil Code shall apply, which means that in the event of non-performance of the contract by one of the parties, the other party may withdraw from the contract without setting an additional date and keep the received earnest money, and if it is the party who has paid it, it may demand the amount of twice as much.
• Failure to pay the earnest money or the advance payment within the period agreed in the contract shall result in postponement of the order completion date. A new completion date will be given after the advance payment has been made and depends on the available production capacity. In this case, the original completion date may be postponed by up to 12 months.
• In the event of a delay in payment of the Contractor's remuneration as compared to the agreed date of payment, the Buyer shall be obliged to pay the Contractor interest for delay at the maximum interest for delay (double the amount of statutory interest for delay) as referred to in Article 481 § 2¹ of the Polish Civil Code.
• The Contractor reserves the right to execute and invoice a partial delivery of the finished products.

• In the event of any change to the contract, both as to the manner and scope of performance, after the Contractor has commenced the performance, the costs of making such changes shall be fully borne by the Buyer.
• Until the completion of the order, the Buyer may withdraw from the contract pursuant to Article 644 of the Polish Civil Code, with the obligation to pay the Contractor the entire agreed remuneration, after deducting whatever the Contractor has saved by not completing the order.
• During the order performance, the Buyer may decrease the order by reducing the quantity of the ordered items, provided that the costs incurred by the Contractor in connection with the execution of the order are reimbursed to the Contractor in the part in which the Buyer has withdrawn from it, in accordance with the statement prepared by the Contractor. In the event of a reduction in the quantity of the order, the prices of the remaining goods that are subject to the delivery shall be adjusted accordingly. In the case of cancellation of already manufactured vehicles, a fee amounting to 100% of their sales price will be charged.
• At the written request of the Buyer, submitted to the Contractor within a reasonable period of time, if this is feasible and reasonable from a technical, technological point of view and in view of the stage of the order performance, the order may be amended to the following extent:

a) designs, drawings and specifications for the subject matter of the order - applies only to cases of Tankers produced to individual order;

b) method of transport and packaging/securing;

c) the place of collection.

• If such a change involves an increase in the cost of the contract or any part thereof or results in an extension of the completion time, both the Contractor's remuneration and the completion time shall be adjusted accordingly. The scope and type of changes to be made to the contract, the change in the Contractor's remuneration and the completion time shall be specified in a written agreement signed by the Buyer and the Contractor.
• Stokota reserves the right to complete the order earlier than the originally agreed date if such earlier completion proves possible and reasonable. Irrespective of the early completion of the order, the provisions of these general terms and conditions concerning the Buyer's liability in the event of cancellation of the order through withdrawal from the contract, reduction of the order quantity and amendments shall apply accordingly.

All documents, studies, designs, sketches, technical drawings, model prototypes and any other preparatory work created or executed by Stokota for the purpose of order performance or pre-contract negotiations are the exclusive property of Stokota and may not be used either by the Buyer or by third parties or disclosed to any third parties, without the express written consent of Stokota and under the terms and conditions agreed by Stokota.

• The Contractor provides a guarantee for the subject of the contract for a period of twelve (12) months from the date of acceptance of the subject of the contract by the original buyer under the terms described in this §11, unless otherwise agreed in a separate guarantee document.
• The Contractor guarantees that the constructions manufactured by it are free from defects in material and workmanship assuming normal use and proper maintenance, in accordance with the conditions described in the guarantee book issued to the original buyer upon the acceptance of the subject of the contract.
• This guarantee is limited exclusively to the repair or replacement of components and parts of the vehicle (Tanker) manufactured by Stokota or any part thereof and applies only if the defects discovered by the Buyer are reported to Stokota within the guarantee period and the defect is caused by defective materials and/or workmanship.
• Defective components or their parts will be repaired or replaced at no cost to the Buyer in respect of labour and material costs, provided that the vehicle is returned to the relevant Stokota distributor or such other location as Stokota may designate, within twelve (12) months from the date of acceptance of the vehicle by the original Buyer.
• Stokota does not warrant nor accept liability for products manufactured by third parties and installed by Stokota in accordance with the subject of the contract. The Buyer and/or the end user must direct all claims, including warranty claims, to the manufacturer of the relevant product.
• Stokota does not guarantee the marketability or the suitability of the vehicle for the use intended by the Buyer, including its suitability for transporting a particular type of products.
• In accordance with the guarantee granted, Stokota is not liable for any direct or indirect business loss or damage, transport costs, loss of revenue, damage or delay.
• In order for the warranty to be valid, the vehicle must be presented for its first free warranty inspection between 6 and 8 weeks of its operation, at the factory where the vehicle was manufactured or at the other service facility designated by Stokota, and subsequent warranty inspections, payable in accordance with Stokota's price list, at an interval of approximately 6 months from the previous inspection and control (but no earlier than 5 months and no later than 7 months from the previous inspection and control), at the factory where the vehicle was manufactured or at the other service facility designated by Stokota.
• Improper use, operation beyond carrying capacity, replacing parts or making repairs without Stokota's consent or modification or repair by third parties will forfeit the guarantee.
• Stokota guarantees that the vehicle is manufactured in accordance with the order specification.
• Stokota is not liable for any damage to the vehicle or loss of cargo caused by the non-conformity of the goods transported in the Tanker with its intended use.
• If the tanks of the Tanker are prepared for lining with material that ensures the suitability of the tank for the transportation of a particular type of goods, the Buyer or the company that installs the material (lining) shall be responsible for all arrangements, including settlements, for the lining of the Tanker. Accordingly, Stokota does not guarantee the products, including tank lining materials, manufactured and/or installed by third parties. The Buyer shall bear the risk of damage or loss to the tank or damage to person or property during the transportation of the tank to, from or within the lining company.
• Where the tank lining is installed by Stokota, Stokota provides no guarantee for the installation or application of the lining materials. Stokota accepts no responsibility for the aesthetic effect and the fulfilment of the final requirements for different intended uses of the Tanker.
• Stokota does not guarantee that the Tankers supplied by Stokota are ready for use at the time of delivery. The Tanker must be inspected, cleaned, washed and prepared by the buyer before being put into service for the purpose for which the buyer or end user intends to use it. This guarantee takes precedence and supersedes all other guarantees given.
• The Contractor's guarantee obligations shall be limited exclusively to the repair or replacement of defective components or parts of the Tanker. In particular, the Contractor shall not be liable to the Buyer or any third party for any claims for damages arising from direct or indirect damage resulting from the use or misuse, sale or manufacture of goods that are not compliant with this contract.
• Any liability of the Contractor towards the Buyer or its customers in respect of the guarantee provided shall be limited to the amount of the price paid by the Buyer for the product which is the subject of the guarantee claim.

• Stokota shall not be liable for any damage suffered by the Buyer or any third parties as a result of non-performance or improper performance of the contract, which is directly or indirectly caused by force majeure.
• Force majeure shall mean an event or circumstance occurring after the conclusion of the contract, which is beyond the control of the Contractor and which the Contractor could not have foreseen or avoided despite exercising due diligence, which include in particular: acts of public authorities, including changes in the law or acts of inaction, martial law, state of emergency, strikes or other forms of protest, acts of civil disobedience, demonstrations and civil unrest, explosions, acts of terror, state of emergency due to natural disaster, natural disasters such as hurricanes, fires, floods, epidemics, chemical contamination or other natural disasters, as well as the unavailability of the necessary capacity or manpower or materials necessary for the execution of the contract, remaining beyond the Contractor’s control.
• In the event of Force Majeure occurring in the area where the malfunctioned Tanker is located, Stokota will not take any guarantee measures in this country. The Customer is obliged to deliver the complained Tanker to a branch of Stokota or another designated Stokota's Service Manager.

The Buyer undertakes to indemnify the Contractor against all claims, including claims for damages, which may be raised by a subsequent buyer or third parties in connection with the further resale of the Tanker or other contractual item or individual elements thereof by the Contractor, including, in particular, damage to property or person as well as lost profits, the Buyer or its employees or staff are partly or solely responsible for. To this end, the Buyer shall take all necessary steps to prevent any claims against the Contractor and shall be liable to the Contractor for ensuring that the party entitled to such claims will not demand performance directly from the Contractor.

• Both the Buyer and the Contractor shall be obliged to keep confidential (not disclose or share) all confidential information concerning the other party to the contract, obtained both during the contract performance and at the pre-contract negotiation stage.
• The Parties undertake to take the necessary measures to ensure that the obligation of confidentiality is observed by the personnel of each Party and other persons engaged by the Parties to perform the contract.
• Confidential information shall include information and data that are not publicly known, including but not limited to:

a) technical, engineering and organisational information of the company,

b) commercial and financial information about the party,

c) commercial plans, technical knowledge, license documentation, business plans,

d) other information regarding the premises and their economic value to the Party.

• Confidential information shall also include any information developed on the basis of confidential information. Confidential information shall at the same time constitute a business secret within the meaning of the unfair competition law. The content of these GTC should also be treated as confidential information.
• With respect to the Contractor, confidential information shall also include designs, drawings, specifications, model prototypes and any other preparatory work created or performed by Stokota for the contract performance or at the pre-contract negotiation stage, provided with the quotation or offer and must not be disclosed publicly to any third parties. This information remains the property of the Contractor and must be returned to the Contractor if the quotation is not accepted by the Buyer. Such drawings, specifications and other information are for evaluation purposes only and shall not be considered part of the purchase or offer.
• Each party shall be entitled to use confidential information only for the proper performance of the contract.
• The Parties' obligation of confidentiality is excluded in the following cases:

a) where disclosure of confidential information is required by authorised public authorities under and within the limits of applicable law;

b) with respect to confidential information that is publicly known or has become publicly known under circumstances that do not constitute a breach of this Contract by a Party;

c) confidential Information is disclosed in connection with the pursuit of a claim by a party entitled under or in connection with the conclusion and performance of this Contract, whereas such disclosure of confidential information in such a case being solely for the purpose of proceedings conducted in an appropriate manner and for the identification of the parties thereto, the participants thereto and the body conducting the proceedings, insofar as such disclosure is necessary for the pursuit of the claim.

Stokota reserves that the weights and dimensions of products published in catalogues or other advertising, promotional and other materials are estimates only and, despite the care taken in determining them, Stokota does not guarantee that they will be obtained at the stage of order performance.

• The Contractor shall have the right to withdraw from the Contract on the terms and in the manner provided for in generally applicable laws, and shall also have the contractual right to withdraw from the Contract for reasons attributable to the Buyer in the following cases:

a) If, in accordance with the contract, the Buyer is obliged to make earnest money or advance payment and remains in delay with the payment for more than 7 days, the Contractor is entitled to withdraw from the contract without any additional demand for payment of the aforesaid amounts from the Buyer.

b) The Buyer is in delay for more than 30 days with the acceptance of the Tanker or, despite the acceptance, has not collected the Tanker from the Stokota premises despite receiving an additional 7-day term to proceed with the acceptance and collection.

c) The Buyer is more than 30 days in delay with payment to the Contractor of the entire agreed remuneration and has not paid it despite an additional 7-day payment term granted by the Contractor.

d) The Buyer fails to carry out the activities without which the order cannot be executed or completed, despite an additional 30-day term granted by the Contractor.

• The Contractor shall be entitled to exercise the contractual right of withdrawal within 30 days from the date on which the grounds for withdrawal occurred.
• In the event that the Contractor withdraws from the contract for reasons attributable to the Buyer, both in the case of withdrawal from the contract in line with generally applicable laws and in the case of exercising the contractual right to withdraw from the contract, the Buyer shall be obliged to pay the Contractor a contractual penalty amounting to 10% of the Contractor's agreed net remuneration without the need of any additional demand for payment, within 14 days from the date on which the Contractor's notice of withdrawal from the contract was delivered to the Buyer.
• The Contractor may seek damages from the Buyer in excess of the contractual penalty stipulated in point 3 above based on applicable law, up to the amount of the total damage suffered.
• Lodging a notice of withdrawal shall not render ineffective or invalid the provisions concerning the Contractor's rights to claim payment of the contractual penalty and claims for damages.

1. This Contract has been executed and is governed by the law of the country in which the Contractor has its registered office (Polish law).

2. To all the matters not provided for in the present contract the provisions of commonly applicable Polish law shall apply.

3. In the event of a dispute, the court of jurisdiction shall be the common court with jurisdiction over the Contractor's factory executing the contract.

4. Any and all changes to the present Contract shall be null and void unless made in writing.

5. In the event that any of the provisions of the contract or the GTC proves to be invalid or ineffective under generally applicable law, the remaining part of the contract or the GTC shall continue to be valid. The parties undertake to replace the provision deemed invalid or ineffective by a valid and effective provision with content as close as possible to the replaced provision.