General Terms of Sale for Business-to-Business Transactions — ASPanel Słupsk Sp. z o.o.

Issue date: 2025.05.02

ASPanel Słupsk Sp. z o.o.
76-251 Kobylnica, ul. Klonowa 19

1. These General Terms of Sale (hereinafter ”OWS”) set out the rules for entering into contracts for the sale of Goods where the seller is ASPanel Słupsk Sp. z o.o., with its registered office in Kobylnica, tax identification number NIP 839-324-31-97 (hereinafter ASPanel).
2. The OWS form an integral part of all sales contracts entered into by ASPanel, including contracts concluded by the Buyer submitting an offer prepared by ASPanel. However, where the parties have agreed their rights and obligations in a separate written agreement, that written agreement takes precedence, and these OWS apply only to matters not regulated in it.
3. The OWS are available to Buyers in writing at ASPanel’s registered office and electronically at www.aspanel.eu. If the Buyer maintains an ongoing business relationship with ASPanel, acceptance of the OWS for one sales contract is deemed acceptance for subsequent sales contracts entered into with ASPanel, unless the Parties have agreed otherwise.

Offer — The aggregate of the order lines defined and completed by ASPanel as separate items on a generated form, with quantities assigned in customary units of measurement such as pieces, linear metres or square metres. ASPanel alone is entitled to complete and amend the content of order lines; this does not apply to the Buyer’s signature.

Essential details — Length specification, facing type and arrangement, profiling, colours, workshop drawings, joint type, and the type and length of the cutback.

Preliminary Offer — An offer prepared by ASPanel and submitted by the Customer without specifying all essential details, namely the length specification, facing type and arrangement, profiling, colours, workshop drawings, joint type, and the type and length of the cutback. It constitutes ASPanel’s invitation to submit offers and does not create an obligation.

Final Offer — An offer prepared by ASPanel specifying all essential details and submitted by the Customer.

Additional Conditions for Performance of the Offer — Additional conditions stipulated by ASPanel for performing a Final Offer and entering into a contract, such as an advance payment, delivery method, destination and unloading method. They affect the postponement of the Performance Date and the Estimated Performance Time.

Buyer — A natural person, legal person or other entity without legal personality purchasing Goods offered by ASPanel in its own name.

Recipient — An organisational unit of the Buyer or another entity designated by the Buyer to which the Goods are to be delivered or handed over and which may fulfil the Buyer’s obligations.

ASPanel — The seller, ASPanel Słupsk Sp. z o.o., with its registered office in Kobylnica.

Sales Contract — A sales or supply contract between ASPanel and a natural or legal person purchasing Goods offered by ASPanel.

Goods — A finished product subject to ASPanel’s manufacturing process, as well as an offer line or invoice item not subject to ASPanel’s manufacturing process. This includes products from other manufacturers owned by ASPanel or which ASPanel may offer for sale.

Physical Defect — A material quality characteristic of the Goods that causes them not to meet the requirements of the Polish construction standard adopted by the Polish Committee for Standardisation for the Goods covered by the Sales Contract, or another standard specified by ASPanel. Goods offered by ASPanel have the performance characteristics prescribed by the standards to which ASPanel refers. Characteristics immaterial to use, such as scratches, dirt or chips on the Goods, do not provide a basis for Buyers to make any claims.

Payment Term — The date on which an obligation must be paid under the contract and these OWS, where a specific date is stated, or the period between the creation of a receivable and the date on which ASPanel’s receivable falls due, where a period is stated.

Receivable — ASPanel’s entitlement to demand that a debtor perform an obligation in money or in kind; in business dealings, all expected inflows of funds arising on various grounds.

Handling Fee — A contractual fee determined under these OWS and charged by ASPanel for costs connected with performing a Sales Contract for Goods.

Assignment — The Buyer’s transfer of its receivable to ASPanel.

Claim — The creditor’s entitlement to require the debtor, including the Buyer, to act in a specified manner.

Suretyship — A contract under which the surety undertakes towards ASPanel to fulfil a specified obligation if the debtor fails to do so.

Performance Date — The date the Goods are handed over, the date confirmed by ASPanel in writing for making the Goods available for collection at the agreed place, or the collection date determined under the concluded contract or a separate agreement. ASPanel may unilaterally postpone this date accordingly if the Buyer does not fulfil in time the requirements for initiating the order under the Final Offer, including payment for the Goods. The date may also be postponed due to an unforeseen change in the organisation of production or deliveries where the prepared offer is submitted at a different time from when ASPanel prepared it.

Estimated Performance Time — The estimated period entered by ASPanel in the offer which, taking account of the other offer conditions and actual events, enables the Performance Date to be determined.

Incoterms — A set of international terms of sale widely used around the world. The rules allocate costs and responsibilities between the buyer and seller, meaning the Buyer and ASPanel, and reflect the agreed mode of transport. The Incoterms 2000 version applies.

Statutory Liability for Defects (Polish: rękojmia) — The seller’s liability to the buyer, meaning ASPanel’s liability to the Buyer, for physical and legal defects in the Goods sold, regulated by Articles 556–576 of the Polish Civil Code, subject to the modifications arising from these OWS.

Guarantee — The additional contractual rights which ASPanel may grant to the Buyer and which are documented in each case by a separate document provided when the Sales Contract is concluded.

Complaint — The Buyer’s notification of claims under statutory liability for defects, a guarantee or any other basis. When submitting a complaint, the Buyer must specify the basis of its claims; otherwise, they will be considered guarantee claims.

WZ document (wydanie na zewnątrz, goods issue) — A document issued by ASPanel confirming that the Goods have been handed over to the Buyer or its authorised representative, in particular that the Goods have been loaded onto a means of transport. Depending on the circumstances, it may be marked WZ, WZ(O) or O-.

Force Majeure — An extraordinary, external and unpreventable event which could not be avoided even with the utmost diligence of the Parties and which ASPanel recognises as force majeure under § 8(3) of the OWS.

1. The Parties must perform the Sales Contract and cooperate in its performance in accordance with its purpose and the OWS.
2. Under the OWS, the Buyer undertakes in particular to:
3. Pay the agreed price within the agreed time limits.
4. Take delivery of the Goods.
5. Comply with the time limits and formal requirements applicable to complaint-related actions.
6. Describe all relevant circumstances in complaints, failing which they are treated as nonexistent in any compensation proceedings.
7. Provide access to the site where defective Goods are located for actions in the complaint procedure.
8. Deliver defective items that are being replaced under a complaint.
9. Enter into a Sales Contract in the event of the omission referred to in § 12 of the OWS.
10. Properly and fully fulfil all other obligations under the Sales Contract or the OWS.
11. Under the OWS, ASPanel undertakes in particular to:
12. Perform the subject matter with due care, free from defects and in accordance with the offer, Sales Contract and OWS.
13. Deliver the Goods covered by the Sales Contract.
14. Provide the guarantee document if a guarantee is granted.
15. Consider properly submitted and complete complaints.
16. Remedy the loss if the complaint is accepted.

1. Information on ASPanel’s website, in catalogues, brochures, leaflets, advertising and other publications or printed materials issued by ASPanel (hereinafter ”Publications”) does not constitute an offer within the meaning of the Polish Civil Code, even where a price is stated, unless the Publication expressly provides otherwise. Publications concerning Goods offered by ASPanel are for information only. Models and samples displayed by ASPanel are illustrative and for display purposes. Detailed technical information in Publications may change at any time, including because of rapid developments in the technical sector. The current version will be published online or made available at ASPanel’s registered office, where the Buyer can also obtain confirmation of the current information needed to formulate an offer.
2. For a Sales Contract to be validly concluded, ASPanel must generate a Final Offer, the Buyer must then submit that offer, including by fax or email, and the Additional Conditions for Performance of the Offer, such as an advance payment, delivery method, destination and unloading method, must be fulfilled. Once an offer acquires Final Offer status, ASPanel has accepted it for performance. Once the additional conditions have been fulfilled, ASPanel must supply the Goods on that basis, subject to § 5.
3. ASPanel’s Preliminary Offers are invitations for the Customer to submit offers. Unless ASPanel commences performance of the contract, Preliminary Offers bind ASPanel as to price for the validity period stated in them, but for no longer than 14 days after they are sent. The Buyer may submit another offer only before the offer acquires Final Offer status. A new offer automatically invalidates the previous Preliminary Offer.
4. Until the offer acquires Final Offer status and the additional conditions are fulfilled, the Buyer has no claim for the conclusion of a contract or any claim for compensation. ASPanel’s liability is excluded to the fullest extent permitted by law.
5. The Buyer may cancel performance of the contract based on the Final Offer submitted. To do so, written cancellation must reach ASPanel during working hours, between 8.00 and 16.00, and no later than 24 hours after the Final Offer was submitted, unless it has already been performed. If the cancellation deadline falls on a statutory non-working day, it moves to the same time on the next working day.

1. ASPanel may change the prices of Goods in price lists available at its registered office at any time. The price is presented in offers generated and sent by ASPanel and is finally determined on the date the Buyer submits the Final Offer to ASPanel and fulfils the conditions necessary for the delivery, unless the submitted Final Offer provides otherwise, for example by specifying a period of price validity. If the Final Offer submitted by the Buyer contains a different price from that applicable on the date the Additional Conditions for Performance of the Offer are fulfilled, ASPanel will provide the Buyer with an offer reflecting the new price. The contract is concluded unless the Buyer cancels under § 4(5) of the OWS.
2. An offer submitted by the Buyer which has acquired Final Offer status may be cancelled only by ASPanel, at the Buyer’s written request, after the Buyer submits a further Final Offer agreed with ASPanel. Cancellation takes effect upon ASPanel’s confirmation and terminates the contract by mutual agreement of the Parties. Neither ASPanel nor the Buyer has any claims arising from the cancellation.
3. Written documentation, including drawings, cost estimates and offers, must not be made available to third parties and is intended solely for concluding a particular Sales Contract.
4. If, after the Buyer submits a Final Offer, its financial position deteriorates significantly or material circumstances come to light that were unknown to ASPanel when the offer was submitted, including through disclosure in relevant publications, and those circumstances materially jeopardise performance of the contract, particularly before the Buyer fulfils the additional conditions, ASPanel may withdraw from the contract in whole or in part and claim reimbursement of the costs incurred in that respect.

1. ASPanel may demand payment of the price stated on the invoice when the Buyer takes delivery of the ordered Goods. If the Goods have not been collected in accordance with § 8(1) of the General Terms of Sale, payment may be demanded when the collection period expires. The Parties may agree another payment date or method, for example by an entry on ASPanel’s invoice. In all cases, the payment term is expressed in days and calculated from the invoice date.
2. The payment date is the date the payment is credited to ASPanel’s bank account stated on the invoice or to an account specified by ASPanel.
3. In the event of late payment, ASPanel may, without further payment demands, require interest at the maximum annual rate specified in Article 359 § 2¹ of the Polish Civil Code. Late-payment interest accrues from the day following the payment deadline. Where payment for Goods is overdue, ASPanel may recover the principal, late-payment interest and court, enforcement and legal representation costs. ASPanel may also recover debt collection costs up to 10 % of the total receivables being collected.
4. If the Buyer is late in making payments to ASPanel, ASPanel may allocate the Buyer’s payment first to the costs specified in § 6(3) of the OWS, then to late-payment interest and then to the longest overdue receivables. This applies regardless of whether the Buyer has specified which receivable it is paying and even where the costs, interest and receivables arise from more than one invoice. This provision excludes the debtor’s right under Article 451 § 1 of the Polish Civil Code.
5. ASPanel also reserves the right to set off other receivables and obligations in accordance with the Polish Civil Code.
6. The Buyer has no right to set off its receivables against ASPanel.
7. If the Buyer exceeds the payment deadline for delivered Goods under even one invoice, ASPanel may make immediately payable all invoices whose payment deadlines have not yet expired but for which the Goods have been handed over.
8. The Buyer must pay for the Goods within the agreed time even if it has complained about the Goods or if collection has been delayed for reasons attributable to the Buyer.
9. The Buyer must promptly notify ASPanel in writing of every change of its registered office, place of residence or address for service of correspondence. Without such notice, correspondence sent to addresses given in the offer or other commercial arrangements between ASPanel and the Buyer is considered effectively served after one unsuccessful delivery notification.
10. The rules for granting a credit limit and deferred payment are set out in separate terms available at www.aspanel.eu and at ASPanel’s registered office.
11. ASPanel may assign its receivables to third parties.
12. ASPanel may set off any of its receivables against the Buyer against the Buyer’s receivables against ASPanel, irrespective of their legal basis, after notifying the Buyer in advance in writing or electronically. The Buyer agrees to such set-off. This right derives from Articles 498–505 of the Polish Civil Code, in particular Article 498 § 1, and this provision implements the freedom-of-contract principle in Article 353¹ of that Code.
13. Pursuant to Article 106n of the Polish Act of 11 March 2004 on Tax on Goods and Services (Dz.U. 2004 nr 54 poz. 535 ze zm.), the Buyer accepts electronic invoices and their transmission to an email address in PDF format. This acceptance remains in force indefinitely from the conclusion of the first Sales Contract based on a submitted Final Offer. The email address from which the Buyer corresponds with the Seller is used for electronic invoices unless the Buyer specifies another address in the Final Offer or an email. If the email address is unknown, the electronic invoice will be sent to the address recorded in the Polish Central Register and Information on Economic Activity (Centralna Ewidencja i Informacja o Działalności Gospodarczej) or the business register of the National Court Register (Krajowy Rejestr Sądowy). If no such address is available, an invoice will be issued and sent in the usual form. The Buyer may withdraw acceptance in writing, effective on the last day of the month in which the withdrawal reaches the Seller. The Buyer is responsible for the functioning of its information and communication equipment and associated software enabling individual distance communication. In particular, the Buyer must ensure that it can receive correspondence from the Seller. An electronic invoice is considered delivered when transferred to the server hosting the Buyer’s mailbox or sent to that email address.

1. ASPanel retains title to the Goods sold under Article 589 of the Polish Civil Code. The Buyer becomes the owner of the Goods upon full payment within the time limits specified by ASPanel.
2. If the Buyer does not pay on time, ASPanel may demand the return of Goods not paid for within the specified period. ASPanel may also claim compensation if the Goods have decreased in value compared with their price on the sales invoice, including where they have been used or damaged.
3. For the return of Goods manufactured to the Buyer’s individual order, ASPanel may charge a Handling Fee of 20 % of the value of the returned Goods. This also applies where the Parties agree to the return and the Goods are undamaged.
4. When bankruptcy or arrangement proceedings are initiated in relation to the Buyer, the Buyer must mark the Goods to indicate ASPanel’s retention of title. If Goods belonging to ASPanel are seized in enforcement proceedings against the Buyer’s assets, the Buyer must immediately notify ASPanel and cooperate with ASPanel, using all available means, in exercising its rights against the entity seizing the Goods. At ASPanel’s request, the Buyer must promptly provide all information on where Goods subject to retention of title are stored. ASPanel may inspect the Goods where they are located and repossess them if its ownership is threatened by another person’s actions.
5. The Buyer bears the risk of accidental loss of or damage to the Goods between their handover and the transfer of title to the Buyer. ASPanel may require the Buyer to insure the Goods for ASPanel’s benefit against accidental loss or damage for that period and for their full value, or to transfer to ASPanel all rights under an insurance contract concluded for the Buyer’s benefit, as well as claims against third parties responsible for destroying or damaging the Goods. In that case, the Buyer must send ASPanel a copy of the insurance policy promptly upon receiving it. The Buyer must also notify the insurer of the assignment to ASPanel of the receivable under the insurance contract and promptly send ASPanel a copy of that notice.
6. ASPanel may authorise the Buyer in writing to resell Goods subject to retention of title in the course of its business, provided that the Buyer simultaneously validly assigns to ASPanel its claim against the subsequent buyer for payment of the price. The assignment secures ASPanel’s claim for payment of the sales price by the Buyer and does not release the Buyer from paying the remaining price. On reselling the Goods, the Buyer must promptly inform ASPanel of the subsequent buyer’s identity. If the delivered Goods are to be attached to real property so that they become component parts of it, the Buyer must first provide ASPanel with other security for payment of the price, in particular a surety from the property owner or assignment of the Buyer’s receivable from the project investor.

1. In offers, ASPanel specifies only an Estimated Performance Time to assist in determining the Performance Date. ASPanel is bound by the Performance Date only where it follows from a Final Offer submitted when prepared, containing all parameters, particularly the dimensions of the materials supplied, and the Buyer fulfils on time the Additional Conditions for Performance of the Offer stipulated by ASPanel. The Performance Date is verified on the date those conditions are fulfilled. The date is also binding if ASPanel confirms it in writing clearly and unconditionally. The Buyer must collect the Goods on the date they are made available for collection, but no later than 7 days after the offer has been performed in accordance with the contract or notification that collection is possible. The Performance Date follows from production runs accepted for execution and is established when the contract is concluded, meaning when the offer acquires Final Offer status and the additional conditions are fulfilled. It also depends on other conditions set out in these OWS. If the deadline is exceeded, ASPanel may charge storage costs for uncollected products at 0.5 % of the gross value of the Goods for each day of storage, without a separate storage agreement with the Buyer. The Buyer authorises ASPanel to invoice this service. If the deadline is exceeded by 30 days, ASPanel may sell the Goods to a third party on terms and at a price of its choosing and apply the proceeds towards the Buyer’s obligation arising from the sale of the Goods.
2. If ASPanel has not confirmed the Performance Date of the Final Offer in writing, it will make every effort to prepare the Goods for collection with due regard to the Buyer’s interests.
3. If ASPanel cannot perform its obligation because of Force Majeure, the Buyer has no claim for compensation for loss resulting from non-performance or late performance of the contract. ASPanel must promptly inform the Buyer of the events preventing delivery. Force Majeure includes, among other things, disruptions to the operation of the plant not attributable to ASPanel, shortages of raw materials, restrictions resulting from orders of public authorities, natural disasters and strikes.
4. If the Buyer is late in making payment, fails to pay late-payment interest or exceeds its credit limit, further deliveries are suspended until all overdue receivables have been paid. This includes Final Offers submitted to ASPanel and Final Offers whose Performance Date has been confirmed in writing.
5. Products sold by ASPanel must be stored, transported and unloaded in accordance with the recommendations in technical catalogues, transport instructions and unloading instructions prepared by the manufacturers of the Goods sold by ASPanel.
6. If the Buyer fails to follow the transport and storage recommendations, ASPanel reserves the right not to accept any complaint claims.
7. PIR insulation boards must be stored in dry conditions. ASPanel is not liable for damage resulting from improper storage, in particular damage caused by flooding or the products becoming wet.

1. ASPanel does not provide transport services. At the Buyer’s request, ASPanel may, acting in its own name but for the Buyer’s account, enter into a carriage or freight forwarding contract with a third party. The carrier’s invoices are issued to ASPanel and re-invoiced to the Buyer as a separate item on the sales invoice. The Buyer must notify the carrier or freight forwarder at delivery of any reservations concerning the carriage, such as late arrival of the vehicle or delivery, damage or shortages, and simultaneously provide ASPanel with a copy of the notification.
2. The Goods are handed over on the means of transport when made available to the Buyer at the agreed place under the agreed INCOTERMS rule. DAP, Incoterms 2020, applies by default unless the offer or contract provides otherwise. Upon handover to the Buyer or its authorised representative, the benefits and burdens associated with the Goods and the risk of accidental loss or damage pass to the Buyer.
3. The handover place is (a) the unloading place where ASPanel organises transport, or (b) the loading place where the Buyer organises transport, unless the offer or contract provides otherwise. ASPanel selects the branch or warehouse from which the Goods are issued and the means and method of carriage. It will endeavour to take account of the Buyer’s reasonable wishes.
4. Unloading is the Buyer’s responsibility. The Buyer must provide enough qualified personnel and/or appropriate technical equipment, such as forklifts, lifting equipment or cranes, to unload safely and in accordance with occupational health and safety regulations at the agreed place. If unloading is impossible or unsafe for reasons attributable to the Buyer, the driver, ASPanel or the carrier may suspend unloading or leave the site. The Buyer bears all costs of waiting time, bringing the vehicle back, additional equipment and personnel.
5. The Buyer must unload within 2 hours of the vehicle’s arrival. After that period, a waiting charge of 500 PLN net per commenced hour may be imposed, plus VAT. If the Buyer specifies an additional unloading location, it will be charged for unloading there and, if the route is extended or materially changed, additional transport costs. Deliveries using a vehicle with a truck-mounted crane (HDS) are subject to ASPanel’s current tariff and separately applied rules.
6. The Buyer must promptly provide the information and conditions necessary to organise carriage correctly, such as a time window, access or unloading restrictions and an on-site contact. If this information is missing or incorrect, the Buyer will be charged the resulting costs of waiting time, redelivery, additional equipment or personnel.
7. On receipt, the Buyer must check that the consignment is complete and inspect the external condition of the Goods. Reservations concerning quantity, damage or packaging condition must be entered on the consignment note and a copy of the WZ document, or a damage report signed by the driver and the Buyer must be prepared. A consignment note and WZ document containing no remarks about the quantity or quality of the ordered Goods are evidence that the contract based on the Final Offer has been performed without reservations from the Buyer regarding quantity or quality.
8. If a quality or quantity defect is found, the Buyer must preserve the Goods unchanged and suspend installation or processing until ASPanel has considered the complaint. Starting installation or processing of the Goods is equivalent to accepting them as free from defects and results in loss of the right to complain.
9. ASPanel is not liable for damage occurring during unloading at the Buyer’s premises or resulting from inadequate preparation of the unloading location or the use of unsuitable equipment or personnel.
10. ASPanel’s liability for organising transport under paragraph 1 is limited to actual loss and capped at the net transport cost re-invoiced to the Buyer. ASPanel is not liable for the Buyer’s lost profits or indirect or consequential losses, including construction-site downtime costs or contractual penalties payable to third parties.

1. ASPanel will make every effort to ensure that the Goods are properly packaged.
2. The cost of single-use pallets is included in the product price. The Buyer cannot sell them back at the delivery point. Reusable pallets are governed by separate arrangements between the Buyer and ASPanel.
3. The Buyer must remove the protective film from Goods sold by ASPanel and clean their external and internal surfaces no later than 7 days after collection. Failure to do so results in loss of the ability to complain about the products. This work must be carried out when the steel facing temperature is above zero. The obligation applies irrespective of where the Goods are stored.
4. PIR insulation boards are offered for sale in packs protected by shrink-wrap film. The film retains its full protective properties for 14 days from delivery or collection of the products. ASPanel is not liable for damage resulting from reduced protective properties of the film, particularly damage arising during storage by the Recipient more than 14 days after delivery or collection. This is because the film’s properties deteriorate through ageing, prolonged storage and exposure to weather and environmental conditions. Reduced protection may also adversely affect the facings used in PIR insulation boards. ASPanel therefore is not liable for defects that may appear on the facings, such as discolouration or wetting, more than 30 days after delivery or collection. If PIR boards are purchased in a quantity smaller than a complete pack factory-packaged by the manufacturer, ASPanel is not liable for defects that may arise after the Recipient has collected the Goods.
5. Sandwich panels cut to size by ASPanel as part of preparing the Goods are cut with a tolerance of 50 mm per 1 m of cutting because of the technology used, namely manual cutting with circular saws.

1. The Parties must cooperate when complaint rights are exercised. In particular, they must provide access to defective items, supply all documents and information needed for repairs, such as building plans and technical documentation, and enable the chosen remedy for the complaint to be implemented.
2. The Seller is liable for the Goods under the laws applicable in Poland, subject to the reservations made in the Sales Contract or OWS.
3. The Buyer must inspect the quantity and quality of the Goods when they are handed over.
4. All complaints must be submitted to ASPanel promptly and in writing to be valid. The Buyer must provide information identifying the purchase: purchase date, Final Offer number, reason for the complaint and a list of the Goods complained of, including their quantities. The Buyer must also specify its claim, its value and the desired method of resolving the complaint. If the Buyer elects to exercise a guarantee right, it must provide ASPanel with the guarantee document.
5. For the Buyer to submit a complaint, it must comply with the following procedural rules:
6. The Goods must be stored, worked and processed in accordance with all relevant specialist requirements, particularly technical documentation and permit requirements, and generally accepted technical principles.
7. If a defect appears, further working and processing of the Goods must cease immediately. The Goods must be made available to ASPanel for inspection, and samples of the Goods complained of must be supplied at ASPanel’s request.
8. Quantity complaints arising from incorrect loading and complaints concerning visible physical defects caused by transport, such as bent joints, mechanical damage to facings, and abrasion or scratches to the organic coating, must be made in writing immediately after discovery and no later than the day of unloading or handover. For these complaints, the Buyer must also record the shortage or damage to the purchased Goods on the WZ document. The entry must be signed by the driver who made the delivery or the person handing over the Goods on ASPanel’s behalf.
9. Complaints concerning visible physical defects, such as dimensional deviations, surface quality, bowing or bends, other than those specified in paragraph 6 above must be made in writing immediately upon discovery, no later than 7 days after handover of the Goods, and only if the Goods have not been processed.
10. Complaints concerning manufacturing defects, meaning hidden quality defects that could not be identified despite careful examination of the Goods, must be submitted to ASPanel in writing immediately upon discovery and no later than 30 days after handover of the Goods.
11. Failure to complain within the periods stipulated in the Sales Contract and OWS, or failure to supply the required documents, causes the Buyer to lose all claims against ASPanel.
12. The Buyer must allow ASPanel to inspect the Goods complained of, including taking samples and carrying out technical tests. Otherwise, the Buyer loses all claims against ASPanel.
13. The costs of engaging an expert are borne by the Party identified by the expert as responsible for the damage.
14. If the Buyer’s complaint is found to be justified, ASPanel reserves the right to choose its final resolution according to the extent of the loss and associated costs. The resolution may be repair, replacement with new defect-free Goods, or payment of compensation determined by ASPanel, subject to any different guarantee rights stated in the guarantee document. If ASPanel accepts the complaint but refuses repair, replacement with new defect-free Goods or payment of compensation, the Buyer may demand a reduction in the purchase price or withdraw from the contract.
15. If ASPanel’s chosen method of resolving the complaint proves ineffective, the Buyer may submit another complaint.
16. If the Buyer obstructs or prevents resolution of the complaint in the manner chosen by ASPanel, it loses all claims against ASPanel. In particular, ASPanel is released from any liability for loss connected with the defects complained of.
17. Satisfaction of the Buyer’s claims in the manner described above excludes any further compensation claims on the same basis, in particular claims for damages under general principles.
18. If ASPanel recognises a right to replacement with defect-free Goods, the Buyer must, without further demand, first return the Goods to be replaced. If the Buyer does not return them within 14 days after receiving the decision accepting the complaint, ASPanel may withhold performance of the guarantee right and treat the Goods due for replacement as having been sold as second-grade Goods at a price 20 % below ASPanel’s list price.
19. ASPanel may withhold fulfilment of the Buyer’s complaint claims until the Buyer has paid all overdue amounts to ASPanel and fulfilled all other obligations towards ASPanel.
20. ASPanel is not liable for the Buyer’s indirect or consequential loss, economic losses or lost profits. This includes, in particular, losses caused by the loss of a planned structure or adjacent equipment, product, interest, remuneration or profit. In every case, ASPanel’s liability is limited to the net price of the Goods sold that the Buyer has actually paid.
21. The Buyer loses all rights to pursue any claims against ASPanel connected with the purchase of the Goods if it did not inspect the Goods upon receipt or, after inspecting them, did not promptly notify ASPanel of defects or irregularities discovered. Rights are lost in particular where the Buyer discovered defects or irregularities but installed the Goods nonetheless.
22. ASPanel is not liable for physical defects in dark-coloured sandwich panels resulting from thermal expansion. In particular, these panels are not covered by statutory liability for defects or a guarantee, regardless of their length.
23. For all dark-coloured sandwich panels, the designer must take account of thermal loads in the technical design, including when preparing the cutting list, and of the method of fixing the panels. In particular, the designer must determine the correct length of the elements.
24. For galvanised products made from hot-dip galvanised steel, dark and light grey surface areas, minor unevenness of the external surface and white rust do not provide grounds for complaint if the zinc coating still has the required minimum thickness.
25. ASPanel is not liable for damage that may occur during transport, such as scratches, abrasion or other mechanical damage to the organic coating, for products made from steel with a coarse matt, Rustika or Malaga coating if the Buyer has not purchased from ASPanel the protective film intended for those products.
26. ASPanel is not liable for damage to coated-sheet products caused by contact with wet concrete or wet wood, plaster or soil.
27. ASPanel is not liable for physical defects in products marked as second-grade Goods, also marked ”gat2”, ”g2” or ”2G”. In particular, irrespective of their type or quantity, such products are not covered by statutory liability for defects, a guarantee or any other liability for non-performance or improper performance of the contract. The Buyer purchases second-grade Goods at its own risk, in their condition at handover and at a reduced price, without any right to claims concerning their quality. At handover, the Buyer waives such claims against ASPanel for the future. In particular, the Buyer has no right to return the Goods, reduce the order, claim compensation or recover costs. Second-grade Goods may not meet standard quality requirements, and there is no guarantee that they comply with the standards adopted in the user’s country. They may depart from PN, PN-EN, DIN, RAL and other standards applicable in that country as regards steel and insulation thickness and other characteristics. Second-grade Goods may, for example, exhibit unevenness, scratches, dents, insulation or coating flaws, including colour discrepancies, departures from accepted requirements for particular dimensions and thicknesses, and other characteristics of steel and insulation thickness. Such departures from accepted standards do not constitute product defects. The Buyer confirms that the Seller has informed it of the defects which cause the Goods to be sold as second grade.
28. ASPanel states that a change in the colour of the polyurethane core in PIR insulation boards does not affect the product’s mechanical or thermal insulation properties. Colour changes occur in products stored both indoors and outdoors. Complaints on this basis will not be accepted.
29. ASPanel states that small bubbles and wrinkles in the facings used to manufacture PIR insulation boards result from the manufacturing process, during which polyurethane shrinks, a typical phenomenon. Complaints on this basis will not be accepted.
30. ASPanel states that milling PIR insulation boards reduces the effective coverage area by 2–4 %. Complaints on this basis will not be accepted.
31. Complaints about Goods must be made before installation or processing. Starting installation or processing of the Goods is equivalent to accepting them as free from defects and results in loss of the right to complain.

1. In relations between businesses, statutory liability for defects is excluded under Article 558 of the Polish Civil Code, unless the Parties agree otherwise or the loss results from ASPanel’s intentional misconduct or gross negligence. Rights under statutory liability for defects expire 6 months after handover of the Goods.
2. A guarantee covers only products for which a separate guarantee document has been prepared and provided to the Buyer. The Buyer has no right to demand that a guarantee document be issued.
3. ASPanel reserves the right to modify technical parameters compared with information in brochures, drawings and other advertising materials as a result of continuous product development improving performance.
4. Technical parameters bind ASPanel where they have been expressly agreed with the Buyer in writing as an assurance concerning the properties of the Goods sold.
5. ASPanel assures that the Goods supplied meet contemporary technical principles, the requirements of relevant permits and the contractual arrangements made with the Buyer. ASPanel further assures that the Goods sold will function without disruption when used for their intended purpose in ordinary Central European climatic and weather conditions, without direct exposure to seawater or excessive UV radiation and free from the effects of aggressive chemicals, including atmospheric pollution. For all values and dimensions of the Goods stated in relevant permits and the contract, the Buyer must allow for customary or standardised permissible deviations, meaning tolerances, unless otherwise agreed in writing. The Parties accept possible differences in colour shade arising where individual batches are delivered separately or where Goods differ in production date or sheet thickness.
6. Guarantee rights expire 6 months after handover of the Goods unless the guarantee document provides otherwise. The guarantee is not extended when defects are repaired. A new guarantee may be prepared and issued for defect-free items supplied in place of defective ones, but its period must not exceed the original guarantee period.

By accepting these OWS, the Buyer consents to the processing of its personal data by ASPanel and entities acting on its behalf domestically and abroad in connection with performing Sales Contracts for Goods offered by ASPanel and for marketing purposes connected with ASPanel’s business. The Buyer has all rights under the Polish Personal Data Protection Act of 29 August 1997 (Dz.U. z 2002, Nr 101, poz. 926 ze zm.), in particular the right to access its own data.

1. All time limits specified in the OWS and Sales Contract are stipulated for ASPanel’s benefit.
2. Matters not regulated in these OWS are governed by the Polish Civil Code.
3. If some provisions of the OWS become invalid because different statutory rules are introduced, the remaining provisions remain valid.
4. ASPanel reserves the right to use information about projects or design or construction works using ASPanel’s products or technology. Such use includes marketing activities, in particular providing information about those projects and/or works, recording them in photographs or other graphical form and including them in ASPanel’s advertising materials.
5. ASPanel and the Buyer will seek to resolve amicably any disputes arising in connection with performance of contracts covered by these terms. If an amicable resolution is not possible, the court with jurisdiction over ASPanel’s registered office will have jurisdiction to resolve the dispute.