General Terms & Conditions valid to 29th January 2022

General Terms & Conditions for Sales and Delivery of Products and Serviced rendered by UGOS

General provisions.

§ 1

1. These General Terms & Conditions for Sales and Delivery of Products and Serviced (hereinafter referred to as “GT&C”) shall apply to any contract or agreement (hereinafter referred to as “the Contract”) entered into, in any form, by and between UGOS (hereinafter referred to as “UGOS”) and the Buyer.
2. These GT&C constitute an integral part of any contract referred to in Section 1 above.

§ 2

1. The Buyer, as defined by the GT&C, shall be any business, i.e. either a legal person or organizational entity without legal personality or a natural person conducting any business or professional activity.
2. The GT&C shall not apply to any consumer agreement, as defined by Art. 22[1] of the Civil Code.

§ 3

1. The GT&C shall be binding from the moment the Buyer has been offered an opportunity to read and understand the GT&C in any manner, and the Buyer accepts that it is sufficient if UGOS send the GT&C to the Buyer by electronic means.
2. The moment of entering into the contract shall be defined by the parties as the moment UGOS has confirmed that the Contract, as set forth by the Parties as a result of previously conducted negotiations, is going to be performed.

§ 4

The Contract may also include any provisions other than included in the GT&C. In such case, the Parties shall be bound by the Contract, and by the GT&C in the scope of provisions unaltered by the Contract.

Conclusion of the Contract.

§ 5

1. Any Contract shall be determined by negotiations, conducted in any form, including by means of long-distance communication, in particular, e-mail, phone or fax.
2. UGOS shall prepare, and provide the Buyer with, information concerning conditions of the Contract, comprising at least the following:
a) description of goods or services which constitute the subject matter of the Contract;
b) suggested net price, expressed in PLN;
c) provisional delivery date;
d) payment terms and conditions;
3. Information referred to in § 5 Section 2 of the GT&C shall not constitute an offer in the meaning of Art. 66 § 1 of the Civil Code.

§ 6

Any Contract to be concluded with the Buyer who has not paid any amounts payable to UGOS as of the date of entering into the Contract shall be concluded under suspensory condition which is payment of the aforementioned due amounts by the Buyer. By entering into the Contract, the Buyer shall acknowledge debts resulting from due amounts referred to in the previous sentence, and, in case these due amounts are paid within 7 days from the Contract date, the Seller shall not require any interest to be paid by the Buyer for delay in payment of those amounts. In case the aforementioned amounts are not paid within 7 days from the Contract date, such Contract shall be terminated without any requirement to present any additional statement in this matter by any of the Parties.

§ 7

The Contract shall be entered into at the moment the Buyer accepts the offer by confirming this fact in any manner.

§ 8

1. Pursuant to the Contract, UGOS shall transfer title of ownership to the subject matter of the Contract to the Buyer, and the Buyer shall, in particular, pay the price and accept and collect the subject matter of the Contract.
2. The Buyer shall also provide the address to be used for communication in any matter related to concluded Contract, contact details of a person authorised to act in any matter related to concluded Contract, and the address to be used for delivery of goods included in the Contract.
3. In case the Contract is concluded despite the Buyer fails to perform any of its obligations referred to in § 8 Section of the GT&C, UGOS shall be entitled to:
a) put performance of the Contract on hold; or
b) leave the subject matter of the Contract delivered at the address, indicated by the Buyer, at the cost and risk of the Buyer; or
c) hand over the subject matter of the Contract to a person staying at the address, indicated by the Buyer, in particular, a site manager, a representative of the Investor or the General Contractor.
4. In case the subject matter of the Contract includes water and waste water treatment facilities, Specific Conditions of Installation, Start-Up and Maintenance for Water and Waste Water Treatment Facility shall apply; such Conditions are applied in the scope not included in the GT&C, and in any case such Conditions include provisions which differ from the G&C in similar matters.
Contract Performance Conditions

Contract Performance Conditions.

§ 9

1. In any case, the place where UGOS performs any services included in the Contract shall be registered office of UGOS.

2. The subject matter of the Contract shall be released at the moment it is handed over to the Carrier which, in the scope of its business, delivers the subject matter of the Contract to the Buyer, under conditions set forth in the Contract and the transport contract, entered into by and between the Seller and the Carrier. The Carrier and the transport contract conditions shall be chosen at the Seller’s discretion. At the moment the subject matter of the Contract is entrusted to the Carrier, the risk of loss of or damage to the subject matter of the Contract shall pass to the Buyer.

3. UGOS may undertake to perform, to the benefit of the Buyer, an installation of the subject matter of the Contract under conditions set forth by the parties by negotiations, and UGOS shall indicate any actions the Buyer is requested to complete in order to enable performance of installation and start-up of the subject matter of the Contract. Installation and start-up service shall be charged separately, and its price and conditions are provided in the offer.

4. Any delay of actions to be performed by the Buyer, referred to in § 9 Section 3 above, shall not entitle the Buyer to hold payment of the purchase price for the subject matter of the Contract. Additionally, UGOS shall not take any responsibility for failure to perform or undue performance of such actions by the Buyer.

5. In case UGOS and the Buyer agree that, upon conclusion of the Contract, the Buyer pays advance payment, its payment (UGOS bank account credited by the amount of advance payment as set forth in the Contract) marks the beginning of the delivery time for the subject matter of the Contract as well as its delivery time for installation and start-up. Failure to pay such advance payment shall not be regarded as withdrawal from or termination of the Contract by the Buyer in any form and by any reason, and, in such case, the Buyer shall nevertheless be obliged to pay the purchase price if UGOS indicates, in any manner, its readiness to perform the Contract to the benefit of the Buyer.

6. Any payment due to the Contract shall be made by the Buyer according to the invoice issued by UGOS, to the bank account indicated in such invoice.

7. The Parties mutually agree that the date of issue of any invoice shall be the date of delivery of the subject matter of the Contract by Ugos. The Parties also mutually agree that the payment term, indicated in any invoice, shall not be less than 30 days from its date of issue. In case the subject matter of the Contract is delivered in parts, UGOS shall be entitled to invoice each and every delivered part of the subject matter of the Contract separately.

8. UGOS shall reserve a possibility to limit, with respect to amount, values of purchase orders being delivered to the Buyer, depending on financial situation of the Buyer, its commercial performance, and its ability to pay any amounts due to UGOS.
In case the Buyer is denied a merchant credit by an insurance association, UGOS shall be entitled to demand payment for any goods ordered to be made 2 days before shipment.

9.

If and to the extent that the scope of deliveries includes software, the Buyer shall be entitled to non-exclusive right of use of software to be delivered, together with its documentation. Such software shall be provided for use on specific subject matter of the Contract, designed for such use. Using software on more than one system shall be prohibited. The Buyer may only copy, rework or translate such software or transform object code to source code to the extent set forth in statutory acts (Art. 75 of the Copyright Act of the 4th of February, 1994). The Buyer shall undertake not to remove any manufacturer’s designations, in particular, copyright reservations, and not to alter them, without prior consent by the Seller. Either the Seller or the software Supplier shall be entitled to all other rights to software and documentation, including copies. Sublicensing shall not be permitted.

Delivery time for the subject matter of the Contract.

§ 10

1. Delivery times for the subject matter of the Contract shall be indicated in an offer referred to in § 5 Section 2 of the GT&C.

2. Failure to comply with delivery time or installation and start-up time by UGOS, by reasons attributable to the Buyer, shall not authorise the Buyer to hold payment of the purchase price, and any such holding of payment may constitute grounds for the Buyer to rescind from the Contract in its part concerning the obligation to install and start up as well as to deliver the subject matter of the Contract. In such case, delivery as well as installation and start-up of the subject matter of the Contract are to be provided at the Buyer’s discretion. UGOS shall be authorised to issue invoices which, in total, amount to the purchase price. In case the subject matter of the Contract is delivered in parts, UGOS shall be entitled to hold delivery of any part if the Buyer delays payment of amounts due for a part of the subject matter of the Contract which has already been delivered to the Buyer.

3. In case of any delay in delivery time, UGOS shall pay the Buyer a contractual penalty in the amount of 0.2% of the purchase price for each commenced week of delay. The contractual penalty, as stated above, shall exhaust all possible claims by the Buyer, lodged in case of delay in delivery time or in case of delay in installation and start-up time, in particular, any compensation claims due to requirement for the Buyer to pay any amounts requested to be paid as a result of delay in delivery time attributable to UGOS with regard to performance of the Contract. The contractual penalty, as stated above, shall not exceed 5% of the price of the subject matter of the Contract.

4. A part of the subject matter of the Contract shall be performed by UGOS subcontractors. The Buyer shall not be entitled to lodge any claims against UGOS due to undue performance of or failure to perform the Contract by UGOS resulting from undue performance of or failure to perform a contract concluded by and between UGOS and its subcontractor which performed a part of the subject matter of the Contract.

Warranty.

§ 11

1. UGOS provides the Buyer with a guarantee for the subject of the contract in the scope and under the conditions specified in the guarantee document the Buyer was given by UGOS. To enable UGOS to repair a defect covered by the guarantee, the Buyer shall empty and remove the device that is subject to guarantee repair at its own cost. Providing services, including cleaning, waste collection and disposal, technical reviews and any other required operations, shall not be covered by the Contract. Such services shall be charged separately and shall require a separate contract, setting forth specific conditions of rendering such services. The Buyer shall undertake to comply with the maintenance intervals of the subject matter of the Contract and with any and all provisions indicated in the Operation Manual and the warranty conditions, such undertaking to comply being a condition to being provided with entitlement to lodge any warranty and post-warranty claims.

2. The warranty shall be granted, provided that the Buyer pays the entire purchase price. Subject to due performance of the Contract by the Buyer, in particular, completion of payment of the entire purchase price by the Buyer, the Seller shall allow the Buyer to transfer its warranty rights to a third party, in particular, the Investor.

3. The Buyer shall only be entitled to warranty claims due to any defects being found in the subject matter of the Contract, under conditions set forth in the warranty document. In case, at any moment, the Buyer suffers any damage due to any defect in the subject matter of the Contract, UGOS shall pay the Buyer a contractual penalty amounting to an equivalent of 1% of the purchase price, and such contractual penalty shall only be paid once to the Buyer and shall exhaust all claims available to the Buyer due to any defect in the subject matter of the Contract, in particular, any compensation claims due to requirement for the Buyer to pay any amounts requested to be paid as a result of any defect in the subject matter of the Contract.
4. UGOS may transfer any warranty entitlements to the subject matter of the Contract or its part if it has been delivered by a third party, under conditions stipulated in the warranty document.

Final provisions.

Any disputes arising out of or related to the Contract which cannot be settled in amicable way shall be settled by a common court with jurisdiction over the registered office of UGOS.

General Terms of Services concerning technical maintenance and emptying

General provisions.

§ 1

These General Terms of Services (hereinafter referred to as “GTS”) shall apply to any contract or agreement (hereinafter referred to as “the Contract”) entered into, in any form, by and between UGOS (hereinafter referred to as “UGOS”) and the Principal, related to services provided by UGOS in the scope of technical maintenance of clarifiers and sedimentation tanks being offered and sold by UGOS.
These GTS constitute an integral part of any contract referred to in Section 1 above.

§ 2

The Principal, as defined by the GTS, shall be any business, i.e. either a legal person or organizational entity without legal personality or a natural person conducting any business or professional activity.
The GTS shall not apply to any consumer agreement, as defined by Art. 22[1] of the Civil Code.

§ 3

The GTS shall be binding from the moment of conclusion of the Contract, and, in any case, no earlier than from the moment the Buyer has an opportunity to read the GTS. Conclusion of the Contract shall be defined as the moment the Principal has accepted the offer provided by UGOS according to the GTS provisions.

§ 4

The Contract may also include any provisions other than included in the GTS. In such case, the Parties shall be bound by the Contract, and by the GTS in the scope of provisions unaltered by the Contract.

Zawarcie Umowy.

§ 5

Any Contract shall be determined by negotiations, conducted in any form, including by means of long-distance communication, in particular, e-mail, phone or fax.
UGOS shall prepare, and provide the Principal with, an offer to enter into of the Contract, comprising at least the following:

detailed description of services being the subject matter of the Contract, and possibly description of services not included in the subject matter of the Contract;
suggested net price for rendering services referred to in section a) above, expressed in PLN or any other currency;
payment terms and conditions;
any provisions concerning contractual penalties provided for by the Contract;
a method for collection, transport and neutralisation of waste generated at the Principal’s facility in relation to services rendered according to the Contract;
a document certifying conclusion of third party liability insurance contract by UGOS, with regard to business conducted by UGOS;
contents of the GTS in any form and any manner, including by electronic mail or fax.

§ 6

Any Contract to be concluded with the Principal who has not paid any amounts payable to UGOS as of the date of entering into the Contract shall be concluded under suspensory condition which is payment of the aforementioned due amounts by the Buyer. By entering into the Contract, the Principal shall acknowledge debts resulting from due amounts referred to in the previous sentence, and, in case these due amounts are paid within 7 days from the Contract date, the Contractor shall not require any interest to be paid by the Principal for delay in payment of those amounts. In case the aforementioned amounts are not paid within 7 days from the Contract date, such Contract shall be terminated without any requirement to present any additional statement in this matter by any of the Parties.

§ 7

The Contract shall be entered into at the moment the Principal accepts the offer, provided according to provisions of § 5 Section 2 of the GTS, by confirming this fact in any manner, including by electronic mail or fax.

Contract Performance Conditions.

§ 8

Pursuant to any Contract, UGOS shall provide services stipulated in detail in the Contract, under conditions indicated in the Contract, and the Principal shall, in particular, pay any amounts due to UGOS in time and comply with any other provisions of the Contract.
In particular, the Principal shall be obliged to:

ensure the data provided in an inquiry / service order are true and in compliance with the state found by the Contractor at the site where such service is going to be rendered;
provide UGOS with access to any premises where any equipment to be serviced as a part of the Contract is located, in time indicated by UGOS, and if such equipment is located outdoors, to provide free access for the sanitation tank truck within a distance of maximum 10 metres, on a previously agreed day;
grant any information necessary to render service in question, if requested so by UGOS;
ensure access to a water hydrant inlet, within a distance of maximum 60 metres from the equipment, and to a power grid, within a distance of maximum 10 metres from the equipment;
ensure a design for traffic organisation, related to occupation of a road lane, as well as any formalities and appropriate signs for the Contractor’s service team, in case the equipment to be serviced is located within a road lane;
any other actions indicated in the Contract.

The Contract stipulates consequences for a failure to comply with any of the obligations imposed on the Principal by the GTS or the Contract.
UGOS shall not bear any responsibility for any damage resulting from undue performance of the Contract by the Principal, in particular, resulting from the Principal’s failure to comply with any obligations related to maintenance and technical review of the equipment according to the intervals indicated in the Contract.

§ 9

In any case, the place where UGOS performs any services included in the Contract shall be the place of installation of equipment to be serviced.
The Contractor acts as a waste producer, it does not carry out the installations, in accordance with the Waste Act.
UGOS shall provide services included in the Contract using its own means and supplies or means of supplies of its subcontractors, professionally providing services included in the Contract. In case the services included in the Contract are entrusted with a subcontractor, referred to in the previous sentence, UGOS shall not take responsibility for any damage resulting from any action or omission of such subcontractor.
UGOS holds valid third party liability policy for its business.
In case any damage occurs in the course of performance of services included in the Contract, the Principal shall be obliged to cooperate with UGOS and to take any effort aiming to minimise consequences of such damage. In case the Principal refuses to take appropriate actions, UGOS shall not take any responsibility for any loss of the Principal resulting from the Principal’s failure to comply with the cooperation request.

Final provisions.