General terms and conditions of sale

GENERAL TERMS AND CONDITIONS OF SALE

1. Preliminary Provisions
   • These General Terms and Conditions (hereinafter referred to as the "GTC") establish the legal framework for all offers submitted by IoT Solution sp. z o.o. (hereinafter referred to as the "Seller") and all sales agreements concluded between the Seller and the purchaser (hereinafter referred to as the "Customer") concerning the supply of Products or Software within the territory of the Republic of Poland (hereinafter referred to as the "Agreement").
   • Where deliveries are made outside the territory of the Republic of Poland, the terms governing performance of the Agreement, in particular those relating to transport, transfer of risk, insurance, customs and tax liability, as well as compliance with the laws of the country of destination (including export authorisations, sanctions restrictions and regulations concerning dual-use products), shall be separately agreed by the Parties in writing, failing which they shall be null and void. Unless otherwise agreed, the provisions of these GTC shall apply accordingly, taking into account Polish law and the international Incoterms 2020 rules.
   • The provisions of the GTC shall apply to all legal relationships between the Seller and the Customer, where the Customer is a legal person, an organisational unit granted legal capacity under separate regulations, or an entrepreneur within the meaning of Article 43¹ of the Polish Civil Code (excluding consumer sales), including public finance sector entities or other public institutions operating in any of the above forms, unless the Parties have entered into a separate written agreement.
   • The conclusion of a separate written agreement excludes the application of the GTC only to the extent that such agreement regulates a matter in a manner that modifies the provisions of the GTC.
   • The Seller shall not be bound by any general terms and conditions used by Customers to the extent that they conflict with the GTC. In all other respects, general terms and conditions used by the Customer may bind the Seller only if confirmed by the Seller in writing. The GTC shall apply even where the Seller performs services for the Customer without reservation while being aware of conflicting or differing terms of the Customer.
   • The Customer represents to the Seller that it acts as an entrepreneur in the course of its business activity and does not have consumer status under Polish law in relation to the purchases made.

2. Definitions
   • For the purposes of these GTC, the following terms shall have the meanings set out below:
     • "Confidential Information" means all data and materials in any form disclosed by one Party to the other under the Agreement which have been expressly designated as confidential or whose nature, in the circumstances, clearly indicates that they are confidential. Confidential Information does not include information that is publicly known, already in the possession of the other Party, independently developed, or obtained from a third party without any duty of confidentiality.
     • "Intellectual Property Rights" means all intangible rights, including patents, utility models, copyrights, trademarks, trade names, design rights, database rights, know-how and trade secrets, whether registered or unregistered, together with all applications for registration, extensions and renewals thereof and all similar forms of protection worldwide.
     • "Products" means all devices, Software, consumables, accessories and other goods supplied by the Seller under the Agreement or an Order.
     • "Software" means digital products and content, computer programs, applications and embedded software in any form, excluding source code, which is defined as the human-readable form of an application or software necessary for its understanding, maintenance, modification, repair or improvement.
     • "Third-Party Products" means products and software supplied by other vendors. Where they are supplied by the Seller, they are supplied on an "as-is" basis and are subject to the terms of those vendors, including in relation to warranties, licences, liability and prices. Prices of Third-Party Products may change depending on the pricing policies of those parties.

3. Scope and Purpose of Commercial Proposals
   • The applicable prices of Products and Software shall be those set out in the Seller's price lists in force on the date the Order is placed, unless the Seller presents an individual offer.
   • Where an offer is presented, its pricing and other terms shall apply only to the Products and Software specified therein and shall remain binding for 30 days from the date of issue, unless the offer states otherwise.

4. Rules for Entering into Agreements and Placing Orders
   • A sales Agreement shall be concluded in one of the following ways: (i) upon confirmation by the Seller of an Order placed by the Customer (the Agreement is concluded at the time of confirmation), or (ii) upon signature of a written agreement by both Parties.
   • Before placing its first Order, the Customer shall provide its identification numbers and enable their verification in public registers (CEIDG, KRS, REGON), provide a list of persons authorised to place Orders, and sign a statement in which the Customer confirms that: (i) it is not subject to sanctions restrictions arising under national or international law, (ii) it is not controlled by, nor connected through capital or personal links with, any sanctioned entity, (iii) it does not intend to use the Products or Software for purposes subject to restrictions concerning so-called dual use, and (iv) it undertakes to comply with all applicable laws relating to export, re-export and restrictions on technology transfer. By placing an Order, the Customer accepts these GTC and makes the statement in the wording attached to the GTC.
   • Orders may be placed electronically at the following e-mail address: sklep@iotsolution.pl or through the Seller's online store available at: https://shop.iots.eu/, provided that the Customer meets the technical requirements and follows the Order placement procedure specified in the online store regulations.
   • The Customer's Order must contain at least the Customer's full details and the details of the person placing the Order, a precise description of the subject matter of the Order (including catalogue numbers and quantities in the case of Products), and the delivery location.
   • Orders must be placed by persons authorised to represent the Customer or holding written authorisation delivered to the Seller. The Seller shall confirm the Order in writing or electronically.
   • Notices and communications between the Parties may be made electronically, in particular by e-mail, unless the other Party has reserved the written form. The Seller shall not be liable for the consequences of the Customer's lack of access to ICT systems or interruptions to network operation beyond the Seller's control.

5. Changes to Orders and Products
   • Either Party may request changes to the scope, performance time, delivery schedule or price of an Order.
   • The Seller reserves the right to make changes to the Products (including their specifications, catalogues and brochures) at any time without obtaining the Customer's consent.
   • The Seller may perform its obligations in part, provided that this is not contrary to the Customer's legitimate interests.

6. Product Delivery Terms
   • The Seller undertakes to deliver the ordered Products within the territory of Poland to a location previously agreed with the Customer.
   • Products shall be delivered in accordance with the Incoterms 2020 rule specified in the Offer/Order. Unless the Offer/Order provides otherwise, delivery shall be made on DAP (Delivered At Place, Incoterms 2020) terms. In such a case, risk shall pass to the Customer when the Products are placed at its disposal on the arriving means of transport, ready for unloading at the agreed location.
   • The risk of accidental loss of or damage to the Goods shall pass to the Customer upon their handover to the carrier. From that moment, the Customer shall be liable for any damage to the Product. The Seller shall not be liable for damage occurring during transport.
   • The Customer shall be responsible for unloading and installing the Products and shall bear the associated costs and risks. The Customer undertakes to ensure the presence of a person authorised to accept the delivery at the agreed place and time. Refusal to accept the Product or the absence of an authorised person shall not release the Customer from its payment obligation.
   • If the Customer fails to accept the Products on the agreed date or fails to collect them after being notified, the Seller may cancel the sale without further notice, without prejudice to its right to claim damages. Otherwise, the Customer shall bear the costs of storing the Products until they are collected.
   • The Customer shall be fully responsible for verifying that the delivery is consistent with the accompanying invoice or Order and for inspecting the condition of the shipment in the presence of the carrier. In the event of any discrepancy, damage to the external packaging or any interference with its contents, the Customer must complete a damage report with the courier and immediately provide a copy of the report to the Seller, failing which the Customer shall forfeit its claims. The Customer must notify the Seller of the matter without delay, but no later than within 3 days from the date on which the Product was delivered or collected, failing which the Customer shall forfeit any claims arising therefrom.
   • Failure by the Customer to report material non-conformities of the Products within three calendar days of delivery, or commencement of their use in the Customer's operations, shall be deemed acceptance of the delivery.
   • If the Customer receives a Product that does not conform to the accompanying invoice or Order, the Customer shall, after notifying the Seller, return the Product to the address indicated by the Seller at the Seller's expense. The Seller undertakes to dispatch the correct Product, subject to its availability and after confirming receipt of the Product that did not conform to the Order.
   • A complaint concerning a Product must be submitted within 7 days of the defect being discovered.
   • For Orders with a delivery date no later than two (2) months from the date the Order is placed, performance shall be based on the prices in the Seller's price lists applicable on the date the Order is placed, unless the offer provides otherwise.
   • Orders with a later delivery date require the conclusion of a written agreement.
   • Delivery outside the country shall be subject to a separate agreement concerning transport costs.

7. Time Limits
   • Delivery dates indicated on the online store website are estimates and do not constitute a binding commitment of the Seller, unless the Seller has expressly confirmed in writing (including in documentary form) that the Order will be completed by a specified date.
   • After the Customer places an Order and makes payment, the Seller shall verify the Order. Acceptance of the Order for performance shall be confirmed by sending an Order confirmation to the Customer.
   • If, after the Customer places an Order, it becomes apparent that the actual delivery date is later than the date indicated on the online store website, the Seller shall inform the Customer of the new expected delivery date in the Order confirmation.
   • The Customer may decline to accept the revised delivery date referred to in Clause 7.3 above and, within 3 (three) business days of receiving the Order confirmation, submit a statement cancelling the Order.
   • If the Order is cancelled in accordance with Clause 7.4, the Seller shall refund all payments received from the Customer within 7 (seven) business days of receiving the cancellation statement, using the same payment method used by the Customer, unless the Customer expressly agrees to another method of refund.
   • Failure by the Customer to submit a statement cancelling the Order within the period specified in Clause 7.4 shall be deemed acceptance of the new delivery date.
   • The delivery period shall begin at the later of the following: (i) confirmation by the Seller that the Order has been accepted for performance, (ii) receipt by the Seller of all information necessary to perform the Order, or (iii) receipt of full payment, where payment is required before the Order is performed.
   • In the event of a delay in delivery, replacement or repair during the warranty period attributable to the Seller, the Seller shall, at the Customer's written request, pay a contractual penalty of 0.02% of the net value of the undelivered or defective Product or Software for each day of delay, but no more than 5% of that value.

8. Pricing Arrangements, Payment Terms and Tax Matters
   • Prices of Products and Software are net prices and shall be increased by the applicable VAT on the date the VAT invoice is issued.
   • New prices shall apply after the expiry of the notice period, provided that accepted Orders shall be performed at the prices applicable when they were accepted.
   • Invoices shall be issued no later than on the date of delivery, and payment shall be made within seven (7) days from the invoice date, in Poland, without any charges being borne by the Seller.
   • In the event of late payment, the Customer shall pay statutory interest for late payment in commercial transactions.
   • If the Customer delays payment of remuneration, the Seller shall be entitled to demand compensation from the Customer for debt recovery costs, converted at the average exchange rate announced by the National Bank of Poland in accordance with Article 10 of the Act of 8 March 2013 on Payment Terms in Commercial Transactions.
   • Failure to make payment on time shall cause all amounts owed by the Customer to become immediately due and payable and shall entitle the Seller to suspend performance of its own obligations until payment is made.
   • If the delay in payment exceeds thirty (30) calendar days and the Customer fails to settle the amount due within eight (8) days of service of a written demand for payment, the Seller shall be entitled to cancel the sale through the Customer's fault and at the Customer's expense, without having to submit any additional statement of withdrawal from the Agreement. The demand referred to above may be sent in documentary form (including by e-mail) or by registered letter with acknowledgement of receipt. Cancellation of the sale shall not prejudice the Seller's right to claim statutory interest for late payment in commercial transactions or compensation for losses incurred, including storage, logistics or costs of placing the Products back on the market.
   • The Customer shall not be entitled to set off any claims without the Seller's prior written consent.
   • In the event of late payment, the Seller shall be entitled to immediately suspend deliveries and acceptance of further Orders until all arrears and interest have been paid. Suspension of deliveries shall not constitute a breach of the Agreement by the Seller and shall not entitle the Customer to claim damages. The Seller may make resumption of performance of Orders conditional upon prior payment of all overdue amounts and, at its sole discretion, upon prepayment or other security for payment for future performance.
   • The Seller reserves the right to change the prices of Orders accepted for performance if the percentage change in the EUR/PLN exchange rate over the preceding three months exceeds 1% compared with the rate applicable on the date the Agreement was concluded or the Order was accepted, or in the event of any increase in the costs of raw materials, transport or labour, where the average change in costs over the preceding 3 months compared with Y-1 exceeds 1% according to the Producer Price Index published quarterly by Eurostat. The Seller shall notify the Customer of the price change in writing or electronically. The new price shall apply 7 days after delivery of the notice, subject to Clauses 8.11-8.12.
   • If the Customer does not accept the new price referred to in Clause 8.10, the Seller shall propose a replacement product with equivalent functionality and technical parameters. If the Seller presents such a proposal, the Customer shall accept or reject it within the period specified in the proposal. Failure to respond within that period shall be deemed a rejection.
   • If the new price referred to in Clause 8.11 is not accepted, the Customer shall be entitled, within 5 (five) business days from delivery of the information referred to in Clause 8.11, to submit a statement withdrawing from the Agreement in respect of the unperformed part. The statement must be made in writing, failing which it shall be null and void, and shall not give rise to any claim by the Customer for damages or compensation for lost profits.

9. Retention of Title and Risk of Damage
   • Unless otherwise agreed in the Order, the Seller shall retain title to the Products until the price has been paid in full.
   • Intellectual Property Rights in the Software shall at all times remain vested in its manufacturer or another entitled entity, unless otherwise indicated. The Customer acquires only a non-exclusive right to use the Software on the terms set out in the relevant licence.
   • If the Products are processed or incorporated into other goods, the Seller shall have a lien over such goods until the full price has been paid. The Customer undertakes to inform third parties of this retention of title.
   • The Seller does not accept returns of Products or Software. In particularly justified cases, after considering the Customer's written request, the Seller may agree to accept a returned Product, provided that all of the following conditions are met: (i) the Product is returned within 14 days from the date of delivery, (ii) the Product has not been used, shows no signs of installation or operation, and is suitable for further resale in an undeteriorated condition, and (iii) the Product was not adapted to the Customer's individual needs and was not manufactured or ordered to the Customer's individual specification.
   • If a Product return is accepted, the returned Product shall be delivered, at the Customer's cost and risk, to the Seller's designated warehouse. The original delivery costs shall not be refunded. For an accepted return, the Seller shall charge a handling fee equal to 20% of the net value of the returned Product, not less than PLN 50.00 and not more than PLN 10,000.00.
   • For Software made available to the Customer in intangible form (in particular by download, activation, provision of a licence key or access code), any right to return the Software or withdraw from the Agreement after use of the Software has commenced is excluded.
   • The Seller's rights under this Article shall survive expiry or termination of the Agreement.

10. Product Marking and Packaging
    • The Seller warrants that the marking and packaging of the Products comply with applicable law.
    • A declaration of conformity and technical documentation shall be made available at the Customer's request.
    • The Seller represents that the Products comply with the essential requirements of Polish law, applicable EU regulations and relevant standards.
    • The offer price includes the Seller's standard packaging. Non-standard packaging shall be subject to an additional charge.

11. Export and International Sanctions
    • Products may be subject to regulations concerning economic sanctions, export controls and restrictions on dual-use applications. If the Customer intends to export Products outside the territory of the Republic of Poland, the Customer undertakes to contact the Seller or the manufacturer directly in advance and to comply with all applicable national, EU and international regulations in this respect.
    • Without the appropriate authorisations and the Seller's consent, the Customer shall not export or re-export Products or Software to restricted destinations or parties, nor use them for prohibited purposes.
    • The Seller shall be entitled to suspend performance of an Order if the required licences, administrative authorisations or certificates are unavailable, in particular in relation to export controls, re-export, dual-use products, military, ICT or cryptographic applications, or where there is a risk of breaching national, EU or international laws concerning economic sanctions or technology restrictions.
    • The Customer shall be liable for all losses and costs resulting from non-compliance with export regulations.
    • At the Seller's request, the Customer undertakes to provide an end-use statement.
    • The Seller shall not be liable for delays resulting from changes in export regulations.

12. Environmental Protection Provisions
    • The Party in possession of product waste shall be responsible for its removal and disposal.
    • In the case of professional electrical and electronic equipment, organisational and financial responsibility for the removal and treatment of waste shall pass to the direct Customer.
    • The Customer undertakes to collect, remove, treat and recycle such waste.

13. Intellectual Property Rights and Software Licence
    • Intellectual Property Rights in all technical information, documentation, methodologies or know-how made available by the Seller shall remain vested in the Seller or, as applicable, the manufacturer of the relevant Product or Software. The Customer acquires only the right to use such information to the extent necessary to use the Product for its intended purpose.
    • The Seller or the relevant third party shall retain title to the Software, embedded software and third-party software.
    • No Intellectual Property Rights are transferred to the Customer, except for a limited licence to use the Software, granted upon payment of the full licence fee and subject to compliance with the terms of the end-user licence agreement.
    • Where the supplied Software is subject to a separate manufacturer's licence agreement (EULA), the Customer undertakes to comply with its terms. Before first using the Software, the Customer shall receive the text of the relevant licence.
    • The Software may contain components owned by third parties, the use of which may be subject to additional licence terms.
    • Without the written consent of the Seller or, as applicable, the manufacturer, the Customer may not copy, modify, sublicense, decompile or reverse engineer the Software, except where permitted by law for the purpose of integration with other software.
    • The Customer undertakes to keep the Software strictly confidential. The Customer may make one backup copy of the Software and a limited number of copies of the documentation.
    • The Customer undertakes to keep records of Software use and, at the Seller's request, provide the Seller with a certificate of licence compliance.
    • Upon reasonable prior notice, the Seller shall be entitled to audit the legality of the Customer's use of the licensed Software. If unauthorised use or a licence breach is identified, the Seller may demand an additional payment (for example, the missing licence fee) or compensation for the loss suffered.
    • The Customer may not transfer the Software licence without the Seller's written consent.
    • The terms of use of the Software and databases are set out in the relevant licences.
    • The Seller may discontinue the supply of Products or Software that may infringe third-party rights. If Products or Software are found to infringe third-party rights, the Seller may, at its own expense, obtain a licence, replace or modify the infringing element. If this is not possible, the infringing element shall be returned to the Seller and the Seller's liability shall be limited to refunding the amount paid, less depreciation.
14. The provisions of this Clause set out the Parties' entire liability in respect of infringements of Intellectual Property Rights. Neither Party shall have any other claims on this account, except where such claims arise under mandatory provisions of law.

15. Warranty for Products and Software
    • The Seller warrants that Products manufactured by the Seller shall be free from defects in design, materials and workmanship under normal use. The Software shall perform its basic functions during the Warranty Period, but the Seller does not warrant uninterrupted or error-free operation.
    • For defects covered by the warranty, the Seller's sole obligation shall be to repair or replace the defective Products/parts or provide a Software update.
    • The warranty may be exercised only if the Seller is notified of the defect without delay.
    • The warranty does not cover Third-Party Products, Products or Software repaired or modified by third parties, non-compliance with the Customer's design, damage resulting from negligence, accident, improper use, maintenance or storage, or transfer of the Software from the original device.
    • The warranty does not cover labour, transport, dismantling, installation or other costs associated with repair or replacement.
    • Responsibility for Third-Party Products rests exclusively with the relevant manufacturer or supplier of those Products. The Seller provides no additional warranties or representations in relation to Third-Party Products, which are supplied on an "as-is" basis in accordance with the terms specified by the manufacturer or external supplier. These warranties are exclusive and replace all other warranties, except the warranty of title.
    • Where the Seller acts as an authorised distributor of Third-Party Products, the Seller shall, at the Customer's request, take action on the Customer's behalf to pursue warranty claims against the manufacturer or supplier of those Products. The Seller undertakes to promptly transfer to the Customer any benefits received from the manufacturer following a successful complaint. The Seller does not guarantee the success of such claims and shall not be liable if the manufacturer rejects the complaint.
    • The Seller does not warrant that the Products or Software will meet the Customer's requirements or that their use will be uninterrupted, secure or error-free.
    • The Seller does not warrant that the Products or Software will be secure against vulnerabilities, damage, viruses, hacking attacks, etc.
    • The Warranty Period is specified in the Seller's e-catalogue and, if no such information is provided, shall be twelve (12) months from the date of delivery.
    • Repair, modification or replacement of a Product shall not extend the Warranty Period, except in specified cases. The Customer's warranty claims are conditional upon compliance with the obligations to inspect and report defects immediately after they are discovered.
    • At the Seller's request, the Customer undertakes to return the defective Product at its own expense.
    • The Seller may decide to carry out the repair at the Product's installation site, covering labour costs only.
    • The Customer shall not carry out repairs itself or commission third parties to do so without the Seller's express consent.
    • The Customer may purchase an extended warranty for selected Products for an additional fee, on the terms specified in each offer.
    • All warranties are personal and apply solely to the Customer, except where software is transferred. Warranty repairs shall be carried out exclusively within the territory of Poland.
    • The application of Article 556 et seq. of the Polish Civil Code is excluded.

16. Limitation of the Seller's Liability
    • The Agreement and the GTC set out the Seller's entire liability and replace all other statutory, express and implied warranties.
    • Nothing in the Agreement or the GTC shall limit or exclude the Seller's liability for death or personal injury caused by its fault, fraud, misrepresentation or breach of export regulations, or to the extent that an exclusion or limitation of liability would be unenforceable or invalid under applicable law.
    • Subject to the foregoing, the Seller shall not be liable to the Customer for loss of profits, benefits, opportunities to enter into contracts, utility, revenue, anticipated savings, tender costs, loss of or damage to data, loss of sales, losses resulting from increased operating costs, third-party claims, loss of reputation, diminution in goodwill or other economic losses (whether direct or indirect), or for any special, indirect or consequential costs, losses, damage, charges or expenses. The Seller's total liability arising from the Agreement and/or the GTC shall be limited to the net price of the Order.

17. Suspension and Termination of the Agreement
    • Either Party may suspend performance of its obligations if the other Party fails to perform its obligations, including where the Customer fails to pay invoices.
    • The non-breaching Party may not commission a third party to perform the obligations of the breaching Party.
    • If the Agreement is suspended for reasons not attributable exclusively to the Seller, the Customer shall reimburse the Seller for all reasonable costs incurred as a result of the suspension.
    • If the suspension continues for more than ninety (90) days, the Seller shall be entitled to terminate the Agreement and receive reimbursement of the costs incurred.
    • If the Customer fails to make payment or provide the necessary data, the Seller may terminate the Agreement after thirty days have elapsed without effect from the date of a written demand.
    • If the Products are not collected, the Seller may terminate the Agreement without notice.
    • Either Party may unilaterally terminate the Agreement if the other Party fails to perform its obligations and does not remedy the breach within thirty days of written notice.
    • The provisions concerning confidentiality, Intellectual Property Rights and liability shall survive termination.
    • The Seller may terminate the Agreement with immediate effect upon the occurrence of specified events concerning the Customer, such as liquidation, bankruptcy or cessation of business. Following expiry or termination of the Agreement, any provisions which by their nature are intended to survive shall remain in force. Within ten days of expiry/termination of the Agreement, the Parties undertake to return the Confidential Information and cease using it.

18. Data Protection
    • The Seller reserves the right to record and process the Customer's data in accordance with applicable personal data protection laws. The Customer undertakes to securely store information and data concerning the Seller and the Agreement.
    • The Seller informs the Customer that personal data shall be stored only in accordance with applicable law and processed solely in connection with commercial transactions.
    • Further information concerning personal data protection and the information clause can be found in the "Privacy Policy" section available at https://shop.iots.eu.
    • Upon conclusion of the Agreement, the Customer undertakes to inform its representatives and authorised employees whose personal data have been disclosed to the Seller under the Agreement about the provisions concerning the Seller's processing of personal data.

19. Confidentiality
    • Each Party shall retain ownership of its Confidential Information.
    • Each Party undertakes to protect the other Party's Confidential Information with due care and to use it solely in connection with Orders.
    • Upon termination of the Agreement or at the request of the disclosing Party, the receiving Party shall return or destroy the Confidential Information.
    • Neither Party shall disclose the other Party's Confidential Information to third parties without that Party's prior written consent, except where disclosure is required by law.
    • The confidentiality obligations shall expire five years after the expiry of the Order or termination of the Agreement, unless otherwise agreed in the Order.

20. Force Majeure
    • Performance of deliveries may depend on the availability of components, materials or transport services from markets affected by global disruptions, including shortages of raw materials, logistical restrictions or other circumstances beyond the Seller's control. Such circumstances may cause stoppages, difficulties or delays in delivery. In such a case, delivery dates shall be estimates and the Seller shall exercise due care to inform the Customer of any schedule changes.
    • Delays resulting from circumstances beyond the Seller's control shall not constitute grounds for the Customer to terminate the Agreement or pursue claims for non-performance, unless the Seller acted wilfully or with gross negligence.
    • Except for the Customer's payment obligations, the Parties shall not be liable for failure to perform or improper performance of obligations under the Agreement where caused by force majeure, understood as an extraordinary event beyond the Parties' control that could not have been foreseen or avoided, including in particular natural disasters, acts of war, terrorist attacks, failures of critical infrastructure, or administrative decisions preventing performance of the Agreement.
    • If, as a result of Force Majeure, a Party is unable to perform all or part of its contractual obligations, it shall immediately notify the other Party. In such a case, the Parties shall agree on the manner and terms of further performance of the Agreement, or the Agreement shall be terminated by mutual consent.
    • The running of time limits specified in the Agreement shall be suspended for the duration of the impediment caused by Force Majeure.
    • Force Majeure events shall entitle the Parties to extend the delivery date by the duration of such events or by another period agreed by the Parties.

21. Waiver of Rights
    • A delay in exercising, or failure to exercise, any right or remedy shall not constitute a waiver of that right and shall not prevent its exercise in the future.
    • A waiver of any right shall be valid only if made in writing and signed by the waiving Party.

22. Final Provisions
    • Upon performance of the Agreement, the Customer shall, at the Seller's request, issue a reference confirming proper performance of the Agreement.
    • The Customer may consent to the Seller publishing photographs documenting performance of the subject matter of the Agreement on the Seller's website, on the Seller's official social media accounts or in other marketing materials, including by identifying the Customer. The photographs shall not show the likeness of any natural person. At the Customer's request, the Seller shall make the photographic documentation of the subject matter of the Agreement available in digital form.
    • Matters not regulated by the GTC shall be governed by Polish law, in particular the Polish Civil Code. All legal relationships arising from Agreements concluded under these GTC, including Agreements concluded with Customers established outside the territory of the Republic of Poland, shall be governed by and interpreted in accordance with Polish law, excluding conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980.
    • Any disputes arising from the Agreement or in connection with its performance which cannot be resolved amicably within 30 days from the date one Party calls upon the other Party to negotiate shall be submitted to the common court having territorial jurisdiction over the Seller's registered office, unless the Parties agree otherwise in writing, failing which such agreement shall be null and void. The Seller reserves the right to pursue claims also before the court having jurisdiction over the Customer's registered office if it considers this appropriate.
    • If any provision of the GTC is found to be invalid or ineffective, this shall not affect the validity of the remaining provisions. In such a case, the Parties undertake to replace the invalid or ineffective provision with another provision that reflects its original purpose and commercial intent as fully as possible.
    • The Seller reserves the right to amend the GTC at any time. An amendment shall take effect on the date it is published on the Seller's website, provided that Agreements concluded before the amendment enters into force shall be governed by the version applicable on the date the Agreement was concluded, unless the Parties agree otherwise.
    • The Customer may not transfer any rights or obligations arising from the Agreement to a third party without the Seller's prior written consent.
    • The GTC form an integral part of the Agreement concluded between the Parties and shall prevail over any standard terms, regulations or other documents used by the Customer, unless the Parties expressly agree otherwise in writing.
    • The current GTC are available on the Seller's website at: https://shop.iots.eu and shall be provided to the Customer upon request in electronic or paper form.

Sanctions Clause.
Compliance with Sanctions Regulations, Export Controls and Dual-Use Goods

1. We hereby inform you that by:
   • accepting delivery of Products, Services and/or Software offered by the Seller in accordance with a quotation, offer or Order;
   • placing an Order with the Seller;
   • accepting an offer from the Seller, the Customer agrees to the application of the following terms and undertakes to exercise due diligence to ensure that its recipients also accept them.
2. Products may be subject to laws concerning restrictive trade measures, export controls, embargoes, economic and financial sanctions and anti-boycott regulations imposed, administered or enforced by the United States, the European Union, the United Kingdom, Switzerland and other competent jurisdictions (hereinafter referred to as the "Sanctions Regulations").
3. The Customer represents that it shall not breach any applicable Sanctions Regulations, either directly or indirectly.
4. The Customer represents that, without the Seller's prior written consent, it shall not take any action aimed at exporting, re-exporting or transferring (including domestically) Products or their components to:
   • any territory subject to comprehensive sanctions (including, without limitation, Russia, Belarus, Crimea, Donetsk, Luhansk, Kherson, Zaporizhzhia, Iran, Syria, Cuba and North Korea);
   • entities or persons designated on sanctions lists published by the UN, the USA, the UK, the EU and other authorities, such as the SDN List, FSE List, SSI List, Entity List, Unverified List, EU sanctions list, etc.;
   • military entities or military end users (e.g. the army, navy, air force, national guard, national police, intelligence services, etc.), or for proliferation-related uses or other uses prohibited by the Sanctions Regulations.
5. The Customer undertakes to maintain policies and procedures ensuring compliance with the Sanctions Regulations and not to take any action that could expose the Seller or its affiliates to a breach of those regulations.
6. The Customer undertakes to inform the Seller without delay (and no later than within 2 business days) of any circumstances that may affect the accuracy of the above representations.
7. The Customer undertakes to use its best efforts to recover Products that have been exported, re-exported or transferred in breach of Clause 4.
8. The Seller may suspend performance of an agreement or Order if:
   • the required administrative authorisations are unavailable for reasons beyond the Seller's control;
   • the Sanctions Regulations prevent performance of the Order;
   • in the Seller's assessment, performance of the agreement could result in a breach of applicable regulations;
   • a breach of Clause 4 has been identified.
9. The Seller may terminate the agreement or Order without liability if, within 2 months from the notice referred to in Clause 8, the Customer does not confirm and document that it has taken steps to recover Products transferred in breach of Clause 4.
10. The Customer shall be liable for all losses, administrative penalties, costs and fees (including legal representation costs) incurred by the Seller in connection with a breach of this clause.

ACCEPTANCE OF AN OFFER, PLACEMENT OF AN ORDER OR PURCHASE OF GOODS FROM THE SELLER SHALL BE DEEMED SUBMISSION OF THIS STATEMENT.

THE GTC TOGETHER WITH THE CLAUSE ARE AVAILABLE AT: https://shop.iots.eu/general-terms-and-conditions-of-sale