General terms of sales
Valid from 01.03.2021

1. General provisions
1.1 All deliveries and performances of LUMEL ALUCAST (LUMEL) are subject to the below stated conditions which constitute an integral part of the contract and which the CUSTOMER confirms to accept as complete expression of the contract. Any alterations will be binding only as far as approved by LUMEL in writing.
1.2 The provisions specified herein are considered accepted when the CUSTOMER accepts LUMEL’s quotation by lodging purchase order or signing a contract.
1.3 LUMEL cooperates only with entrepreneurs. These conditions do not apply to consumers in relation to which their use is excluded
as well as to other entities in relation to which the legal regulations equate their rights with consumer rights and only to this extent.

2. Quotation / order confirmation
2.1 The CUSTOMER’s purchase order (PO) is not binding until confirmed by LUMEL in writing and within the scope of confirmation. Quality requirements specified in technical documentation provided by CUSTOMER are binding only after LUMEL explicit approval.
2.2 PO’s are to be sent to the indicated contact person in LUMEL and wsparcie.klienta@lumel.com.pl in electronic form and should include: (i) Part number with actual drawing revision; (ii) Quantity, (iii) Delivery conditions (Incoterm) and address (iv) Price, (v) Delivery date (vi) Payment terms (vii) Contact person data. Complete PO will be confirmed within 5 working days in electronic form to indicated contact person. In special cases Lumel reserves the right to present other quantity and delivery date than specified in PO. Partial deliveries are allowed.
2.3 Confirmed Purchase Orders may not be cancelled or changed without LUMEL’s prior approval. In case of PO termination LUMEL reserves the right to charge CUSTOMER with all the cost related to the realization of the PO. In case of PO postponement, LUMEL can
to charge CUSTOMER with 10% of the PO gross value for each week of delay.
2.4 Any PO changes may result in price and/or lead time change. Alterations of design, process, etc. upon CUSTOMER’s request will be confirmed by an updated offer for tooling and parts. In case of change to PO in progress, CUSTOMER is obliged to cover at least the costs of yet produced goods, work in progress and materials/services yet ordered.
2.5 Any changes in the mould upon CUSTOMER’s request will be confirmed by presenting an updated offer for tooling and parts.
Any additional cost of changes will be borne by CUSTOMER.

3. Documents
3.1 Specifications printed in catalogues, promotional brochures, quotation and contract documents in the form of illustrations, drawings, dimensions, weights, and output factors as well as other specifications are only rough data and are not binding for LUMEL unless explicitly stated otherwise. LUMEL quotations are binding for LUMEL only if explicitly stated.
3.2 Intangible property rights protected by the provisions in the act on industrial property rights and the act on copyright, especially articles protected with property rights, patents for inventions, utility designs, trademarks, trade names, marks of origin, names of origin, topographies of integrated circuits, improvement designs, information on the proper use of inventions, other information and tests
of technical nature which are directly ready for use in business and research activity, information of organizational nature, as well as other made available to the CUSTOMER by LUMEL are the property of LUMEL. CUSTOMER has no rights whatsoever to use them for other purposes or to copy them, make multiple copies thereof or to make them available to third parties. Such documents do not transfer
the ownership title or imply granting of any license. Drawings and other documents which remain the property of LUMEL must be returned immediately to LUMEL on request together with all copies that had been made of them. Any disclosure demand LUMEL’s written consent.
3.3 The CUSTOMER shall not use for any other purposes, as well as not make available to any other parties any elements, information
and technical documentation of LUMEL on which manufacturing of the equipment ordered was based.
3.4 After selling the equipment LUMEL is entitled to enter the CUSTOMER’s data onto a standard referential list. Reservations, if any,
may be forwarded by the customer in writing.
3.5 The parties hereto shall be obliged to keep any information pertaining to the contents of the contract as well as the activities run
by the other party, confidential. This restriction does not refer to disclosing information to any authorities, institutions and courts
– if such an obligation has been imposed on by the regulations in force, as well as to businesses rendering services in business, legal, financial or tax consultancy, and services similar, provided that the Parties shall bear full responsibility for keeping this information secret by the organizations referred to above.

4. Prices & packaging
4.1 LUMEL sales prices are quoted net and do not incorporate the value added tax, customs duties and other fees. Any customs procedures for the shipments outside EU are on CUSTOMER’s cost and within customer’s responsibility.
4.2 LUMEL reserves also the right to update the price in following cases: (i) change of MOQ (ii) accelerating or changing the date
of the shipment, (iii) design change or any other changes resulting in process change in Lumel (iv) changing quality requirements (v) significant rise of direct labor and production cost.
4.3 Unless specified otherwise: (i) the MOQ is equal to 3 production shifts; the lead-time for (a) casted and further processed parts
is 4 weeks and (b) the parts requiring cooperation the lead time is minimum 6 weeks; (ii) the customer provides 12 months rolling forecast with 1month of frozen quantity, should the quantity in frozen period exceed 15%, LUMEL reserves the right to present updated lead-time and additional costs to be covered by CUSTOMER; (iii) while working on frame orders the customer is obliged to order
all declared quantity within time declared, should the CUSTOMER cancel the frame order in whole or in a part, CUSTOMER is then obliged to cover at least the costs of produced goods, work in progress and materials.
4.4 Prices presented in the last binding offer will be updated on quarterly basis according to actual material prices. The prices will be presented till 15thof a month before next quarter and stay binding for the next three months.
4.5 Unless specified otherwise all packaging units like i.a. metal cages, plastic boxes, trays, pallets, are to be returned to LUMEL
on CUSTOMER’s cost in two weeks periods, otherwise LUMEL reserves the right to use alternative packaging and charge the CUSTOMER. In this case, any claims results from handling and transport of goods are excluded.
4.6 For every shipment following documents will be issued: delivery note, CMR, invoice. Confirmed (stamped and signed) CMR
and specification, 1 pc. each will be returned to LUMEL by CUSTOMER within 1 week after receiving, otherwise LUMEL will increase
the price of 23% VAT tax (VAT) for any shipment outside Poland.

5. Transfer of risk
5.1 Unless clearly stated otherwise, the risk is transferred onto the CUSTOMER as of the moment the goods are made available to
his disposal in accordance with the EXW LUMEL headquarter acc. to Incoterms 2010. In other cases the risk is transferred to CUSTOMER at moment they are trusted with first carrier.
6. Delivery terms and dates
6.1 Detailed delivery dates are agreed by the parties in the contract, these dates are of an approximate character and are not binding
upon LUMEL. LUMEL shall do its best to meet delivery dates. The goods are considered to be delivered on time if they are transferred
to the first carrier or if they are notified as ready for shipment before the contractual delivery date. Partial shipments are allowed.
6.2 In the event the CUSTOMER fails to receive the delivery in due time, LUMEL has the right to (i) store the goods at the CUSTOMER’s risk, (ii) invoice them as EXW and (iii) charge the CUSTOMER with storage cost (iv) after futile call to remedy, to sell or to arbitrarily dispose
the goods, including scraping after second futile call to remedy. Exercising of any of above stated rights does not release CUSTOMER from obligation to pay for the goods. In case of force majeure, the delivery date will be reasonably extended.
In such an event the CUSTOMER is not entitled to terminate the contract nor to submit any claims for delay of delivery.
6.3 All the costs and risks due to the delay of the dispatch shall be borne by the CUSTOMER.

7 Terms of payment
7.1 Payments should be effected according to the provisions of the contract or order confirmation, effected into LUMEL account,
free of transfer charges, deductions, costs and expenses due to acceptance of a bank guarantee, a bill of exchange or a cheque.
7.2 Unless stated otherwise, payment terms for goods delivery are 30 days net from the date of issuance of the invoice and declaration for the goods to be picked up by carrier.
7.3 Unless stated otherwise, payment terms for tooling orders are : 45% prepayment at order placement, paid within 7 days of receiving proforma invoice), 45% at samples submission placement (final invoice paid within 7 days of receiving invoice), 10 % after samples approval.
7.4 If the payments are not done timely, LUMEL reserves the right to: (i) withhold contract performance , (ii) charge interests
(at rate of 1,5% per month).
7.5 In case the tooling stays in LUMEL, actual VAT tax will be added to the tooling net price. In case the tooling is shipped outside Poland, the CUSTOMER will be charged with the transport cost of tooling shipment.
7.6 The right to deduct claims under the present agreement with any other claims is excluded.
7.7 If delivery is delayed for the reasons not attributable to LUMEL, payments are due at the previously agreed date.
7.8 Any delay in payment entitles LUMEL to withhold performance and in case of delay equaling to more than 60 days, terminate
the contract by written statement. In such case, all cost of work done and materials delivered and any LUMEL’s damage shall be compensated by the CUSTOMER.
7.9 Effective date of payment is the day when the amount due is received at LUMEL’s bank account.
7.10 A form of compensation shall be contractual penalties resulting from the following:
7.10.1 LUMEL shall pay to the CUSTOMER contractual penalty of maximum 10% of the contract value for withdrawal from the contract
by any of the parties due to the fault of LUMEL.
7.10.2 In case the CUSTOMER withdraws from the contract due to the reasons not attributable to LUMEL, then CUSTOMER shall pay LUMEL remuneration of 10% of the contract value and shall pay all the cost of completed performance as well as for ordered material
and services that cannot be recalled. Parties shall draw an inventory protocol In the case the CUSTOMER does not cooperate, LUMEL shall draw such protocol and shall issue the invoice.
7. 9 LUMEL is not limited to claim damages in excess of the contractual penalties reserved herein.

8 Retention of title
8.1 LUMEL reserves the title to the tools and goods until full payment is received. If the CUSTOMER is in default of payment due, LUMEL may demand return of the goods as security of claims.

9 Guarantee and warranties
9.1 LUMEL guarantees that the goods are free of defects, whether physical or legal. Warranty does not cover the production quality
for which the goods may be applied.
9.2 In no event shall LUMEL be liable for a loss in the profits, consequential or special damages incurred as a result of non- performance or negligent performance.
9.3 This guarantee does not apply in the case the CUSTOMER has introduced any alterations or modifications to the goods or provided improper storage conditions.
9.4 LUMEL shall effect free of charge repair or replacement of all elements (casted, machined parts excluding mould and tools) which are confirmed by LUMEL as defective provided that the defect has occurred and was reported within 12 months from the date of dispatch.
9.5 LUMEL shall react under guarantee not later than 10 days from being notified about a fault. Such notification must be forwarded immediately but not later than 7 days from the day it occurred under pain of forfeiture of the guarantee. A complaint must contain
a description of a fault. The implied warranty is excluded.
9.6 In case LUMEL manufactures the tools according to CUSTOMER’s design and documentation, LUMEL does not take
any responsibility for feasibility and intellectual property rights of the scope provided. By placing PO, CUSTOMER guarantees that any presented data does not affect third parties property rights and obliges to hold LUMEL harmless, shall any claims arise upon.
9.7 Should the parts delivered to customer be stored in the warehouse, the CUSTOMER must provide proper storage conditions, otherwise warranty is excluded.
9.8 Lumel guarantees the lifetime of mould for 80 000 pcs of sold parts from each cavity when tool works in LUMEL, and for 6 months since its delivery in all rest cases conditioned that if the tool works outside LUMEL, it will be used and stored according to LUMEL guidelines provided in separate document.
9.9 After serial production finished, the tool will be: (i) returned to CUSTOMER; or (ii) scrapped; or (iii) stored; all on CUSTOMER’s cost.

10 Final provisions
10.1 All arrangements so far concluded between the Parties of the contract, whether oral or written, which are contradictory
or incompatible with the contract between the parties or with these general terms of sale are hereby rendered void.
10.2 In case the provisions herein become ineffective or unenforceable, they should be replaced with such effective and enforceable provisions that would reflect in the best way the intention, the business purpose and the expectations of the Parties when signing
of the contract. If ineffectiveness of a single or a few of the provisions herein infringed the binding law, or if they could not be enforced,
if as the result the passage infringing law has to be removed, a new corresponding passage should be stipulated so that its sense can be acceptable in terms of law. The contract shall continue to be binding if one of its provisions is and continues to be invalid.
10.3 The regulations of the Polish Civil Code shall apply for all issues not settled in this contract.
10.4 Any disputes that might arise in connection with this contract will be subject to Polish Courts having jurisdiction over LUMEL headquarter.