1. Definitions

1.1. MARO – this term is understood as the company Fabryka Mebli Biurowych MARO sp. z o.o. with its registered office in 62-052 Komorniki, ul. Fabianowska 100, registered in the register of entrepreneurs of the National Court Register under KRS number: 0000107965, NIP (Tax Identification Number): 5992575691, REGON: 211022165, BDO: 000123499 whose documentation is stored in the District Court in Poznań, VIII Commercial Division of the National Court Register.

1.2. Supplier – a party concluding an Agreement with MARO for the sale of goods, products or provision of services.

1.3. Parties – Supplier and Fabryka Mebli Biurowych MARO sp. z o.o.

1.4. Agreement – the content of legal relations between the Parties on the basis of the General Terms and Conditions of Cooperation, i.e. within the meaning of these GTC it is a bilaterally signed Agreement, an offer submitted by the Supplier and accepted by MARO or an Order placed by MARO and confirmed by the Supplier.

1.5. Order – a declaration of intent of the Party in the form specified in the Agreement, concerning the purchase of goods or provision of services by the Service Provider, addressed to the electronic address indicated by the Service Provider. Supply – sale of movable goods or provision of services to MARO.

1.6. GTC – these General Terms and Conditions of Cooperation.

2. General

2.1. The Provider acknowledges and acknowledges that these GTC form an integral part of the Contract, including in particular any purchase order, demand, service order or performance of work, service, shipping order, specification and any other document, whether in writing or in electronic form, relating to the goods and/or services to be supplied or provided by the Provider under the Contract. The Provider acknowledges and confirms that it has read and understood these GTC. If the Provider accepts the Agreement in writing or proceeds to perform the work or services covered by the Contract, the Provider shall be deemed to have accepted the Agreement and these GTC in their entirety without any changes. Any addition, change, modification or correction proposed by the Supplier to the Agreement (including the GTC) shall be deemed not to have been accepted by the MARO unless an authorised representative of MARO expressly and in writing agrees to the Supplier's proposal.

2.2. The Provider agrees that the application of these GTC shall prevail over the general terms and conditions of contracts, general terms and conditions of sale, model contracts, and regulations introduced by the Supplier.

2.3. Any deviation from the Provider's application of the GTC is only permitted with the prior written consent of MARO. Maro's waiver of the application of certain provisions of the GTC in special cases shall be binding only in relation to a specific Order or Agreement and may not be treated by the Supplier as binding for the execution of other orders placed by MARO.

2.4. The Parties may exclude, modify or limit the application of these GTC in the Agreement.

3. Orders and delivery

3.1. An agreement is considered to have been concluded when:

• The Supplier shall confirm the acceptance of the Order within the time limit and in the manner described in the Order, upon confirmation of the acceptance of the Order,
• a bilateral agreement has been concluded,
• the Supplier's offer has been accepted by MARO.

3.2. The Supplier will each time carry out the Delivery of goods and services on the basis of a written Order or an Order submitted electronically by MARO, which will specify the conditions of its performance, i.e. in particular the subject of the order, the date of its implementation, the terms of payment and delivery.

3.3. The supplier is obliged to confirm the acceptance of the order electronically (by e-mail or via the EDI system) and confirm the delivery date within 2 working days from the moment of its placement, provided that he receives all data enabling its implementation. In the absence of complete data/specifications, MARO undertakes to provide the missing information as soon as possible to enable timely execution of the Order. Failure to confirm the Order within 3 days from the date of sending the Order is tantamount to the execution of the Order with its original conditions.

If the Order is not confirmed by the Supplier within 3 working days from the moment of its placement, MARO reserves the right to cancel the Order, without giving a reason.

3.4. Any changes to the delivery date and quantity must be agreed with the contact person on the MARO side and cannot be made without their consent.

3.5. MARO reserves the right to make changes to the Order placed with the Supplier within 3 working days from the moment of its placement.

3.6. In all documents (order confirmations, loading specification, delivery notes, invoice) the Supplier is obliged to include the MARO Order number.

3.7. The goods or services ordered will be delivered in accordance with the MARO Order and will be free from physical and legal defects.

3.8. With the delivery, the Supplier will deliver the delivery note to MARO. The delivery note contains at least the complete number and date of the MARO Order, the specification of the assortment and its quantity.

3.9. The delivery should be made in full, without dividing it into parts, unless MARO gives its prior written consent or it results from the order placed by the Recipient.

3.10. The delivery dates specified in the Order can only be changed with the prior written consent of MARO.

3.11. Delivery date means the date of delivery or delivery of goods or performance of services by the Supplier at the place specified in the Agreement.

3.12. Unless the Contract provides otherwise, the place and method of delivery are specified in the Order on the basis of INCOTERMS 2024.

3.13. The transfer of ownership of the goods, the risk of their loss or damage, as well as burdens and benefits to MARO takes place at the moment of receipt of the goods (quantitative and qualitative) at the place of their destination and at the same time the Supplier provides a set of documents concerning the goods, such as in particular material certificates, warranty cards or other documents specified in the Customer's Order.

3.14. The ordered goods must be delivered in accordance with the specific conditions specified in the order. In the case of DAP deliveries, the goods should be delivered to the address of the registered office of Fabryka Mebli Biuro, MARO sp. z o.o. 62-052 Komorniki, 100 Fabianowska Street, on working days from 6:00 a.m. to 2:00 p.m. The supplier is obliged to notify the recipient of the planned delivery date no later than 24 hours before the delivery.

3.15. The supplier undertakes to deliver the goods in the quantity and quality corresponding to the order. Delivery of goods in a quantity and quality not corresponding to the order will result in sending the goods back to the supplier at his expense.

3.16. Receipt of goods takes place on the basis of delivery documents /delivery note, bill of lading, invoice/ containing at least the following data: name of the goods, quantity of goods, unit, batch number, origin of the goods.

3.17. The supplier is responsible for securing the goods under his own responsibility and at his own expense in such a way as to prevent any damage. In the event of damage to the goods during delivery, MARO reserves the right not to accept the goods to its own warehouse and to withhold payment for the invoice at least until the goods are delivered free of defects.

3.18. Pallets must be labelled with the following data: product name, quantity, number of collective packages, number of unit packages, gross weight, net weight.

4. Payments and prices

4.1. In the case of Orders placed by MARO, the prices agreed in the price lists between MARO and the Supplier shall apply. If no price lists have been negotiated, the price specified in the Order shall apply. If the Supplier has a price list, the Supplier shall attach the price list to the offer. If the prices indicated on the Order confirmations and on the invoices from the supplier differ from the prices agreed by the parties in the Order or in the offer, they are not binding on the Recipient and the Supplier is obliged to issue a correction.

4.2. Unless otherwise provided in the Agreement, the prices are fixed prices and do not take into account any additional claims of the Supplier. Price indexation may be made with the consent of the Customer.

4.3. MARO may provide the Supplier with forecasts of its future anticipated demand in terms of the volume or quantity of deliveries. Provider agrees that such forward-looking forecasts are provided for informational purposes only and, as with other forward-looking forecasts, are based on certain economic and business indicators, variables and assumptions, some or all of which may change over time. MARO makes no representations, warranties, guarantees or other undertakings, express or implied, with respect to such projections provided to the Supplier, including as to the accuracy and completeness of such forecasts.

4.4. The provider accepts payments made by electronic transfer. The invoice payment date will be specified in the Agreement and is counted from the date on which the goods or services have been received by the Recipient in accordance with the terms and conditions specified in the Agreement, but not earlier than on the date of approval of the performance of the service or delivery of all the movables, unless the Contract expressly allows for the issuance of an invoice after the delivery of a batch of movables.

4.5. MARO may withhold payment for goods or services until it receives proof, in the form and content required by it, that no claims have been made and that there are no encumbrances in relation to the goods or services in question, as well as in the event of disclosure of non-compliant materials in the delivery for an amount corresponding to the value of the disputed goods. The remuneration agreed in the Agreement due to the Supplier for the proper performance of the contract will be payable on the basis of a VAT invoice issued by the Supplier.

4.6. Pursuant to the provisions of the Act of 11 March 2004 on the tax on goods and services (i.e. Journal of Laws 2018.2174 of 21 November 2018, as amended), the Supplier undertakes to provide only the numbers of bank accounts correctly reported to the relevant tax authorities and included in the List of VAT Taxpayers (the so-called "white list") on the VAT invoices.

issued by the Supplier. If the Supplier includes a bank account number on the issued VAT invoice, which has not been reported to the relevant tax authorities and has not been included in the List of VAT Taxpayers, MARO has the right to withhold (without delay) the payment until the Supplier presents the bill on the list.

4.7. The remuneration agreed in the Agreement will exhaust all financial claims of the Supplier and its employees and subcontractors for the performance of the Agreement.

4.8. The Parties agree that the amount of the remuneration determined in accordance with the provisions contained in point 6 above also includes the remuneration for the transfer of copyrights by the Service Provider, granting licenses, consents and authorizations.

4.9. Any additional costs, expenses and fees related to the performance of the Contract in the scope of delivery, and not provided for in the Agreement, will be paid by MARO only if the individual amounts are accepted in writing under pain of nullity.

4.10. Any set-off by the Supplier of its receivables against MARO with mutual receivables of MARO towards the Supplier shall be admissible only after the Supplier obtains written confirmation of the possibility of making such set-off and the status of settlements after the set-off.

4.11. Except as otherwise provided in this Agreement, the price is inclusive of all applicable federal, state, county, and local taxes other than sales tax, VAT, or other similar taxes and charges on turnover. The Supplier will include as a separate line item on the invoice to the Recipient any sales taxes, VAT, or other similar taxes and turnover charges that the Supplier is required by law to collect from MARO. The Supplier shall provide MARO with all information and documentation required under local law to enable MARO to deduct sales taxes, VAT or other similar taxes and charges on turnover. In addition, invoices will be prepared in an appropriate form, in accordance with the requirements of local law, so that they can be used to confirm payments made in connection with the settlement of income tax by MARO. If, by law, MARO is required to collect or withhold at source a certain amount from the amount owed to the seller under this Agreement, MARO shall be entitled to collect or withhold such deduction and pay the appropriate amount to the account of the relevant tax office. MARO is required, at the request of the Supplier, to provide the Supplier with an official proof of tax collection or other receipt issued by the relevant tax office sufficient to confirm that any taxes due which have been withheld at source have been paid. Within 14 days of the request by MARO, the Supplier shall provide the original certificate of residence of the Supplier for tax purposes. Any consequences of the Supplier's failure to provide the above-mentioned certificate, in particular the inability to apply the tax rate resulting from the relevant international agreement, shall be borne by the Supplier.

5. Guarantees

5.1. Supplier warrants and warrants to MARO, its successors, assigns, and customers that the goods and services covered by the Agreement:

• comply with any requirements in force at the time (as of the date of submission by the MARO Supplier) in the MARO specifications and drawings,
• correspond to all templates, descriptions, brochures and manuals provided by the Supplier,
• may be placed on the market,
• are made of the right material and with due care,
• are free from physical and legal defects,
• are fit for use in accordance with the intended use specified by MARO or any of MARO's customers.

5.2. Unless otherwise provided in the Contract, the Supplier provides a quality guarantee and warranty for the delivered goods or services for a period of at least 24 months from the date of their receipt by MARO.

5.3. Complaints will be submitted to the e-mail address of the Supplier's representative indicated in the Order. Complaints may also be submitted in writing to the addresses or numbers used by the Service Provider in its business activity.

5.4. By using the warranty, MARO may, at its own discretion, either withdraw from the contract in whole or in part (if the defect concerns a part of the delivered goods), demand the replacement of defective goods with goods free of defects, or demand that the Supplier reduce the price in proportion to the extent to which the defect limits the usefulness or usefulness of the goods for MARO, in particular taking into account the purpose of concluding the contract by MARO.

5.5. By using the warranty, MARO may, at its discretion and according to the type of goods, demand either the repair of the goods or their replacement with defect-free (i.e. brand new). The supplier cannot refuse to remove the defect, repair the goods or replace them with defect-free ones, even if it would require excessive costs.

5.6. The rules set out in points 4 and 5 apply accordingly to the services provided by the Provider.

5.7. MARO complaints will be considered as reports under the warranty mode, unless the content of the complaint request indicates that the complaint is made on the basis of a guarantee.

5.8. Each complaint filed during the warranty and/or guarantee period extends the warranty and/or warranty periods by the time counted from the date of notification to the date of removal of the reported defect/defect. In a situation where the goods have been replaced, the guarantee and warranty in respect of such goods runs from the beginning from the date of their exchange.

5.9. MARO is entitled to assign the rights under the guarantee and/or warranty granted by the Supplier to third parties with the right to make further assignments by these third parties.

5.10. The complaint will be handled within the time limit set by MARO in the complaint form.

5.11. The Supplier will respond to the MARO complaint within 3 working days. Lack of a written position of the Supplier within such a period is tantamount to recognizing the submitted complaint as justified in its entirety.

5.12. The Supplier authorizes MARO to replace the defects at its sole expense and risk in the event that the Supplier:

• did not remove the defect on time,
• removed the defect in an improper, ineffective manner,
• did not replace the goods with those free of defects.

5.13. The Supplier is obliged to provide MARO no later than on the day of Order completion, a guarantee document containing a detailed description of the method of maintenance and use of the goods. If the Supplier fails to provide such a document, the goods should be used and maintained in a manner customary due to their type. If the Supplier fails to provide the warranty document with the delivered goods, this Agreement constitutes a guarantee document within the meaning of Article 577 §1 of the Civil Code.

5.14. If MARO uses the substitute service referred to in point 12, the contractual penalties due to MARO are calculated until the date of performance of the substitute performance by the third party.

5.15. In the event of a conflict between the content of these warranty rights and the content of the rights contained in the warranty document submitted to MARO, these provisions shall prevail. Submitting a warranty document to MARO does not limit the rights of MARO indicated in these GTC.

provisions shall prevail. The submission of the MARO guarantee document does not limit the rights of MARO indicated in these GTC.

6. Responsibility

6.1. Supplier shall indemnify and hold harmless both MARO and its customers and their respective successors and assigns, from and against any and all claims of infringement (including infringement of patent, trademark, copyright, industrial property, other proprietary rights, and infringement or misuse of trade secrets) and resulting damages and expenses (including reasonable attorneys' fees and other costs professional services) relating to the goods or services covered by the Agreement, including claims in a situation where the Supplier has delivered only part of the goods or services. The supplier waives the right to seek redress against MARO, with the obligation to comply with the MARO specifications as the basis for the claim.

6.2. Supplier shall indemnify and hold MARO harmless from and against any and all liabilities, claims, demands, damages, costs and expenses (including reasonable attorneys' fees and other professional services) arising out of the performance of services or work by Supplier or its employees, agents, representatives and subcontractors on premises owned by MARO or its clients, or arising out of the use of MARO's or any of its clients' property, except as applicable. in which such liability arises from the failure to exercise due diligence or wilful misconduct of MARO or its client.

6.3. Supplier shall indemnify and hold MARO harmless from and against any and all liability and expenses (including reasonable attorneys' fees and other professional services) arising in connection with any third-party claim and demand for compensation for personal injury, death, property damage, or economic loss caused by goods or services provided by Supplier (whether such claim or demand is based on tort, damage, and other professional services, notwithstanding, proportions, or other professional services). negligence, contract, warranty, strict liability or other legal basis), except where the injury, damage or loss results from MARO's specifications of construction or materials, or from alterations, improper repair, maintenance or installation by a person other than the Supplier.

7. Withdrawal from the contract

7.1. In the event that the Supplier fails to comply with any terms or conditions of the Agreement, MARO shall have the right to withdraw from the agreement in whole or in part, without further obligation or liability.

7.2. MARO shall be entitled to seek recovery from the Supplier of any amounts paid by MARO and any additional costs incurred by MARO for the replacement of goods, the purchase of goods from an alternative Supplier and for losses or damages incurred as a result of delayed performance of the Agreement. MARO may exercise the right to withdraw from the contract within 12 months from the date of expiry of the warranty period for goods or services.

8. Force majeure

8.1. Force majeure is an extraordinary, external and unforeseeable event that could not be avoided even in the case of maximum diligence of the Parties, and the impact of the weather on the performance of the Agreement, which should have been taken into account when concluding it, does not constitute force majeure events.

8.2. Both parties will be exempt from liability for non-performance or improper performance of the contract to the extent that it occurred as a result of force majeure.

8.3. If force majeure events last longer than 7 days, MARO may withdraw from the agreement by submitting a statement to this effect to the Supplier, in writing under pain of nullity.

8.4. The party invoking the circumstances of force majeure is obliged to notify the other party – immediately by e-mail, no later than within 3 days of their occurrence, as well as to cease to rely on force majeure as a justification for non-performance or improper performance of the contract.

9. Final provisions

9.1. The Agreement, and in particular its validity, interpretation and performance, is subject to Polish law.

9.2. Any disputes arising in connection with the Agreement will be submitted by the parties to the jurisdiction of the Polish courts, and the competent court for the settlement of the dispute will be the common court competent for the registered office of MARO.

9.3. The Supplier is not entitled to transfer either all or part of the rights or obligations under the Agreement to any third party without the prior written consent of MARO under pain of nullity.

9.4. If any provision of the Agreement is found to be in breach of applicable law, such provision shall be deleted from the Agreement, which shall continue to be fully binding on the parties. In the event that it is necessary for the consistency of interpretation of the agreement, the parties undertake in each such case to negotiate in good faith, in order to replace the deleted provision with another alternative, lawful, provision similar to the deleted provision.

9.5. The application of the provisions of the United Nations Convention of 11.04.1980 is excluded. on contracts for the international sale of goods.

9.6. This GTC is also available in English. For the purpose of determining the interpretation and meaning of the provisions of the GTC, the Polish language version is paramount. Moreover, if the Agreement has been concluded in the Polish and English language versions and there are any discrepancies between the versions, the parties agree that the Polish language version is decisive for the interpretation of the Agreement.