General Terms and Conditions of Order

1.1These GTC constitute an integral part of Contracts the subject of which includes sale of goods or services performed by Motion Systems, subject to section 1.2.

1.2These GTC shall not apply exclusively to Contracts concluded in writing or using qualified electronic signatures in which the parties expressly exclude the applicability of the GTC in part or in whole.

1.3In the case of any conflict between the provisions of the GTC and provisions of Agreements concluded in the form referred to in section 1.2, the provisions of these Agreements shall be applicable.

2.1Motion Systems' offers, which do not specify a time limit for their validity, shall cease to be binding after the expiry of 14 (fourteen) days from the date indicated in the Offer as the date of its preparation (regardless of the date of delivery of the offer to the Buyer).

2.2In the case of offers made to Motion Systems, the failure of Motion Systems to respond to an offer (e.g. order), including to the offer of the entity which Motion Systems remains in regular economic relations with, shall constitute a refusal to accept the offer.

2.3The prices quoted in Motion Systems' Offers shall be net prices and shall be subject to appropriate increase by any applicable taxes, fees or similar charges.

2.4Offers not including transport costs and customs duties are Ex-WORKS Nadolice Wielkie (the Republic of Poland) prices, which means that:

2.5The cost of packaging the goods and their marking required for transport (unless the goods in question are customarily transported unpackaged) shall be charged extra in accordance with the terms and conditions indicated in the Offer.

2.6The formula indicated in section 2.4 does not impose any obligation on either party to conclude a contract of carriage, insurance and loading of the goods, however, these are the exclusive responsibility of the Buyer.

2.7If the Buyer is a non-resident as defined by the Act of 27 July 2002. Foreign Exchange Law (i.e. Journal of Laws of 2020, item 1708 as amended) payments shall be determined in EUR, USD, or PLN currency - at Motion Systems' choice.

2.8If the price is expressed in a foreign currency, the Buyer may perform in Polish currency only if reserved in Motion Systems' offer or with Motion Systems' consent.

2.9Motion Systems shall mark each offer with a clause "The document constitutes an offer within the meaning of the Polish Civil Code" or "Commercial offer". Failure to mark commercial information with the clause referred to in the preceding sentence shall mean that the commercial information presented by Motion Systems constitutes solely an invitation to negotiate.

3.1The Buyer shall place orders with Motion Systems by e-mail (e-mail address available on Motion Systems' website) on the general terms and conditions of the GTC and conditions specified in the Pro-Forma invoice presented by Motion Systems' employee handling the Order.

3.3All details of the Order shall be agreed by e-mail or telephone between the Buyer and the Motion Systems employee handling the Order in question.

3.4An e-mail Order on general terms and conditions of the GTC executed on the basis of a Pro-Forma invoice shall be deemed properly submitted and binding Motion Systems upon payment of a deposit in the amount and time specified in the invoice. Confirmation of the Order made by money transfer to Motion Systems' bank account indicated in the Pro-Forma invoice means the acceptance of its terms specified in the GTC. Failure to pay the deposit means that Motion Systems is not obliged to fulfil the Order.

3.5The Order, which has been submitted to Motion Systems may be cancelled with the explicit consent of Motion Systems and provided that the Buyer covers the costs incurred in connection - also indirectly - with the Order, particularly in a situation when the deposit retained by Motion Systems (according to art. 394 § 1 of the Polish Civil Code), is not sufficient for their coverage.

3.6The time for Motion Systems to perform the Contract shall be counted from the date of concluding the Contract until the moment the goods are made available for collection at Motion Systems' premises to the Buyer or the carrier (regardless of which party's order the carrier acts on). The time of Motion Systems' performance of the Contract shall not include the period of transport of the goods to the Buyer or the place indicated by the Buyer.

3.7If the Contract provides for a deposit (understood as the payment of a part of the price before the commencement of the Contract under the terms of Article 394 of the Polish Civil Code) or prepayment (understood as the payment of the whole price before the commencement of the Contract by Motion Systems), payable upon execution of the Contract, the time for execution of the Contract by Motion Systems shall be calculated from the down payment or prepayment.

4.1Sales made in accordance with the GTC shall take place subject to Motion Systems' reservation of ownership of the goods sold until the entire price is paid, which shall also be indicated in the accounting document (VAT invoice). Reservation of ownership means that Motion Systems remains the sole owner of the goods until the payment of the entire price.

4.2Payments to Motion Systems should be made to Motion Systems bank account in the form of a deposit or prepayment.

4.3The terms of payment referred to in section 4.2. Motion Systems shall indicate in the Offer or Pro Forma invoice.

4.4In the case of orders placed by Buyers that have not been preceded by Motion Systems' Offer or conclusion of agreements using the deposit mechanism indicated on the Pro-Forma invoice, Motion Systems requires payment of the entire price within 7 days from the date of placing the Order. Motion Systems shall confirm the acceptance of the Order and indicate the time of its execution up to 14 days after the payment of the Order.

4.5Buyers from European Union countries are required to provide a European VAT identification number in order to purchase at a 0% VAT rate. If Motion Systems does not receive such a confirmed number from the Buyer, as well as confirmation of receipt of the Product (e.g. consignment note), Motion Systems shall issue an invoice charging Value Added Tax (VAT) at the rate applicable in Poland. The Buyer shall pay the value added tax (VAT) at the rate applicable in Poland even if the Buyer fails to provide Motion Systems with a confirmation of the validity of the European VAT registration number on the date of conclusion of the contract with Motion Systems and if this number is not valid on the date of delivery of the Products. The Buyer shall be charged with the goods and services tax (VAT) at the rate binding in Poland also in the case when it transports the purchased goods outside the territory of Poland on its own, and fails to provide Motion Systems with a confirmation of Products' export to another EU country.

4.8In the event of a sale as referred to in section 4.6.2, Motion Systems shall be entitled to deduct from the sale price received, the accrued storage fee referred to in section 4.6.1 and the remainder of the sale price (surplus) shall be transferred to the bank account specified by the Buyer or, if no such account is specified, shall be deposited in a non-interest bearing bank account.

4.9In the event of non-payment of the entire price for the goods, Motion Systems may refuse to release the goods.

5.1Unless otherwise specified in the Contract, the goods shall be made available to the Buyer for collection at Motion Systems' registered office. In the case of shipment of goods, their delivery shall take place at the moment of their entrustment to the carrier regardless of on whose behalf the carrier acts. Upon receipt of the goods from the carrier, the Buyer shall perform such checks and documentation as are necessary to prevent the lapse of any possible claims by either party against the carrier, in accordance with applicable law. In particular, failure to immediately prepare, in the presence of the delivering party, a protocol of possible noticed damages shall result in termination of possible claims of the Buyer, if in this case such claims would be entitled to him pursuant to legal regulations in relation to Motion Systems.

5.2Products sold to Buyers located outside the European Union shall be subject to export declaration at the customs office. If the crossing of the customs border of the European Union is not confirmed by the relevant customs office (message IE-599), the Buyer shall be charged Value Added Tax (VAT) at the currently applicable rate (see section 4.5).

5.3The products issued are accompanied by the relevant instructions for use, safety conditions and warranty documents.

6.1Upon payment of the full price for the goods or services, Motion Systems shall provide a warranty for the selected goods and services on the terms set out in the GTC and the Offer. The standard warranty period is 24 months for Professional Series platforms and for Qubic System units in non-commercial use, and 12 months for Qubic System units in commercial use, calculated from the date of sale stated on the invoice.

6.2In respect of all goods and services, Motion Systems and the Buyer exclude Motion Systems' liability under the warranty provisions, unless the Buyer is a consumer (as defined in art. 22¹ of the Polish Civil Code) and purchases the goods or services outside their business activity.

6.3Motion Systems, within the warranty period, shall repair the faulty goods or their components free of charge. Motion Systems may decide that instead of repairing the faulty goods, it will replace them with goods free of defects of the same or better parameters.

6.4Any comments on the quality of the goods or services sold by Motion Systems, the manner of service and non-compliance, buyers may submit in electronic form to Motion Systems: qc@motionsystems.eu.

6.5Returns of defective goods shall be made only after Motion Systems' consent has been obtained. The Buyer shall bear the risk of loss or damage to the goods during their transport by the carrier to the place indicated by Motion Systems.

6.6Within 5 days of the delivery of the goods, the Buyer shall examine whether the goods are free from defects and whether they have been delivered in the correct quantity, otherwise the Buyer shall lose the right to claim any irregularities or shortcomings which could have been identified within the aforementioned period, taking into account reasonable diligence.

6.7The Buyer shall each time submit a notification of defects (complaint) in accordance with Section 6.4 within 10 working days from the date of their discovery under pain of losing any rights related to the defectiveness of the goods. The complaint should contain a detailed description of the defect, a copy of the proof of purchase as well as the manner expected by the Buyer to resolve the complaint. The complaint should be sent by e-mail to the address: support@motionsystems.eu.

6.8The Buyer shall dismantle and deliver the defective goods to Motion Systems at its own expense. Motion Systems shall repair or replace the defective goods within the time limit resulting from the technology of removing the irregularities and logistics related to the order and delivery of parts, machinery and equipment necessary for repair after the delivery of goods to the place indicated by Motion Systems. Motion Systems shall make the goods available for collection by the Buyer at Motion Systems' registered office or shall send the goods to the indicated address after prior payment of the transport costs by the Buyer. Motion Systems may require the Buyer to pay the costs associated with the inspection (testing) of goods, if it turns out that the goods do not show a defect reported by the Buyer.

6.9For the purpose of the proper conduct of the complaint process, the complainant shall attach a completed complaint form to the goods being sent, which constitutes Attachment No. 1 to these GTC.

6.10In order for the transport process from the Buyer's complainant to Motion Systems to be carried out correctly, the complainant should prepare and send the consignment to Motion Systems at its own expense, observing the guidelines contained in Attachment 2 "Service Shipping Instructions".

6.12The period of Motion Systems' liability shall not be extended in relation to the goods or their parts which have been repaired or replaced with goods free from defects, as well as by the period during which it was impossible to use the goods due to a defect.

6.13The rights related to the defectiveness are vested exclusively in the buyer and cannot be transferred to other persons. They shall apply to goods located in the national territory of the Buyer's registered office at the time of conclusion of the contract or any other territory of their use included in the Offer.

6.14Motion Systems makes no warranty in respect of software, design preparation or installation of any kind.

6.15Unless otherwise specified in the Offer or through individual negotiations, any technical advice from Motion Systems is for information purposes only and does not give rise to any liability on the part of Motion Systems in this respect.

7.1If the Buyer fails to perform any of its obligations (including other than the obligation to pay) to Motion Systems, Motion Systems may withhold performance of any of its own obligations to the Buyer also if Motion Systems' obligation arises from a different Contract (e.g. from a separate order) than the Buyer's obligation.

7.2If, for reasons for which the Buyer is responsible, the Contract is terminated/rescinded in whole or in part, regardless of the retained deposit and accrued storage fees, Motion Systems may require the Buyer to pay a contractual penalty in an amount equal to 30% (in words: thirty percent) of the gross price due to Motion Systems under the Contract. This entitlement shall not apply if Motion Systems withdraws from the Contract as referred to in section 4.7.1 of the Contract.

7.3In the event that Motion Systems' damage exceeds the amount of the contractual penalty stipulated in Section 7.2, Motion Systems may seek supplementary damages under the general rules of law.

7.4Motion Systems may terminate the Contract or any part thereof with immediate effect if the Buyer breaches material provisions of the Contract. If the condition for the effectiveness of the right of withdrawal was the determination of the deadline for its execution, such deadline shall be set for 45 working days from the expected date of the execution of the Contract by Motion Systems (however, Motion Systems Michał Stanek may not withdraw from the Contract when the Contract has already been fully executed by the Buyer), which does not preclude withdrawal after this deadline, if such right results from the provisions of law.

7.5If Motion Systems has the right to withdraw from the Contract by law or the Contract, this right may also be exercised with respect to any part of the Contract. If the Buyer has previously paid part of the price, Motion Systems shall determine for which part of the Contract this part of the price shall constitute remuneration.

8.1The GTC have been drawn up in Polish and English language versions with the proviso that in the event of any doubt as to the interpretation of the GTC the Polish version shall prevail.

8.2The parties are obliged to inform each other of any change of address, otherwise any letters sent to the previously known address shall be deemed delivered.

8.3Any disputes arising in connection with the GTC or a concluded Contract shall be resolved under Polish law.

8.4The Parties shall submit all disputes, if any, arising in connection with the GTC or the concluded Contract to the Polish common courts.