General terms of sale

1. Preliminary remarks

1.1 The scope, quantity, quality, functionality, and technical specifications of any goods, equipment, documentation, software, work, or services supplied by STERNET (collectively referred to as “Goods”) are defined, as applicable, in STERNET’s order confirmation or in the Agreement signed by the Client and STERNET.

1.2 STERNET’s pricing information, together with these terms and any other documents explicitly referred to in the offer letter as forming part of the Agreement, constitute the entire agreement between the Parties (hereinafter the “Agreement”). Any general terms of the Client shall apply only if explicitly accepted in writing by STERNET.

1.3 References to “STERNET” in the Agreement denote the legal entity named STERNET sp. z o.o. that enters into the Agreement, unless the context indicates otherwise. References to the “Client” denote the legal entity to which the offer letter is addressed.

2. Right to use

2.1 Except as expressly agreed by the Parties in this Agreement, all intellectual and industrial property rights in the Goods, all documents provided by STERNET in connection with this Agreement (hereinafter referred to as “Documentation”), as well as all software, equipment, know-how (hereinafter referred to as “IPR”), and other items delivered along with the Goods and Documentation, remain the exclusive property of STERNET. The Client is not entitled to perform reverse engineering, decompilation, or duplication (or commission such actions to third parties) of the Goods or any part thereof, except where such restrictions are unenforceable under applicable law.

2.2 The Client may use the Documentation in its unaltered form and only to the extent necessary for the operation and standard maintenance of the Goods by the Client’s personnel, unless otherwise specified in writing by STERNET.

2.3 If the Goods include software, such software is licensed under the terms specified in the software documentation, within the software itself, or in the accompanying license terms (in each case, “Applicable License Terms”), which take precedence over the provisions of this Section 2. The software is provided in object code form without source codes. This license grants only a non-exclusive right to use the software as described in the Applicable License Terms or, if such terms do not exist, for the purposes of operating and standard maintenance of the Goods.

2.4 The Goods may include software from other manufacturers. To the extent that specific licensing terms of an external licensor apply, STERNET will provide such license terms along with the Goods. The Client is obligated to comply with the terms of such external licenses.

2.5 If the software includes Open Source Software (hereinafter referred to as “OSS”), STERNET will provide the applicable OSS license terms along with the Goods. The OSS license terms shall take precedence over the provisions of this Agreement. Details of third-party and OSS software included in the Goods are available in the software documentation (e.g., in the README_OSS file).  

2.6 The rights granted in Section 2 may be transferred to a third party only together with the transfer of ownership of all the Goods to that third party.

2.7 Without prejudice to the intellectual property rights of the Client and subject to compliance with applicable law, STERNET and its affiliated entities and partners may, for their own business purposes, collect, use, modify, and copy any data obtained under this Agreement. This is without prejudice to any legal obligations concerning personal data.

3. Prices and payment terms

3.1 Unless otherwise agreed in writing, prices do not include packaging, freight, insurance, or any other additional charges (e.g., storage, inspections by third parties). The price payable by the Client under this Agreement is referred to in the Agreement as the “contractual price.”

3.2 Each Party is obligated to pay any amounts due to the other Party under this Agreement without any set-offs, counterclaims, or deductions, unless otherwise agreed in writing by the Parties or required by applicable law.

4. Delivery deadlines and delays

4.1 Any agreed deadlines for the Goods or any part thereof shall be extended by a reasonable period if and to the extent that STERNET is delayed or unable to fulfill its obligations due to the actions of a third party or the Client’s failure to fulfill their obligations. Such situations include, but are not limited to, the provision of required documents (such as necessary consents and permits), the timely performance of work by the Client or a third party designated by the Client, and compliance with payment terms.

4.2 STERNET may, in justified cases, deliver the Goods in stages or installments and is entitled to issue a corresponding invoice on this basis.

4.3 If STERNET fails to meet an agreed delivery deadline solely due to its own fault, the Client is entitled to claim a contractual penalty of 0.25% of the value of the delayed portion of the Goods for each full week of delay, provided the Client has incurred a loss as a result. Contractual penalties for delay are capped at 5% of the value of the delayed portion of the Goods, and in no case shall the total penalties exceed 5% of the total contractual price.

4.4 To the extent permitted by law, all other rights and remedies that the Client might have in connection with delays are excluded, except as explicitly specified in this Section 4 and Section 15.2(a) below.

4.5 If the Client, the Client’s contractors, or any other third party designated by the Client causes a delay in the delivery of the Goods, the Client shall reimburse STERNET for all reasonable additional costs and expenses incurred as a result of such delay.

5. Transfer of risk and ownership title

5.1 The risk of damage to or loss of any part of the Goods passes to the Client at the moment of delivery. 

5.2 The Goods shall be considered delivered if the Client refuses to accept delivery without justification. In such a case, the Goods may be stored and insured at the Client’s risk and expense, with all payments for the delivery becoming due, and all delivery effects applying. The same effects shall apply from the scheduled delivery date if the shipment of the Goods is postponed due to reasons attributable to the Client.

5.3 STERNET retains ownership of any part of the Goods until full payment for them is received. Upon entering into the Agreement, the Client authorizes STERNET to file or register a reservation of ownership in public registers, records, or similar documentation maintained for this purpose by the relevant authorities in applicable countries and to complete all required formalities at the Client’s expense.

6. Force Majeure

6.1 A “Force Majeure Event” refers to any event beyond the reasonable control of a Party or its subcontractors, which could not have been avoided through the use of good industry practices, and which results in the inability – or delay – to perform all or part of the contractual obligations by the Party, its affiliates, partners, or any of its subcontractors or sub-suppliers (hereinafter referred to as the “Affected Party”). Force Majeure Events include, but are not limited to, wars, riots, social unrest, terrorism, natural disasters, epidemics, strikes, blockades, cyberattacks on STERNET’s systems (such as viruses or hacker attacks), failure to obtain licenses, permits, approvals, or other actions or omissions by any public authority, as well as embargoes or other trade sanctions imposed by the European Union (EU), the United States of America (USA), any authority within the territory of the EU or USA, or by the United Nations. According to STERNET’s sole opinion, these events may expose STERNET or any of its affiliates or partners (including business partners, suppliers, or collaborators) to sanctions, penalties, loss of privileges, or other harmful actions or omissions by public authorities, or may result in refusal to perform delivery by subcontractors or sub-suppliers for the aforementioned reasons, as well as due to actions or omissions (including threats) by public authorities or their representatives.

6.2 In the event of a Force Majeure Event, the Affected Party shall not be considered in breach of its contractual obligations for the duration and to the extent necessary to overcome the effects of the Force Majeure Event.

6.3 The Affected Party is obligated to promptly notify the other Party of the occurrence of a Force Majeure Event, specifying the contractual obligations it will be unable to fulfill as a result of the event.

6.4 If one or more Force Majeure Events – including their effects – persist for a total of 180 days, either Party may terminate the Agreement in writing concerning the Goods that have not yet been delivered. For the parts of the Goods that remain undelivered, STERNET shall have the right to demand reimbursement from the Client for unavoidable costs incurred due to such termination.

7. Client Obligations

7.1 The Client shall obtain all necessary licenses, permits, and approvals required for the commissioning, acceptance, and use of the Goods.

7.2 If the delivery of the Goods is delayed due to circumstances for which STERNET is not responsible, the Client shall reimburse STERNET for all additional costs incurred as a result of such delay. 

8. Necessity for agreement modification due to external changes

If, after the date of signing the Agreement, statutory or regulatory provisions, technical standards, codes of conduct, or decisions or guidelines issued by courts or public authorities are amended or introduced, STERNET shall have the right to modify the Agreement. Such modifications may include, but are not limited to, adjustments to the contractual price to reflect any additional costs incurred by STERNET, as well as, if necessary, adjustments to the schedule and scope of the Goods delivered to compensate for the adverse effects or additional requirements resulting from the aforementioned changes.

9. Liability for defects

9.1 For the purposes of this Agreement, and subject to Section 9.2, a defect refers to any non-conformity of the Goods with the terms of this Agreement that existed at the time the risk passed to the Client (hereinafter referred to as “defects”).

9.2  The following circumstances are not considered defects:

1. Normal wear and tear or non-conformities resulting from excessive strain;
2. Non-conformities caused by improper or negligent handling of the Goods, or failure to comply with instructions or recommendations provided in the operating or maintenance manuals and other documents;
3. Installation, assembly, modifications, commissioning, or initial startup not performed by STERNET;
4. Software errors of a one-time nature;
5. Defects that do not significantly impair the use of the Goods.

9.3 The Client is obligated to inspect the Goods upon delivery and immediately notify STERNET in writing of any detected defects. Claims related to visible defects are excluded if the Client fails to report them.

9.4 Upon receiving written notification, STERNET shall, at its discretion, remedy the defect through repair, replacement, or re-performance of the defective item. STERNET is entitled to a reasonable period and opportunity to remedy the defect. For this purpose, the Client shall grant STERNET access to the defective Goods, perform any necessary disassembly and reassembly work, and provide access to operational and maintenance data at its own expense. Upon STERNET’s request, the Client shall ensure that ownership of replaced parts/items is transferred to STERNET.

9.5 Unless otherwise agreed, the defect liability period for any part of the Goods is 12 months, starting from the date of risk transfer. For replaced or repaired parts, the defect liability period is 6 months from the date of replacement or repair, unless the original defect liability period for the Goods expires earlier. In all cases, the defect liability period shall not exceed 24 months from the start of the original liability period.

9.6 If the defect involves software, STERNET is obligated to provide the Client with an updated version of the software in which the defect has been resolved, as soon as STERNET or, if STERNET is merely a licensee, the licensor makes such an updated version available. If the software has been modified or developed independently by STERNET, STERNET shall provide the Client with a workaround or other temporary fix until an updated version of the software is delivered, provided such a workaround or temporary solution can be implemented at reasonable cost and the Client’s business operations would be significantly hindered without it.

9.7 If STERNET undertakes work to remedy an alleged defect and it is determined that no defect exists, the Client shall reimburse STERNET for such work, including diagnostic efforts.

9.8 All further liability of STERNET and rights or remedies available to the Client in the event of defects in the Goods are excluded beyond those explicitly specified in this Section 9 or – in cases where STERNET fails to remedy the defect after at least three attempts – in Section 15.2(b). Furthermore, to the fullest extent permitted by law, all warranties, guarantees, representations, and implied assurances under applicable statutes and regulations are excluded.

10. Intellectual property rights 

10.1 If a third party asserts a justified claim against the Client alleging that the Goods infringe the intellectual property rights of such third party, then, subject to the provisions of this Section 10, STERNET shall, at its sole discretion and at its own expense: 

1. Obtain the right for the Client to use the relevant intellectual property rights related to the Goods; or
2. Modify the Goods so that they no longer infringe the relevant intellectual property rights; or
3. Replace the part of the Goods causing the infringement.  

If, in STERNET’s opinion, none of the above solutions is feasible, STERNET may retrieve the affected part of the Goods from the Client and refund the Client the amount paid for them.

10.2 STERNET’s obligations under Section 10.1 are subject to the following conditions:

1. The Client promptly notifies STERNET in writing of the third-party claim and provides STERNET with a copy of any correspondence, notice, or other action related to the alleged infringement;
2. The Client does not independently acknowledge the infringement and provides STERNET with the authority, support, and information necessary for STERNET to defend against or settle the claim; and
3. STERNET assumes sole control over the defense (including the right to choose legal representation) and the exclusive right to settle the claim.

If the Client ceases using the Goods or any part thereof, the Client shall notify the third party in writing that ceasing usage does not constitute an admission of infringement of intellectual property rights.

10.3  The Client shall have no claims if the Client (including its representatives, employees, or contractors) is responsible for the infringement of intellectual property rights. This includes, but is not limited to, infringements caused by:

(i) specific requirements imposed by the Client;
(ii) use of the Goods for purposes or in ways unforeseen by STERNET;
(iii) modifications to the Goods made by the Client; or
(iv) use of the Goods in combination with other equipment.  

10.4 This Section 10 constitutes the entire liability of STERNET concerning third-party intellectual property rights infringement. All other rights and remedies available to the Client are excluded.

11. Liability

Unless expressly stated in this Agreement, this Section 11 exclusively governs STERNET’s liability for damages, costs, and expenses, regardless of the legal basis, including but not limited to contractual liability, tort liability (including negligence), liability for misrepresentation, indemnity, warranty liability, or otherwise.

11.1 In accordance with applicable law, STERNET shall be liable for personal injury and intentional acts or omissions. 

11.2 Under no circumstances shall STERNET be liable – whether arising from indemnification, contract, tort (including negligence and breach of statutory duty), or otherwise – for loss of profits or revenue, loss of production, business interruption, loss of use, material costs, loss of market share, loss of information and/or data, claims arising from third-party contracts, or indirect or consequential damages.

11.3 STERNET’s total liability – whether arising from indemnification, contract, tort (including negligence and breach of statutory duty), or otherwise – in connection with the Agreement shall not exceed 20% of the contractual price per event and is capped, under any circumstances, at 100% of the contractual price.  

11.4 Any limitations of liability set forth in this Agreement also apply to STERNET’s subcontractors, employees, representatives, or other individuals acting on its behalf.

11.5 STERNET’s liability under this Agreement expires upon the lapse of the warranty period for the Goods.

11.6 All rights and remedies available to the Client against STERNET that are not expressly stated in this Agreement are excluded.

12. Assigment

12.1 The Client may not assign this Agreement or any part thereof without the prior written consent of STERNET.

12.2 STERNET may assign the Agreement or any part thereof to an affiliated entity (hereinafter referred to as an “Affiliate”), which is a legal entity under the direct or indirect control of STERNET, controls STERNET, or is controlled by an entity that directly or indirectly controls STERNET.

12.3 Additionally, STERNET is entitled to assign the entire Agreement or any part thereof to any third party in the event of the sale or transfer of STERNET’s business or part thereof to such third party.

13. Confidentiality

13.1 The Parties shall use all documents, know-how, data, or other information provided by the other Party (hereinafter referred to as “Information”) solely for the purposes of performing this Agreement and shall treat such Information as confidential, subject to the conditions outlined below. The Parties may disclose Information to the employees of the receiving Party or third parties who need access to such Information for the purpose of fulfilling the Agreement, provided that such employees and third parties are bound by equivalent confidentiality obligations. The disclosing Party shall be held responsible for any breaches of these obligations by its employees or third parties.

13.2  The confidentiality obligation does not apply to Information that:

1. Is or becomes publicly available through no fault of the receiving Party;
2. Is disclosed to the receiving Party in good faith by a third party authorized to disclose it;
3. Is independently developed by the receiving Party without using the confidential Information;
4. Was known to the receiving Party prior to its disclosure by the other Party; or
5. Is required to be disclosed by law (provided the receiving Party promptly notifies the disclosing Party of such a requirement).

13.3  The confidentiality obligation shall remain in effect after the expiration or termination of this Agreement.

14. Suspension of agreement performance

14.1 STERNET may suspend the performance of its contractual obligations if:

(i) the Client delays any payment or provision of payment security required under this Agreement for more than 30 days;
(ii) the Client fails to fulfill obligations necessary for STERNET to complete or deliver the Goods; or
(iii) the Client commits a material breach of the terms of the Agreement.

14.2 If STERNET suspends the performance of the Agreement pursuant to Section 14.1, or if the Agreement is suspended by the Client without STERNET’s explicit written consent, the Client shall immediately pay STERNET for all parts of the Goods already delivered. The Client shall also reimburse STERNET for any reasonable additional costs and expenses incurred as a result of such suspension (e.g., subcontractor fees, standby costs, demobilization and remobilization costs, etc.). All contractual deadlines shall be extended by a reasonable period required to mitigate the effects of the suspension.

15. Termination of agreement

15.1 Either Party may terminate this Agreement with immediate effect by written notice if the other Party becomes insolvent or enters into liquidation.

15.2 Subject to Section 6.4 and Section 15.1, the Client may terminate the Agreement only under the circumstances specified below and with a 14-day written notice:  

1. In the event of a delay, if the maximum contractual penalties under Section 4.3 are due, STERNET has been granted an appropriate additional period to complete the delivery, and that period has expired without STERNET committing to pay further penalties exceeding the aforementioned maximum penalties for the continuing delay; or
2. In the event that STERNET has committed a material breach of the Agreement and fails to remedy such breach within a reasonable period after receiving written notice of the breach from the Client.

15.3 Termination of the Agreement by the Client shall not affect those parts of the Goods that have already been delivered or performed in accordance with the Agreement prior to termination. Upon termination of the Agreement under Section 15.2, the Client is obligated to pay STERNET for all parts of the Goods already delivered prior to termination. The Client is entitled to reimbursement of reasonable costs exceeding the contractual price if defective Goods were delivered/repaired by a third party. For the avoidance of doubt, the provisions of Section 11 apply in the event of termination. The right to withdraw from the Agreement is excluded.

15.4  Notwithstanding any other rights STERNET may have under this Agreement, STERNET may terminate the Agreement: 

1. If the Client comes under the direct or indirect control of any entity that competes with STERNET; or
2. If the Client commits a material breach of the Agreement and fails to remedy such breach within a reasonable period after receiving notice from STERNET, or if the Client delays payment or the provision of payment security required under this Agreement for more than 30 days; or
3. If the performance of the Agreement is suspended for more than 30 days.

15.5 In the event of termination of the Agreement by STERNET, STERNET shall be entitled to recover from the Client:

(i) the amount of the contractual price less any saved or avoided expenses; and
(ii) any additional costs and expenses incurred as a result of such termination. 

16. Dispute resolution and governing law

16.1 The Parties agree that the Agreement, as well as any disputes or claims arising out of or in connection with its content or subject matter (including non-contractual disputes or claims), shall be governed by Polish law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

16.2 All disputes arising out of or in connection with the Agreement, including any issues regarding termination or subsequent amendments to the Agreement, shall be finally resolved in accordance with the Arbitration Rules of the Court of Arbitration at the Polish Chamber of Commerce in Warsaw, in effect on the date the proceedings are initiated, by an arbitrator or arbitrators appointed in accordance with these Rules.

16.3 The place of arbitration shall be Warsaw, and the arbitration proceedings shall be conducted in the Polish language. Any order for the production or disclosure of documents shall be limited exclusively to the documents that each Party intends to submit as evidence.

16.4 At the request of any Party, the arbitral tribunal may order the claimant or counterclaimant to provide security for legal and other costs incurred by any other Party in relation to the claim or counterclaim, in the form of a bank guarantee or otherwise, on such terms as the tribunal deems appropriate.

17. Export regulations

17.1 If the Client transfers the Goods (equipment and/or software and/or technology and related documentation and/or works or services, regardless of the manner in which they are provided, and/or any form of technical assistance) supplied by STERNET to third parties in another country, the Client is obligated to comply with all applicable national and international export control regulations. In all cases, the Client must adhere to export control regulations applicable in Poland, the European Union, and the United States of America.

17.2 If required for export control purposes, the Client shall promptly provide STERNET, upon request, with all information concerning the specific end customer, destination, intended use of the Goods supplied by STERNET, and any existing restrictions related to export controls.

17.3 The Client agrees to assume liability and indemnify STERNET against any claims, proceedings, lawsuits, fines, losses, costs, and damages resulting from any non-compliance with export control regulations by the Client. The Client shall compensate STERNET for all resulting losses and expenses, unless such non-compliance was not caused by the Client. The foregoing provision does not alter the statutory burden of proof.

18. Final provisions

18.1  STERNET shall not be obligated to perform its contractual obligations if impeded by national or international trade regulations or customs requirements, as well as embargoes or other sanctions. Furthermore, STERNET shall not be obligated to perform this Agreement if it or any of its affiliates or business partners is exposed to harmful actions, penalties, loss of privileges, or any other actions or omissions by administrative, governmental, or other public authorities, including any entities acting on their behalf (or threats thereof), or if any subcontractor or sub-supplier of STERNET refuses to perform delivery for the aforementioned reasons.

18.2 If any provision of this Agreement is deemed illegal, invalid, or unenforceable by a competent court, the validity or enforceability of the remaining provisions of the Agreement shall not be affected. The Parties shall make reasonable efforts to replace such invalid or unenforceable provision with a valid or enforceable provision that closely reflects the original intent of the Parties.  

18.3 Any amendments, modifications, or supplements to this Agreement must be made in writing and signed by authorized representatives of both Parties.

18.4 Any delay or failure by either Party to exercise any right, remedy, or privilege under this Agreement or applicable law shall not affect the validity of such right, remedy, or privilege, nor shall it be construed as a waiver or forfeiture of the right to exercise it.

18.5 This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, promises, assurances, guarantees, representations, and arrangements, whether written or oral, related to the subject matter of the Agreement. The Parties confirm that, in entering into this Agreement, they do not rely on any representations, assurances, guarantees, or warranties (whether made negligently or innocently) that are not expressly set out in this Agreement, and they waive any remedies that might otherwise be available in this respect. Each Party confirms that it shall not bring claims based on negligent or innocent misrepresentation regarding any statements contained in this Agreement.