GALI General Terms of Sale for Businesses

General Terms of Sale of PPHU GALI Michał Galios — version of 02.11.2026

§ 1. Definitions

Capitalised terms in the GTS have the following meanings:

1) Business Day — any day from Monday to Friday, excluding public holidays in Poland;

2) Buyer — a business, i.e. an entity purchasing the Goods in connection with its business or professional activity;

3) Stillage Space — the space on one transport stillage on which the Goods are carried; it is used to charge for transport and storage;

4) Binding Offer — a document of the Seller marked as a “binding offer” and stating the period for which the Seller is bound by it;

5) General Terms of Sale for Businesses (the GTS) — these General Terms of Sale;

6) Order Panel — the Seller’s page on which the Buyer checks the Quote, makes the required declarations and pays: the online order panel or the “Confirm order” page opened from a link in an e-mail;

7) Order Confirmation — the e-mail sent by the Seller after the Contract has been concluded, with the specification and the GTS as PDF files;

8) Terms and Conditions for Consumers — the Seller’s terms and conditions of sale for consumers, available on the Website;

9) Seller — PPHU GALI Michał Galios, ul. Księdza Drozdka 31, 42-660 Kalety, Poland, NIP (tax ID) 5751479721, REGON (statistical number) 240904922, entered in the Central Register and Information on Economic Activity (Centralna Ewidencja i Informacja o Działalności Gospodarczej, CEIDG);

10) Website — the Seller’s website at gali-group.pl;

11) Goods — windows, doors and accessories made to measure to the specification agreed with the Buyer;

12) Contract — the contract for the sale of the Goods concluded between the Seller and the Buyer on the basis of the GTS;

13) Quote — the Seller’s document setting out the specification of the Goods, drawings and the price;

14) Order — the Buyer’s declaration of intent to conclude the Contract, made in accordance with § 4(3).

§ 2. Scope

1. The GTS apply to all contracts for the sale of Goods concluded by the Seller with Buyers.

2. The GTS do not apply to consumers or to natural persons running a business for whom the Contract is not of a professional nature. The Terms and Conditions for Consumers apply to such persons.

3. The Buyer’s general terms of purchase and other standard terms are not binding on the Seller, even if the Seller does not expressly object to them.

4. Any arrangements departing from the GTS must be made in documentary form (e-mail) and confirmed by the Seller.

§ 3. Subject matter of the Contract

1. The Seller sells the Goods to the specification agreed with the Buyer: dimensions, system, colour, glazing, hardware and accessories. The Goods are manufactured by Polish factories, including AWG.

2. The Seller does not carry out installation, surveys, removal or finishing work and does not give advice on installation.

3. The Buyer is responsible for selecting Goods suitable for the building, for compliance with the building regulations of the country of destination and for the performance characteristics required for the building concerned.

4. At the Buyer’s request, the Seller provides the manufacturer’s declarations of performance and technical data.

§ 4. Conclusion of the Contract

1. The Seller’s Quotes and price lists are invitations to place Orders (Article 71 of the Polish Civil Code (Kodeks cywilny), “Civil Code”), unless the document is a Binding Offer. Prices in a Quote are valid for 7 days.

2. Before placing an Order, the Buyer checks the specification and drawings. The Buyer must request any changes before payment, and the Seller then prepares a new Quote.

3. The Buyer places an Order in two steps:

1) by ticking, in the Order Panel, its acceptance of the specification, the manufacturing tolerances and the GTS;

2) by paying 100% of the value of the Order.

4. Acceptance of the GTS covers in particular § 16 (Polish law and the court in Tarnowskie Góry). The Seller keeps a record of the acceptance: the date, the time and the version of the GTS.

5. The Contract is concluded when the payment is credited to the Seller’s account. The Seller sends the Buyer the Order Confirmation without delay.

6. The Seller places the production order as soon as the payment has been credited. No changes or cancellation are possible after payment.

7. If the manufacturer will not make the Goods in the agreed form, the Seller proposes a change without delay. If the Buyer does not accept it, the Seller refunds the payment within 14 days. Any further claims by the Buyer on this account are excluded.

8. In a Binding Offer the Seller guarantees the prices until the date indicated, provided that 100% is paid within that period. After that date the Binding Offer expires.

§ 5. Prices and VAT

1. Prices are net prices in euro (EUR). For Buyers in Poland the Seller will, on request, state prices in Polish zloty (PLN) at the exchange rate on the date of the Quote.

2. Prices do not include transport, transport insurance, unloading or — for deliveries outside the EU — customs formalities.

3. Buyers in Poland. VAT at 23% is added to the price.

4. Buyers in another EU Member State registered for EU VAT. The sale is an intra-Community supply of goods at the 0% rate (Article 42 of the Polish VAT Act (ustawa o podatku od towarów i usług); Article 138 of Council Directive 2006/112/EC on the common system of value added tax), provided that:

1) the Buyer provides a valid EU VAT number verified in the VIES system;

2) the Goods are dispatched from Poland to another Member State and the Seller receives documents confirming the dispatch: a CMR consignment note and confirmation of receipt or, in the case of collection by the Buyer, the Buyer’s declaration of dispatch stating the date and place of delivery, in the form set out in Appendix 1 (Article 42(4) of the VAT Act).

5. The Buyer accounts for VAT on the intra-Community acquisition in its own country.

6. If the condition in paragraph 4(2) is not met, the Seller adds Polish VAT at 23%. The Buyer undertakes to pay it on demand.

7. EU businesses without a valid EU VAT number. A Buyer from another EU Member State who does not provide a valid EU VAT number (paragraph 4(1)) is treated by the Seller for VAT purposes as a consumer under § 6(2) of the Terms and Conditions for Consumers. The Buyer undertakes to pay the VAT due on demand.

8. Buyers outside the EU. The sale is an export at the 0% rate once the Seller has received confirmation of export (IE-599 message). Customs duty, import VAT and formalities in the country of destination are borne by the Buyer.

9. Until export is confirmed, a Buyer outside the EU pays a deposit of 23% of the net value. The Seller refunds the deposit within 14 days of receiving confirmation of export. If confirmation is not received within 90 days of the Goods being handed over, the Seller applies the deposit towards Polish VAT.

10. If the VAT rate changes after the Contract has been concluded, the rate applicable on the date the tax point arises applies.

§ 6. Payment

1. The Buyer pays 100% of the value of the Order in advance: by bank transfer to the account stated in the Quote or the pro forma invoice, or through the payment provider in the Order Panel. Making the payment constitutes placing the Order (§ 4(3)).

2. If payment is made after the Quote has expired, the Seller accepts the Order at the prices current on the date of payment. If those prices are higher, the Seller informs the Buyer before placing the production order. The Buyer then either pays the difference or receives a refund of the entire payment. In that case the Contract is concluded when the Buyer accepts the additional payment.

3. For late payment of additional amounts due (e.g. VAT adjustments, storage fees, redelivery), the Seller charges statutory interest for late payment in commercial transactions. The Seller also charges compensation for recovery costs under the Polish Act of 8 March 2013 on Counteracting Excessive Delays in Commercial Transactions (ustawa z dnia 8 marca 2013 r. o przeciwdziałaniu nadmiernym opóźnieniom w transakcjach handlowych).

4. The Buyer may not set off its claims against amounts due to the Seller or withhold payment on account of a complaint. The exception is a claim acknowledged by the Seller or established by a final court judgment.

5. The Seller issues invoices electronically and sends them by e-mail. The Buyer consents to this.

§ 7. Retention of title

1. The Goods remain the property of the Seller until the full price, together with any ancillary amounts due, has been paid (Article 589 of the Civil Code).

2. Until then the Buyer may not sell or encumber the Goods or permanently attach them to real property.

§ 8. Dimensions, specification and technical selection

1. Dimensions, opening directions, divisions, colours and fittings are provided by the Buyer. The Seller does not verify them on site.

2. The Seller is not liable for errors in the data provided by the Buyer. Goods made to an incorrect specification may not be returned or exchanged at the Seller’s expense.

3. Elements required by the manufacturer (glass thickness, reinforcements, type of hardware, thresholds) are selected by the Seller in accordance with the manufacturer’s guidelines and stated in the Quote. The Buyer accepts them by placing the Order.

4. Manufacturing tolerances. The following are not defects:

1) deviations in external dimensions of up to ±3 mm;

2) a difference in diagonals of up to 2 mm for a diagonal of up to 1 m, up to 3 mm for a diagonal of up to 2 m and up to 4 mm for a diagonal of more than 2 m;

3) differences in colour and texture of foils, paint finishes and glass between production batches and compared with colours shown on screen and in colour samples, within the manufacturer’s tolerances.

5. Insulating glass units are assessed in accordance with EN 1279: from a distance of 3 m, in daylight, without magnification. The tolerances for glass units, glazing bars and spacers and the physical phenomena that are not defects are set out in Appendix 2 “Glass quality criteria”.

6. The standard installation conditions are: wind zone I, built-up area, installation height up to 5 m above ground, up to 700 m above sea level. The Buyer must state the installation conditions if they differ from these. If none are stated, the Goods are selected for standard conditions. The Seller is not liable for the consequences of the Goods being used in other conditions.

7. The Seller makes designs that exceed the dimensions or proportions recommended by the manufacturer with a limited warranty and says so in the Quote. By placing the Order, the Buyer accepts this limitation.

8. Doors and sliding units are intended for installation in a sheltered location only.

§ 9. Lead time

1. The production lead time stated in the Order Confirmation is indicative. As standard it is 3–8 weeks from the date the payment is credited, depending on the system, colour, roller shutters and season.

2. The Seller informs the Buyer of any expected delays and of the new date. A delay caused by the manufacturer, the carrier or force majeure does not constitute non-performance of the Contract.

3. If the delay exceeds 60 days compared with the date in the Order Confirmation, the Buyer may set the Seller an additional deadline of 14 days. If that deadline passes without performance, the Buyer may withdraw from the Contract as regards the unperformed part. The Seller then refunds the payment for that part within 14 days.

4. Any further claims arising from delay are excluded to the extent permitted by law (§ 13).

§ 10. Delivery, collection and passing of risk

1. Collection by the Buyer. The Seller hands over the Goods at its warehouse in Kalety (EXW Kalety, Incoterms® 2020) on the agreed day. The Seller loads the Goods using a forklift truck.

2. When collecting, the Buyer provides a vehicle suitable for carrying windows and secures the Goods on the vehicle (stillages, straps). From the moment of loading, the Buyer is responsible for the Goods.

3. Transport ordered by the Buyer. The Seller arranges carriage at the Buyer’s expense at the rates stated in the Quote, charged per Stillage Space according to the country of delivery; unloading by the Seller is charged extra as stated in the Quote.

4. On delivery, the Buyer ensures access for a lorry and the presence of a person authorised to accept the Goods on the agreed day. Unloading must be completed within 2 hours of the vehicle’s arrival. The costs of a failed delivery (repeat journey, waiting time, storage) are borne by the Buyer.

5. Risk. The risk of accidental loss of or damage to the Goods passes to the Buyer when the Goods are handed over to the Buyer or to the carrier (Article 544 § 1 and Article 548 of the Civil Code). This also applies to carriage arranged by the Seller. At the Buyer’s request, the Seller insures the carriage at the Buyer’s expense.

6. Failure to collect the Goods. If the Buyer does not collect the Goods by the agreed date, the Seller may:

1) store the Goods at the Buyer’s cost and risk for a fee of €20 net per Stillage Space for each week or part of a week, charged from 14 days after notification that the Goods are ready; or

2) after a further demand, withdraw from the Contract and retain from the payment the cost of making the Goods to measure.

7. Stillages. The Seller usually ships the Goods on non-returnable stillages. If the Order Confirmation specifies the manufacturer’s returnable stillages, the Buyer returns them complete and undamaged within 45 days of delivery. For each stillage not returned or returned damaged, the Seller charges the Buyer €250 net.

8. The Buyer notes any glass damage found on receipt on the transport document and records it with a photo showing the label on the glass unit.

§ 11. Inspection of the Goods and notification of defects

1. The Buyer undertakes to inspect the Goods on receipt (Article 563 of the Civil Code): quantity, conformity with the specification and visible damage (breakage, scratches, dents).

2. Shortages and visible damage must be notified by the Buyer at the time of receipt on the transport document or in the delivery report, with photographic evidence, and at the latest within 2 Business Days by e-mail to biuro@gali-group.pl.

3. Latent defects must be notified by the Buyer without delay after discovery, and no later than within 7 days.

4. Failure to notify a defect within the periods in paragraphs 2 and 3 results in the loss of rights under the statutory liability for defects (rękojmia) in respect of that defect (Article 563 § 1 of the Civil Code).

5. Glass defects are assessed in accordance with Appendix 2 (from a distance of 3 m). Scratches on profiles are assessed from a distance of 1 m in diffuse daylight.

6. Notification of a defect does not entitle the Buyer to refuse to accept the whole delivery. Installing a component with a visible defect excludes any claims in respect of that defect.

§ 12. Statutory liability for defects and warranty

1. The Seller is liable under the statutory liability for defects (rękojmia) for physical defects in the Goods discovered within 2 years of handover (Article 568 of the Civil Code), subject to § 11.

2. The Buyer’s rights under the statutory liability for defects are limited — in this order — to:

1) repair of the defective component;

2) delivery of a defect-free component;

3) a price reduction, if repair and replacement are impossible or would involve excessive costs.

3. The Buyer may withdraw from the Contract only in the case of a material defect that the Seller does not remedy within a reasonable time. The Seller chooses how the defect is remedied (Article 558 § 1 of the Civil Code).

4. The statutory liability for defects does not cover:

1) defects in Goods installed otherwise than in accordance with the manufacturer’s instructions and the technical conditions for the execution and acceptance of construction work;

2) defects resulting from incorrect data provided by the Buyer (§ 8);

3) damage occurring after the risk has passed, including during the Buyer’s own transport, unloading, storage and installation;

4) the consequences of incorrect installation, adjustment, use and maintenance;

5) normal wear and tear;

6) physical phenomena that are not defects: condensation on the outer pane, interference, anisotropy of toughened glass and differences in shade between batches.

5. The Seller does not bear the costs of removing and reinstalling a defective component, or the costs of scaffolding and travel, unless the defect results from the Seller’s wilful misconduct or gross negligence.

6. Independently of the statutory liability for defects, the Seller passes on to the Buyer the terms of the manufacturer’s warranty, where the manufacturer grants one. The Buyer makes warranty claims through the Seller.

§ 13. Liability

1. The Seller’s liability under the Contract and in tort is limited to actual loss and to the net value of the Order to which the loss relates.

2. The Seller is not liable for loss of profit, construction downtime, contractual penalties owed by the Buyer to third parties or indirect loss.

3. The limitations in paragraphs 1 and 2 do not apply to loss caused intentionally (Article 473 § 2 of the Civil Code) or through gross negligence. Nor do they apply to liability that cannot be excluded by law.

§ 14. Force majeure

1. Neither party is liable for failure to perform the Contract caused by force majeure. Force majeure includes in particular: natural disasters, epidemics, war, strikes, decisions of public authorities and prolonged interruptions in the manufacturer’s supply of raw materials.

2. A party affected by force majeure informs the other party without delay. Deadlines are extended by the duration of the impediment.

3. If the impediment lasts longer than 90 days, either party may withdraw from the Contract as regards the unperformed part. The Seller then refunds the payment for that part.

§ 15. Confidentiality and personal data

1. The prices, discounts and terms in the Seller’s Quotes are intended solely for the Buyer.

2. The Seller processes the personal data of the Buyer’s contact persons as controller for the purpose of performing the Contract, in accordance with the privacy policy available on the Website.

3. With the Buyer’s separate, voluntary consent, the Seller may publish photos of the installed Goods, without the Buyer’s details or the address of the building. Consent may be withdrawn at any time.

§ 16. Governing law and jurisdiction

1. The Contract is governed by Polish law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

2. Disputes arising out of or in connection with the Contract are decided by the common court having jurisdiction for the Seller’s registered office: the Sąd Rejonowy w Tarnowskich Górach (District Court in Tarnowskie Góry) and, in cases falling within the jurisdiction of a regional court, the Sąd Okręgowy w Gliwicach (Regional Court in Gliwice). The legal basis is Article 46 of the Polish Code of Civil Procedure (Kodeks postępowania cywilnego) and, for Buyers established in another EU Member State, Article 25 of Regulation (EU) No 1215/2012.

3. The Seller may also bring proceedings before the court having jurisdiction for the Buyer’s registered office.

4. Acceptance of the GTS in the Order Panel (§ 4(3)(1)) constitutes an agreement on jurisdiction concluded by electronic means providing a durable record (Article 25(2) of Regulation (EU) No 1215/2012).

§ 17. Final provisions

1. The GTS are available on the Website. The Seller attaches them to every Quote.

2. The Seller may amend the GTS. The Contract is governed by the version attached to the Quote on the basis of which the Buyer placed the Order.

3. If any provision of the GTS is invalid or ineffective, this does not affect the remaining provisions. The parties will replace such a provision with one that comes closest to its commercial purpose.

4. The parties make declarations in documentary form (e-mail), unless the GTS or the law require written form.

5. The GTS have been drawn up in Polish. Versions in other languages are provided for convenience only. In the event of any discrepancy, the Polish version prevails.

Appendix 1. Declaration of dispatch (collection by the Buyer, intra-Community supply at 0%)

```

I declare that the goods under invoice No ………… (order No …………), collected in Kalety on …………,

were dispatched from Poland and delivered to: ………………………… (address, EU country) on …………,

in the vehicle with registration No ………… .

Buyer’s name and EU VAT number: ………………………… ; signature: …………………

```

Appendix 2. Glass quality criteria

These criteria are based on EN 1279:2018 and related standards (EN 572, EN 1096, EN 12150, EN 12543).

How to assess the glass

1. The glass is viewed from the room side, at right angles to its surface, from a distance of at least 3 m.

2. The assessment takes place in diffuse daylight (overcast sky), without direct sunlight and without a magnifying glass, torch or lamp.

3. The observer looks through the glass, not at the glass. A fault that is not visible under these conditions is not a defect.

4. A visible fault is measured with a ruler and compared with the table below.

Glass zones

• Rebate zone — a 15 mm strip from the edge of the glass (usually covered by the frame).
• Edge zone — a 50 mm strip from the edge.
• Main zone — the rest of the pane.

Permissible spot faults (bubbles, inclusions)

Scratches and linear faults

• Hairline scratches (up to 0.2 mm wide) that are not visible under the assessment conditions are permitted, provided they are not clustered (more than 3 within a circle 20 cm in diameter).
• Main zone: a single scratch up to 15 mm, up to 45 mm in total. Edge zone: a single scratch up to 30 mm, up to 90 mm in total.
• Scratches wider than 1 mm are assessed as spot faults. Faults smaller than 0.5 mm are disregarded.
• Scratches on the outer surface of the glass that can be felt with a fingernail occur after delivery and are not a manufacturing defect.

Dimensional tolerances

Phenomena that are not defects

1. Condensation on the outer pane — a sign of good insulation. Condensation on the room side results from humidity and ventilation in the building. Only moisture between the panes is a defect.

2. Concave or convex deflection of the unit — caused by changes in temperature and pressure; it distorts reflections but does not affect the properties of the glass. Above 700 m above sea level, pressure-equalised units are used — to the Buyer’s order.

3. Multiple reflections, the rainbow effect, haze on coatings — result from the structure of the unit and low-emissivity coatings.

4. Anisotropy, roller marks and roller wave in toughened glass (roller wave up to 0.3 mm).

5. Colour differences between adjacent panes, within the limits of ISO 11479-2, and between new and older panes.

6. Internal glazing bars may bend slightly with changes in temperature, change shade or rattle in strong wind.

7. Thermal breakage — occurs where there are large temperature differences across the pane (partial shading, films, heaters directed at the glass, leaving the glass in the sun before installation).

8. Spontaneous breakage of toughened glass caused by a naturally occurring nickel sulphide inclusion.

Glass complaints

A glass complaint should include: a photo of the whole pane, a photo of the fault with a ruler held against it and a photo of the label on the spacer bar between the panes.