General Terms and Conditions (GTC) Methods

These GTCTs apply to all deliveries and quotations of MBL (including MBL A/S, MBL Poland Sp. z. o.o. and MBL (Xiamen) Co. Ltd., as applicable) to its customers ("Customer(s)") unless otherwise agreed in an individual written agreement. MBL shall not be bound by any general terms of the Customer.

MBL and the Customer shall jointly be referred to as the "Parties".

1. Drawings, technical documentation, tools, etc.

1.1. Any drawings and other technical documentation, which MBL decides to make available
to the Customer, shall remain the property of MBL, and MBL shall hold all intellectual property rights thereto. The Customer may use the aforesaid only for purposes and in a manner explicitly authorized by MBL in writing, and the Customer may not copy or reproduce the same or disclose it to a third party without the prior written consent of MBL.

1.2. All tools or models produced by MBL and required for the manufacturing of products sold to the Customer remain the property of MBL, and MBL shall hold all intellectual property rights thereto.

1.3. In the event that the Customer pays for specialised tools/models produced by MBL, required for the manufacturing of the products sold to the Customer, such tools/models shall become the property of the Customer, and the Customer shall hold the intellectual property rights to such tools/models. MBL shall not be liable for any damage to the specialised tools/models, unless caused by gross negligence of MBL. The Customer is responsible for the insurance of specialised tools/models located on the premises of MBL, and the Customer incurs any expenses related to their repair, maintenance and/or replacement.

1.4. If any tools/models are produced on the basis of the Customer's drawings, the Customer is responsible for ensuring that the supplied drawings are correct, appropriate and comply with the requirements of the ordered product (dimensions, technical specification, revision, materials). MBL shall not be liable for damages, losses, costs or defects caused by incorrect or inappropriate drawings or design, including but not limited to costs of repair, modification and scrapping of products manufactured on the basis of incorrect or inappropriate drawings or design. The aforesaid applies irrespective of whether the tools/models are the property of the Customer or of MBL.

2. Design

2.1. MBL reserves the right to make changes to products without prior notice to the Customer, if the changes do not significantly affect the functionality, design, quality standards, etc. of the products in question.

2.2. With regards to the products manufactured in accordance with the Customer's specifications, the Customer, when placing an order, makes an assurance to MBL that the specifications in question do not infringe any third-party rights, in particular intellectual property rights.

3. Risk of the Customer's products

3.1. The Customer's products or other materials belonging to the Customer that have been transferred to MBL are stored at the expense and risk of the Customer. MBL shall not be liable for any loss or damage to such products or materials, and all customary insurances must be taken out by the Customer.

4. Offers, acceptance and order confirmation

4.1. All offers of MBL shall be valid within a period of 90 days from the date on which the offer was made in writing (which includes e-mail), unless otherwise agreed. Only offers made on MBL letterhead or printed directly from MBL's computer system and signed by authorised persons shall be valid and binding on MBL.

4.2. Any valid offers accepted by the Customer shall be binding on the Customer. This is also the case, even if the products are not collected by the Customer.

4.3. After receiving an order from the Customer, MBL will issue an order confirmation to the Customer.

4.4. The Customer's placing of an order within the validity period of the offer and in accordance with its terms shall be binding on the Customer and cannot be changed or cancelled without the written acceptance of authorised persons of MBL.

4.5. The acceptance of MBL's offer by the Customer constitutes acceptance of the GTCTs.

5. Price

5.1. The prices and other conditions of delivery offered by MBL are based on the current prices, costs, exchange rates, taxes and duties valid on the date of the offer/order confirmation. In the event of changes to such prices, costs, exchange rates, taxes and duties up to the date of delivery, MBL is entitled to modify the offered/confirmed prices.

5.2. Orders for products for which the total order amount is less than EUR 500.00 (exclusive of any VAT) will be invoiced subject to payment by the Customer of a handling fee of EUR 250.00, unless otherwise agreed in writing.

5.3. Unless otherwise specified, all prices shall be exclusive of VAT, packing costs, freight, insurance, bank charges and other taxes and duties. The Customer shall be responsible for MBL receiving the full amount specified on its invoices; including, if necessary, to (re-)pay MBL any amounts, including the abovementioned, which have been deducted from the amount charged by MBL/the amount paid by the Customer and the amount actually received by MBL.

6. Delivery

6.1. Delivery of products from MBL shall be made in accordance with INCOTERMS 2010 "Ex Works" terms and conditions from the logistics centre indicated in the offer, unless otherwise agreed in writing.

6.2. If the Parties agree that MBL shall arrange for transport of the products, MBL shall do so without liability and at the expense and risk of the Customer, and the delivery terms shall remain "Ex Works". MBL have the right to choose the means of transportation.

6.3. The Customer acknowledges and accepts that MBL cannot commence contract performance, until MBL has received complete information on the execution of the order, including all necessary technical and formal data.

6.4. All dates of delivery indicated in the arrangements between the Parties are estimates only
and are not binding on MBL.

6.5. MBL is entitled to charge a storage fee in accordance with its applicable rates for each day of delay in the Customer's collection of the ordered products. Furthermore, in such case, the Customer is obliged to inform MBL without delay about the new date of collection. The Customer shall bear all additional costs related to the change of date of collection/delivery.

7. Scope of delivery

7.1. The Customer accepts that MBL is entitled to deliver +/- 10% of the agreed quantity of ordered products. The Customer shall nonetheless pay for the quantity of Products actually delivered.

8. Payment

8.1. Payment deadlines are set individually for every Customer, and they are indicated each time in the offer, order confirmation, or invoice. As a general rule, the Customer is obliged to make an advance payment within the time limit indicated on the pro-forma invoice, unless the parties have agreed otherwise by way of an individual written agreement.

8.2. In case of overdue payments, MBL reserves the right to charge default interests in the amount of 9.5% per year. In the event that the Customer does not comply with the payment terms and conditions, MBL has the right to abstain from executing any other orders of the Customer. If the overdue amount is not paid within an additional 7 calendar days payment period, MBL has the right to cancel all orders placed by the Customer and require the Customer to pay damages.

8.3. The Customer does not have the right to withhold payments or offset any amounts without MBL's prior written acceptance.

9. Retention of title

9.1. MBL retains title to all products sold until payment is settled in full by the Customer.

9.2. If the product delivered by MBL to the Customer is transformed in any way by the Customer or becomes incorporated into another product, which is not the property of MBL, MBL obtains ownership to such new product in proportion to the value of the product delivered.

10. Force majeure

10.1. In the event of force majeure, including events such as strikes, blockades, fire, flooding, significant damage of machinery, including serious operational failure, war, import or export bans, confiscation, government intervention, icing hindrances, ship damage or loss, transport delays, non-delivery or delivery of wrong products by sub-suppliers, lack of raw materials or blackouts, or other events beyond MBL's control, MBL has the right to delay or cancel the execution of the order. In the event of delay in the order execution following from force majeure, the Customer cannot exercise any remedies for breach (including claims damages).

11. Complaints

11.1. The Customer is obliged to examine the delivered products immediately and directly after delivery. The Customer must notify MBL in writing of any obvious defects, including unsuitable colour, material, incorrect product, incomplete product etc., within 7 calendar days of delivery. As for defects which are not obvious upon delivery, the Customer must notify MBL of such in writing within 7 calendar days from the date on which the defects were discovered or ought to have been discovered.

11.2. The Customer loses the right to make any claims in relation to a defect if the Customer does not give notice to MBL, specifying the nature of the defect, within the time limits and conditions set out above. In any event, the Customer loses the right to make any claims in relation to a defect if the Customer does not give MBL notice thereof in writing at the latest within a period of one (1) year from the date of delivery of the product in question.

11.3. Products may be returned solely after obtaining prior written approval of MBL.

11.4 Any notification delivered in respect of this Clause 11 must be addressed to MBL's Quality Department or to the Customers designated contact person within MBL.

12. Liability

12.1. In the event of any delay, MBL shall not be liable for any losses incurred by the Customer as a result of this delay, regardless of the reason for the delay.

12.2. Any delays in the delivery of products do not entitle the Customer to cancel the order, unless such cancellation has been accepted in writing by MBL.

12.3. In case of delivery of defective products and subject to the Customer's compliance with the procedure and requirements set out in Clause 11 of these GTCTs, the Customer is entitled to have the defective products repaired or replaced or have the purchase price refunded, the choice of which shall be at MBL's sole discretion. This shall be the Customers' sole remedy for defective products.

12.4. The Customer is obliged to make the defective products available, or to enable their collection, in a place specified by MBL.

12.5. MBL shall not be liable for damages which have occurred as a result of
inappropriate storage, service or use of the product after the purchase of the product by the Customer.

12.6. To the extent that MBL is liable under these GTCTs, MBL's liability shall be limited to EUR 10,000 or the value of the product in question (whichever is higher). Furthermore, MBL shall not be liable for indirect or consequential loss, including loss of profit, production or business.

12.7. MBL shall be liable for product liability only to the extent required by mandatory law.

12.8. The relationships between the Customer and its customers and/or end-users do not concern MBL. Therefore, the Customer shall indemnify MBL for any claims from such parties raised against MBL.

13. Governing law and dispute resolution

13.1. These GTCTs shall be governed by the substantive law of Denmark. The CISG shall, however, not apply.

13.2. Any dispute arising out of or in connection with these GTCTs, including any disputes regarding their existence or validity or the termination of the Parties' cooperation, shall be settled by arbitration administrated by The Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The place of arbitration shall be Copenhagen, Denmark. The language to be used in the arbitral proceedings shall be Danish, or, if the Customer is domiciled outside Denmark, English.

13.3. Notwithstanding the above, MBL shall always be entitled to choose to bring a dispute arising out of or in connection with these GTCTs before the Copenhagen City Court, Denmark, if the Customer is domiciled in the European Union.

14. Miscellaneous

14.1. If MBL becomes aware that the financial situation of the Customer has significantly deteriorated or that there are reasonable doubts as to the possibility and timeliness of settling payment for the products or tools ordered, MBL is authorised to ask for appropriate protection or advance payment. Furthermore, if any invoices issued by MBL to the Customer are overdue, MBL reserves the right to block and suspend all orders, without liability, until all overdue invoices have been paid in full. The Customer shall bear the risk of any delays resulting from any such orders being blocked or suspended.

14.2. Invalidity of one of the provisions of these GTCTs shall not result in the invalidity of other provisions. In the event of ineffectiveness of any provision of these GTCTs, the economic objective which the Parties wished to achieve through such a provision must be taken into account.

MBL, 2021.

1. Rehasense Spółka z ograniczoną odpowiedzialnością with its registered office in Piotrków Trybunalski, entered into the Register of Entrepreneurs of the National Court Register under KRS no. 0000433085, whose documentation is kept by the District Court for Łódź-Śródmieście in Łódź, 20th Commercial Division of the National Court Register, with the share capital of: PLN 1,000,000.00, tax id. no. (NIP): 6772371461, business id. no. (REGON): 122658133, hereinafter referred to as the Service Provider, establishes these Website Use Regulations.

2. The Regulations define technical terms and conditions for the provision of services by the Service Provider electronically via the website.

3. Each User, upon taking steps to use the website, is obliged to read, comply with and accept these Regulations, without any reservations or limitations. The commencement of using the website is tantamount to full acceptance of the terms and conditions of the Regulations.

4. If you do not agree to any terms and conditions contained herein, please stop using the website and leave it immediately.

5. The Regulations are made available free of charge via the website in the form that enables downloading and printing it.

6. Each user is obliged to comply with the provisions of the Regulations from the moment of taking actions aimed at using services provided via the website.

7. All trade names, photos, images and the company’s name and logo used on the website www.rehasense.com belong to the Service Provider and are use only for identification purposes. They may also constitute registered trademarks.

8. An unauthorised use of the content of the website, works or information as well as their unauthorised reproduction or retransmission, or another use of any element of the website are prohibited, as such action may violate copyrights and protected trademarks.

9. Questions and comments may be submitted to the following address: info@rehasense.com

Glossary of Terms:

1.  Website – tool called: www.rehasense.com used for the provision of electronic services,

2.  User – natural person, legal person or another entity without legal personality to whom/which the Act grants legal capacity, using electronic services available and offered within the website,

3. Conditions – set of all provisions included in the Regulations, Privacy and Cookie Policy, as well as in any other terms and conditions placed on the website that apply to specific functions, properties or promotions, as well as user service.

4. Service Provider – entity providing access to and owning this website:  Rehasense Spółka z ograniczoną odpowiedzialnością with its registered office in Piotrków Trybunalski, entered into the Register of Entrepreneurs of the National Court Register under KRS no. 0000433085, whose documentation is kept by the District Court for Łódź-Śródmieście in Łódź, 20th Commercial Division of the National Court Register, with the share capital of: PLN 1,000,000.00, tax id. no. (NIP): 6772371461, business id. no. (REGON): 122658133.

5. Regulations – these Regulations together with any appendices expressly referring to them.

6. Service – service provided by the Service Provider to the User in accordance with the provisions of these Regulations.

Scope of Services Provided

1. The Service Provider ensures access to the content of the website in accordance with the following rules.

2. The content and data published on the website have the character of information for interested parties and may be used only for information purposes.

3. The Service Provider renders the following services with the use of the website:

(i) provision of free-of-charge information on products offered by it, as well as the Users’ possibility to view and read materials (information, photos) posted on the website, made available by the Service Provider.

(ii) the newsletter service provided free of charge – for an indefinite period of time or until the User resigns from the newsletter service, or until the end of the provision of the newsletter service, which may take place at any time. The User may also resign from the newsletter at any time by clicking on the link cancelling the subscription, placed in the footer of each newsletter. Sending the information to the given e-mail address is discontinued immediately and is signalled with a message confirming the operation.

Rules on the Use of the Website

1. The website is handled by different types of web browsers. No specific characteristics of the end-user’s device are required.

2. Upon the acceptance of the Regulations, the User has the right to view, copy and distribute the content of this website without any changes, provided that:

(i) the content will be used only for information purposes, not for commercial purposes

(ii) each copy made will contain information about copyrights or data concerning the author of the content.

3. The use and copying of software, processes and technologies forming part of the website are prohibited.

4. Users may use the website in compliance with the provisions of the Polish Telecommunications Law Act of 16 July 2004 (Journal of Laws of 2021, item 576, consolidated text of 30/03/2021), the Polish Act of 18 July 2002 on the provision of services by electronic means (Journal of Laws of 2020, item 344, consolidated text of 03.03.2020) and other provisions of the Polish law.

5. When using the website, Users are also obliged to comply with the law, principles of social coexistence, provisions of these Regulations, good practices and generally accepted rules of conduct applicable to all users, which are aimed at protecting their interests and interests of third parties (Netiquette).

6. The User is not allowed to use services in a manner contrary to the law or good practices or violating legitimate interests of the Service Provider and third parties.

7. The User is entitled to use the website resources only for their own use.

8. The Service Provider reserves that all materials available on the website (in particular graphics, texts and photos) are protected by the Polish Act of 4 February 1994 on copyright and related rights (Journal of Laws of 2019, item 1231, consolidated text of 0/07/2019). The User has the right to use them only for permitted personal use. Copying, reproducing, distributing on the Internet and other forms of using materials on the website beyond the legal limits and in violation of the provisions specified herein are prohibited.

Liability

1. The website is used only at the User’s expense and risk. The User assumes full liability for damage related to or resulting from its use, whether direct or indirect, incidental, consequential, moral or other damage on account of liability in contract or in tort or resulting from negligence, also liability for loss of data or services.

2. The website does not provide any guarantees regarding its content, in particular guarantees of security, correctness, lack of viruses and malicious codes, correct operation or quality.

3. The website does not provide any explicit or implied warranty, including guarantee of merchantability or fitness for a particular purpose, non-violation of copyrights, adaptation of information security or reliability.

4. The Service Provider is not liable for:

(i) damage resulting from the use of the website by Users in violation of the law or the Regulations,

(ii) damage caused by external factors (e.g. cable, hardware or software failure) or other reasons beyond the Service Provider’s control.

5. Despite the Service Provider’s best efforts to ensure the accuracy and validity of the website and the Terms and Conditions and Regulations contained therein, errors unintended by the Service Provider may occur. The User is asked to report them to the Service Provider after their detection.

6. All exclusions and limitations of liability indicated above apply to the fullest extent permitted by law, covering all types of existing liability, including tort liability, contractual liability and any other liability provided for in the Polish law.

7. The Service Provider reserves that any content included on the website is for informational or promotional purposes only and may not be treated in a legally binding manner between the Service Provider or the User.

External Links

1. Links on this website to other websites are provided for information purposes only.

2. The Service Provider does not bear any liability for links placed on the website or for any damage resulting from their use, in particular if they lead to websites, resources or tools maintained by third parties.

 Use of Cookies

1. The website uses cookies used by the service provider to analyse the Internet traffic and to optimise the website. All information on the use of cookies by the Service Provider is included in the ‘Privacy and Cookie Policy’ constituting Appendix no. 1 hereto, available on the Service Provider’s website.

Intellectual Property

1. The website and its content may be protected by copyrights, trademark rights and other provisions concerning the protection of intellectual property.

2. Trademarks, logos and other personalised emblems of the owner appearing on the website (collectively referred to as the ‘marks’) constitute the Service Provider’s trademarks.

3. Except for separate individual written authorisations, the User may not use the Marks belonging to the Service Provider separately or in conjunction with other verbal or graphic elements, in particular in press releases, advertisements, promotional and marketing materials, the media, written or oral materials, in electronic, visual or any other form.

User’s Data Protection

The Service Provider fully respects the privacy of Users. Detailed information about the processing of the User’s personal data or other information as well as situations in which the Service Provider may disclose it can be found in the document ‘Privacy and Cookie Policy’. (Appendix no. 1 to the Regulations).

Applicability of the Regulations

Unless otherwise agreed, the Regulations constitute a complete and exhaustive agreement between the User and the Owner in the scope of using the website and its content, and supersede any other arrangements or undertakings and agreements concerning the content of these Regulations.

Change of the Website Terms and Conditions

1. The Service Provider reserves the right to modify the provisions of these Regulations at any time during their applicability by publishing their updated version on the website, which becomes effective at the time of the publication, unless otherwise specified in the content thereof.

2. The User is obliged to become acquainted with modifications to the provisions of the Regulations, about which the Service Provider informs them by sending a relevant message or communication about changes to the content of the Regulations for their acceptance.

3. Further use of the website is tantamount to the acceptance of the modified content of these Regulations.

Dispute Resolution

In the case of a dispute, the parties will endeavour to resolve it amicably. If the dispute cannot be resolved amicably, it will be submitted to the competent common court for resolution.

Legal Grounds

The relevant provisions of law applicable to the registered office of the Service Provider’s website apply to matters not regulated herein.

 

 

 

The Regulations enter into force as of 23/11/2021