These General Terms and Conditions ("GTC") apply to all contracts for the sale of used IT equipment and related services entered into by CHG-MERIDIAN Polska Sp. z o.o. ("Seller") with business customers ("Buyer"). They govern all current and future business relations. Conflicting or deviating terms of the Buyer shall not apply unless explicitly accepted in writing.

2.1
The Seller shall provide a written offer valid for 14 days from the date of dispatch. Acceptance is effective upon receipt of a signed copy of the purchase agreement by the Seller.

2.2
Oral side agreements are not valid unless confirmed in writing.

3.1
Unless otherwise agreed, prices are net ex-warehouse (EXW) from the specified location. Packaging suitable for transport is included.

3.2
Prices do not include VAT. Polish VAT applies unless the Buyer provides proper export documentation allowing exemption. If provided after payment, VAT may be refunded.

4.1
Payment is due immediately via bank transfer from a business account (SEPA if applicable).

4.2
Equipment is sold EXW per Incoterms 2020.

4.3
Shipment/collection only after full payment or confirmation of payment initiation. In case of default, statutory interest will apply.

4.4
If the Buyer delays pickup or fails to cooperate, clause 8 applies.

4.5
Shipment by Seller is optional and at Buyer's cost.

4.6
Offsetting or retention only permitted with undisputed or legally binding claims.

Seller may make partial deliveries upon advance payment.

6.1
For intra-EU deliveries, VAT exemption applies only if Buyer provides valid VAT ID and confirms receipt outside Poland (via CMR or equivalent).

6.2
Buyer must notify the Seller of its VAT ID and any changes without delay.

6.3
Failure to provide proper documentation may result in VAT being charged and liability for resulting costs.

6.4
Seller is not liable for incorrect Buyer-provided information unless due to intent or gross negligence.

7.1

Buyer is responsible for any required export licenses unless otherwise required by law.

7.2

Buyer shall not export/re-export goods in violation of EU/Polish and German sanctions.

7.3

No-Russia Clause: Buyer may not sell or export the goods to Russia or for Russian use. Violations are material breaches subject to contract termination and penalties.

8.1

Seller may withdraw if: a) Buyer fails to pay within 3 days of availability; b) Buyer delays pickup for 7+ days; c) Buyer breaches export clauses.

8.2

Buyer compensates Seller for damages including lost profit and storage (€1/day/pallet + €75 admin fee).

8.3

Buyer may prove lower damages.

Risk passes upon collection or handover to carrier. Buyer bears all transport-related risks and costs from that point.

10.1
Goods are sold "as-is" without warranty, unless stated otherwise.

10.2
Type A: no visual/technical defects (subject to wear).
Type B: cosmetic defects allowed. Guarantee period per agreement.

10.3
Claims require RMA form submission. Buyer bears cost.

10.4
Batteries and consumables excluded.

10.5
Software, manuals, accessories not included unless stated.

11.1
Seller liable for intent/gross negligence only.

11.2
Liability for death/injury/product liability remains.

11.3
Other liability excluded.

11.4
Employees/agents covered by same limitations.

11.5
Force majeure applies.

Seller retains ownership until full payment.

13.1
Polish law applies. CISG is excluded.

13.2
Exclusive jurisdiction: courts of Warsaw, Poland.

13.3
Place of performance: Seller's warehouse in Poland.

13.4
Invalid provisions shall be replaced by valid ones closest to the intended purpose.