General Terms of Trade

1. These General Terms of Trade, hereinafter referred to as "GTT", apply to all container sales agreements and container modification agreements, which may include additional services (e.g., transport, renovation), concluded between BOXTHER, hereinafter referred to as the "Seller", and its client, i.e.: natural person, natural person conducting business activity, legal person, organizational unit granted legal capacity by law, as well as territorial self-government unit "TSU" and public administration body "PAB" (unless separate conditions exclude the application of these GTT), hereinafter referred to as the "Buyer", as well as to all legal or factual actions, directly or indirectly related to the implementation of concluded container sales agreements.

2. These GTT may be accepted by the parties only in their entirety, and any changes to their provisions must be confirmed by the parties in written or email form.

3. If the Buyer is a consumer (natural person), for these GTT to bind the Parties, they must be delivered to the Buyer in readable form at the time of sending the commercial offer.

4. In relations between entrepreneurs, it is recognized that commercial terms established during email correspondence are binding for the Parties.

5. When implementing container sales agreements, the provisions of the Act of April 23, 1964, Civil Code (consolidated text, Journal of Laws of 2024, item 1061, as amended) hereinafter referred to as "CC", as well as other provisions of generally applicable domestic and international law, apply in particular.

1. Based on Article 661§4 CC, the application of Article 661§1-3 of the Civil Code and Article 681-2 CC is excluded, therefore the commercial offer is purely informational and does not constitute a commercial offer within the meaning of CC, and the terminology is defined for the purposes of these GTT. Thus, a container sales agreement may be concluded after confirmation of the commercial offer by the Buyer, under the conditions specified in the commercial offer submitted by the Seller and these GTT.

2. Commercial offers are directed exclusively to the Buyer (offer addressee) and contain in particular the following information:

• Net container price (remember to add appropriate VAT tax)
• Payment method
• Cost of additional services (transport, etc.)
• Offer validity period
• Container technical specification

3. Acceptance of the commercial offer by the Buyer may occur orally (e.g., by phone), but must be confirmed by the Buyer in any written form (e.g., email, SMS message) or payment of the proforma invoice. In case of non-confirmation of the commercial offer in the manner indicated above or non-payment of the proforma invoice, the Buyer is deprived of the possibility of making any claims against the Seller regarding the compliance of the goods (container) with the commercial offer (e.g., regarding the technical condition of the container).

4. Any changes to the commercial offer conditions at the Buyer's initiative require explicit consent from the Seller in written or electronic form (email) or issuance of a new commercial offer by the Seller.

5. Confirmation of commercial offer conditions by the Buyer does not constitute conclusion of an agreement until confirmation of container availability by the Seller.

6. The Seller is entitled to withdraw the commercial offer, particularly in case of operational inability to realize the offer (e.g., lack of available containers in the yard). In such situation, the possibility of the Buyer pursuing claims in this regard is excluded.

1. Conclusion of a container sales agreement occurs at the moment of payment of the proforma invoice by the Buyer. The parties may additionally conclude a written container sales agreement with attachments supplementing its content, as well as separate conditions changing these GTT, if the Parties so decided (e.g., in case of TSU or PAB).

2. Conclusion of a container sales agreement may also occur implicitly through issuance of a proforma invoice by the Seller (e.g., in the form of advance payment or full container price) and its payment by the Buyer. In such situation, the Seller, immediately after issuing the proforma invoice, informs the Buyer about the contract conditions, and may do so even after receiving payment from the Buyer. General CC principles apply to container sales agreements concluded implicitly.

3. Sales representatives who are employees or collaborators of the Seller are authorized to negotiate commercial conditions of container sales agreements, including presenting commercial offers, withdrawing them and informing about container technical specifications and contacting the Buyer, however, conclusion of a written sales agreement or other commercial conditions in the form of GTU changing these GTT requires signature of a person authorized to represent the Seller according to the current KRS content or power of attorney.

4. Transfer of container ownership to the Buyer occurs upon joint fulfillment of the following conditions: payment of price and container collection.

1. Buyer's obligations are regulated by these GTT, unless they result from other documents superior to GTT, according to the hierarchy indicated in §6 section 5.

2. In case of personal container collection by the Buyer, they are obliged in particular to:

• verify compliance of the container's technical condition indicated in the offer with the actual condition, and in case of discrepancies, immediately inform the Seller about this fact
• absolutely not accept any instructions regarding sales agreement execution, not coming directly from the Seller or issued by unauthorized third parties, unless the Seller confirms such instructions, as well as refrain from own actions not confirmed by the Seller, particularly regarding loading, unloading, transport or container assembly methods
• immediately, but no later than one hour from the event occurrence, inform the Seller about any delays or other problems occurring during sales agreement implementation, particularly about inability to collect the container on time or loss of Buyer's financial liquidity. The Seller reserves the right to re-invoice costs of failed transport or crane service to the Buyer

3. The Buyer being an entrepreneur, by entering into agreement implementation, agrees to exclude the Seller's liability under warranty, according to Article 558 §1 of the Civil Code. Warranty may be granted by the Seller, but this must be included in the commercial offer or agreement. For consumers, warranty and guarantee issues are regulated by written agreement, and in its absence, generally applicable provisions apply.

4. The Buyer bears responsibility for the container's technical condition from the moment of its collection.

5. The Buyer is obliged to remove all logos and markings except for the Seller's markings. The Buyer is obliged to cover all damages incurred by the Seller as a result of failure to fulfill the above obligation.

1. As a rule, the Buyer makes advance payment of the container price, in the amount specified in the commercial offer, based on the proforma invoice issued by the Seller. Deviations from this rule may be specified in the commercial offer or container sales agreement.

2. The proforma invoice contains at least the following information:

• Number
• Seller and Buyer data
• Container price or part of the price
• Payment deadline and method

3. The proforma invoice may be delivered via email to the address provided by the Buyer.

4. The Buyer has no right to offset receivables or unjustifiably withhold them, unless their claims have been expressly recognized by the Seller or established by final court judgment.

5. The Buyer is obliged to collect the container(s) within 14 days from the release date. After this period expires, they bear full responsibility for all fees, particularly container storage fees. The storage rate will be according to the offer or invoice.

6. In case of failure to collect the container within the established deadline, the Seller, after prior notice to the Buyer to collect the container and ineffective expiry of the collection deadline, has the right to withdraw from the sales agreement. In such situation, the Seller has the right to deduct container storage costs from the paid container price, at the rate resulting from the offer.

7. The Seller has the right to impose a contractual penalty on the Buyer in case of delay in container collection as follows: 10% of container value for each started month counted from the proforma payment date.

8. In case of payment to an incorrect Seller's account (e.g., different currency account), the Buyer is obliged to cover banking costs, including currency conversion.