Terms and Conditions

Article 1 Definitions

The expressions used in these General Terms and Conditions of Trade shall have the following meanings:

 

 

Article 2 General Provisions

1. The GTCT shall apply to the Agreement and constitute its integral part, even if not expressly referred to in or attached to the Agreement. In the event of any discrepancy between the provisions of the Agreement and the Terms and Conditions, the provisions of the Agreement shall prevail and have binding effect.
2. The GTCT shall remain in force throughout the entire period of commercial cooperation between MORIS and the Client – starting from the first order placed with MORIS – including cases where such order is not confirmed by MORIS. By entering into the Agreement, the Client or a person authorised to act on the Client’s behalf confirms, in the name of and with binding effect for the Client, that the GTCT are known to the Client and fully accepted.
3. MORIS shall be entitled to unilaterally amend these GTCT at any time by publishing their new version on the website: https://moris.eu/en/terms-and-conditions. Such amendment, subject to section 2 above, shall be effective with regard to orders and Agreements concluded after the date of publication of the updated Terms and Conditions.
4. The Client shall be responsible for ensuring that persons who contact MORIS on its behalf, including those placing orders or submitting other declarations connected with the conclusion or execution of Agreements, are duly authorised to do so and hold the necessary authority to represent the Client in respect of such activities. Any doubts or objections in this regard must be reported to MORIS immediately, but no later than within 24 hours from the moment of conclusion of the Agreement (i.e. issuance of the respective confirmation by MORIS), under pain of being deemed to have confirmed all actions leading to the conclusion of the Agreement and to have fully accepted its content.
5. Any additional arrangements, including any modifications or exclusions of the GTCT with respect to a specific Delivery (Agreement), shall be binding upon the Parties only if confirmed in writing by both Parties, failing which they shall be null and void.
6. For the purposes of concluding, amending and administering Agreements, the Parties agree that electronic form shall be deemed equivalent to written form.

 

Article 3 Terms and Conditions of Agreement Execution

1. All services and activities constituting the Delivery shall be performed exclusively on the basis of the Agreement.
2. Where an order is placed via the Platform, the Agreement shall be deemed concluded only upon confirmation of its acceptance for execution by MORIS, delivered by email or through the relevant notification available on the Platform. Likewise, in the case of agreements concluded by way of an exchange of correspondence, including electronic correspondence, the Agreement shall be deemed concluded only upon issuance by MORIS of an order confirmation and its delivery to the Client.
3. Orders placed via the Platform must specify, in particular, the following elements: a) the Client’s identification data, b) the type of service or the subject of performance (scope of Delivery), c) the characteristics of the goods or service (features of the subject of Delivery), d) the place of Delivery.
4. Regardless of the other elements constituting the Agreement, by placing each order the Client shall submit to MORIS the following declaration: 
   “I hereby declare that I am not in arrears with payment of any due obligations and that I am not listed in the National Register of Debtors, the Business Information Bureau, the National Debt Register, the National Business Information Bureau or in any other similar register containing data on unreliable debtors.” Should there be doubts regarding the truthfulness of this declaration, including in the case of submitting a false declaration, or in the event of negative verification of the Client, MORIS reserves the right to refuse to confirm the order, and accordingly it shall not be treated as accepted for execution; MORIS shall notify the Client of such refusal. The occurrence of such a situation shall not entitle the Client to raise any claims of any kind against MORIS.

 

Article 4 Delivery or Service Completion Date

1. The Delivery date shall be the date indicated in the Agreement.
2. In the case of Agreements concluded as a result of an order placed via the Platform, unless the Parties expressly agree otherwise in the Agreement, the date indicated in MORIS’s declaration of acceptance of the order for execution (order confirmation) shall be indicative only. MORIS reserves the right to modify this date, including the date specified in section 1 above, in particular having regard to the provisions of sections 7 and 8 of this Article.
3. Should the Delivery be delayed as a result of fortuitous events, circumstances beyond its control or circumstances impossible to foresee, MORIS shall not be held liable.
4. Delivery of goods (products) shall be carried out in the manner specified in the Agreement, which must also state whether MORIS provides transportation of the goods (products), or whether the Client is responsible for organising such transport, including specification of the place of Delivery / place of collection of the goods (products).
5. Should the Agreement be concluded through the Platform, upon dispatch of the goods (product) to the Client, MORIS shall send the Client an email or place a notification on the Platform confirming that the goods (product) have been dispatched.
6. MORIS reserves the right to deliver the goods (products) in partial shipments or in full before the Delivery date agreed in the Agreement. Failure to deliver all ordered goods (products) within the originally agreed time limit shall not constitute grounds for the Client to refuse their subsequent acceptance.
7. MORIS reserves the right to modify the Delivery date in the event of circumstances that MORIS could neither influence nor foresee when confirming the submitted order, especially those indicated in clause 3.
8. Should the extension of the Delivery date resulting from the events referred to in sections 3 or 7 exceed 1 month beyond the date referred to in sections 1 or 2, each Party shall have the right to terminate the Agreement with immediate effect by submitting a written declaration to the other Party. This right may be exercised within 7 days from the moment such right arises, unless Delivery has been completed before the right is exercised. Should either Party effectively exercise this right, neither Party shall be entitled to make any claims of any kind against the other Party in connection therewith. This mechanism shall not apply to orders (Agreements) involving the processing of goods (products) referred to in Article 8 of the GTCT.
9. Should the Client choose electronic payment or payment by card, the order processing time shall be counted from the moment of obtaining positive payment authorization (it may be extended by the indicated period without the need to issue additional documents confirming such status). In the case of prepayment via traditional bank transfer, the processing time shall be counted from the date the payment is credited to MORIS’s bank account (it may be extended by the indicated period without the need to issue additional documents confirming such status).

 

Article 5 Collection of Goods (Products)

1. Documents related to the collection of goods (product) from the MORIS warehouse, in connection with the executed Delivery, shall be issued in electronic form. In particular, a receipt confirmation signed by representatives of the Client and MORIS using a tablet provided by MORIS, allowing the replication of handwritten signatures, shall be treated by the Parties as a reliable and binding confirmation of the fact of collection of goods (product) from the MORIS warehouse (completion of the Delivery). The Client shall not be entitled to dispute the fact of collection of goods (product) solely because the signature of its representative was provided on a tablet (electronic device) supplied by MORIS.
2. Upon signing as described in section 1, the Client’s representative shall receive from MORIS an electronic copy of the document confirming the collection of goods (product), either to the email address specified in the Agreement or directly via the Platform.
3. The signature of the Client’s representative provided as part of confirmation of the goods (product) collection shall confirm that, prior to signing, the Client had the opportunity to examine the condition of the goods (product) and the contents of the collection confirmation, voluntarily signed the document, and acknowledges that it constitutes binding evidence between the Parties of the receipt of the goods (product) / execution of the Delivery in accordance with the Agreement and applicable Terms and Conditions.
4. The Client shall be responsible for ensuring that any persons designated by it to collect the goods (product) / accept the delivery, including contracted carriers, are properly authorised to perform all related activities, including those provided for in the GTCT, and to confirm the collection of the goods (product) from MORIS / completion of the Delivery, including signing the related documents, with effects directly binding on the Client. Under no circumstances shall the Client raise any claims against MORIS alleging that a given person was not authorised to sign the relevant documents on behalf of the Client, where the Client has directed that person to MORIS or has otherwise designated them, in connection with the Agreement, as the person authorised to collect from MORIS the goods (product) / services covered by the Delivery.
5. Should it be impossible to use an electronic form for recording collection-related activities, in particular in the event of a failure of the system used for this purpose (tablet / device), the Parties shall prepare the aforementioned documents in written form and sign them by hand.
6. The provisions of the preceding sections of Article 5 shall apply accordingly to Deliveries in which MORIS is responsible for transportation of the goods (products) to the locations indicated by the Client. In such cases, the aforementioned signatures of the Parties’ representatives may be executed on a device, in particular through an application on a phone used by a MORIS representative, as a reproduction of handwritten signatures, instead of a dedicated tablet. The fact that such an application is used in place of a dedicated tablet, or that signatures reproduced as handwritten are made within it, cannot constitute grounds for the Client to dispute the completion of the Delivery.
7. MORIS shall store the documents related to the collection procedures and associated metadata for a period of at least 5 years from the date of completion of the Delivery, and shall apply technical measures ensuring the integrity of the records (data).
8. The provisions of Article 5 shall be read and interpreted jointly with the relevant provisions of Article 7, in particular in relation to the deadlines and methods for submitting and documenting any reservations the Client may have regarding the subject of the Delivery.
9. To the extent that the preceding provisions exclude the possibility of disputing the fact of the Delivery having been made, whether by referring to the method by which the Parties’ representatives signed, or to the effects of the collection actions carried out between the Parties’ representatives using electronic documents confirming such fact, this provision shall be deemed equivalent to the conclusion of an agreement for evidentiary purposes within the meaning of Article 458⁹ section 1 of the Code of Civil Procedure, thereby excluding the admission of evidence, including witness testimony or Party interrogation, aimed at questioning the performance of collection procedures recorded in the form provided for in the Conditions or the effectiveness thereof.

 

Article 6 Payment

1. The price of the Delivery is specified in the Agreement, which sets out both the net and gross amounts. The price shall include, in particular, VAT, delivery costs and any additional services. All costs that may arise during the execution of the order, such as transshipment fees, customs duties or other charges and taxes applicable at the time of order execution, shall be borne by the Client, which the Client irrevocably accepts when entering into the Agreement.
2. The Client agrees to receive VAT invoices electronically, which will be made available in Portable Document Format (“PDF”) on the Platform. For each Delivery, the Client shall receive, together with the shipment confirmation, information regarding the availability of the electronic invoice.
3. Unless otherwise provided in the Agreement, payment for the performed service or completed Delivery must be made within 14 days from the date of issuance of the VAT invoice to the bank account number indicated therein, subject to section 4. For payments made via bank transfer, the Parties agree that the moment of payment shall be the date on which the full amount of the invoice is credited to the MORIS bank account.
4. Should there be a delay in payment of the price referred to in sections 1 and 3, regardless of the cause of such delay, MORIS shall be entitled to withhold the performance of any further services for the Client, including suspension of further Deliveries (other Agreements), and to charge statutory interest for delay in commercial transactions for each day of delay. Furthermore, MORIS reserves the right to demand the return of the delivered goods.
5. MORIS shall retain ownership title to the delivered goods (product) until the Client has settled the entire price referred to in sections 1 and 3 that relates to the delivery of the specific goods (product).
6. Online payments made via the Platform shall be processed by Autopay S.A. with its registered office in Sopot. Autopay S.A. is a Polish payment institution supervised by the Polish Financial Supervision Authority (KNF) and holds the consent of the National Bank of Poland to operate the BlueCash Payment System. This entity holds a PCI DSS certificate and operates in compliance with ISO 27001. According to the information provided by this entity, Autopay S.A.’s solutions meet the requirements of sectoral regulators: the National Bank of Poland, the Polish Financial Supervision Authority, and the Personal Data Protection Office.
7. The Platform supports nearly 400 payment methods, including in particular: BLIK, 1-click payments, Pay-by-link, fast transfers via: mBank S.A. with its registered office in Warsaw, Bank Pekao S.A. with its registered office in Warsaw, Credit Agricole Bank Polska S.A. with its registered office in Wrocław, Santander Bank Polska S.A. with its registered office in Warsaw, PKO BP S.A. with its registered office in Warsaw, Nest Bank S.A. with its registered office in Warsaw, ING Bank Śląski S.A. with its registered office in Katowice, BNP Paribas Bank Polska with its registered office in Warsaw, Citi Bank Handlowy S.A. with its registered office in Warsaw, Alior Bank S.A. with its registered office in Warsaw, Bank Pocztowy S.A. with its registered office in Bydgoszcz, Bank Millennium S.A. with its registered office in Warsaw, Bank Nowy S.A. with its registered office in Poznań, T-Mobile Banking Services, Plus Bank S.A. with its registered office in Warsaw, and payment cards:
   1. Visa / Visa Electron,
   2. Mastercard,
   3. MasterCard Electronic,
   4. Maestro,
   5. Apple Pay,
   6. Google Pay,
   7. online instalments,
   8. recurring payments, and Pay Smartney.
8. The Autopay S.A. payment regulations, Autopay S.A. service regulations, and the BlueCash Payment System Regulations are available at: https://pomoc.autopay.pl/dokumenty
9. By purchasing goods (products) from MORIS, the Client warrants that on the date of conclusion of the Agreement, as well as on the date of making payment or the date of Delivery, the Client is a taxpayer registered as an active VAT payer.
10. Should the Client breach the provisions of section 9 or fails to demonstrate to MORIS that it is properly registered as an active VAT taxpayer, the Client shall be obliged to compensate MORIS for any damages incurred as a result and to pay the amount due under a corrective invoice issued by MORIS, increased by VAT, together with interest calculated from the VAT due date.

 

Article 7 MORIS Warranty

1. MORIS ensures high quality of the services provided and their compliance with the relevant standards applicable to such services and to the goods (products), as set out in the concluded Agreements, as well as with the agreed specifications. MORIS shall perform the Deliveries in good faith and with due diligence. The warranty covers confirmation that the goods (product) are made from the material specified in their confirmed description and that they are manufactured in accordance with the agreed specification (if such specification was part of the Agreement). Under no circumstances, unless explicitly stated otherwise in the Agreement, shall MORIS be liable for the suitability of the goods (product) for the purpose for which the Client intended or intends to use them, even if such purpose was communicated to MORIS.
2. The Client shall be obliged to inspect the goods (product) for quality and quantity, including their compliance with any individual arrangements referred to in Article 8 of the Terms and Conditions (if such arrangements were made for a specific Delivery), immediately upon receipt. Should the Client identify any non-conformity of the goods (product) with the Agreement, the Client must inform MORIS without delay, but no later than 2 days from the date of receipt of the goods. Should the goods be collected by the Client or a carrier / transport vehicle designated by the Client at MORIS’s premises or warehouse, the Client must report any non-conformities or reservations immediately, before the completion of loading, in a protocol in the presence of a MORIS employee; otherwise the complaints shall not be considered or accepted.
3. The provision in section 2 shall also apply to complaints related to corrosion. Complaints related thereto shall not be considered unless the Client’s reservations are submitted to MORIS within the deadlines specified in section 2. The presence of mill scale on the surface of hot-rolled products, due to their production technology, shall not by itself constitute grounds for a Client complaint unless explicitly stated otherwise in the Agreement. Furthermore, in the case of complaints regarding corrosion on the surface of the goods (product) corresponding to class A or B of the initial condition according to EN ISO 8501-1, MORIS shall be entitled to refuse to consider such a complaint, unless the provisions of the Agreement explicitly excluded the possibility of such corrosion even for the aforementioned classes.
4. The Client may also submit complaints via the contact form available on the Platform.
5. MORIS shall provide a response within 21 days from the date of receipt of the Client’s complaint.
6. Unless otherwise stated in the Agreement, the warranty period granted by MORIS for the delivered goods (products) shall be 12 months from the date of loading onto the transport means agreed for the execution of the Delivery. Where MORIS performs repair of defective goods or delivers new goods, the warranty period shall restart.
7. Should defects in the goods (product) appear during the warranty period, which the Client could not have detected with due diligence during the procedures referred to in sections 2 or 3, the Client shall immediately notify MORIS of the identified defects, no later than two days from the moment of detection, under penalty of forfeiting warranty rights. For the purpose of submitting a complaint, the Client may use the contact form available on the Platform. Notification of a defect shall require confirmation by MORIS, which shall respond within the deadline specified in section 5.
8. Should MORIS confirm the timeliness of the notification and the substantive validity of the claim, it shall either replace the defective goods (product) with goods (product) free of defects or remedy the defect. The complaint may also be resolved if both Parties agree, by reducing the price of the delivered goods (product) with the corresponding settlement carried out by MORIS.
9. Replacement of defective goods or defect removal shall occur no later than two months from the date of positive consideration of the complaint submission. Should goods free of defects fail to be delivered within this period or should the defect remain unresolved, the Client shall be entitled to withdraw from the Agreement by submitting an additional written declaration, for which the Client shall have an additional 7-day period.
10. MORIS shall be entitled to refuse to remove (repair) a confirmed defect if it would entail excessive costs; in such case, the defective goods (product) shall be replaced with new goods free of defects. This position shall be included in the final response to the complaint received by MORIS.
11. Should the Client request the delivery of goods free of defects, the Client shall deliver the defective goods (product) to MORIS’s warehouse at its own cost within 14 days from the submission of such request, under penalty of being considered groundless.
12. For a complaint to be accepted by MORIS for consideration, the goods must be delivered under the conditions specified in section 11, undamaged, unprocessed in production or otherwise, and with all markings or identification elements intact. Moreover, the goods must be identifiable according to the parameters included in the certificates, stored under proper conditions throughout the entire period to protect them from atmospheric factors and moisture (protected against corrosion), and, in the case of factory-packaged goods, delivered in their original and undamaged packaging. Otherwise, MORIS reserves the right to refuse the complaint for consideration or to refuse the return of goods, even if the Client has submitted a declaration of withdrawal from the Agreement, which then obliges the Client to collect such goods (products) if delivered to MORIS’s warehouse, and to settle the full related price.
13. MORIS’s liability under the warranty for physical defects of the goods (product) shall be fully excluded, unless explicitly stated otherwise in the Agreement.
14. MORIS shall not be liable for defects resulting from the use of the goods in a manner inconsistent with their intended use or technical properties, due to improper storage, including exposure to atmospheric conditions or moisture, errors or design defects by third parties or failure to follow the manufacturer’s instructions.
15. MORIS shall not be liable for corrosion or normal wear and tear of the goods (products) occurring after the date of delivery.
16. Submitting a complaint shall not release the Client from the obligation to pay for the performed Deliveries.
17. MORIS’s liability under this section shall only arise if the Client properly secures the goods (products) against mechanical damage, corrosion, erosion or other surface defects, including correct storage and transport, and ensures that the goods (products) can be identified and objectively assessed for reported defects at all times.
18. MORIS shall not be liable for the results of services performed in the event of use of incorrect materials, other than those specified in the Agreement, provided the Client was informed in advance and gave approval.
19. MORIS shall be exempt from all liability under this section or the Agreement if the Client was aware of the defect at the time of placing the order, concluding the Agreement, or receiving the goods (product).

 

Article 8 Individual Processing of Goods (Product)

1. Should the concluded Agreement provides for cutting, bending or any other type of processing of goods (product) by MORIS, including welding, such goods (products) shall be prepared in accordance with the individual specification prepared and provided by the Client, which shall include, in particular, lengths, angles and cutting tolerances. The Client shall bear sole responsibility for the accuracy of the technical data provided (the specification referred to above), and under no circumstances shall MORIS be liable for incorrectly provided parameters by the Client, nor does it have an obligation to verify the validity of the Client’s assumptions.
2. All cuts shall be performed in accordance with standard technological tolerances specified at the order confirmation stage; the conclusion of the Agreement shall be treated as full acceptance by the Client of the cutting scheme and technical parameters of the service.
3. All welds, and similar technical operations referred to in section 1, shall be performed in accordance with standard technological tolerances specified at the order confirmation stage; the conclusion of the Agreement shall be treated as full acceptance by the Client of the welding scheme (or other relevant operations) and the technical parameters of the service.
4. MORIS shall not be obliged to verify whether the individual specification prepared by the Client, or the Client’s assumptions regarding the processing of the goods (products), comply with external standards or regulations. The Client shall be responsible for verifying whether the planned processing meets the requirements for which the product (goods) is intended.
5. In the case of goods (products) subject to individually agreed processing procedures, the Client shall not have the right to withdraw from the Agreement, and MORIS shall not provide any warranty for such goods. The Client cannot refuse to accept goods (products) manufactured according to the submitted specification.
6. In the case of goods (products) subject to individually agreed processing, the Client shall be obliged to exercise the utmost diligence in verifying the ability to receive and store the ordered goods, considering that the goods may have non-standard dimensions, requirements or may require special transportation conditions.

 

Article 9 Liability and Contractual Penalties

1. Once an order confirmation is issued by MORIS, its withdrawal shall only be possible at the Client’s request, provided that MORIS expressly consents to such action. In such a case, the Client shall bear all costs incurred by MORIS in connection with the prior execution of the order.
2. In the situation referred to in section 1, MORIS shall also be entitled to charge the Client a contractual penalty of 25% of the total gross price payable for the order to which the situation relates. Any prepayments made by the Client shall be applied first towards the contractual penalty. A similar penalty shall apply to MORIS in the event of withdrawal from the Agreement due to reasons attributable to the Client. Reservation of the aforementioned penalty shall not exclude the possibility of claiming additional compensation exceeding the stipulated penalty under general principles.
3. Any changes to the submitted order, relative to the one confirmed by MORIS, shall be possible no later than 48 hours before the planned Delivery date, provided that this does not apply to goods (products) subject to the processes referred to in Article 8. Such changes shall be effective if the Client’s request is explicitly accepted by MORIS. MORIS shall not be obliged to implement the request but may freely decide whether to execute the order as per the issued confirmation or to issue a new confirmation in line with the Client’s request, thereby replacing the prior order confirmation. Failure to accept the Client’s request as per the preceding sentence shall not constitute grounds for any claims by the Client against MORIS.
4. Changes after the deadline specified in section 3 shall only be possible in exceptional cases, provided they are expressly accepted by MORIS, and in any case, the Client shall bear all costs incurred by MORIS in connection with the prior execution of the order in its original form. In addition, a contractual penalty referred to in section 2 may also be imposed, subject to the last sentence of section 2.
5. In the event of failure by the Client to pay for or collect the subject of the service or Delivery within the deadline agreed by the Parties, the Client shall be liable for any resulting damages.
6. Should the Client delay the collection of the ordered goods (products) by at least 3 days, including refusal to accept the delivery performed by MORIS or an agreed carrier, MORIS may, regardless of any other rights of MORIS arising under applicable law, the Agreement, or the Terms and Conditions, charge the Client a contractual penalty of 10% of the gross price related to the order to which the specified situation relates. Reservation of the aforementioned penalty shall not exclude MORIS’s right to claim additional damages exceeding the amount of the contractual penalty under general rules.
7. Should the Client independently enter address data during registration or when placing orders, the Client shall bear sole responsibility for its accuracy, completeness, and currency. The Client shall be obliged to update it and verify each time that it contains no errors. MORIS shall not be liable for consequences resulting from the provision of incorrect or obsolete data by the Client, in particular regarding the place of Delivery or issuance of sales documents.
8. Should the Delivery be impossible to perform due to reasons attributable to the Client (including, in particular, lack of suitable technical conditions, access to the location, or equipment enabling receipt or unloading), the Client may be charged for costs incurred by MORIS in connection with transport arrangements, especially costs of shipping, warehousing or returning the goods. The amount of costs shall be determined based on actual expenses incurred, and the Client shall be obliged to pay them immediately upon the first request from MORIS.
9. MORIS’s liability arising from the execution of a specific Agreement, regardless of its legal basis, including tort liability, shall in any case be limited to the gross price referred to in Article 6(1) of the Terms and Conditions related to the specific order (Agreement). In all cases, it shall be limited to actual damage, excluding liability for lost profits, any indirect damages, loss of production, reprocessing costs, or similar.

 

Article 10 Withdrawal from the Agreement

1. In the event of withdrawal from the Agreement, subject to section 2, the Client shall deliver the goods to the MORIS warehouse within 14 days from the date of withdrawal from the Agreement.
2. Should the Client be the party withdrawing from the Agreement, the effectiveness of the withdrawal statement shall depend on whether the goods (products) subject to the withdrawal have been returned to the MORIS warehouse prior to submitting such declaration. Where the withdrawal from the Agreement arises from reasons attributable to the Client, the Client shall return the goods (products) to the MORIS warehouse and cover all costs associated with the return of the goods (products) to the MORIS warehouse.
3. The deadline for withdrawal shall be deemed met if the withdrawal statement is sent before the expiry of the withdrawal period and should the Client be the party withdrawing from the Agreement, if the return of the goods is also completed within the period specified in section 2.
4. Goods may be accepted for return only if they are intact, have not undergone any production or other processing, and can be identified according to the parameters specified in the certificates. Factory-packaged goods must be returned in their original, undamaged packaging. Section 7(12) of the Terms and Conditions shall apply accordingly.
5. MORIS shall refund the amount due to the Client using the same method of payment as used by the Client, unless the Parties agree on an alternative method that does not entail additional costs for MORIS. The amount to be refunded shall be reduced by any amounts that MORIS may be entitled to withhold or offset in connection with the relationships binding the Client to MORIS.

 

Article 11 Assignment

1. Neither Party shall be entitled to transfer its rights or obligations arising from the Agreement to any third party without the express written consent of the other Party.

 

Article 12 Confidentiality

1. The Parties undertake to keep confidential all technical, organisational, commercial and other information disclosed to each other in connection with the execution of the Agreement, and not to use such information for any purpose other than as specified in this Agreement. The Parties also undertake to maintain the confidentiality of information whose disclosure to third parties or use for purposes other than the subject of the Agreement could harm the interests of the Parties during the term of the Agreement or after its termination (“Confidential Information”).
2. The obligation of confidentiality shall apply to all Confidential Information regardless of its source.
3. The Parties shall not disclose or provide any Confidential Information to third parties in any manner, nor reveal the source of the Confidential Information without the prior express written consent of the other Party, except to subcontractors, legal or financial advisers or technology providers to the extent required for the execution of the Agreement or the operation of the business processes of the respective Party. Within the organisational structures of the Parties, access to such information shall be limited solely to employees and representatives of the Parties whose access to the information is justified by their official position or participation in the execution of the Agreement.
4. The Parties shall not be required to treat as confidential any information mutually disclosed that:
5. was lawfully known to the Party before disclosure by the other Party; or
6. was transmitted by the Party to any person or entity without any confidentiality restrictions; or
7. is publicly known or has been publicly disclosed without violation of this confidentiality clause; or
8. must be disclosed under mandatory provisions of law or pursuant to final or immediately enforceable judgements or decisions of courts or administrative authorities.
9. Should it be necessary to disclose Confidential Information, the Party required to disclose it shall promptly, and to the extent possible prior to disclosure, notify the other Party, specifying the legal basis for the request, the entity to whom the Confidential Information is to be disclosed and the list of information to be disclosed.
10. In the event of a breach of the Confidential Information protection obligations by either Party, the aggrieved Party shall have the right to claim compensation under general legal principles, including the Civil Code and the Act on Combating Unfair Competition.

 

Article 13 Force Majeure

1. Neither Party shall be liable for any damages resulting from a breach of the Agreement if it demonstrates that the non-execution or improper execution was caused by the force majeure, i.e., circumstances of an external nature that occurred after the conclusion of the Agreement, which could not have been foreseen with due diligence, and whose consequences could not have been prevented even with such diligence.
2. The Party invoking force majeure shall immediately notify the other Party of such circumstances, providing documents and information confirming the occurrence of the force majeure event that prevents the performance of obligations under this Agreement. The notifying Party shall also indicate the anticipated effects of the force majeure event on the performance of its obligations under the Agreement.
3. The occurrence of the force majeure shall result in the postponing the performance deadlines of obligations that cannot be fulfilled for the duration of the obstacle, without the need to execute a separate amendment to the Agreement confirming such circumstances, unless the Party receiving the notification of the force majeure states in response that the postponement or partial non-execution of the Agreement would result in the loss of its economic significance. In such case, the receiving Party may withdraw from the Agreement, in whole or in part, by submitting a statement of withdrawal within thirty (30) days from the date of receipt of the force majeure notification.

 

Article 14 Dispute Resolution

1. The provisions of the Agreement, as well as all non-contractual circumstances, arrangements, or obligations related to the Agreement, shall be governed by and interpreted in accordance with Polish law.
2. Notwithstanding the content of section 1 of the Agreements, should the Client be domiciled outside the Republic of Poland, the United Nations Convention on Contracts for the International Sale of Goods, concluded in Vienna on 11 April 1980, shall not apply to the relations arising from the Agreement.
3. Notwithstanding the provisions of section 1 of the Agreements, where the Client is domiciled in a country other than the Republic of Poland, the United Nations Convention on the Limitation Period in the International Sale of Goods, concluded in New York on 14 June 1974, shall not apply to the relations arising from the Agreement.
4. The place of performance of all obligations arising from the Agreement shall, as a rule, be the city of Chorzów, Poland.
5. All disputes arising from the execution of the Agreement shall be subject to the exclusive jurisdiction of the Polish common court competent for the registered office of MORIS, unless mandatory legal provisions provide otherwise.

 

Article 15 Personal Data Protection

1. In connection with the execution of the Agreement, one Party may provide the other Party with personal data of individuals involved in concluding and executing the Agreement. The provision of personal data results in the receiving Party becoming the data controller within the meaning of Article 4(7) of the Regulation of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (Official Journal of the European Union L.2016.119.1. of 4 May 2016) establishing the purposes and means of such processing in accordance with the principles set out in Article 5 of GDPR.
2. The Client’s personal data shall be processed for the purposes of concluding and executing the Agreement, in particular: establishing and maintaining ongoing contact for the execution of the Agreement, fulfilling all obligations arising from the Agreement, sharing personal data, if necessary, with subcontractors and other business partners involved in the execution of the Agreement, and agreeing on methods of fulfilling obligations.
3. In connection with the provision of personal data, MORIS shall be obliged to comply with its information obligations toward the data subjects. MORIS fulfils the information obligations under Articles 13 and 14 of GDPR on its website www.moris.eu
    and on the Platform website.

 

Article 16 Sanctions Policy

1. The Client represents that, to the best of its knowledge, as of the date of concluding the Agreement, neither it, nor its affiliated entities, members of its governing bodies or persons acting on its behalf are subject to economic sanctions, trade embargoes, prohibitions, restrictive measures, executive decisions or orders, and that no proceedings are being conducted by Sanctioning Authorities that could result in the imposition of such sanctions. Furthermore, neither the Client, nor its affiliated entities, members of its governing bodies, or persons acting on its behalf, are included on the Sanctions List.
2. The Client represents that, to the best of its knowledge, as of the date of concluding the Agreement, both it and affiliated entities, as well as members of its governing bodies and persons acting on its behalf, adhere to generally applicable legal provisions (Sanctions Regulations) and are not involved in transactions with potentially sanctioned entities, nor is there any probability of participating in schemes to circumvent or avoid regulations imposed by Sanction Authorities.
3. The Client undertakes that, in the event that sanctions under the Sanctions Regulations are imposed on it or on entities affiliated with it, members of its governing bodies or persons acting on its behalf, which would prevent further cooperation, it shall immediately cease any actions contrary to the above regulations. Should the above make it impossible to continue the cooperation, MORIS shall have the right to immediately terminate the Agreement, and the Client shall not be entitled to assert any claims as a result thereof.
4. Should the obligations under this paragraph be unfulfilled or inadequately fulfilled, the Client shall cover any damages incurred by MORIS as a result of the acts or omissions of the Client, its affiliated entities, members of its governing bodies, or persons acting on its behalf.
5. The representations made in this Article shall be deemed made by the Client at the time of placing an order, concluding the Agreement and on any date on which any performance under the Agreement is carried out, without the need for the Client to confirm them in any additional manner.

 

Article 17 Final Provisions

1. These Terms and Conditions shall apply as of 15 November 2025, replacing any prior general terms and conditions or provisions that would apply to Agreements concluded after this date.
2. Should the Client use its own general terms and conditions of purchase or other similar documents, it shall be obliged to notify MORIS of such fact no later than at the stage of placing the order, failing which it shall be deemed not to apply such documents. In the event of any conflict between these Terms and Conditions and the Client’s documents referred to above, the provisions of these Terms and Conditions shall prevail. Should the Client fail to accept this, it must submit an explicit statement to that effect, in which case no Agreement shall be concluded between MORIS and the Client.
3. Matters not regulated by these Terms and Conditions shall be governed by the provisions of Polish law, subject to the exceptions set out in Article 14(2) and Article 14(3). The Parties also exclude the application of Articles 68 and 68² of the Polish Civil Code to the relations between them; that is, they do not assume that a lack of response or silence by the other Party may be regarded as acceptance of an offer or a modification of the concluded Agreement.
4. MORIS represents that it holds the status of a large entrepreneur within the meaning of the Act of 8 March 2013 on counteracting excessive delays in commercial transactions.
5. These Terms and Conditions shall not apply to consumers or entities who, by virtue of applicable legal provisions, enjoy extra rights or protections similar to those granted to consumers. MORIS currently does not offer goods (products) to consumers, and the Platform is not directed at them.
6. If the Platform is made available to consumers or persons referred to in section 5, a separate set of terms and conditions will apply to their situation, including agreements concluded with MORIS, of which they will be informed via the Platform.
7. Any amendments or supplements to the Agreement shall require a written or electronic form to be effective, failing which they shall be null and void.
8. If any provision of the Agreement is or becomes invalid or unenforceable, it shall not affect the validity of the remaining provisions of the Agreement. If any provision of the Agreement is or becomes invalid or unenforceable, the Parties shall promptly amend or supplement the Agreement in a manner reflecting as closely as possible the intention of the Parties expressed in the provision deemed invalid or unenforceable.
9. All images, renders or graphics available on the Platform shall be protected, and the associated rights, including proprietary copyrights, shall belong to MORIS.
10. Images of goods (products) are computer-generated and may differ from the actual appearance or properties of the delivered goods. The Client must ensure, in each case, that the detailed specification of the ordered goods (products), including their dimensions, grade, or other properties, meets its actual needs.