General terms of sale
The following "General Terms of Sale" (hereinafter referred to as "OWS") shall apply to sale of products and services (referred to as "the Products") by Europolit, a limited liability company having its registered office in Wałbrzych, 9H Karkonoska Street, entered into the register of entrepreneurs kept by the District Court for Wrocław-Fabryczna 9th Commercial Department of the National Court Register under number KRS 0000015398, NIP (Tax Identification Number) 614-10-02-205, REGON (National Business Registry Number) 230248992, hereinafter referred to as "the Seller". "The Buyer" means an entrepreneur concluding a sales contract with the Seller on the basis of the Order submitted to the Seller on terms specified in these OWS.
Art. 1 GENERAL PROVISIONS
- These OWS are binding for both the Seller and the Buyer. The commercial conditions presented by the Buyer do not bind the Seller, unless directly confirms their application. If the Seller and The Buyer conclude a separate Contract, confirmed in writing by both parties, then in the case of discrepancies between the provisions of OWS and the Contract, the provisions of the Contract shall have superior importance.
- OWS are given to the attention and approval of the Buyer at the latest on the day of submission of order (hereinafter referred to as "the Order") and bind the Buyer upon submission of the Order or upon concluding any Sales Contract or Cooperation Contract, both concluded once as well as of continuous character and concerning sale of the Products by the Seller including reference to OWS.
- OWS is also available on the website, at www.europolit.pl.
- If the Buyer remains in permanent commercial relations with the Seller, adoption of OWS by the Buyer at the first Order shall be deemed their acceptance for all other sales contracts until changes in their content or cancellation occur.
- Information provided by the Seller in any form, in particular an offer, a leaflet, an announcement, an advertisement and pricelists, do not constitute an offer, as defined by the Civil Code and are not binding for the Seller, but they are an invitation to enter into a Contract or submit an Order. Each information, regardless of whether it comes from the Seller or one of their distributors – with regard to weight, dimensions, efficiency, volume technical data in catalogue, description, prospectus, advertisement, illustration, drawings etc. shall be considered approximate information and shall be binding only if the information is clearly confirmed in the offer and/or in confirmation of the Order. Detailed requirements of the Buyer shall be binding only to a degree in which they were confirmed by the Seller in writing.
- Drawings and descriptions. Any drawings and technical documentation submitted to the Buyer shall remain the property of the Seller and be returned upon request. Drawings, technical documentation and other technical information shall not be used without permission of the Seller for any other purpose beyond provided at the time of transfer and shall not be copied, reproduced or transferred to a third party without permission of the Seller.
- Current price list of Products used by the Seller is presented in writing to the Buyer prior to concluding the Contract or submitting the Order and is an integral part of the Contract. The Seller reserves the right of adjustment of agreed prices in the case of changes in currency exchange rates, increase in prices of materials, government intervention or other circumstances beyond control of the Seller, having effect on increase in costs to implement the Order submitted by the Buyer.
- Sale price given by the Seller is net price to which Value Added Tax should be added at a currently binding tax rate.
- The provision of Article 68² of the Civil Code shall not apply to Contracts concluded by the Parties, unless the Parties conclude, in writing, a provision of a different content.
Art. 2 ORDERS
On the basis of a written Order submitted by the Buyer, what follows is submission of offer to conclude a Sales Contract with the Seller.
- Method of Order submission. An Order may be submitted only in writing by one of the methods:
- by mail to the address of the Seller: ul Karkonoska 9H, 58-305 Walbrzych
- by fax to the number: 074/ 848 44 99;
- electronically, to e-mail address designated by the Seller, also with the use of electronic form of the Order, if the Seller places such form at the web site: http//www.europolit.pl
- The order must contain:
- the Buyer data: company, designation of legal form, address, phone number, fax no., NIP (Tax Identification Number), full name of the person submitting the order on behalf of the Buyer,
- marking of the ordered Products by providing their names and quantities, as well as indexes used by the Seller to mark them and price of the ordered Product stated by the Seller in price list available to the Buyer or in the offer submitted by the Seller,
- date and place of Products receipt
- legible signature of the Buyer or the person ordering, previously authorized by the Buyer.
- In the case of permanent cooperation with the Buyer, in particular consisting in the so-called Products Sales of continuous character, the Order may not indicate specific price of the Product, but it may refer to current prices used in sales of those Products by the Seller, earlier presented to the Buyer.
- In the case of undetermined date of Products collection, it is assumed that The Buyer takes the Product immediately after the Seller's notice of the possibility to collect the Products. Costs of transport, insurance and non-standard packaging shall be borne by the Buyer, unless the parties agree otherwise.
- Confirmation of Order receipt for execution.
- Purchase offer is not assumed until the moment of the Seller issuing a written confirmation of acceptance of the Order for execution.
- Confirmation of acceptance of the Order for execution by the Seller substantially takes place by e-mail, fax or mail (to e-mail address, fax, address provided in the Offer). The Seller indicates in confirmation their internal number assigned to the Order.
- Cancellation (withdrawal) of the Order by the Buyer can be done only with the approval of the Seller expressed electronically or in writing. The Buyer withdrawing the Order is obliged, according to choice of the Seller, to pay for their benefit:
- a contractual penalty fee in the amount of: 25% of net value of the Order for Products sold according to the standard price list or 100% of net value of the Order for Products sold on the basis of special offers;
- as well as possible special costs incurred by the Seller in connection with execution of this Order.
- The Seller is authorized to refuse acceptance of the Order for execution, particularly in the case of delay of the Buyer to pay any obligations in cash due to the Seller under any reason or violation by the Buyer of any obligations towards the Seller resulting from contracts previously concluded between the Parties.
Art. 3 DELIVERY AND COLLECTIONS OF PRODUCTS
- Issue of the Products takes place in the time specified by the Seller on confirmation of the Order or at a different time agreed by the Parties. The condition of issuing the Products is regulation by the Buyer of any earlier agreed obligations in cash due to the Seller.
- Unless determined otherwise, the Products shall be delivered to the Buyer by a carrier ordered by the Seller to the place specified by the Buyer in the Order as the place of delivery.
- The Seller is authorized to conduct partial deliveries.
- Delivery shall be deemed realized upon delivery of the Products to the place indicated as the place of delivery.
- Ownership of the Products, excluding Article 4 item 7, and the risk of accidental loss or accidental deterioration in the quality of the Products passes from the Seller to the Buyer upon receipt of the Products by the Buyer.
- At the time of receipt of the Products, the Buyer is obliged to check the quantity and the quality of received Products with regard to defects not hidden with due diligence and a written confirmation of acceptance on loading documents and waybills of the carrier, as well as on a copy of WZ document and/or another document confirming delivery of the Products, and this confirmation should contain:
- date of receipt of the Products,
- corporate stamp of the Buyer, and in the case of its absence – accurate marking of the Buyer,
- legible signature of the person authorized for commissioning of the Products on behalf of the Buyer.
- Confirmation of acceptance is equivalent to confirmation of lack of objections as to the quantity and the quality of the received Products, if the Buyer does not prepare a certificate of acceptance with objections to the delivered Product.
- Complaint of delivery. If during collection of the Products quantitative shortages/surpluses have been diagnosed or if they have physical defects, the Buyer is obliged - under pain of acknowledging that the Seller issued to the Buyer Products in the quantity and the quality consistent with the Order - with the participation of the carrier, to prepare a complaint certificate with exact description of discrepancy and to note this fact also on a copy of WZ document / waybill. The Buyer is obliged to send a complaint certificate to the Seller to e-mail address: sprzedaz@europolit.pl on the day of Products acceptance or at the latest on the following business day.
- Complaints submission as to the Product quantity does not exempt the Buyer from obligation to pay the price timely, in the part corresponding to the price of the Products issued to the Buyer.
- In the case of default in meeting the deadline of commissioning the Product (delivery) by the Seller as a consequence of circumstances for which the Seller shall bear responsibility, the Buyer is obliged, before using the right to withdraw from the Contract, to set an additional time limit to issue the Product (delivery) by the Seller, at least 30 days from the deadline of commissioning specified in the Contract.
- In the case of failure to collect Products by the Buyer, the Seller has the right to charge a contractual fine according to Art.2 item 8. a) of OWS. Additionally, the Buyer shall be obliged to repair any damages sustained by the Seller as a result of such delay, in particular is obliged to cover any costs of Products storage and insurance. Any costs incurred by the Seller as a result of this will be re-invoiced to the Buyer.
- Request by the Buyer to shift the shipment of ordered Products is equal to non-acceptance of the Products by the Buyer within the term, unless the Parties agreed otherwise.
- The Seller shall not bear responsibility for damages incurred by the Buyer as a result of delay in delivery. The Buyer is not authorized to withdraw from Order execution, however the Seller may express their consent to such termination.
Art. 4 PAYMENT
- Payment for the ordered product should take place without deductions within the time specified in confirmation of the Order or the invoice.
- VAT invoices are issued and payable in Polish zlotys. The Seller accepts the possibility to issue VAT invoices and payment in currencies other than Polish zlotys, which requires separate arrangements in the form of agreement between the Seller and the Buyer.
- In the case of bank transfer, the day of payment shall be recognized as the day of crediting the Seller's bank account.
- If the payment is not made on time, the Buyer shall also pay interest for delay charged from the date of falling due in the amount equal to statutory interests.
- In the event of payments made by the Buyer with delay, the Seller is entitled, regardless of different order of the Buyer, to classify the given payment first as related interest for delay.
- The Buyer is not entitled to withhold payment or deductions of any claim of the Buyer, unless The Seller gave consent to such deduction.
Art. 5 WARRANTY AND GUARANTEE
- Liability under warranty shall be excluded, except for cases when under binding legal regulations, exclusion of liability under the warranty for defects is unacceptable.
- The Seller grants guarantee on sold Products, which during 12 months counting from the date of issuing the sales invoice, in accordance with the Seller test, prove defective as a result of improper production, design or materials provided that installation was performed by the manual and operation is compatible with the technical terms and parameters specified by the seller in writing in the offer. Under the guarantee the Seller shall be obliged to, at their own discretion, repair the defective Products or replace them with new ones.
- In the case of detecting a hidden physical qualitative defect, the Buyer undertakes to immediately notify the Seller of any detected faults, however, no later than within 3 business days from the date of defects detection. Notices along with specification of number and date of sale invoices and number of the Product series which it applies to, shall be made to e-mail address: sprzedaz@europolit.pl. The Seller shall define within 3 business days from the day of receipt of a complaint, the way of complaint processing.
- The Buyer is obliged to prove that the alleged defect was established within the time specified in guarantee conditions of a given Product. The Buyer undertakes to present, at the request of the Seller, records of installation working parameters, in which the Product complained about was installed.
- At the request of the Seller, the Buyer is obliged, to return the Product being the subject of guarantee proceedings. Such a Product shall be sent to the Seller by the Buyer, at the expense and risk of the Buyer, with paid transportation and insurance, along with a delivery note containing the number and date of sale invoice of this Product and the reason for sending the Product.
- Costs of disassembly, delivery and re-installation incurred by the Buyer in order to execute rights from the guarantee will not be returned.
- In the case of replacement of a faulty product, the total guarantee period will be extended by the time, in which the product was useless.
Art. 6 RESPONSIBILITY
- Apart from responsibility under the above guarantee, any responsibility of the Seller is excluded, including also any recourse responsibility, to the extent permitted by the Polish legal regulations. To the extent to which the responsibility for the Product towards any third parties may be applied to the Seller, the Buyer shall protect and exempt the Seller from responsibility to a degree in which responsibility of the Seller has been limited in these General Terms of Sales. The Buyer is obliged to act as co-participant before court or arbitration court examining a claim against the Seller for damages caused by the Products. If the third party files a claim concerning damage described in this paragraph towards one of the contracting parties, this party shall immediately notify the other party.
- The Seller shall not bear responsibility for any damage (direct or indirect, including lost profits), which can arise from defects or delays in delivery of Products or improper execution of the Contract or which can arise as a result of responsibility for the Product, regardless of cause of the error, delay or defect, including, but not limiting to stoppage in manufacturing, loss of profit or loss of company value.
Art. 7 RIGHTS TO PRODUCTS
In connection with the purchase, the Buyer shall not acquire any intellectual property rights in the form of licenses, patents, copyrights, trademarks or any other intellectual property rights related to the Products.
Art. 8 FORCE MAJEURE
The Seller is authorized to cancel Orders of the Buyer or to shift the time limit for Orders implementation and they are not responsible for failure to supply, defective or delayed delivery caused in whole or in part by circumstances laying beyond reasonable control of the Seller, such as an uprising, riots among population, war, fire, public requirements, strike, lockout, slowdown, deficiency in means of transport, shortage of goods, illness or delay or defects in delivery from suppliers, accidents during production or inspection or power shortage. In such cases, the Buyer is not entitled to claim compensation or other claims towards the Seller, to the extent in which it is permitted by the Polish legal regulations.
