GENERAL CONDITIONS OF THE ORDER § 1. General provisions. The following meanings are given to expressions used in this document, written in capital letters: a) Buyer – a legal person, an organizational unit without legal personality, which the law grants legal capacity or another entity, regardless of its legal nature, which may be a party to civil law relations, as well as a natural person who is not a consumer within the meaning of art. 221 of the Civil Code and at the same time may be a party to civil law relations.
b) Supplier – “ELSTAR” R. GLOGER, S. SZYMAŃSKI general partnership with its seat in Poznań (address: ul. Dworska 12/10, 61-619 Poznań, Poland), entered into the register of entrepreneurs of the National Court Register under KRS number: 0000274752 (registry court: District Court Poznań – Nowe Miasto i Wilda, VIII Commercial Division of the National Court Register); NIP: 7810012501; REGON: 630129269. c) Party – Supplier or Buyer. d) Parties – the Supplier and the Buyer. e) GPC or General Terms and Conditions of Orders – this document, commonly used by the Supplier in relations with Buyers, which, together with the content of the Order specified in the Electronic Order, exclusively specifies the mutual rights and obligations of the Supplier and the Buyer under or in connection with the Order and the Agreement .
f) Order – an offer to conclude an Agreement submitted to the Supplier by the Buyer by e-mail, on the basis of and under which the Supplier is to deliver to the Buyer or an entity indicated by the Buyer or provide to the Buyer or an entity indicated by the Buyer, specific goods or services. g) Electronic order – an Order placed by the Buyer in the form of an e-mail message, which specifies the subject of the Agreement and possible modifications to the GTCP. The electronic order together with the content of the GTCP exclusively defines the mutual rights and obligations of the Supplier and the Buyer under or in connection with the Order and the Agreement. h) Agreement – an agreement concluded between the Supplier and the Buyer as a result of the Supplier’s acceptance of the Order sent by the Buyer, on the basis of which the Supplier will be obliged to provide the Buyer or an entity indicated by the Buyer with goods or provide the Buyer or an entity indicated by the Buyer with the services specified in the Electronic Order . The content of the Agreement will each time and exclusively determine the following order: the content of the Electronic Order and the content of the GTCP. i) Delivery – actual activities consisting in the delivery of goods or performance of services, which are the subject of the Order, as well as individual elements (goods, services, their components and other elements) of the subject of the Order, indicated in the Electronic Order.
The Supplier shall not, under any circumstances and under any circumstances, allow the use of any contract templates (within the meaning of Art. 384 et seq. Of the Civil Code) other than these GPC, in particular those used by the Buyer or third parties, in its relations with the Buyer. The Buyer declares that he is not a consumer within the meaning of Art. 221 of the Civil Code, and the submission of the Order is a legal act related directly to the business or professional activity of the Buyer. All information on goods and services remaining in the Supplier’s commercial offer resulting from catalogs, prospectuses and other materials presented by the Supplier or information contained on the websites maintained by the Supplier are indicative data and are valid only to the extent that they are accepted by the Parties in writing under the rigor of nullity. Without any exceptions, the Agreement between the Parties may be concluded solely on the basis of the content of the GTCP and the Electronic Order submitted by the Buyer. The basic form of communication between the parties is e-mail, by which the Parties understand the sending of an e-mail to the e-mail address provided by the Parties during the Order submission process. Statements that are the content of an e-mail message are submitted in a documentary form within the meaning of Art. 772 of the Civil Code, under pain of nullity, in situations where these GTCP permit their submission in this form. For the avoidance of doubt, the Parties declare that the fact of sending an e-mail from the e-mail address indicated by the Party results in the presumption of sending the message in question directly by the Party or a person duly authorized to represent the Party, which is equivalent to the arrangement within the meaning of Art. 772 of the Civil Code that the person submitting the declaration is the Party. If the binding form for submitting declarations under these GTCP is in writing, it is otherwise null and void.
§2. Placing and accepting the Order. Provision of all information regarding the correct execution of the Order, and in particular regarding: the quantity, range, colors, technical conditions of the ordered goods or the type of services provided, the exact name and address of the Buyer and the place of Delivery is the responsibility of the Buyer. The Order is processed by sending the Electronic Order by the Buyer and accepting the Order (electronic acceptance of the Order) by the Supplier. The order placed by the Buyer constitutes an offer within the meaning of Art. 66 of the Civil Code, the Buyer is bound by the placed Order and may not cancel it after the Order has been accepted by the Supplier. The Supplier is obliged to accept the Order or refuse to accept the Order no later than 4 (four) working days from the date of receipt of the Order submitted in accordance with § 2 sec. 7 GPC. After the expiry of the 4 (four) working days referred to in the preceding sentence, the Order will be considered rejected (not accepted) by the Supplier. The order may be accepted by the Supplier in whole or in part. The Supplier may accept the Order, subject to changes or additions. The contract shall be deemed concluded at the Supplier’s seat (address: ul. Dworska 12/10, 61-619 Poznań, post office Poznań, Poland). 6. to place an Order, it is required to submit an Electronic Order with the content specified in § 2 sec. 1 of the GTCP, in the form of an e-mail sent by the Buyer to the e-mail address provided by the Supplier on its website, otherwise null and void. The possibility of implicit acceptance of the Order by the Supplier referred to in Art. 682 of the Civil Code. If the confirmation of acceptance of the Order by the Supplier differs from the content of the Order placed by the Buyer, the Agreement is concluded on the terms proposed by the Supplier, if the Buyer does not object in writing within 2 (two) working days from the date of receipt of this confirmation at the latest. Oral or telephone arrangements are binding upon their written confirmation by the Supplier. To change the content of the Order, the procedure for placing the Order shall apply, in accordance with the content of § 2 GTC.
§ 3. Subject of the Agreement. The Buyer entrusts and the Supplier accepts the Delivery specified in the Electronic Order and undertakes to perform actual or legal actions related to the Delivery, hereinafter jointly referred to as the subject of the Agreement. The Supplier will perform the subject of the Agreement with due diligence. The subject of the Agreement will be implemented with the Supplier’s own resources and with the use of further subcontractors or suppliers, from the Supplier’s own materials or further subcontractors or suppliers. § 4. Dates for the implementation of the subject of the Agreement. The date of commencement of the implementation of the subject of the Agreement shall be the date indicated in the acceptance of the Electronic Order. The deadline for the completion / performance of the Delivery should be treated as indicative, unless it has been indicated in writing by the Supplier as binding. The deadline for the performance / performance of the Delivery is counted from the date of confirmation of the Order by the Supplier, but not earlier than from the date of providing the Supplier by the Buyer with all documents and information necessary for the proper performance / performance of the Delivery and payment by the Buyer of all amounts due to the Supplier under the Order. Change of the deadline for the performance of the subject of the Agreement or individual Supplies falling within the scope of the subject of the Agreement may take place with the consent of the Parties. The parties are obliged to immediately inform about any circumstances that may affect the date of completion of the subject of the Agreement or the dates of completion of individual parts of the Delivery falling within the scope of the subject of the Agreement. § 5. Reservation of the ownership right. The goods delivered under the subject of the Agreement remain the property of the Supplier until the Buyer settles all amounts due for these goods and any other claims arising from mutual business relations, regardless of their legal basis, including contingent claims or future potential incidental claims, compensation claims.
§ 6. Remuneration. The price (remuneration) and the currency of payment for the Delivery will be indicated by the Supplier in the e-mail accepting the acceptance of the Order for execution (electronic acceptance of the Order). All prices (remuneration) indicated in the electronic acceptance of the Order are net amounts. For the performance of the subject of the Agreement, the Buyer shall pay the Supplier the total net price (remuneration) in the amount indicated in the electronic acceptance of the Order. Value added tax (VAT) will be added to the net price (remuneration) in the amount and in accordance with the provisions of law in force on the date of issuing the VAT invoice. Regardless of the Buyer’s indications, the Supplier is entitled to count the payments made by the Buyer towards any outstanding liabilities of the Supplier against the Buyer chosen by it (in particular, the earliest liabilities). In addition, in the event of additional costs and interest on the outstanding debt, the Supplier is entitled, regardless of the Buyer’s instructions, the right to credit the payments made first against costs, interest, and finally against the principal claim. § 7. Payment terms. By concluding an Agreement with the Supplier, the Buyer gives the consent referred to in Art. 106n of the Act of March 11, 2004 (i.e. Journal of Laws of 2016, item 710) on tax on goods and services for receiving electronic invoices from the Supplier. If nothing else results from the electronic acceptance of the Order, the date of payment by the Buyer of the Supplier’s price (remuneration) resulting from the VAT invoice issued by the Supplier is 14 (fourteen) days from the date of its issuance and sending it electronically to the e-mail address provided by the Buyer, by transfer to the Supplier’s bank account indicated on the VAT invoice. The date of payment is the date of crediting the Supplier’s bank account with the appropriate amount. Failure to pay by the deadline specified in the VAT invoice will result in the Buyer being charged with contractual interest for delay in payment in the amount of twice the amount of statutory interest specified in the notice of the Minister of Justice referred to in Art. 359 § 4 of the Civil Code. The interest indicated in this paragraph does not exclude other claims of the Supplier for damage incurred due to the delay in payment on the part of the Buyer. The basis for issuing a VAT invoice by the Supplier is the final acceptance protocol of the Delivery falling within the scope of the subject of the Agreement, drawn up in accordance with the provisions of § 8 of the GTCP
8. Rules for collecting the Delivery. The Supplier shall immediately notify the Buyer about the preparation of individual elements of the Delivery for shipment by e-mail sent to the Buyer’s e-mail address indicated in the Electronic Order, agreeing with the Buyer an indicative date (i.e. date and time) for delivery of the Order to the place indicated by the Buyer. The Buyer is obliged to check the scope of the Delivery, within the following dates: a) receipt of a part of the Delivery falling within the scope of the subject of the Agreement – on the working day indicated as the date of delivery of the Order, in the notification about the Delivery referred to in § 8 section 1 GPC; b) final acceptance of the Delivery within 72 (seventy two) hours from the date of delivery of the last part of the Delivery falling within the scope of the subject of the Agreement. The Buyer is entitled to submit a written claim for a quantitative or qualitative non-compliance of the Delivery with the Order no later than by the deadlines specified in § 8 section 2 GPC. Failure to submit claims by the Buyer within the time limit specified in § 8 sec. 2 lit. a) or b) GPC, updates the Supplier’s right to issue a VAT invoice. The Buyer is obliged to collect the Delivery, including partial acceptance of the Delivery, if the Supplier has reported its readiness for collection. If the Buyer does not collect the Delivery within the time limits specified in accordance with the GTCP, the Supplier has the right to charge the Buyer with the costs of storing the subject of the Agreement. If the Buyer is delayed in collecting the Delivery by more than 30 (thirty) days, the Supplier may withdraw from the Agreement without setting a further additional date, which does not release the Buyer from the obligation to pay the costs of manufacturing the subject of the Agreement and the costs of storage referred to above.
The Buyer acknowledges that the Supplier may make the performance of the Delivery conditional upon the Buyer’s prior settlement of any possible arrears in payments to the Supplier and the payment of prepayments required by the Supplier or the submission of the payment security expected by the Supplier, as specified in the electronic acceptance of the Order, and in the event of failure to fulfill these obligations by The Buyer, the Supplier has the right to withdraw from the Agreement, within 14 (fourteen) days from the expiry of the relevant payment deadlines or from the date specified in the electronic acceptance of the Order, to make the prepayments required by the Supplier or to submit the payment security expected by the Supplier. § 9. Warranty. The Supplier’s liability under the warranty shall expire 12 (twelve) months from the date of receipt of the Delivery. Only the Buyer is entitled to claims under the warranty directly against the Supplier. These claims may not be transferred to third parties. The Supplier’s liability under the warranty covers only defects that already existed before the risk was transferred to the Buyer or defects that arose for reasons previously inherent in the subject of the Delivery. The burden of proof in this regard shall be borne by the Buyer. The Supplier’s liability does not cover defects that the Buyer knew or could find out with due diligence upon receipt of the Delivery. The Supplier shall not be liable under the warranty for mechanical damage to the elements of the Delivery, including those caused during transport, in the case of personal collection, carried out by the Buyer or through a carrier hired by him, and resulting from improper unloading, as well as for damage caused by improper or careless assembly, use, maintenance or storage of elements of the Delivery by the Buyer or third parties, as well as resulting from repairs or modifications by unauthorized persons. Upon receipt of the damaged object of the Delivery from the carrier, the Buyer is obliged to draw up a damage report signed by the carrier. The lack of the protocol deprives the Buyer of the possibility of accepting the complaint by the Supplier and of effectively claiming compensation by the Buyer. The lack of any part of the delivered goods does not entitle to advertise the entire Delivery.
The Supplier shall not be liable for incorrect specification by the Buyer in the Electronic Order of the technical parameters of the subject of the Delivery, quantity, size, height, width, surface, color, color etc. as well as the Supplier shall not be liable for defects resulting from failure to comply with the Supplier’s guidelines regarding the use and maintenance of the Delivery components. In addition, the Buyer’s claims under the warranty are excluded in the event of insignificant deviations from the agreed features and properties of the subject of the Delivery (in particular in color, color, appearance, dimensions), insignificant reduction in suitability for use and natural wear. Complaints about color or colors will be considered on the basis of color patterns accepted in writing by the Buyer and accepted for implementation by the Supplier, the Buyer acknowledges and accepts the fact that the printed materials may have insignificant differences in the colors and colors of the whole or individual elements of the Delivery resulting from technology and the printing process, weather conditions, batches of materials on which the printing is performed and other circumstances beyond the control of the Supplier. The Buyer is entitled to make any claims under the warranty only if he has fulfilled the obligation to inspect the subject of the Delivery and the obligation to notify the Supplier about the noticed defects, in accordance with the principles indicated below. The Buyer undertakes to carefully examine the subject of the Delivery at the time of its receipt in terms of quantity, compliance with the technical specification specified in the Electronic Order and for any visible defects. Any objections should be reported by the Buyer in writing no later than 72 (seventy two) hours from the receipt or refusal to accept the subject of the Delivery, and in the case of hidden quality defects, which the Buyer could not detect despite careful inspection upon receipt, the Buyer should report in writing in 72 (seventy-two) hours from their detection. The complaint should include the product designation, quantity, reason for the complaint (defect description) and the address of the place of installation of the goods. To submit a complaint, use the template of the complaint form developed by the Supplier (available for download at www.elstar-info.com).
Failure to meet the above deadlines or the form and content of the statement of objections results in the loss of the Buyer’s rights under the warranty in relation to the defect. The same effect occurs when, in the event of detecting defects for which the Supplier is responsible, the Buyer resells, assembles or otherwise remakes the defective object of the Delivery. The Supplier’s undertaking the control of the reported defects or actions aimed at removing the defect does not exclude the possibility of the Supplier raising the objection of untimely or incorrect defect notification. If the complaint is found to be unfounded, all costs resulting therefrom, including costs of transport, storage, insurance, security and forwarding shall be borne by the Buyer. In the event of a justified complaint, the Supplier shall, at its discretion, either remove the defects or replace the subject of the Delivery with a defect-free one. The Supplier will perform the above obligations within 30 (thirty) days from the date of receipt of a properly submitted complaint. In this case, further claims of the Buyer due to defects, including the right to demand a price reduction and to withdraw from the Agreement, are excluded. The Supplier has the right to refuse to remove the defects or deliver the subject of the Delivery free of defects, if it is related to disproportionately high costs. The costs are disproportionately high when they exceed 40% of the net value of the subject of the Delivery or a part of the subject of the Delivery for which warranty claims have been submitted. In the event of refusal to repair / replace the defective goods, or if the repair / replacement of the defective goods fails twice, the Buyer has the right to withdraw from the Agreement in the part concerning the defective goods or to demand a proportional price reduction, and the Buyer shall be entitled to any further claims only in within the scope specified in § 9 sec. 8 GPC. In the event that the Buyer effectively declares that he is exercising the right to reduce the price, the right to withdraw from the Agreement due to the same defect is excluded. In the case of insignificant defects, the Buyer is only entitled to demand a price reduction. A request for a price reduction or a declaration of withdrawal from the Agreement should be made in writing and sent by registered mail to the address of the Supplier’s seat, otherwise null and void.
10. Withdrawal from the Agreement. The Supplier has the right to withdraw from the Agreement when: a) the Buyer is in a state of insolvency or leading to insolvency; b) court or administrative enforcement is underway against the Buyer; c) The Buyer is 30 (thirty) days late with the receipt of the Delivery; d) The Buyer does not settle any payment arrears towards the Supplier, including the failure to make prepayments or the failure to submit a payment security resulting from electronic acceptance of the Order. Withdrawal from the Agreement should be made in writing, otherwise null and void, and should contain a justification. The right to withdraw from the Agreement may be exercised by the Buyer within the time limits resulting from the GTCP, however not later than by the end of the calendar year following the calendar year in which the Agreement was concluded. In the event of withdrawal from the Agreement by either of the Parties, the Buyer and the Supplier shall bear the following specific obligations: a) within 7 (seven) days from the date of withdrawal from the Agreement, the Supplier, with the participation of the Buyer, will draw up a detailed inventory report of the Supplies in progress as of the date of withdrawal, b) The Supplier will secure the interrupted Deliveries to the extent mutually agreed at the expense of the Party on whose side the reasons for withdrawal from the Agreement lay.
11. Force majeure. Force Majeure means an external event, sudden, unforeseeable and independent of the will of the Parties, preventing the performance of the Agreement in whole or in part, permanently or for a period of time, which cannot be prevented or counteracted with due diligence by the Parties. The manifestations of a Higher Power are: – natural disasters, including fire, flood, drought, earthquake, hurricane; – martial law, state of emergency, embargo; – acts of war, acts of sabotage, acts of terrorism; – general strikes or other nationwide civil unrest, including public demonstrations. Neither of the Parties will be responsible for the failure to meet the obligations under the Agreement, if such failure is a result of Force Majeure, provided that the other Party is immediately notified of the occurrence of a Force Majeure event, i.e. not later than within 3 (three) business days from the date of occurrence. such an event. Failure to perform or improper performance of the notification obligation referred to in the preceding sentence will result in the recognition that the Force Majeure event did not occur. In the event of a Force Majeure event and proper notification of the other Party, the terms under the Agreement shall be extended by the duration of the Force Majeure event. § 12. Copyright. The Supplier reserves the property right and copyrights to drawings, calculations, technical calculations and other documents provided or made available to the Buyer in connection with or as a result of the conclusion of the Agreement. They are intended only for the purposes related to the conclusion of the Agreement and may not be, in whole or in part, reproduced or made available to third parties without the prior written consent of the Supplier. If the subject of the Deliveries are elements that can be classified as a work within the meaning of the Act of February 4, 1994 on copyright and related rights, the Supplier may grant the Buyer a non-exclusive and paid license to use the works in question, the Parties agree that the conclusion of such the license agreement will be made in writing under pain of nullity.
§ 13. Confidentiality clause. The Parties undertake not to disclose information related to the conclusion and performance of the Agreement, such as: a) the content of the Agreement; b) all kinds of commercial and organizational data communicated to each other by the Parties, regardless of whether the information relates to the Parties or their contractors; c) any other information indicated in writing by the Parties during the performance of the Agreement as information subject to the obligation of confidentiality. The obligation not to disclose information related to the conclusion and performance of the Agreement does not apply to such information as: a) open by operation of law; b) previously disclosed to the public by the other party or otherwise disseminated by it; (c) information considered by the Parties to be confidential, but disclosed by the other party in writing. The parties undertake to take any other appropriate steps towards their employees and associates to maintain their confidentiality. The obligation of confidentiality also applies to the prohibition of using confidential information for purposes other than cooperation specified in the Agreement. The confidentiality obligation referred to in § 13 of the GTCP shall be binding on the Parties for a period of 24 (say: twenty-four) months from the date of the Agreement.
§ 14. Governing Law and Jurisdiction. The law exclusively applicable to the Order, Agreement and all relations between the Parties is Polish law. The application of the Vienna Convention of April 11, 1980 on the international sale of goods is excluded. The Order and the Agreement are subject to and are interpreted in all their aspects in accordance with Polish law, and the Parties agree that any disputes regarding the interpretation of the provisions of the Order or Agreement and any other disputes arising from or related to the Order or the Agreement will be resolved solely on the basis of Polish provisions of civil procedure, by the Polish court. Any disputes arising from the Order or the Agreement or related thereto, the Parties first undertake to settle in an amicable manner. An amicable settlement of the dispute should take place not later than within 14 (fourteen) days from the date of the beginning of the dispute. The date of commencement of the dispute by the Parties shall be the date of delivery to the Party of a summons for amicable settlement of the dispute sent by the other Party. If an attempt to settle the dispute amicably does not bring the result, it will be resolved only by the materially competent common court for the address of the Supplier’s registered office.
15. Final provisions. Any changes or additions to the Agreement must be made in writing and signed by persons duly authorized to represent the Parties for their validity. Any deliveries related to the Agreement will be made by the Parties to the addresses of the Parties indicated in the Electronic Order. The Buyer is obliged to immediately notify the Supplier of any change in his delivery address under pain of recognizing that the correspondence sent to the Buyer’s previously known address will be considered as effectively delivered. The contract and the GTCP are drawn up and concluded in Polish. In the case of drawing up and concluding the Agreement or the GTCP, in more languages, the version in Polish is absolutely binding for the Parties. In matters not covered by the provisions of the Agreement, the provisions of the generally applicable legal system in Poland will apply.
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