Standard Conditions of Sale
valid from 09.11.2017
Article 1 Scope of application.
1. These „Standard Conditions of Sale", hereinafter referred to as „SCS", shall be applied to products sale and service provision („Goods") by INVENTRONICS sp. z o.o. company having its office in (59-400) Jawor, Kuziennicza street no. 10D, NIP (Tax identification Number): PL6951424955, entered into the register of entrepreneurs kept by the District Court of Wroclaw Fabryczna, IX Commercial Division of the National Court Register in KRS (National Court Register Number): 0000149329 , share capital: 1.450.000 PLN, hereinafter referred to as „Seller", for the benefit of any business entity within the meaning of the Article 4 of the Polish Act on Freedom of Business Activity – hereinafter referred to as „Buyer".
2. SCS are an integral part of all quotations and offers made by the Seller and the Seller's acceptance of any order of the Buyer and other agreements ("Agreements") for the sale of the Goods, including the transactions made through online shops of Seller (the "Online Store") which are available at the following internet addresses: www.inventronics.com.pl, www.ledecco.com,www.isolarex.com.
3. These SCS prevail over the Buyer’s conditions including additional or contradictory conditions and any other conditions of the Buyer which are rejected on the basis of these SCS. The Buyer’s acceptance concerns these SCS only. Neither launching the execution of order by the Seller nor the delivery means acceptance of additional or contradictory conditions of the Buyer and it does not constitute acceptance of those conditions. Placing the order by the Buyer, taking up the Seller’s offer and the receipt of Goods delivery by the Buyer will be considered as acceptance of these SCS.
4. If the Buyer maintains permanent business relationships with the Seller, acceptance of SCS with one order is considered as their acceptance with any other future orders and agreements.
Article 2 Prices.
1. Prices presented by the Seller in any bid, Confirmation or Contract are given assuming Ex-Works delivery according to INCOTERMS®2010 rules, unless the Seller and the Buyer decide otherwise. These (net) prices are exclusive of any taxes, fees and similar charges that are due currently or shall be due in the future in relation to the Goods. Taxes, fees and similar charges shall be added to the selling price by the Seller, if, lawfully, the Seller is obliged or entitled to their payment or charging, and the Buyer shall be obliged to pay them together with the price. If the price is denominated in a currency other than PLN, the price indicated on the invoice will be paid in the currency and on the terms specified in the offer of the Seller.
2. Unless otherwise stated, The Seller reserves the right to change prices of the Goods, change or cancel the submitted bids to the Buyer, at any time, pursuant to changes in the market situation or the Seller's decision concerning pricing policy.
Article 3 Terms of payment.
1. The Buyer shall pay the Price (increased by due taxes, fees and other amounts due) in advance, unless the Seller and the Buyer have agreed otherwise.
2. The Buyer shall pay to the bank account of Seller indicated on the invoice, in case of transactions by using the Online Store, payment in advance will be made through an electronic payment system available at the Online Store.
3. The day of payment shall be deemed the day of crediting the Seller's bank account with the amount due.
4. If deliveries are executed in installments, each delivery shall be invoiced separately and payment shall be made within the maturity term.
5. The Buyer authorizes the Seller to issue invoices without the signature of the Buyer. The Seller will provide the Buyer with an invoice together with the Products, by registered mail or electronically.
6. The Seller has the right to charge statutory interest for delay in payment.
7. If, at the Seller's discretion, the financial standing of the Buyer does not justify delivery of the Goods on the payment terms granted to the Buyer by the Seller, the Seller can change the payment terms to other or request full or partial payment in advance as well as the Seller may suspend, delay or cancel, accordingly, any trade credit, delivery or other Seller's service.
8. Total value of the Buyer's debt towards the Seller under the orders and any amounts due cannot exceed the credit limit granted by the Seller. When this limit is exceeded by the Buyer, the Seller reserves the right to suspend execution of deliveries of the Goods.
9. In case of the Buyer's default on timely payment of amounts due or any other breach, the Seller shall be entitled to refuse execution of delivery of the Goods until the time of making all overdue payments and, apart from this, the Seller may suspend, delay or cancel, accordingly, granted trade credit, delivery or other Seller's service.
10. Payment of amounts due by the Buyer within the term constitutes a significant provision of these SCS.
Article 4 Terms of deliveries and returns.
1. The Goods are delivered on Ex-Works terms according to INCOTERMS®2010 rules, in accordance with the instructions of the Seller, unless the Seller and the Buyer decide otherwise.
2. Deliveries of the Goods are executed by the Seller on the basis of an order of the Buyer that may be submitted in writing, by phone, by e-mail or by order form available on the Online Store, after two (2) working days upon submission of such order, subject to availability of the Goods.
3. Confirmation of receipt of the Order from the Buyer does not constitute confirmation of acceptance of the Order for execution. The Seller shall confirm the possibility of execution of the Order within the term indicated by the Buyer or shall propose a different delivery term.
4. The Seller shall make any effort, in order to ensure timely execution of deliveries and execution of the Order in full, straightaway.
5. The Buyer shall deliver to the Seller a written notification of default on delivery and shall give it a thirty (30) days term for execution of delivery. If the Seller fails to make delivery within the aforementioned thirty (30) days, the Buyer shall be entitled to terminate the Order in the part regarding the uncompleted delivery.
6. Unless otherwise stated, The Seller reserves the ownership right to the Goods until receiving full payment, including any claims resulting from transactions between the Seller and the Buyer. If the Buyer is in arrears with payment of any amounts due, the Seller has the right to claim return of the Goods.
7. During the period when the property right of the Goods, which are the subject matter of the contract between the Seller and the Buyer, is reserved for the Seller, the Buyer has no right to establish lien or to make other encumbrances on the Goods. It is forbidden also for the Buyer to transfer title to the Goods to secure claim. Information on confiscation, security, seizure of or other legal remedies imposed by third parties concerning the Goods must be immediately communicated to the Seller.
8. Throughout duration of reservation of property right for the benefit of the Seller, the Buyer is obliged to insure the Goods at their own expense, against risks of damages, in particular against theft and its qualified forms, fire, mechanical damages, etc. The Seller has the right to establish such insurance at the expense of the Buyer.
9. Risk of loss or damage to the Goods is transferred on the Buyer, in accordance with the provisions of binding INCOTERMS®2010 rules, applicable to a given delivery.
10. If the Buyer refuses to accept delivery of the ordered goods, delivered by a forwarder authorized by the Seller, the Seller reserves the right to terminate execution of the Order, either in full or in part, and to charge the Buyer with sustained costs, in particular costs of invoicing, shipment of documents, preparation of the Goods, costs of storage, as well as costs of transport. The Seller does not give the possibility to return the Goods to the Buyer.
11. In the event of restrictions in the production of the Goods for whatever reason, the Seller shall be authorized to allocate available Goods to its customers, at its sole discretion, and hence may sell and deliver to the Buyer smaller quantity Goods than specified in the Contract.
12. The Buyer shall carry out any controls and tests of the Goods deemed necessary thereby, as soon as possible, but no later than within seven days (7) from the date of receipt of the Goods. Any differences in the quantity of delivery must be reported to the Seller within seven (7) days from the date of receipt of the Goods. In the case of delivery containing quantity of the Goods greater than the ordered, the Buyer may, at their own discretion, return the Goods at their expense or retain surplus of the Goods (subject to adjustment of the price stated in the invoice in order to include items forming the surplus). The Goods should be returned in original packaging and fulfill, at least, requirements relating to quality of packaging.
13. Buyers from the EU (from beyond Poland) are obliged to specify EU VAT indication number for the purpose of making purchase with 0% VAT. If the Seller does not receive from the Buyer such confirmed number as well as confirmation of the Goods' receipt, it can issue an invoice charging Value Added Tax (VAT) at the rate valid in Poland. The Buyer may be charged with the Polish VAT in the case of failure to present to the Seller confirmation of validity of EU VAT identification number as of the date of submitting the order and if, as of the date of delivery of the Goods, this number is not valid. The Buyer shall be charged with Polish Value Added Tax (VAT) also in the event when it transports, on its own, the purchased Goods beyond the borders of Poland and does not deliver confirmation of export of the Goods to other country of the European Unionto the Seller.
14. The Goods sold to Buyers seated beyond the European Union are subject to export declaration in the customs office. If a competent customs office does not confirm crossing of the customs border of the European Union (message IE-599), the Buyer shall be charged by the Seller with Value Added Tax (VAT) at a currently binding rate.
Article 5 Guarantee and making complaints.
1. The Seller guarantees that the Goods shall be, upon delivery to the Buyer and for the period of twenty four (24) months (or another agreed period) from the date of delivery, free from defects or material defects and execution defects, and shall be consistent with the specifications of the Seller for given Goods. The only and exclusive obligation of the Seller and the only and exclusive right of the Buyer under claims arising from this guarantee shall be limited, at the Seller's discretion, either to replacement of defective or nonconforming Goods, or to repair of such Goods, or to respective reduction in its price, within not more than 21 days. The Seller shall have appropriate time for repair, replacement or price reduction. In case of replacement, nonconforming or defective Goods become the property of the Seller upon delivery to the Buyer of Goods free from defects.
2. The Buyer, exercising rights resulting from the guarantee, should send the Goods according to the instruction provided thereto by the Seller, after reporting complaint by the Buyer. In the event when the guarantee claim is reasonable, the Seller shall pay costs of shipment. In the event when the Goods complained about under the guarantee by the Buyer prove non-defective and are returned to the Buyer, the Buyer shall reimburse to the Seller sustained costs, including costs of transportation, tests and handling costs related to the above.
3. Without restriction in the above provisions, the Seller shall not bear liability in connection with the guarantee if a presumed defect or nonconformity have been created as a result of excessive use, incorrect use, negligence, incorrect installation, unauthorized repair, mechanical damages, arbitrary modifications, storage, transportation or incorrect operation. The guarantee does not include damages arising as a result of operation that is inconsistent with intended use of the Goods, inconsistent with the requirements of power supply network and environmental conditions (e.g. temperature, humidity), use of consumables that are not recommended by the Seller.
4. The guarantee granted above covers directly the Buyer rather than customers, agents or representatives of the Buyer, and substitutes any other guarantees, both granted and implied, in particular any implied guarantees of suitability for a specific purpose, transferability, lack of breach of intellectual property rights. The present guarantee is the only guarantee granted by the Seller to the Buyer for the Goods purchased by the Buyer on the basis of these SCS.
5. Subject to the provisions of Article 6 of SCS, the above describes the whole liability of the Seller in respect of the Buyer in connection with defective or nonconforming Goods, delivered under these SCS.
Article 6 Scope of liability.
1. Possible liability for damages of the Seller towards the Buyer under any title is limited to actual losses on the part of the Buyer but up to the value of the ordered Goods, and is exclusive of lost or anticipated benefits, costs of dismantling or recall of the Goods, loss of the reputation of the Buyer, etc.
2. Liability of the Seller under warranty referred to in the Civil Code is excluded. It applies also to an event when the Goods were made in a manner specified by the Buyer or according to the documentation provided thereby.
3. The Seller reserves the right to make changes in the specification of the delivered Goods that should conform to valid requirements for safety, statutory requirements or resulting from EU regulations, or if the Goods are to be delivered in accordance with their specification, and these changes shall not have a significant effect on quality or making. The aforementioned change to the specifications of the delivered Goods may not, however, affect the appearance or functionality of the Goods.
4. The Buyer certifies that shall be recipient of the Goods delivered by the Seller. The Buyer acknowledges that to the regulations concerning control of export and import and other regulations in different countries shall apply to the Goods (in particular valid regulations with later amendments, concerning control of export in Poland, the EU countries and /or in the USA are to/may apply). The Buyer shall bear liability for compliance with any acts and other regulations concerning import of Products to the country of destination, as well as customs fees due on this account. The Buyer shall be obliged not to change, directly or indirectly, intended use of any Goods delivered by the Seller and, apart from this, shall be obliged to observe strictly all legal regulations concerning export and shall accept total liability for obtaining permits for export or re-export, in the case of such requirement.
5. The Buyer acknowledges that the Goods sold by the Seller are not designed to be used in order to sustain life, keep life or for nuclear use or devices, elements and objects intended to be used for surgical implants, or for other uses or other things, in which case the failure could result in personal injury, death or catastrophic consequences damage to property. If the Buyer shall sell or use the Goods to the above uses, or breach the obligations arising from the restrictions on exports, the use of the Goods or improper use of the goods in the manner described above, Buyer agrees that they will perform such activities entirely at their own risk, and irrevocably undertakes to protect the Seller and their suppliers for any damage caused by the above-described sale, use, or misuse, including to cover reasonable expenses and attorneys' fees of the Seller.
6. Any technical assistance or consulting provided by the Seller with regard to use of the Goods or related to purchase by the Buyer is free of charge and is supposed to constitute help for the Buyer. The Seller shall not bear liability under granted advice or technical assistance or for its use by the Buyer, as well as no statement of representatives of the Seller in connection with the Goods shall constitute express or implied statement or guarantee. Employees or agents of the Seller are not authorized to submit statements concerning the Goods , unless their rights shall be confirmed by the Seller in written information signed by the Board of Directors. The Buyer acknowledges that they shall not use the Goods on the basis of unconfirmed statements.
7. Any printing errors or other errors or omissions in information materials concerning the Goods, in information concerning prices, invoices, pricelists, quoted comments, website of the Seller are subject to adjustment without the Seller suffering any related liability.
8. The Seller is not liable if they are unable to provide sufficient quantity of the Goods or deliveries of the Goods for reason independent on it or which remain beyond its reasonable control, including, among others, action of force majeure, natural calamities, disaster caused by human, revolts, riots, strikes, carrier's delay, breach by any suppliers of the Seller or lack of Goods in the storehouse, which circumstances shall be deemed as the basis for exemption of the Seller from performance of obligations and exclusion of remedies in connection with default. In the case of aforementioned circumstances, time limit for fulfillment of obligations by the Seller shall be extended by the period in which it was not possible to fulfill obligations as a result of these circumstances, and the Seller shall not suffer any liability or penalty on this account. The Seller may also, at its own discretion, terminate the Contract, terminate the Contract for delivery of specified Goods or suspend its performance, or change its terms, notifying the Buyer accordingly, without suffering any related liability or penalty.
9. The Buyer shall ensure that in the event that the Buyer shall provide some materials that are necessary for the implementation of the Goods or the Buyer will indicate a supplier that will provide such materials, these materials will be useful for the proper implementation of the Goods. Where it is found that the use by the Seller of the materials referred to in the preceding sentence will lead to improper performance of the Goods, the Buyer agrees to pick up so made Goods and pay the agreed remuneration and release the Seller from any liability.
Article 7 Industrial property right and copyright.
1. Technical documentation, design documentation, embedded software, folders, templates, promotional materials concerning the Goods, etc., are properties of the Seller and, as such, are subject to binding regulations of law concerning their protection.
2. The sale of the Goods by the Seller refers to granting to the Buyer a non-exclusive and nontransferable, limited license to intellectual property rights of the Seller on the territory with regard to use and resale of the Goods.
3. To the extent in which software or documentation is embedded or delivered together with the Goods, sale of these Goods shall not constitute transfer of intellectual property rights to software or documentation for the benefit of the Buyer, but shall mean only granting to the Buyer a non-exclusive and non-transferable, limited license to intellectual property rights of the Seller on the territory with regard to use and resale of the Goods.
4. In the case of a seller's agreement with the Buyer covering the transfer of copyright in respect of the Goods or their constituent parts, the subject matter, scope and conditions of such transfer, together with a list of acceptable fields of exploitation for such rights, shall be expressly specified in the written Agreement under pain of invalidity and ineffective transfer of such rights.
Article 8 Confidentiality.
1. The Seller and the Buyer shall be obliged not to disclose, transfer and use any technological, commercial or organizational information acquired in connection with mutual commercial cooperation.
Article 9 Termination.
1. The Seller, on the basis of a written notification of the Buyer, may terminate the Contract with immediate effect or any part hereof, without any obligations, if the Buyer breaches any of the provisions of the Contract or any Seller's rights, or any liquidation proceedings are initiated, or an application for bankruptcy of the Buyer is submitted, or any transfer for creditors of the Buyer is made.
2. Upon termination of the Contract, all payments due from the Buyer under the Contract become immediately due and payable.
3. In the case of termination or expiration of any Contract, provisions which, due to the intention of such provision, survive after such termination or expiration, shall survive.
Article 10 Final provisions.
1. The Seller and the Buyer decide that the governing law is the Polish law. In any cases not regulated in the Contract or SCS, the Polish legal regulations, including the Civil Code, shall apply.
2. In relation to any disputes arising from SCS, the Buyer and the Seller shall make efforts, in the first place, to settle them by way of agreement and negotiations in good faith, in the spirit of mutual cooperation. Any disputes which cannot be settled amicably shall be settled before the common court competent for the seat of the Seller. The UN convention on contracts for the national sale of goods, drawn up in Vienna on 11 April 1980 shall not apply to these SCS. None of provisions of Article 8 shall be construed as limitation in rights of the Seller or the Buyer resulting from relevant regulations, the right to obtain temporary provisions or other remedies to initiate the procedure to secure the possibility of recourse against the other party.
3. Failure to exercise by either Party, or delay in exercising of any right or remedy resulting from the Contract shall not constitute waiver of such rights, and one-time or partial exercising of any right resulting from these documents does not inhibit other or their future exercising or exercising of any other rights resulting hereunder or from documents related, or by law.
4. Either Party undertakes to notify the other Party promptly and in writing each time in the event of the change in the address. Default on notification causes that any correspondence sent to the previous address of the Party shall be deemed effectively served.
5. If any provisions of these SCS or contracts concluded on their basis are - in full or in part - invalid, it shall not breach validity of the remaining provisions of SCS or the contract. Invalid provision is replaced by such valid provision that, in terms of the economic purpose, shall be the most similar to the invalid provision.
6. Any other additional rights of the Seller included in these SCS or in the Contract do not replace any other rights and remedies available to the Seller on the basis of respective legal provisions.
7. These SCS were prepared in two language versions: Polish and English. In the event of discrepancies between language versions the Polish version shall prevail.