Terms and Conditions

WARUNKI I REGULAMIN

Interpretation
- In these Conditions:
- Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
- The heading in these Conditions are for convenience only and shall not affect their interpretation.
Basis of the sale
- The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
- No variation to these Conditions shall be binding unless agreed in Writing between the authorized representatives of the Buyer and the Seller.
- The Seller’s employees or agents are not authorized to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.
- Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application, or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which not so confirmed.
- Any typographical, clerical, or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice, or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller. The Seller cannot be held liable in this respect unless the aforementioned circumstances occur due to his willful misconduct.
Orders and specifications
- No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorized representative.
- The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
- The quantity, quality and description of any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
- If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid direct or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
- The Seller reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable statutory or EC requirements or, where the Goods are to be supplied to the Seller’s specification, which does not materially affect their quality or performance.
- No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation. This does not apply to persons indicated in art. 38a of the Act on Consumer Rights of May 30, 2014 (Journal of Laws of 2014, item 827, as amended).
Price of the goods
- The price of Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s price list current at the date of acceptance of the order. Where the Goods are supplied for export from Poland, the Seller’s quoted price shall apply and orders will only be accepted against a valid quotation. Unless otherwise specified in writing by the Seller, all prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
- The Seller reserves the right, by giving notice to the Buyer a tany time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, a significant increase in the costs of labour, materials, any foreign manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure to give the Seller adequate information or instructions.
- Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on an ex-works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging, and insurance.
- The price is exclusive of any applicable value-added tax, which the Buyer shall be additionally liable to pay to the Seller.
Terms of payment
- Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
- Unless otherwise agreed in writing the Buyer shall pay the price of the Goods (less any discount to which the Buyer is entitled, but without any other deduction) within 30 days of the end of the month in which the Goods are delivered or delivery is tendered by the Seller, and the Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
- If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
  - withdraw from the contract immediately without the need to set an additional deadline for fulfilling the obligation, or to suspend further deliveries to the Buyer until the Buyer pays the entire debt price.withdraw from the contract immediately without the need to set an additional deadline for fulfilling the obligation, or to suspend further deliveries to the Buyer until the Buyer pays the entire debt price.
  - credit any payment made by the Buyer towards the settlement of a transaction of its choice concerning the Goods (or goods delivered under another agreement between the Buyer and the Seller) previously made between the parties; and
  - charge the Buyer late payment interest (both before and after judgment) on the unpaid amount at the rate of 4 percent per annum above the Bank of Poland base rate at the time. However, the maximum amount of interest for delay may not exceed, on an annual basis, twice the amount of statutory interest for delay (maximum interest for the delay) in accordance with the provisions of the law in force in Poland (Article 481 § 2 of the Civil Code of April 23, 1964 - Journal of Laws No. 16, item 93). Until full payment is made (part of a month is considered a full month for interest purposes);
  - charge the Buyer for the collection costs incurred by the Seller on any unpaid amounts, in accordance with Art. 10 of the Act on counteracting excessive delays in commercial transactions of March 8, 2013 (Journal of Laws of 2013, item 403, as amended).
Delivery
- Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or if some other place for delivery is agreed by the Seller, by the Seller delivering Goods to that place. For goods to be exported from Poland Clause 11 shall apply.
- Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
- The Seller reserves the right to deliver up to 5 percent more or 5 percent less than the quantity ordered without any adjustment in the price, and the quantity so delivered shall be deemed to be the quantity ordered.
- Where the Goods are to be delivered in installments, each delivery shall continue a separate contract and failure by the Seller to deliver any one or more of the installments in accordance with these Conditions or any claim by the Buyer in respect of any one or more installments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
- If the Seller fails to deliver the Goods (or any installment) for any reason than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of Goods.
- If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available, the Seller may:
Risk and property
- Risk of damage to or loss of the Goods shall pass to the Buyer;
  - In the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
  - In the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
- Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
- Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee , and shall keep the Goods separate from those of the Buyer and third parties and property stored, protected and insured and identified as the Seller’s property, but the Buyer shall be entitled to resell or use the Goods in the ordinary way
- Until ownership of the Goods has passed to the Buyer (and provided the Goods still exist and have not been resold), the Seller shall be entitled at any time to require the Buyer to hand over the Goods to the Seller and, if the Buyer fails to do so promptly, bring a civil action in accordance with article 222 of the Civil Code of April 23, 1964 (Journal of Laws No. 16, item 93) and demand that they be secured by the Court.
- Kupujący nie jest uprawniony do zastawiania lub obciążania w jakikolwiek sposób celem zabezpieczenia zadłużenia jakichkolwiek Towarów, które pozostają własnością Sprzedawcy. W przypadku niezastosowania się Kupujące3go do powyższego, wszystkie należności Kupującego wobec Sprzedawcy (bez uszczerbku dla jakichkolwiek innych praw lub środków prawnych przysługujących Sprzedawcy) staną się natychmiast wymagalne.
Warranties and liability
- Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of [12] months from delivery
- The above warranty is given by the Seller subject to the following conditions:
  - The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
  - The Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, inappropriate storage conditions, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without Seller’s approval;
  - The Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment.
  - The above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
- Subject to the express provisions of these Terms and Conditions and except when the Goods are sold to a person acting as a consumer (within the meaning of the Act on Consumer Rights of 30 May 2014 - Journal of Laws of 2014, item 827, as amended and the Act on competition and consumer protection of February 16, 2007 - Journal of Laws No. 50, item 331), any guarantees, conditions or other rights resulting from applicable legal acts or customary law are excluded to the fullest extent permitted by law.
- In the case of the sale of Goods as part of a consumer transaction (within the meaning of the Act on consumer rights of May 30, 2014 - Journal of Laws of 2014, item 827, as amended, and the Act on competition and consumer protection of February 16, 2007 - Journal of Laws No. 50, item 331), these Terms and Conditions do not infringe the Buyer's statutory rights.
- The Buyer shall inspect all Goods immediately upon receipt and notify the Seller of any claim based on defects in quality or condition of the Goods within 7 days of delivery. If the Buyer does not comply with the requirements indicated in the preceding sentence, then he will not be entitled to return the Goods, the Seller will not be liable for such a defect or defect, and the Buyer will be obliged to pay the price as if the Goods had been delivered in accordance with the Agreement. The Seller guarantees that all Goods will comply with the specification and performance for a period of 12 months from the date of delivery. In the Seller's notification of any defect, defect or deviation from specifications or parameters, the Buyer shall provide details of all packaging codes appearing on the original packaging materials of the Goods. The above does not apply to consumers and persons indicated in art. 38a of the Act on Consumer Rights of 30 May 2014 (Journal of Laws of 2014, item 827, as amended), who are entitled to withdraw from the contract without giving a reason within 14 days and without incurring costs, with with the exception of the costs specified in Art. 33, art. 34 sec. 2 and Art. 35 of the Act in question.
- If any valid claim is made to the Seller under these Conditions in respect of any Goods based on a defect in quality or condition of the Goods or their non-conformity with specifications, the Seller shall be entitled to replace the Goods (or the relevant part) free of charge with new or, at at the discretion of the Seller, to refund the price of the Goods (or a proportionate part of the price) to the Buyer, and the Seller shall have no other liability to the Buyer.
- Except for death or personal injury caused by the willful misconduct of the Seller or its agents, the Seller shall not be liable to the Buyer for any representation (unless intentionally misleading) or any implied warranty, condition, or other terms, or any common law obligation or express terms of the Contract, for any indirect, special or consequential loss or damage (whether for lost profits or otherwise), costs, expenses or other claims for damages (whether caused by the negligence of the Seller, its employees or agents or otherwise) which result from or in connection with the delivery of the Goods or their use or resale by the Buyer, and the Seller's total liability under or in connection with the Contract is limited to the value of the Goods sold, except as expressly provided in these Conditions. The above restrictions do not apply to consumers.
- The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract for any delay or failure to perform any of the Seller's obligations in relation to the Goods if the delay or failure was caused by any cause beyond the reasonable control of the Seller and was not due to its willful misconduct . Without prejudice to the generality of the foregoing, the following events are deemed to be causes beyond Seller's reasonable control:
  - Act of God, explosion, flood, tempest, fire or accident;
  - War or threat of war, sabotage, insurrection, civil disturbance or requisition;
  - Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
  - Import or export regulations or embargoes;
  - Strikes, lock-puts or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
  - Difficulties in obtaining raw materials, labour, fuel, parts or machinery;
  - Power failure or breakdown in machinery
Indemnity
- If any claim is made against the Buyer alleging that the Goods, their use or resale infringe any patent, copyright, design, trademark or other industrial or intellectual property right of any other third party, then, unless the claim arises from the use of any drawing , design or specifications provided by the Buyer, the Seller shall indemnify the Buyer against all losses, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim or paid or agreed to be paid by the Buyer in settlement of the claim, provided that:
  - The Seller is given full control of any proceedings or negotiations in connection with any such claim;
  - The Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations;/li>
  - Except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Seller (which shall not be unreasonably withheld);/li>
  - The Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);
  - The Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Buyer which are payable by, or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim; and
  - Without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this clause.
Insolvency of Buyer
- This clause applies if:
  - The Buyer makes any voluntary arrangements with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
  - a mortgage creditor commences foreclosure against the Buyer's real estate or a trustee is appointed in bankruptcy for the Buyer's real estate or assets; or
  - The Buyer ceases or threatens to cease its business; or
  - The Seller has reasonable concerns that any of the events listed above may occur in relation to the Buyer and will notify the Buyer thereof.
- If this clause applies, then, without prejudice to any other rights or remedies available to the Seller, the Seller shall be entitled to withdraw from the contract immediately without the need to grant an additional period for performance, or to suspend any further deliveries under the Contract without any liability to Buyer, and if the Goods have been delivered but not paid for, the price will become immediately due and payable, notwithstanding any previous agreement or arrangement to the contrary.
Export terms
- In these Terms and Conditions, "Incoterms" means the international rules for the interpretation of trade terms and conditions of the International Chamber of Commerce as in force at the date of conclusion of the Agreement. Unless the context otherwise requires, any terms or expressions that are defined or given specific meanings in the Incoterms will have the same meaning in these Terms, but if there is any conflict between the Incoterms and these Terms, the latter shall prevail.
- If the Goods are supplied for export from Poland, the provisions of this Section II (subject to specific conditions agreed in writing by the Buyer and the Seller) shall apply notwithstanding any other provisions of these Conditions.
- Kupujący jest odpowiedzialny za przestrzeganie wszelkich przepisów prawa lub regulacji dotyczących importu Towarów do kraju przeznaczenia oraz za uiszczenie wszelkich wymaganych prawem należności z tego tytułu.
- O ile nie uzgodniono inaczej na piśmie pomiędzy Kupującym a Sprzedawcą, Towary będą dostarczane Ex Works (w rozumieniu Incoterms 2020 – „z zakładu”), tj. odbierane z siedziby Sprzedawcy.
- The Buyer is responsible for complying with any laws or regulations relating to the importation of the Goods into the country of destination and for paying any legally required fees.
- Unless otherwise agreed in writing between the Buyer and the Seller, payment of all sums due to the Seller shall be made in the form of an irrevocable letter of credit opened by the Buyer in favor of the Seller and confirmed by a bank in Poland acceptable to the Seller.
General
- Any notice required to be given by either party to the other under these Terms and Conditions shall be in writing and shall be addressed to the other party at its registered office or principal place of business or such other address as may be provided from time to time pursuant to by this provision to the notifying party
- If the Seller waives the enforcement of any breach of the Contract by the Buyer, the waiver shall not be deemed to be a waiver of any subsequent breaches of the Contract.
- If any provision of these Terms and Conditions is held by any competent authority to be invalid, ineffective or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions of these Terms and the rest of the relevant provision.
- The contract is governed by Polish law and the Buyer agrees to submit to the exclusive jurisdiction of Polish courts.
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Terms and Conditions

WARUNKI I REGULAMIN

Interpretation

Basis of the sale

Orders and specifications

Price of the goods

Terms of payment

Delivery

Risk and property

Warranties and liability

Indemnity

Insolvency of Buyer

Export terms

General