General conditions for the sale of goods
DEFINITIONS:
Terms in this document mean:
1) “GTCS” – General Conditions of Sale.
2) “Buyer” means a natural or legal person or an organizational unit without legal personality, whose legal provisions grant legal capacity, concluding an Agreement with the Seller,
3) “Seller” means: FOMANN SP. Z O.O.
4) “Agreement”: an agreement for the Sale of Goods / Goods on the terms specified in the GCS or specified separately by the Seller and the Buyer.
5) “Sale” means: delivery of the Goods and transfer of ownership under the terms of the Agreement and the GTCS,
6) “Goods / Goods” means: the subject of sale indicated in the Agreement,
7) “Warranty” means: a warranty within the meaning of the Civil Code to the extent regulated in the Agreement or the GTCS,
8) “Warranty” means: warranty as defined in the Civil Code.
9) “Order” means an order made to the Seller by the Buyer, an integral part of which are the GTCS.
10) “Intellectual property rights” means: all proprietary copyrights, rights to utility models, decorative patterns, trade names, trademarks, all effects of works in the field of intellectual creation,
11) DTR – Technical and Movement Documentation.
APPLICATION OF THE GENERAL CONDITIONS OF SALE:
2.1. The General Terms and Conditions of Sale apply unless the Agreement expressly provides otherwise.
2.2. In the event of irremovable conflicts between the General Terms of Sale and the Agreement, the provisions of the Agreement shall apply.
2.3. The Buyer is not entitled to change the GTCS, their amendments or deletions. Any deviation from the GTCS must result from the Agreement under pain of ineffectiveness.
2.4. The relations between the Seller and the Buyer shall not be governed by any other general terms and conditions, model contracts or regulations provided by the Buyer, unless the Seller has agreed in writing to their inclusion in the Agreement.
CONCLUSION OF THE CONTRACT:
3.1. The contract may be concluded in one of the following ways:
3.1.1 in the form of a document signed by both Parties, or
3.1.2. by accepting and confirming the Order placed by the Buyer by the Seller,
3.1.3. by the Buyer accepting the offer submitted by the Seller.
3.2. In the manner specified in point 3.1.1. The contract is concluded after negotiations between the parties or the acceptance by one of the content of the Agreement prepared by the other party. Such a document contains a provision on the application of the GTS or a provision on non-application of certain provisions of the GTS or their modification.
3.3. In the manner specified in point 3.1.1. The contract is concluded in writing, either by signing the content of the document by each party, or by exchanging a document with identical content signed by each party.
3.4. In the case of signing one document without the simultaneous presence of the Parties, the Buyer shall sign at least two copies of the Agreement and send them to the address of the Seller. The Seller signs the copies of the Agreement received and sends the copies of the Agreement intended for the Buyer to the address provided by the Buyer. Unless the Parties expressly agree otherwise, the Agreement shall enter into force on the date the Buyer receives the copies of the Agreement intended for him. If the Agreement is concluded with the simultaneous presence of both Parties, the Agreement shall enter into force on the date of the last signature.
3.5. The order must at least indicate the Parties, the precise subject of the Agreement, price, date and place of delivery. The order must also contain a statement that the relations between the Parties will be governed by the provisions of the GCS.
3.6. If the Order does not include the date by which the Buyer will expect confirmation of the Order, the Seller may confirm no later than 14 days from the date of receipt of the Order from the Buyer.
3.7. The order cannot contain a proposal to amend the GCS or a proposal to exclude some of their provisions.
3.8. The contract is concluded when the Buyer has received the Order Confirmation from the Seller. Exclude the possibility of tacit or implied acceptance of the Order.
3.9. The order and the Order Acceptance Confirmation are submitted in the form of:
3.9.1. written,
3.9.2. electronic,
3.9.3. via fax.
3.10. The offer is submitted to the Buyer by the Seller. The offer contains essential elements of the Agreement and a declaration on the application of all or part of the provisions of the GTCS. The offer may also modify some provisions of the GTCS.
3.11. The offer is submitted in one of the forms described in point 3.9.
3.12. In the event that the offer is submitted in electronic form, the offer is binding on the Seller on the terms specified in the content of the offer and in the GTCS, if the Buyer immediately confirms the receipt of the offer. The parties exclude the application of Article 66¹§2 of the Civil Code in their relations.
3.13. The offer binds the Buyer to the moment of acceptance. The Offer is accepted in one of the forms specified in point 3.9.
3.14. The Parties shall not accept the offer with reservations within the meaning of Article 68¹§1 of the Civil Code. The possibility of implicit or tacit acceptance of the offer is also excluded.
SELLER’S OBLIGATIONS:
4.1 The Seller delivers the Goods on the following terms:
4.1.1 in accordance with applicable law;
4.1.2 in compliance with the quality standards specified in the Agreement or legal provisions;
4.1.3 free from defects, and not burdened with the rights of third parties;
4.1.4 within the period specified in the Agreement;
4.1.5 in the amount specified in the Agreement.
BUYER’S OBLIGATIONS:
5.1. The buyer is obliged to:
5.1.1. cooperation with the Seller in determining the parameters and characteristics of the Goods.
5.1.2.acceptance of the Goods;
5.1.2. participation in the collection of the Goods;
5.1.3. timely payment of the entire price.
SUPPLY:
6.1. The goods will be delivered by the Seller to the place of delivery specified in the Agreement or the Order. If the place of delivery is not specified in the Agreement and the Order, the place of delivery shall be the Buyer’s seat.
6.2. The goods will be delivered within the hours agreed with the Buyer by phone, and if there was no such arrangement during the Buyer’s working hours.
6.3. The Seller delivers the Goods by its own or third party transport.
6.4. Upon the release of the Goods to the Buyer, all risks of loss and damage to the Goods shall be transferred to the Buyer.
RECEIPT OF GOODS:
7.1. Unless the Agreement provides otherwise, the Parties collect the Goods upon delivery of the Goods by the Seller.
7.2. If the Buyer does not take part in the acceptance, the Seller shall unilaterally sign the protocol, with the effect of collecting without comments.
7.3. After delivering the Goods, the Buyer is obliged to immediately examine it and report any defects to the Seller.
7.4. If the Goods do not meet the properties specified in the Agreement (Order, Offer), the Buyer is entitled to refuse to accept the Goods until the defects are removed, and if the defects cannot be removed, to deliver the Goods free from defects. The removal of defects will be made within the time limit agreed by the Parties, and if the Parties have not agreed in this regard, no later than within 21 days. If it is necessary to replace the Product with a product free from defects, in the absence of arrangements between the Parties, the replacement takes place within 60 days.
SETTLEMENT OF PARTIES:
8.1. The amount of remuneration due to the Seller results from the Agreement or Order concluded by the Parties
8.2. The remuneration is increased by the due tax on goods and services in the amount applicable on the date of issuing the VAT invoice, in accordance with the applicable regulations.
8.3. The payment is made to the bank account indicated by the Seller in the issued VAT invoice.
8.4. The date of payment is the date of crediting the Seller’s bank account.
8.5 Until the Buyer pays the entire price for the delivered Goods, the ownership of the delivered Goods belongs to the Seller.
8.5.1.Until the Buyer has fully paid the price for the delivered Goods, the Buyer may not use the delivered Goods.
8.5.2. In the event of receipt of the Goods from the Buyer who has not paid the full sale price of the Goods, the Seller will charge the Buyer with a fee for the consumption of the Goods in the amount corresponding to the sale price of the Goods and the costs of repairing the damage.
8.6. The Buyer is not entitled to deduct any claims from the remuneration due to the Seller.
8.7. In the event that the Buyer cannot collect the Goods for reasons other than those attributable to the Seller, the Seller is entitled to issue a VAT invoice for the payment of the price for the sold goods and to charge the Buyer with the storage costs of the Goods in the amount of PLN 1,000 net plus tax on goods and services.
WARRANTY AND WARRANTY:
9.1. The Seller is not liable to the Buyer under the warranty for defects in the Goods, unless the Parties have agreed otherwise in the Agreement, then the provisions regarding the warranty shall apply accordingly to the warranty for defects.
9.2. The Seller grants the Buyer a guarantee on the terms set out in the GCS or in accordance with the information contained in the acceptance protocol signed by the Buyer.
9.3. Unless the Agreement provides otherwise, the warranty is granted for a period of 12 months from the date of delivery of the Goods to the Buyer.
9.4 The buyer loses the warranty rights if he does not report the defect within 24 hours from its disclosure.
9.5. The warranty covers the Seller’s liability for defects in the Goods.
9.6. In the event of a defect during the warranty period, the warranty period is extended by the period in which the Buyer could not use the Goods.
9.7. A claim under the guarantee is made under the following conditions:
9.7.1. the application is made in writing or via e-mail,
9.7.2. the notification is made immediately, no later than 24 hours from the occurrence of the defect,
9.7.3. In the notification, the buyer describes the defect and the moment of its occurrence.
9.8. The Seller shall proceed to remove the defect immediately, no later than within 72 hours of its notification.
9.9. The seller removes the defect as soon as possible.
9.10. If the removal of the defect requires repairs at the Seller’s premises, the goods are transported at the Seller’s expense.
9.11. In the event of a defect, under the warranty, the Buyer may demand that the Seller repair the Goods, and if the repair is technically impossible and the defect is significant, also the replacement of the Goods.
9.12. The buyer is not entitled to warranty claims in the event of:
9.12.1. mechanical damage resulting from the delivery of the Goods to the Buyer,
9.12.2. make repairs by the Buyer or a third party without the consent of the Seller,
9.12.3. circumstances and random events for which the Seller is not responsible,
9.12.4. misuse of the Goods in accordance with its intended use
9.12.5. for the period from the date of receipt of the Goods until the full payment of the price for the Goods.
9.13. The warranty rights may not be transferred by the Buyer to a third party without the written consent of the Seller.
9.14 The seller provides a 6-month warranty for thermal and thermal transfer heads from the date of delivery
- 9.15, the Buyer has the right to return the goods if it does not comply with the order within 14 days from the date of delivery of the goods or the date of issuing VAT invoice. Only the costs of the goods are subject to reimbursement, excluding delivery and transport costs.
RESPONSIBILITY:
10.1. The Seller is liable to the Buyer on general terms.
10.2. The Seller is only liable for the damage actually sustained by the Buyer.
10.3. The Seller is not liable towards the Buyer for lost profits, indirect and consequential damages, damages related to the downtime.
10.4. In each case of the Seller’s liability for damage, the compensation may not exceed the Seller’s net remuneration for the sale of the Goods.
INTELLECTUAL PROPERTY RIGHTS:
11.1. All intellectual property rights remain with the Seller.
HIGHER POWER:
12.1. The parties are not liable for non-performance of the Agreement due to force majeure.
12.2. Force majeure is understood by the Parties as an external event which the Party could not foresee at the time of concluding the Agreement and could not avoid and which it has no influence.
12.3. Each party is obliged to notify the other party of the occurrence of force majeure immediately.
12.4. In the event that the force majeure lasts longer than 30 days, each of the Parties is entitled to withdraw from the Agreement with immediate effect.
12.5. If the Agreement is terminated due to force majeure on the part of the Buyer, the Seller has the right to demand payment for the Goods according to the stage of their production as of the date of termination of the Agreement.
CONFIDENTIALITY:
13.1. The Parties undertake to keep secret all information they have obtained about the other Party during the performance of the Agreement, in particular information about the prices, technologies, technical and organizational solutions used.
13.2. The use of confidential information may only take place for the purpose of performing the contract.
13.3. Confidential information is protected by the Website in the same way as its own information.
13.4. The obligation of confidentiality is waived when:
13.4.1. the information is publicly known,
13.4.2. the authorized party has consented to disclose the information,
13.4.3. an authorized state body has applied for disclosure of the information,
13.4.4. the party disclosing the information received it from a third party that was legally authorized to disseminate it.
NOTIFICATIONS:
14.1. Unless the Agreement or the GTCS provide otherwise, all notices will be sent by registered mail, courier, fax or e-mail to the address of the relevant Party provided in the Order or to another address for such purposes as notified to the other Party in writing. Notifications sent by e-mail or fax require a written confirmation of their receipt by the receiving Party. Automatic acknowledgments of receipt will under no circumstances be considered as confirmation of delivery of the notification.
LAW AND COMPETENT COURT:
15.1. In matters not regulated in the Agreement and in the GCS, the provisions of Polish law, in particular the Civil Code, shall apply.
15.2. Disputes arising from the Agreement and these GTS shall be settled by a common court with jurisdiction over the seat of the Seller.
FINAL PROVISIONS:
16.1. The contract and the GTCS constitute the entire agreement of the Parties. The Seller is not responsible for any obligations not expressed in the Agreement and the GTCS.
16.2. Changing the GCS during the term of the Agreement has no effect on the Buyer, unless the Buyer has agreed to such a change.