Elektror airsystems sp. z o.o. (PL)
GENERAL SALES AND SERVICES TERMS
applicable to agreements concluded with ELEKTROR airsystems spółka z ograniczoną odpowiedzialnością of Chorzów
I. GENERAL PROVISIONS
- These General Sales and Services Terms set forth rules governing sales of goods and provision of services by ELEKTROR airsystems spółka z ograniczoną odpowiedzialnością with registered office in Chorzów (41-506), Poland, at ul. Leśna 38, registered in the Register of Entrepreneurs of the National Court Register by the District Court for Katowice-Wschód in Katowice, VIII Commercial Division of the National Court Register under entry No. KRS 0000285917 (hereinafter “Elektror”).
- The terms below used herein shall have the meaning as follows:
a) Seller – ELEKTROR airsystems spółka z ograniczoną odpowiedzialnością with registered office in Chorzów (41-506), at ul. Leśna 38, registered in the Register of Entrepreneurs of the National Court Register by the District Court for Katowice-Wschód in Katowice, VIII Commercial Division of the National Court Register under entry No. KRS 0000285917;
b) Buyer – an entity that concludes an agreement with the Seller;
c) Parties – the Seller and the Buyer jointly;
d) General Terms – these General Sales and Services Terms applicable to ELEKTROR airsystems sp. z ograniczoną odpowiedzialnością;
e) Product – a good offered by the Seller;
f) Service – a service offered by the Seller;
g) Agreement – a sales agreement or service agreement concluded by the Parties in connection with an order placed by the Buyer.
- The Seller supplies the Products and renders the Services exclusively for other entrepreneurs. The Seller does not conclude the Agreements with consumers.
- The General Terms represent an integral part of all the sales and service Agreements concluded by the Parties, and once they are accepted by the Buyer they shall specify terms of the cooperation entered into based on these Agreements in a binding and comprehensive manner.
- By concluding the Agreement, the Buyer accepts the General Terms. The General Terms are available on the www.elektror.pl website in the “Warunki handlowe” tab.
- The provisions hereof shall comprehensively specify the terms of the Parties’ cooperation. In consequence, no other regulations shall apply to the Agreements concluded by the Parties.
- Any information included in the Seller’s marketing materials which refers to the offered Products and Services shall be binding only if it is confirmed by the Seller upon the placement of an order.
- An agreement form used by the Buyer, in particular general purchase or order terms, shall not be binding for the Seller, unless they are accepted in writing.
- The Agreement concluded between the Seller and the Buyer may include provisions different from the ones that result from the General Terms. In such a case, the Parties shall be bound by provisions of the Agreement.
- In case of any discrepancies between the General Terms and rules or agreement forms applied by the Buyer, the Agreement shall not include these provisions of the agreement forms that are in conflict with each other.
- The Seller retains any copyrights and industrial property rights to any developed documentation and technical solutions, technical drawings and other similar documents prepared by the Seller. The Buyer shall not be entitled to use, copy or otherwise reproduce and share them with any third parties without the Seller’s written consent.
II. AGREEMENT CONCLUSION/ORDER PLACEMENT
- The Buyer’s order shall require written or electronic acceptance by the Seller. The acceptance of an offer submitted by the Buyer shall require written or electronic acceptance by the Buyer. The acceptance of the Buyer’s order or offer may be preceded by technical arrangements between the Parties. The Buyer is obliged to promptly answer, share information or confirm technical data, including drawings, submitted by the Seller in the course of the arrangements.
- If the Seller accepts the Buyer’s order with reservations or if technical drawings of the ordered Products are attached to the order acceptance, the Buyer shall be bound by such reservations or data resulting from the drawings, unless it makes any comments thereto within three days. If the Buyer makes any comments, the Seller shall be bound by the order only if the Parties conclusively agree all terms of the Agreement.
- In case of the orders preceded by the Seller’s offer, the order involving changes relative to the offer or supplementing the offer shall not be treated as the offer acceptance, but as a new inquiry about the Products or Services to be bought, which shall require a new offer. In such a case, the current offer shall be no longer valid.
- In the order or correspondence concerning changes in the order, the Buyer should refer the Seller’s offer number.
III. AGREEMENT PERFORMANCE TERMS
- An order fulfilment date shall be always indicated approximately, unless the Parties decide otherwise. The Seller shall not be responsible for the untimely fulfilment or the non-fulfilment of the order if this is caused by circumstances attributable to the Buyer or by unexpected events that prevent the due fulfilment of the order (strikes, lockout, force majeure). If any reasons not attributable to the Parties occur, the Seller shall inform the Buyer thereof as soon as possible. In such a case, the order lead time shall be extended by the duration of the reasons that prevent the order fulfilment and by a period necessary for the Seller to re-start its normal activities.
- The order lead time shall commence on the date when the Seller accepts the order, subject to the time limit referred to in Section II.2 above, on terms agreed by the Parties.
- Unless the Seller and the Buyer agree otherwise, the orders shall be fulfilled at the Seller’s premises.
- If the Seller renders the Service in a place specified by the Buyer, the Buyer shall ensure appropriate conditions for the Service to be rendered, including access to media, and unloading and internal transport equipment.
- If arrangements concerning payment terms provide for the payment of an advance payment or prepayment by the Buyer, the order lead time may be extended by a period of delay in the payment to be made by the Buyer.
- The Seller shall bear exclusively the costs of releasing and packaging of the ordered Products. Any other costs, in particular the costs of collecting the Products and their transport, shall be borne by the Buyer, unless the Parties agree otherwise in the order.
- If the ordered Products are to be delivered to a place specified by the Buyer, the Products shall be shipped by the Seller at the Buyer’s exclusive risk. The Seller shall select the type of transport and packaging.
- If the Buyer obliged to collect the ordered Products in person fails to timely collect them, the Seller shall have the right to store the Products at the Buyer’s cost and risk.
- Unless the Buyer expressly requests it, the Seller shall not insure the delivered Products against a transport risk. The Buyer shall bear the insurance costs.
IV. PAYMENT TERMS
- The payment terms are specified in the offer or order confirmation.
- Prices in the Seller’s offers shall be the net prices.
- If the Seller specifies the Products’ prices in foreign currencies and the payment is to be made in zloty, the prices expressed in foreign currencies shall be recalculated into zloty according to a sell exchange rate announced by the National Bank of Poland for the day preceding an invoice issue date.
- The payment shall be made exclusively to a bank account specified by the Seller.
- In case of any delayed payments, the Seller has the right to charge statutory interest on account of a delay in commercial dealings.
- If the Seller becomes aware that the Buyer is in a bad financial standing or is insolvent, before fulfilling the order the Seller may request a pre-payment for the ordered Products to be made by the Buyer or collateral for the payment of a price to be presented by the Buyer.
- If the order is fulfilled in parts and the Buyer is in arrears with the payment of any amounts due for the Products collected in person or delivered to it, the Seller shall be entitled to suspend the fulfilment of the order as regards the remaining part of the unsold Products until the Buyer pays its amounts due to the Seller.
- The sold Products shall be the Seller’s property until the Buyer makes the full payment of an entire sales price.
- The Seller shall be exclusively entitled to grant any rebates, discounts, price reductions etc. from a sales price.
- In case of any changes not attributable to the Seller as regards any fees and costs which affect the price in a period from an order acceptance date to a delivery date, the Seller reserves the right to change the price accordingly.
- The Seller guarantees that the offered Products are of a good quality and conform to any technical parameters specified in the given Product’s technical documentation.
- As long as the Seller expressly grants a warranty for the Products to the Buyer, the Seller shall bear liability under warranty for the Products sold in case of any defects of the Products and any material deviations from the parameters specified in the technical documentation. The liability under warranty shall apply only to the defects arising for reasons inherent to the sold Products.
- To the extent stipulated in Section 2, the Seller grants the 24-month warranty for the sold Products, counting from the Product’s sales date.
- The Seller shall not be responsible for the Products’ natural wear and tear that is the consequence of their proper use as well as for damage occurring as a result of the improper handling, installation, storage, maintenance or use of the Products. Further, the Seller shall not be responsible for the Products’ defects that occur as a result of any of the below actions performed by the Buyer or at its request:
a) changes or repairs of the Products without the Seller’s prior written consent,
b) assembly of the Products either improper or not compliant with assembly instructions,
c) activities that the Buyer is obliged to perform on its own and at its own expense, in particular: installation of a device, verification of its operation, ensuring proper power for the device – unless these activities are performed by the Seller based on written arrangements with the Buyer.
- The Seller shall be released from the liability under warranty if the Buyer has been aware of the defect at the moment of the release of the Product.
- During the warranty term, the Seller shall repair or replace, free of charge, any elements deemed and confirmed defective by the Seller.
- A defect notification must be made promptly upon the detection of the defect, within 7 days from its occurrence at the latest. The notification shall be made in a written or electronic form to the Seller’s address: ul. Leśna 38, 41-506 Chorzów, Poland; email@example.com; it shall describe the defect, specify the date of the defect’s identification, and provide data of an individual who first detected the defect, the Buyer’s precise contact data and data of an individual authorised by the Buyer for contact with the Seller. The notification shall be accompanied by a copy of a proof of the Product’s purchase. The Seller shall accept the notifications Monday through Friday from 8:00 to 16:00, except for public holidays.
- The Seller’s response time shall be 7 from the receipt of the Buyer’s notification. The Parties shall agree repair time on a case by case basis, depending on the type of the defect and a waiting period for components.
- The defect’s existence shall be acknowledged in a report following an inspection of the Product, within a time limit agreed by the Parties. The Buyer is obliged to share any documentation of the Product in its possession.
- If, as a result of the repair, the Seller replaces the defective element with another one free from any defects, the warranty for such an element shall run afresh from the replacement date.
- The Buyer is obliged to undertake any activities to prevent or minimise damage to the Product and occurrence of any other damage (e.g. by stopping to use the Product, by protecting the Product).
- The Seller’s liability under statutory warranty shall be excluded.
- If the Seller detects that the defect notification has been groundless, the Seller shall notify the Buyer thereof and shall propose the repair or replacement of parts against payment. The Buyer shall bear in full any costs occurring as a result of the unjustified notification.
The Seller’s liability for damages towards the Buyer on any account shall be limited to the Buyer’s actual loss and shall not include any lost or expected profits, production losses, damage to the Buyer’s reputation, etc.
VII. PERSONAL DATA
- The personal data controller shall be the Seller, i.e. ELEKTROR airsystems spółka z ograniczoną odpowiedzialnością with registered office in Chorzów (41-506), at ul. Leśna 38, registered in the Register of Entrepreneurs of the National Court Register by the District Court for Katowice-Wschód in Katowice, VIII Commercial Division of the National Court Register under entry No. KRS 0000285917.
- The Seller shall process the Buyer’s personal data in order to fulfil the Orders placed by the Buyer and to perform the Agreements concluded by the Parties, throughout the term of such Agreements. Subsequently, the Seller shall process the Buyer’s personal data for tax and accounting purposes for a period of five years following the year of an event in question (e.g. payment of an invoice) and until the lapse of a limitation period of (potential) claims under warranty as well as until the lapse of a limitation period of any other claims under civil law as stipulated by provisions of the Polish law, in particular the Civil Code. Otherwise, the Buyer’s personal data shall be processed until the Buyer objects to the processing of its data or withdraws its previous consent to the processing.
- The Buyer has the right, at any time, to exercise its right of access to its personal data, request rectification and erasure of the data, and object to the processing, and other statutory rights as well as the right to withdraw consent to the further processing.
- The detailed information pertaining to the processing of the personal data by the Seller is available on the www.elektror.com website.
- The Parties undertake to treat as confidential any information received from the other Party, regardless of the form in which it has been submitted (written, verbal or electronic), directly or indirectly, in connection with the performance of the Agreement concluded by them, and not to disclose it to any third parties without the other Party’s express written consent (confidentiality obligation).
- Section VIII.1 shall not apply when a disclosure obligation results from mandatory rules of the law, final and non-appealable court judgements or other final and non-appealable decisions of a public authority, or in reference to the information in public domain.
- The Parties undertake to notify one another in case of any request for the disclosure of the confidential information, and to secure the other Party’s consent to the sharing of the confidential information, unless any of the above obligations is in conflict with generally applicable laws; in such a case, the Party shall be released from such an obligation.
IX. FINAL PROVISIONS
- Any disputes related to the performance of the Agreement concluded by the Parties shall be submitted for resolution to a court competent for the Seller’s registered office.
- The Agreements concluded by the Parties shall be governed by the Polish law.