Elektror airsystems sp. z o.o. (PL)
General Purchase Conditions at Elektror airsystems Sp. z o.o.
I. VALIDITY OF CONDITIONS
- These General Purchase define the principles of purchase of goods and services, including placing orders by ELEKTROR airsystems Spółka z ograniczoną odpowiedzialnością with its registered office in Chorzów (41-506) at 38 Leśna Street, registered in the Register of Entrepreneurs of the National Court Register by the District Court of Katowice - East in Katowice, 8th Commercial Division of the National Court Register under National Court Register KRS number 0000285917.
- The following terms used in the General Purchase Conditions shall have the following meaning:
a) Buyer - ELEKTROR airsystems sp. z o.o. (limited liability company) with the seat in Chorzów (41-506) at 38 Leśna Street, registered in the Register of Entrepreneurs of the National Court Register by the District Court Katowice-East in Katowice, 8th Commercial Division of the National Court Register under the number 0000285917,
b) Seller - an entrepreneur concluding a Contract with the Buyer
c) Parties - Buyer and Seller together,
d) GPC - these General Purchase Conditions,
e) Contract - all Contracts concluded by the Parties, including orders placed with the Seller by the Buyer,
f) Offer - a declaration of will to conclude a Contract made by the Seller
- The acceptance of the General Purchase Conditions takes place upon conclusion of the Contract with the Buyer by the Seller.
- The General Purchase Conditions may be amended by the Buyer.
- The Current General Purchase Conditions are available on the Buyer's website: www.elektror.pl.
- The Contract concluded by the Buyer with the Seller may contain different provisions than those resulting from the General Purchase Conditions. In that case, the Parties shall be bound by the provisions of the Contract.
- In case of any contradictions between the General Purchase Conditions and the provisions of any of the Seller's General Sale Conditions, if any, the provisions of the Buyer's General Purchase Conditions shall prevail.
- An offer shall be deemed accepted if the Buyer confirms it by submitting a written order to the Seller.
- An order placed shall not be binding on the Buyer after the expiry of the time limit set for confirmation of the order, or after 14 days from its delivery to the Seller when the time limit for confirmation is not indicated in the order and the Buyer has not received the confirmation of acceptance of that order.
- Any changes or additions to the conditions of the order shall require the consent and confirmation of the Buyer.
- Further correspondence related to the Offer should include the number of the order made by the Buyer.
- All prices presented by the Seller to the Buyer should be given in the currency specified in the Buyer's inquiry. The price includes transport and packaging costs.
- If transport insurance is required, these costs are borne by the Seller.
- Delivery dates are specified in each order and are binding on the Parties. Delivery dates are met if the goods arrive at their destination within the specified period.
- The Seller is obliged to immediately notify the Buyer of any delay in delivery.
- The Seller may, in order to perform its service, use the assistance of other persons as the Seller’s subContractors, for acts and omissions of which the Seller is responsible as for Seller’s own acts and omissions.
- The document confirming the delivery of the order is the delivery note confirmed by the recipient. The confirmation of the receipt shall not affect the Buyer's possible claims in respect of quality and quantity complaints (if only the quantity of packaging is checked during unloading).
- The confirmation of receipt or payment does not violate the Buyer's right to take legal action if the Seller violates the conditions of the order or the GPC.
- The Seller is obliged to indicate on the issued VAT invoice the bank account number, consistent with the account disclosed in the White List of Taxpayers, to which the Buyer makes payments under the Contract.
- The timely order to execute a payment shall be deemed a timely payment.
- The Buyer pays the amount due only on certain days of the week - i.e. every Monday. It is not possible for the Buyer to make payment on another day of the week.
- The payment deadline for receivables resulting from the Contract is not less than 30 days, counting from the date of receipt of the VAT invoice, taking into account paragraph 3, after the Seller has fulfilled all obligations resulting from the Contract.
VI. RISK OF NON-PERFORMANCE OF THE CONTRACT
- In the event of a risk of the Seller's non-performance of the provisions of the Contract, the Buyer is entitled to withdraw from the Contract. This right is exercised by the Buyer by means of a statement submitted to the Seller, within 30 days from the date of risk of non-performance of the Contract.
- If the right of withdrawal is exercised, the Contract shall be deemed not concluded. What the Parties have already provided is returned unchanged unless the change was necessary within the limits of ordinary management. The other party shall be adequately remunerated for the services provided and for the use of things.
VII. PASSAGE OF RISK
The risk of loss or damage of the subject of the Contract passes to the Buyer at the moment of taking over the subject of the Contract. The Parties undertake to notify each other if they request the disclosure of confidential information and obtain the consent of the other Party to provide confidential information, unless one of these obligations would be in conflict with generally applicable law, in which case the Party is exempt from its execution.
VIII. PRODUCTION EQUIPMENT
- If under the Contract the Buyer is obliged to make available models, drawings, computer programs, data or production equipment, such as tools (hereinafter referred to as Equipment), they shall be taken back by the Seller at the place specified by the Buyer, at no cost to the Buyer.
- The Seller shall be obliged, upon the Buyer's request, to return the Equipment, without any cost to the Buyer, at the place indicated by the Buyer.
- The costs of maintaining the Equipment in such a case shall be borne by the Seller.
- The Seller shall immediately inform the Buyer of any defects, irregularities or unsuitability of the Equipment. If the Equipment is made or purchased by the Seller at the order of the Buyer, the remuneration shall be due to the Seller only if it has been agreed upon in writing. If the Seller issues an invoice or bill for the Equipment made or purchased on behalf of the Buyer, the ownership of the Equipment shall pass to the Buyer upon full payment of the Seller's receivables.
- The Seller shall be obliged at its own expense to take out civil liability insurance and theft and fire insurance for the appropriate amount of insurance which shall be agreed with the Buyer at Buyer’s request.
- The Seller shall be obliged to inform the Buyer about the conclusion and content of the insurance and leave a copy of the concluded insurance Contract to the Buyer.
- In the event of the Seller's liability towards the Buyer, the Seller shall be obliged, at the Buyer's request, to transfer the claim for compensation to the insurance company.
- The Seller shall be liable for damage caused as a result of non-performance or improper performance of the Contract, in particular due to hidden defects in the goods, as well as improper transport, packaging, marking and loading of the goods.
- The Seller shall be liable for any breach of the conditions of the Contract or the General Purchase Conditions by its employees, partners or subContractors, as well as equipment and materials belonging to them, participating in the performance of the Contract and for damages resulting therefrom.
- The Buyer reserves the right to commission an independent laboratory to test the quality of goods delivered by the Seller in relation to the Seller's assurances as to their properties and quality. If, as a result of the test, it turns out that the quality or property of the goods is not appropriate, the costs of such test will be borne by the Seller.
- The Seller is obliged to obtain any permits, approvals or other documents required under common law to allow the goods supplied to be admitted to trading. In the absence of such documents, the Buyer has the right, at Buyer’s discretion, to withdraw from the Contract or withhold payment of the price for the goods until he receives the required documents. The right to withdraw from the Contract may be exercised by the Buyer within 30 days from the date when the delivery of goods was to be carried out in accordance with the conditions of the order.
- In a situation where the Seller is not able to meet the obligations arising from the Contract or GPC, the Buyer has the right to commission a third party to perform the Seller's obligations at his expense and risk, also in the event that this cost is higher than the amount set in the Contract, without prejudice to the Buyer's rights to claim damages.
XI. STATUTORY WARRANTY AND GUARANTEE
- The Seller is liable to the Buyer if the item sold has a physical or legal defect (statutory warranty).
- The Buyer's claims arising from legal defects shall be time-barred according to the statutory statute of limitations.
- The Seller gives the Buyer a guarantee for the delivered goods. The guarantee period shall be agreed upon each time by the parties, however, in the absence of such a Contract, the Seller shall be deemed to have granted the guarantee for 24 months. The guarantee period starts from the date of receipt of the goods without reservations.
- During the guarantee period, the Seller shall, at the Buyer's first request, replace any defective goods at the Seller’s expense.
- The use of guarantee rights by the Buyer does not exclude the right of the Buyer to use the statutory warranty rights. The Seller shall bear the costs associated with the exercise of statutory warranty and guarantee rights, including transport costs, etc.
- The Seller shall be obliged to release the Buyer from all claims of third parties which result from material and legal defects of the delivery or service (performance of the Contract). This applies in particular to producer liability and infringement of intellectual property rights. The Seller is aware that the Buyer exports goods all over the world, in particular to member states of the European Union and the European Economic Area, Canada and the USA. The supply and provision of services concerning final products, basic raw materials or semi-finished products must therefore comply with national and foreign law and must not infringe any national or foreign intellectual property rights.
XII. RIGHT OF SET-OFF AND COLLATERAL RIGHT
The Seller shall be entitled to make deductions of mutual liabilities and receivables only in the case of undisputed and legally established receivables.
The assignment of Seller's claims against the Buyer is permitted only if prior written consent of the Buyer is obtained.
- The Parties undertake to keep confidential all information constituting a business secret of the other Party, regardless of the form of its transmission (written, oral or electronic) directly or indirectly in connection with the performance of the Contract concluded by them. The Parties shall not disclose them to third parties without the express written consent of the other Party.
- The provisions of paragraph 1 shall not apply where the obligation to disclose information results from a mandatory provision of law, a final judicial decision or other final decision of a public authority or in relation to information which is publicly available.
- The Parties undertake to notify each other, whenever they request disclosure of information concerning the other Party and obtain the consent of the other Party to provide such information, unless one of these obligations would be contrary to generally applicable law, in which case the Party is released from this obligation.
XV. FINAL PROVISIONS
- Any disputes related to the performance of the Contract concluded by the Parties shall be settled by common courts competent for the Buyer's seat.
- The provisions of Polish law shall apply to the Contract concluded by the Parties.
- GPC do not apply to Contracts concluded with consumers.