General Sale Terms and Conditions of Invest Tech Sp. z o.o. Ltd Company in Toruń
1. Scope, offer
1.1. These General Sale Terms and Conditions, referred to hereinafter as Terms and Conditions constitute the general terms and conditions of contracts within the meaning of Art. 384 of the Civil Code and apply to contracts of sale, delivery and other agreements entered into by Invest Tech Sp. z o.o. in Toruń (referred to hereinafter as IT) with entrepreneurs engaged in economic activities in form of a natural person business, partnership, capital companies and other forms allowed by law, referred to hereinafter as the Buyers.
1.2. The Terms & Conditions make up an integral part of agreements and bind their parties in whole, unless the parties agree otherwise in the agreement, the order confirmed by IT or a sale order.
1.3. Proposals made by IT, in particular the information and data contained in catalogues, advertisement folders and price lists do not constitute an offer within the meaning of the Civil Code, unless it is clearly stated in a given document.
1.4 For purposes of these Terms and Conditions, orders confirmed by IT are also considered contracts (referred to hereinafter as Contract).
2.1. Unless otherwise agreed upon, prices and conditions set out in the Agreement shall bind the Parties.
2.2. The prices recorded in accordance with paragraph 2.1 are net prices, which will be increased by the due tax on goods and services or other applicable taxes or public dues, in the rates in force on the date the VAT invoice is issued.
3.1. Unless agreed otherwise, the price shall be paid within 30 days from the date a VAT invoice is issued to the IT’s bank account indicated in the invoice. The date of payment is the date the IT’s bank account is credited. Costs of payment, including costs of currency conversion shall be borne in full by the Buyer.
3.2. In the case of the Buyer’s delay in payment of price, IT has the right to charge interest at the statutory rate. IT reserves the right to seek damages in excess of the above-mentioned interest on general principles.
3.3. If the Parties have agreed a discount, it refers always only to the delivery value, without freight and a complete settlement of all outstanding debts of the Buyer is assumed at the time of discount. Unless otherwise agreed, the term of the discount starts from the date of the invoice.
3.4. IT has the right to deduct IT receivables due from the Buyer from the Buyer's claim towards IT on principles stipulated in the Civil Code.
4.1 IT may make the execution of the Agreement dependent on the Buyer’s securing its payment. The security must be approved in writing by IT and may be in the form of a surety, guarantee, letter of credit, bank or insurance guarantee, or advance.
4.2 For some of the goods offered Invest-Tech reserves a quantitative margin of plus-minus 5% to 10% of the purchase order.
5. Ownership of goods
5.1. Until full payment of all sums payable for a given delivery of goods, the goods shall remain the property of IT. IT has the right to transfer its rights under the Agreement to a third party on principles set out in the Civil Code.
5.2. In case the goods set out in point 5.1 are processed or used by the Buyer or they are combined or mixed with other things in such a way that the restitution of the previous state would be associated with excessive difficulties or costs, it shall be deemed that IT has become a co-owner of the new item or the assets resulting from the processing, combining or mixing. Interests in joint ownership shall be determined by the ratio of items processed, combined or mixed.
5.3. The Buyer’s sale of goods determined in point 5.1 prior to payment of the whole price is ineffective.
5.4. In the case of delay in payment for the goods delivered by the Buyer, at its discretion, notwithstanding any other provisions of these Terms and Conditions, IT may:
- Request the Buyer return delivered and unpaid goods
- Return the thing, originating from the processing, combining or mixing
- Demand the payment of the whole price of goods.
5.5. In the case IT requests the delivered goods be returned, the Buyer shall be
obliged to return the goods delivered and unpaid for at their own risk and expense within 14 days of the request. The costs of returning include, in particular, the cost of loading, transport and unloading at the place designated by IT.
5.6 IT shall also have the rights determined in point 5.5 in a situation where after the conclusion of the Agreement it is highly probable that the receivables from a given agreement concluded with the Buyer are threatened due to the Buyer’s lack of ability to pay.
5.7 If the value of collaterals set out exceeds the secured receivables, together with additional receivables, in particular, interest, costs or other dues, arising from this Agreement by more than 10%, IT at the request of the Buyer shall release the surplus of collaterals at the discretion of IT.
6. The delivery
6.1. The Agreement shall be timely carried out provided IT has the goods ordered by the Buyer. If in consequence of IT’s warehouses having run out of ordered goods, the performance of the Agreement is not possible in the time limits agreed upon by the Parties, IT will perform the order immediately, having purchased the goods covered by the Agreement, or in another term agreed upon by the Parties.
6.2. Unless the Agreement stipulates otherwise, the delivery is carried out by a carrier or freight forwarder selected by IT. The place of delivery is the address indicated by the Buyer in the Agreement. If the Buyer does not specify a delivery address in the Agreement, IT can make delivery at its sole discretion to one of the following locations:
- any place where the Buyer carries out its activities;
- the Buyer's address specified in the Register of Entrepreneurs or records of business activities;
- where goods were earlier delivered.
6.3. The terms of the Agreement execution begin the moment the order is confirmed by IT or the Agreement is signed, on condition all details of the order are agreed in the Agreement and the Buyer has fulfilled all its obligations, in particular, produced all official certificates and submitted IT the collaterals established.
6.4. IT’s failure to meet the term of delivery entitles the Buyer to avoid the Agreement only after a prior written summons giving IT an additional period to deliver, not shorter than 7 days.
6.5. In the case of delay, IT is liable, pursuant to the provisions of paragraph 12 for damage suffered by the Buyer due to the delay in delivery. In the case of delay in delivery, IT shall immediately inform the Buyer of the anticipated period of delay. In this situation, the Buyer shall immediately inform IT on the estimated amount of loss due to the delay. The Buyer is obliged to make efforts to reduce the damage. In the case the Buyer, upon written agreement with IT, makes purchases in order to limit the damage arising from the delay in the execution of the agreement, IT shall reimburse the Buyer the reported and documented additional costs of the purchase to cover the damage and the proven damage which occurred in the meantime due to the delay in delivery. In case the Buyer fails to fulfill its obligations to mitigate the damage, as set out above, IT’s liability for damage due to delay, shall be reduced to the amount of such damage, which would have persisted after the Buyer had complied with the above.
7. Quality of goods
7.1 Quality and measurements are determined pursuant to DIN/EN standards or material data sheets binding at the time of the agreement conclusion, and in their absence - by trade customs. Quality, dimension and weight deviations are permitted to the extent allowed in DIN/EN standards or the existing custom. References to standards, material data sheets or on-site inspection certificates are not promises or guarantees, nor are they declarations of compliance, manufacturer's declarations and the corresponding CE type markings.
7.2. Weight values are determined by weighing carried out by IT or its suppliers. The price of goods is determined by the net weight of goods. The weight evidence is the weight slip. As long as legally permitted, the weight can be determined as standard without weighing. The above provisions shall not affect the usual allowances, deductions of commercial weight. The number of parts, bundles, etc specified in the shipping documents are not binding in relation to goods calculated by weight. If no customary retail weighting is carried out, the total weight of the shipment shall be binding each time. Differences in relation to the unit weight are proportionally distributed through the weight.
8. Reception by the Buyer
8.1. If according to the Agreement, the Buyer collects the goods to be delivered on its own, the collection may take place immediately after the delivery is notified to be ready at the plant indicated by IT, customs warehouse or IT’s warehouse. The costs of the collection shall be borne by the Buyer.
8.2. If the Buyer fails to collect goods, fails to do it within the time specified by the Agreement or does it incompletely due to circumstances not attributable to IT, IT shall be entitled to dispatch the goods without their collection, to store them at the expense and risk of the Buyer and to issue a VAT invoice therefor.
9. Rules of shipping
9.1. In case the transport is organized by IT, IT is liable for setting out the route of transport, the means of transport, freight forwarder or carrier.
9.2. If the transport covered by the Agreement, which sets out the route to the place indicated in the Agreement, is hindered to a large extent in the foreseeable future or impossible for reasons not attributable to IT, IT is entitled to deliver the goods by another route or to another place. The resulting additional costs shall be borne by the Buyer.
9.3. The moment the goods are transferred to the forwarder or carrier, all the benefits and burdens, together with all risks associated with the goods shall pass to the Buyer, in particular the risk of goods damage and loss. If the Buyer collects the goods itself, according to the provisions of Section 8 of these Terms, the benefits and burdens together with the risk of goods damage or loss pass to the Buyer the moment the goods are made available to be collected. IT may insure the goods at the expense of the Buyer only upon its clear written instructions or pursuant to the relevant provision of the Agreement.
9.4. Goods shall correspond to the average requirements for a given type of goods and should be wrapped or deprived of packaging according to the relevant law or IT practice. Costs of packaging and other protective measures shall be borne by the Buyer.
9.5. IT may make partial deliveries.
10. Nature of contracts
10.1. In the case of continuous Agreements, the Parties shall specify in the Agreement how to divide goods into periodical supply plans and break them down into individual months or other periods.
10.2. If a single order, the Agreement being supplemented in writing by the Buyer, exceeds the number of goods provided for in the agreement, IT can supply increased quantities of goods. Goods in excess of the number indicated in the Agreement will be supplied at prices prevailing at the time the Agreement or delivery is supplemented.
11. Liability for defects
11.1. Goods are in conformity with the Agreement, if at the moment the risk passes to the Buyer they do not differ or differ only insignificantly from the specification agreed by the Parties. The compliance of the goods with the Agreement is measured only by explicit quality and quantity standards for the goods ordered. The liability for the specific purpose of use or special suitability is accepted only in so far as it has been explicitly agreed upon. In other cases, the risk of suitability and applicability shall be borne exclusively by the Buyer. IT, in particular, is not liable for a deterioration or destruction of goods caused by their improper use by the Buyer after taking over the risk.
11.2. The Buyer shall inspect the goods immediately after their receipt. Claims for defects will be considered only if the call to remove the defects is submitted immediately in writing. Hidden defects must be reported by the Buyer in writing immediately after their detection, but not later than before the expiry of the agreed contractual or statutory period of limitation.
11.3. In the case of defects of goods, IT may at its discretion: remove the defect or deliver the goods, free from defects to the Buyer. If IT does not remove defects or fails to deliver goods free from defects to the Buyer, the Buyer, after the expiry of the deadline for carrying out these deeds, may either demand a reduction of the purchase price or avoid the Agreement. Any further claims are excluded. The above does not infringe the provisions of paragraph 12.
11.4. In the case of a legal defect of goods, the Buyer is entitled to request its removal within two weeks from the date of detection. In other cases the provision of point 11.3 is applied.
11.5. IT may refuse to repair the goods, if the repair is associated with disproportionate costs, i.e. in particular if the direct cost of repairs, including expenses necessary for this purpose exceeds 100 % of the final net price of the goods.
11.6. If the Buyer has not found out the defects of delivered goods at their receipt as a result of failure to inspect them or to show due diligence inspecting the goods, its right to request the defects be removed is excluded.
11.7. In the case of a complaint, the Buyer shall immediately provide IT the access to inspect the goods claimed. At the request of IT, the Buyer shall make the claimed goods or their sample available for the inspection at the cost of IT. In the case of unjustified complaints, IT may charge the Buyer with the cost of carriage and loading of goods, the cost of carrying out quality control, in particular, ordered research and inspection.
11.8. In the case of goods sold as a de-classed material, the Buyer shall have no claim in respect of their defects to be reckoned with in the case of such goods.
12 Limitations of Liability and Time Prescription
12.1 IT bears liability for damage caused by breach of essential contractual obligations only in the case of IT’s intent or gross negligence unless stipulated otherwise in these Terms & Conditions or the agreement. In other cases, the liability of IT is excluded.
12.2 The above limited liability does not apply in the case where as a result of IT’s act or omission the life or health were exposed to risk or bodily injury threatened.
13 Foreign sales, VAT tax
13.1. If a customer established outside the territory of the Republic of Poland (foreign recipient) receives goods and transports or sends them to a third country (non-EU), it is obliged to send IT a copy of the document required by tax laws, in which the authority set out in the customs legislation confirmed the export of goods outside the European Union in line with the content of the Agreement. If this document is not submitted by the buyer up to 25th day of the month, following the receipt of the goods, IT will charge the Buyer with the amount of VAT tax at the rate appropriate to the domestic sales of deliverables. If the document is then submitted by the Buyer, IT will correct earlier VAT tax charge.
13.2. In the case of supplies from the territory of the Republic of Poland to another Member State of the European Union, the buyer must give IT its valid identification number for intra-Community transactions, under which it operates in other states of the European Union and provide documents, clearly proving that the goods delivered by IT have been exported from the territory of Poland and delivered to the Buyer in the territory of another Member State of the European Union, i.e. in particular, the transport documents received by the carrier or freight forwarder responsible for the export of goods from the territory of Poland, which clearly show that the goods have been delivered to the place of their destination in the territory of another Member State of the European Union. In the absence of a bill of lading, which clearly shows that the goods have been delivered to their destination in another country of the European Union, the buyer is obliged to submit other documents, clearly demonstrating the delivery of goods to the consignee in the country of destination, such as documents of insurance and freight, papers proving payment for goods, confirmation of receipt of goods by the buyer in the destination country. If the buyer fails to submit these documents by the 25th day of the month following the month in which the goods were received, IT will charge the buyer with the amount of VAT tax at the rate appropriate to the domestic sales of the goods supplied. If the above documents are then submitted by the buyer, IT shall correct the earlier VAT tax charge.
14. Termination of Agreement
14.1 In the event the Buyer avoids the Agreement for reasons attributable to the Buyer, in particular, giving up the purchase, IT may charge a penalty of 20% of the gross order value.
14.2 In the event the Buyer or IT avoids the Agreement for reasons attributable to the Buyer, in particular, giving up the purchase, when the subject of the Agreement has been prepared as customized on a request of the Buyer, in addition to the penalty specified in paragraph 1 above, IT is entitled to reimbursement of all costs associated with the manufacture of the subject of the Agreement, in particular the cost of material, transportation and manufacturing and storage of the agreement subject matter.
14.3. IT’s right to avoid the agreement for reasons attributable to the Buyer, in particular, failure to pay or delay in payment (even partial) can occur until delivery of all goods or their last part.
14.4. If the damage suffered by IT exceeds the amount referred to in paragraph. 14.1 - 14.3, IT can claim additional compensation on general principles.
15. Force Majeure
15.1. Neither Party shall be liable for delay in performance or for a complete or partial non-performance of the agreement due to force majeure. In the event of a force majeure event, the Party concerned, shall immediately notify the other Party in writing of such an event and take reasonable steps to avoid its consequences.
15.2. If the force majeure lasts longer than 30 days, the parties have the right to terminate the agreement with a 30 days’ notice, in whole or in a relevant part.
15.3. The occurrence of the above circumstances related to force majeure cannot be a reason to justify a refusal of payment for goods already delivered.
15.4. If any of the circumstances related to the occurrence of force majeure affect directly the ability of a party to fulfill its obligations in a timely manner, the time specified in the Agreement for the fulfillment of these obligations shall be properly extended by a period equal to the time these circumstances take up.
15.5. Force majeure is considered to be any act of extraordinary nature, which the parties could not prevent nor foresee, in particular, riots, fires, strikes, labour disputes, armed conflicts, martial law, natural disasters, adverse weather conditions, as well as conflicts between employers and employees in their own factories and those belonging to others, machine breakdowns, acts performed by a public authority or other circumstances not caused by any of the parties.
16. Final Provisions
16.1. Any changes to these Terms and Conditions must be made in writing to be valid.
16.2. Any disputes, arising in connection with the agreement, shall be initiated
by the parties at a court with the venue for IT’s office.
16.3. In matters not dealt with either in the agreement or in the Terms & Conditions, the relevant provisions of Polish law shall be applied, in particular the Civil Code and other laws and regulations of Polish law.