General Conditions of Purchase

§ 1
 

PREAMBLE
 

1.The purpose of the present document is to ensure easier, quicker and more unified conditions of economic relations between Invest-Tech and it’s Contractors.

2. This General Trade Conditions (henceforth called GTC) are general conditions of contracts as understood by article 384 of Civil Code (Kodeks cywilny) and are applicable to contracts of: sales, deliveries and other contracts entered into by Invest-Tech Sp. z o.o. in Toruń (henceforth called IT) as a party obliged to perform delivery, services etc. with entrepreneurs conducting economic activity as natural persons, civil partnership, commercial law companies and other forms or entities as specified by law (henceforth called Customer).

§ 2

DEFINITIONS
 

1.Terms used in GTC and other documents of IT have meaning as defined in Polish Language Dictionary issued by Wydawnictwo Naukowe PWN, except terms that are clearly defined differently by those documents.

2. Below terms shall have below meaning for the purposes of GTC and contracts:

a)Commodity –  item, material, service offered by IT as part of economic activity with the exception of construction works

b)Performance deadline –means date when Commodity is ready to be handed over from warehouse to the Customer or when transport commences. Delivery date is counted in business days starting with the day after contract is concluded

c)WZ – document confirming that Commodity of specified quantity was issued by IT and accepted by the Customer. Document includes it’s number, date of issue, list of commodities. In case Customer fails to send to IT signed document WZ without justified reason and concurrently fails to notify IT about inconsitent with the Contract quantity of Commodity (subject § 13 (20)) immediatly, no later than 3 business days after delivery date, CMR confirming delivery shall be deemed as WZ. 

d)Inconsequential defect – defect, which does not makes Commodity worthless or of no use for the purpose arising from Contract. 

e)Serious injury– as defined by art. 156 § 1 of Penal Code (Kodeks Karny).

f)Commodity for special order of the Customer –  Unusual commodity for Invest-Tech Sp. z o. o. – commodity which, according to IT requires customized production (for example is of unusual size, requires special treatment) or trade transaction (for example purchase of material by IT) for individual needs of the Customer. If not specified otherwise in Contract, commodity shall be prepared and packed according to internal standards of IT or according to tehcnological standard of the producer.   

g)Business day – IT understands by business day any day from Monday to Friday that is not work-free day by law, except for the work-free days of IT. IT can inform Customer on it’s work-free days, if Customer so requests.   

h)Contract–  obligation relationship between IT and Customer that came into force based on this GTC, especially in situations marked in § 4.  For the purpose of this GTC orders confirmed byr IT shall also be deemed as Contracts. 

i)Order handling costs –  costs, that Customer is obliged to pay in case he withdraws after Commodity was packed and reserved for him, changes Contract or returns Commodity. Costs shall be specified by IT individually in each case (no more than 20% value of the subject of the Contract, but no less than 50 PLN). The above is valid only if order cancelation or return of Commodity or change of subject of Contract is possible and IT has agreed to it in document-like or written form (in case of Contracts concluded in such forms). Costs may include also other costs such as: administrative, operational, logistic, storage, transport costs as well as fees, taxes and other public levies. Should above costs exceed 20% of value of the Contracts subject, IT may agree as above after the Customer accepts to cover higher costs.

j)Standard packing - unless otherwise specified by Contract, products hall be prepared and packed conforming to internal standards of IT or technological standard of the producer. 

k)Hidden defect – defect of the product that can’t be discovered during receipt of delivery despite due diligence. Quantitative deficiencies and format defects, as well as surface defects do not constitute hidden defects. 

l)IT Representative – tradesman, assistent tradesman, commercial supervisor, customer supervisor or other person, with whom Customer engages in correspondence and cooperates while acquiring quotations or concluding and performing agreements 

m)IT and the Customer –  meaning as defined in § 1 (2) (Preamble).

§ 3
 

APPLICABILITY
 

1.The present GTC constitute integral part of contracts and are binding in their entirety to IT and Customer, unless Parties agree otherwise in Contract. All general terms of the other Party (including contract templates) are excluded.

2. Propositions made by IT, in particular commercial information and data included in catalogues, advertising brochures, Internet websites, social networks and pricelists do not constiture offer as defined by Civil Code (Kodeks Cywilny), unless it is clearly stated so in the relevant document.

3. Should IT in commercial information or offer present Customer with conditions more restrictive (for the Customer) than conditions set in GTC – more restrictive conditions shall apply. In this case GTC will be applicable in matters not regulated in the offer or commercial information.

§ 4
 

CONCLUSION OF CONTRACT
 

1. Contract as defined in this GTC is concluded in the following cases:

a)when Customer  places and order and IT confirms it’s  acceptance in a form equivalent to that used by Customer when placing the order

b)when Contract is concluded in writing,

c)in conditions as set in framework Contract, provided that such was concluded between Customer and IT 

d)when Customer places and order and IT immediately proceeds with performance of the Contract 

2. Any change to the Contract requires each time a clear acceptance by IT in the equivalent form or immediate proceedings by IT to perform the Contract on new terms.

3.Placing of the offer or commercial information, as well as placing the order by the Customer does not reserve production capacity or stock material until the Contract is concluded.

4. The Customer hereby declares that they are purchasing Commodities from IT in a conscious way and in connection to their economic activity.

§ 5
 

NATURE OF CONTRACTS
 

1.Contract can be one-time or continuous.

2.In case of continuous contracts Parties set in the Contract delivery schedule of Commodities (and how they should be divided),  in each month or other periods.

3.If the one-time order, after written change to the Contract by the Customer, exceeds quantity of Commodities set in Contract, IT can deliver this additional quantity or decline delivery of the additional quantity in whole or in part. Commodities exceeding quantity set in the Contract shall be delivered in prices determined by IT.

4.In no circumstances can lack of reaction by IT be construed as silent acceptance of conditions proposed by the Customer, unless otherwise is clearly stated in framework Contract concluded in written form. 

§ 6
 

WITHDRAWAL FROM THE CONTRACT
 

1.If Customer or IT withdraws from the Contract for reasons attributable to Customer (including Customer’s resignation to purchase item or service), IT is entitled to charge  the Customer with penalty 20% of gross value of the Contract.

2. If Customer or IT withdraws from the Contract for reasons attributable to Customer (including Customer’s resignation to purchase item or service) while subject of the Contract is  Commodity for special order of the Customer, aside of the penalty set in (1) above, IT is entitled to a refund of all costs connected to producing subject od the Contract, especially (but not limited to) costs of material, transport, costs of manufacturing, processing and storage of the subject of Contract as well as loss of profit exceeding  contractual penalty and order handling costs (which may be sought at the same time)

3.The right to withdraw from the Contract by IT for reasons attributable to the Customer, especially lack of payment or delay of payment (even partial) or loss or worsening of Customer’s ability to pay, may be exercised until the date of expiration of IT’s claims for payment or other claims arising out of Contract.

4.In case the loss suffered by IT exceeds contractual penalty as set in (1 – 3) IT may claim additional damages including loss of profits on the basis of general provisions of law. 

 § 7
 

PRICES
 

1.Unless otherwise agreed, Parties are bound by prices and terms set in the Contract.

2.Prices set as per (1) are net prices, that will be increased by applicable  tax on goods and services as well as other applicable taxes or public-law liabilities (including also for example custom duties, additional fees connected to exceeding import quotas, etc.).
 

§ 8
 

PAYMENTS
 

1.Unless Parties agreed otherwise, price shall be paid in full as prepayment before performance of the Contract is initiated, on the basis of pro forma invoice, to IT’s bank account indicated on the invoice, not withstanding provisions of § 9 (Delayed payment date). The date of payment is the date of crediting the IT bank account. Costs of processing the payment, including currency conversion costs in their entirety are responsibility of the Customer.

2.The Customer undertakes to cover for the IT all public-law liabilities which arose after placing the order along with payment for the invoice. If such liabilities arose after invoice was issued and settled, the Customer undertakes to cover them within 14 days from receving demand for payment.

3.In case of Customer’s delay in payment, IT is entitled to charge interest in the maximum amount allowed by law. IT reserves right to claim compensation exceeding above indicated interest on the basis of general provisions of law, including compensation for loss of profit.

4.If Customer’s delay with payment for already delivered Commodities exceeds 14 days, IT may suspend performance of the rest of relevant Contract, or another Contract, untill payment is done. Moreover, IT has right to suspend performance of the Contract or decline to initiate performance of the Contract if it learns that Customer is or may be unable to pay, even if this inability concerns only part of remuneration or any other fees due to IT for performance of the Contract.

5.Responsibility for consequences of IT’s suspension of performance of the Contract due to Customer’s delay with payment or financial problems of the Customer  rests solely on the Customer and can’t be transfered in any way to IT.

6.Application of sanction as described in (4) does not relieve the Customer from obligation to pay the price and collection of the Commodity, but collection of the Commodity may commence after settling of all due payments or after making a full  prepayment for the Commodity.

7.Discount for early payment must be agreed upon in separate Contract, in writting. Other arrangements shall not be biding on IT.

§ 9

DEFERRED PAYMENT DEADLINE 

1.IT may grant the Customer deferred payment deadline up to 30 days on his request submitted to the IT’s Board through commercial supervisor of said Customer.

2.Request for deferred payment deadline may be submitted after below conditions are jointly met:

1)The applicant has concluded three Contracts with IT, where payment was made before delivery or performance of service (prepayment on the basis of proforma invoice)

2)The applicant has concluded next three Contracts with IT, where payment was made within 14 days from  date of issuing invoice, in compliance with payment deadline indicated on the invoice.

3.Any exception to conditions for granting deferred payment deadline is possible only with express approval of IT’s Chairman of the Board.

4.Failure to meet payment conditions by the Customer will result with loss of the deffered payment deadline. Performance of the next Contract will require conditions set in (2) point 1 and 2 to be fulfilled once again.

5.IT has right to change or withdraw deferred payment deadline on it’s own discretion, in case of unfavorable history or payment situation of the Customer.

§ 10 

FOREIGN SALES, TAX ON GOODS AND SERVICES

1.If Customer who has his registered office outside of the territory of Republic of Poland (foreign recipient) collects Commodity and transports or ships it to third country (outside European Union), he is obliged to submit to the IT copy of the document  as required by provisions of tax law, in which authorities specified in customs law have confirmed that Commodities complying with the Contract were shipped outside European Union. 

If such a document is not submitted by the Customer to IT by 25th day of month after the month when goods were collected, IT will charge the Customer with value of tax on goods and services (VAT) as if the delivered goods were subject to domestic sale. If the document is then submitted, IT will amend the charge.

2.In case of delivery from territory of Republic of Poland to another member state of the European Union, the Customer should submit to IT his valid indentification number for intra community transactions, which he uses to conduct activity in European Union member state other than Republic of Poland, and submit documents unequivocally confirming that Commodities delivered by IT have been exported from the territory of Poland and delivered to the buyer on the territory of another member state of European Union, in especial:
shipping documents received by the carrier or forwarder responsible for export of Commodities from the territory of Poland clearly stating that Commodities were delivered to destination place on the territory of another member state of the European Union. In the absence of bill of lading that clearly shows the Commodities were delivered to destination place on the territory of member state of European Union other than Poland, the Customer is obliged to submit other documents clearly confirming delivery of Commodities to recipient in the country of destination such as: documents concerning insurance and freight, documents confirming payment for Commodity, confirmation of collection of Commodities by the buyer in the country of destination. If the Customer does not provide the above mentioned documents by 25th day of month after the month when Commodities were collected, IT will charge the Customer with the value of tax on goods and services (VAT) as if the delivered goods were subject to domestic sale. If the above mentioned documents are then submitted by the Customer, IT will amend the charge.

§ 11

PRECAUTIONS

1.IT may subject performance of the Contract on it’s every stage to receiving guarantees of payment from the Customer and on his cost. Such a guarantee must must be firstly accepted in writting by IT and in especial may take form of surety, bill of exchange surety, letter of credit, mortgage, transfer of title as security, registered pledge, bank or insurance guarantee or cash deposit

2.Payment guarantee as above must entail unconditional payment on IT’s first demand no later than 7 days after such demand is notified or other conditions relevant to the agreed form of payment guarantee. Written acceptance of IT does not release the Customer from obligation to make payment guarantee complying to this GTC on his own cost.

3.In the event of revision to the conditions of the Contract, the Customer is obliged to make on his own cost payment guarantee previously accepted by the IT in the form revised to reflect the revisions in the Contract no later than 7 days since they were made.

4. If value of the guarantees exceeds the guaranteed dues, including incidental dues, in especial interest, costs or other dues arising out of the Contract by more than 10%, IT will release the exceeding guarantees at its own choice, on the demand and cost of the Customer.

§ 12

OWNERSHIP OF COMMODITY

1.Until all dues for the given delivery of Commodities are paid in their entirety, those Commodities shall remain property of IT. IT reserves the right to transfer its rights against the Customer under Contract to a third party as regulated in the Civil Code, without the Customer’s consent.

2.In the event the Commodity as defined in (1) was used or processed by the Customer,  or combined or mixed with other goods in such a way that the restoration to the previous state would involve excessive difficulties or costs, IT shall be deemed to become a co-owner of the new item or property arising from processing, combination or mixing. Shares in joint ownership are determined according to the ratio of value of processed, combined or mixed items.

3.Sale or other tranfer of ownership of the Commodity by the Customer before all dues are paid shall be ineffective against IT.

4.In the event of Customer’s delay with payment for delivered Commodity, IT may on it’s own discretion and notwithstanding other provisions of this GTC:

a)demand return of delivered Commodities for which dues have not been paid along with Customer’s obligation to cover costs of storage, delivery and administrative costs

b)demand return of item resulting from processing, combination or mixing along with Customer’s obligation to cover costs of restitution of the Commodities to the previous state or compensation for reduction in the value of the Commodity;

c)demand payment of the full price of the Commodities along with maximum statutory interest for delay and possible costs of processing the order. 

5.Should IT demand return of delivered Commodities, the Customer is obliged to return delivered and not paid for Commodities on his own cost and risk within 14 days from the issuing of demand. Costs of returning the Commodities include especially costs of loadind, transport and unloading at a place specified by IT and costs of processing the order. If the Commodity turns out to be of reduced value, especially it has been damaged, modified, processed, has traces of use or has been built in, IT may on its own choice decide to change method of Customer’s performance, taking into account the provisions of § 12 (2).

6.IT may exercise its rights under (5) also when, after concluding Contract it is highly probable that dues arising from the Contract with the Customer are at risk due to Customer’s inability to pay or deterioration of his situation, regardless of the moment when IT becomes aware of Customer’s inability to pay or deterioration of his situation.

§ 13

PERFORMANCE OF DELIVERY

1.Timely implementation of the Contract will commence provided IT possess Commodities ordered by the Customer. Should implementation of the Agreement in the agreed upon time prove impossible because of lack of ordered Commodities on IT’s stock, IT will execute the order without delay after purchasing or producing Commodities covered by the Contract or at another time agreed by the Parties.

2. Unless otherwise agreed in the Contract, delivery will commence through a carrier or forwarder chosen by IT. Delivery address is the address stated byt the Customer in the Contract. If the Customer does not state delivery address in the Contract, IT may deliver goods at its own discretion to one of the below places:

a) to any place, where the Customer conducts his activity;

b) to Customer’s address indicated in the Register of Entrepreneurs or in the register of business activities;

c) to a place of previously made deliveries.

3. The deadline for the performance of the Contract begins at the moment of order confirmation by IT or signing of the Contract in the written form, if all the details of the order have been agreed upon in the Contract and the Customer has fulfilled all his obligations, especially submitted official certificates (if required due to the nature of the Contract) and submitted agreed security measures and guarantees to IT.

4. Failure to meet delivery date by IT may entitle the Customer to withdraw from the Contract in writing with justification (under the pain of no legal effect) only after prior setting IT new delivery period at least 30 business days long.

5. In case of delay, IT may be liable under provisions of § 18 for damages incurred by the Customer due to delay in delivery. In case of delay IT shall immediatly inform customer about predicted delay time. The Customer shall immediately, not later than 14 days after becoming aware of delay, inform IT about estimated damages due to delay, under the pain of losing his rights to pursue claims in this respect. The Customer is obliged to make efforts to contain and limit the damages. If Customer, after written arrangement with IT makes purchase to limit the damages in performance of the delayed Contract, IT shall refund notified and documented additional justified costs of purchase to the Customer to compensate for the damages, as well as proven damages that arose in connection to delay in delivery, reduced by the remuneration that Customer would have paid IT if there was no delay. Should Customer fail in his obligation to limit and contain the damages in accordance with (5), IT’s liability for damages due to delay will be limited to the amount of damages that would be incurred by the Customer had he fulfilled his obligations in accordance to (5).

6.Any deadlines indicated in quotations, trade information, price lists, advertisements, materials posted on social media as well as Internet websites etc. are counted in business days beginning with the day after the date of concluding the Contract and constitute deadline for the Commodity to be prepared to be released to the Customer from the warehouse or to commence transport, unless clearly stated otherwise. In case of doubt it is understood that day of preparing the Commodity for release or commencing transport in a given week of the calendar year may be any business day of a given week.

7.If transport is organized by IT, IT determines transport route, means of transport and forwarder or carrier, subject to § 13 (9).

8. In the event that Contract determines route to the delivery place as set in the Contract and transport by such route in foreseeable time proves considerably more difficult or impossible due to circumstances not attributable to IT, IT may deliver Commodities by another route or to another place. Any additional costs related are responsibility of the Customer.

9. The Customer is obliged to enable acces to delivery place via national or international roads that do not have any restrictions. In the event transport by roads of lower category is necessary, the Customer will, by himself and on his own cost, acquire all necessary permits, approvals etc. (especially in case of restrictions concerning tonnage, size or volume).

10. IT may insure Commodity on Customer’s cost only on his explicit written demand or on the basis of provisions of the Contract, on the terms set in insurance conditions as offered by the carrier that delivers given Commodity.

11. IT will pack Commodities in a way enabling their transport to the place of delivery. Costs of packing and other protection measures are responsibility of the Customer, unless otherwise is clearly stated in Contract.

12. IT is permitted to perfrom partial deliveries.

13. If Customer collects Commodity on his own, under provisions of the present paragraph, all burdens and risk of damage to Commodity or its loss are transferred to the Customer at the moment when Commodity is presented for collection or when Commodity (or any part thereof) is loaded if Contract clearly statest IT’s obligation to load. 

In case loading is being done by IT, the Customer is obliged to specify how any and all cargo parts are to be placed in the vehicle and to safeguard the Commodity in such a way as not to exceed allowed pressure on any axis of the vehicle, to ensure means of transport comply with provisions of law, and to make it impossible for Commodity to move or be damaged during transport and associated activities. Furthermore the Customer shall notify IT a day before planned collection date about the vehicle as well as information and data necessary to identify the driver, along with information if driver possesses permits required to drive the vehicle. Such notification shall be send to e-mail addres logistyka@invest-tech.pl and to e-mail address of relevant IT’s representative.

14. If Contract stipulates that Customer will collect Commodities for given delivery, collection shall take place directly after IT notifies Customer of its readiness to hand over Commodity. Collection shall take place on facility chosen by IT, customs depot, port or IT’s stock or other place chosen by IT. Costs of collection shall be borne by Customer.

15. If not agreed otherwise, Customer shall collect the order immediately, but not later than 3 business days after being informed of its readiness for collection.

16.If collection is not made be the Customer, does not take place within time limit set in the Contract, or is incomplete due to circumstances not attributable to IT, then IT is entitled to, at its choice, deliver Commodity without waiting for its collection by the Customer and on Customer’s expense or to store Commodity on Customer’s cost and risk and to issue VAT invoice for the aforementioned activities. Storage of the Commodity may be outsorced to a third party on cost and risk of Customer.

17.In the event described in § 13 (15), notwithstanding other rights under GTC or Agreement, IT is entitled to issue VAT invoice to the Customer for fulfillment of the Contract, as the Commodity was ready for collection by the Customer.

18.If Customer withdraws from the order (provided IT’s prior consent), he shall be obliged to cover order handling costs. 

19. Commodity may be handed over by the following types of units of measure and weight:

a)by weight (kg/tons): total weight is determined by weightnig done by IT or its suppliers. The value of Commodity is determined according to the actual weight of Commodities, unless otherwise was clearly agreed. If legally permitted, actual weight may, at IT’s choice, be determined normatively without weighing. The Commodities are handed over according to the actual weight indicated in the W/Z document.

b)by quantity in pcs: Commodities are handed over in quantity by pcs, according to actual quantity indicated in the W/Z document.

c)by length (metres or millimeters): Commodities are handed over in agreed upon measure unit according to actual length indicated on the W/Z document.

20. Due to specifics and nature of offered Commodities, actual quantity may differ by +/-15% in IT’s favour compared to the quantities indicated in the order, to which Customer irrevocably consents at the moment of concluding the Contract. 

§ 14
 

Collection proceedings
 

1. Commodity will be handed over on the basis of dokument W/Z.

2. Customer shall examine Commodity immediately after he has received it for quantity and visible defects of Commodity or package (including damages that occured during transport).

3.In case of discovery of defects as mentioned in § 14 (2), Customer shall immediately note appropriate comments on document W/Z and notify IT’s Representative (responsible for accepting the order) through e-mail. If comments prove too numerous to note in the W/Z document,  the Customer should prepare appropriate protocol with person delivering or hading over Commodity.

4. If Customer has failed to determine a defect in Commodity under given delivery during collection due to lack of inspection or failure to perfrom inspection with due dilligence, his right to demand removal of defects is waived. Failure to notify about any remarks and to note them on the document WZ or protocol by the Customer, shall be deemed as a confirmation of lack of defects mentioned in § 14 (2).

5. Customer is not allowed to refuse to accept Commodity under the Contract, if defect is non-essential. 
 

§ 15
 

Changes to the Contract, cancellation of performance of the Contract, returns
 

1.Returns of delivered full value Commodities are not possible, unless IT gives its written consent. Submitting a request for return of Commodity is not possible after 7 days from delivery date.

2. In order to apply for consent to return Commodity, suitable written request should be submitted to IT’s Representative along with justification

3. IT reserves right to, without bearing any consequences and costs, revoke previous consent, if IT determines defects or shortages of Commodity, after it is returned to IT, within 10 business days after Commodity was delivered to IT. IT reserves right to perform inspection of the quality and quantity of Commodity on Customers’s cost.

4. Any costs associated with returns, as well as costs associated with collection of Commodities from IT in situation described in § 15 (3), shall be borne by Customer.

5.Returned Commodity can’t bear signs of use, mechanical damages, alterations or modifications, any ingerention in the structure of material or any other damages lowering value. Furthermore it shall be possible to identify Commodity as originating in IT.

6.Return of  defective Commodities shall be carried out under provisions of § 19 Claims Procedure.

7. Change to the subject of the Contract or its other provisions, as well as cancellation of performance of the Contract on the Customer’s request is possible only after IT’s explicit prior consent. In such case  Customer shall borne order handling costs. 

8.In case of final acceptance of the return of Commodity or consent to change scope of Contract or IT’s consent to withdraw from performance of the Contract on Customer’s request, the settlement will be made as follows:

a) Firstly, parties shall set off settlements under other orders

b)Should set off be impossible, IT will make a refund no earlier than on a date indicated on the credit note. 

§ 16

Quality of Commodities

1. Quality and measures are determined according to common norms, and if there are none – according to commercial custom. Quality, measure or weight deviations are allowed to the extent specified in norms or commercial custom.

2. Unless quality requirements for the Commodity were specified in Contract, it is deemed that Commodities and tolerances should be in compliance with norms used by IT and IT’s suppliers according to the current stock.

3. Commodity is complying with the Contract if at the time of risk transfer to the Customer it does not differ, or differs insignificantly from specification agreed by the Parties. Compliance to the Contract shall be determined only against unambiguous norms regarding quality and quantity for ordered Commodity, and if there are no such norms – against norms and rules customary applied by IT. IT may be liable for specific purpose of application or specific suitability only insofar as was explicitly agreed and confirmed by IT. In other cases risk of suitability and applicability shall be borne only by the Customer.

In especial, IT shall not be liable for any deterioration or damage to the Commodity as a result of invalid use by the Customer after transfer of risk to Customer. 

§ 17
 

Quality warranty
 

1.IT grants to Customer 16-month period of quality warranty, beginning with day of delivery of Commodity or any part thereof, unless IT explicitly indicated other warranty period in the Contract or other warranty document. Each warranty is granted under provisions of § 17.

2.Should Commodity defect occur, IT may on its own choosing: remove the defect or deliver to the Customer Commodity free of defects or to consent to Customer removing defect on IT’s cost (justified and necessary costs only) after prior acceptance of liability and cost estimate. The above should take place within an organizationally, technically and logistically justified period.

3.If IT fails to uphold its obligation under § 17 (2), Customer will be entitled to, after prior notification and setting IT period of at least 14 days after effective delivery of notification to IT, remove defect on its own and to charge IT with justified and documented expenses n this respect or to demand price reduction, or in case of legal defect – demand price reduction or withdraw from the Contract.

4.IT may decline to remove defect or to replace the Commodity, if disproportionate costs apply, especially when direct costs of defect removal including costs necessary for this purpose, exceed 80% of final net price for the Commodity.

5.In case of Commodities sold as defective material, Customer is not entitled to any claims in respect of defects, that are to be expected from this kind of Commodities.

6.Warranty does not cover Commodities, that were altered, modified, build in, used contrary to their purpose, stored, used, secured or conserved in a way inappropriate for this kind of Commodities, mechanically damaged (including as a result of forces of nature), were in contact with carbon steel.

7.For its effectiveness, notification of a claim arising out of quality warranty should be done by the end of warranty period, as specified in § 17 (1). In case of detailed requirements for notification of a claim, arising out of quality warranty, § 19 shall apply accordingly. 
 

§ 18
 

Limitation of Liability
 

1.Unless otherwise specified in this GTC or Contract, IT shall be liable for damages for breach in essential contractual obligations only in case of IT’s intent or gross negligence. In other cases IT’s liability is excluded. 

In particular, IT shall not be liable for costs of replacing Commodity (liability for replacing Commodity is restricted to the amount covered by IT’s civil liability insurance, to the extent Insurance Company has assumed liability), lost profits, consequential damages and indirect damages, contractual penalties and compensation that Customer was obliged to pay, as well as for any inability to use  the Commodity by the Customer nor costs of downtime of production, devices, machines or transport on Customer’s side. IT shall not be liable for unloading of Commodity nor any other damages where IT is not at fault.

2. The above limitation of liablity shall not apply when IT’s action or neglect results in loss of life or severe loss of health or severe bodily injury, but only to the extent of liability for this matter.

3. Any liability of IT based on implied warranty, warranty, guaranty, etc. is excluded unless otherwise clearly stated in this GTC.

§ 19
 

Complaint prodecure
 

1. Claims resulting from defects mentioned in § 14 (2) shall be examined only if request for the removal of defect was made immediatly, no longer than within 2 business days from given delivery. The Customer must notify about hidden defects immediatly after they were discovered, no later than within 5 business days from discovery, by the end of liability period as agreed in Contract or set by relevant law statues.

2. Complaint will be examined on the condition complaint form was send to IT on e-mail address reklamacje@invest-tech.pl and also to the IT’s representative who has accepted the order. Complaint form must provide clear identification of the Commodity as originating from IT and include:

- IT’s order no. (no. of order confirmation) or IT’s VAT Invoice no. or IT’s WZ document no.;

- name and quantity of the Commodity;

- detailed description og the defect/ shortage;

- evidence supporting existence of defect/shortage (digital photos or results  of tests/measurments)

3. The Customer should, under risk of being overlooked, along with complaint notify of his justified expectations regarding resolution of the problem, in accordance with range of the complaint form.

4. When notifying of complaint, the Customer should immediatly enable IT to make control of the Commodity and connected documents on a date set out by IT. Customer must immediatly secure the Commodity from suffering further damage or from loss of value.

On IT’s request the Customer shall provide the Commodity or it’s sample on IT’s cost. In case of unjustified complaints IT may charge the Customer with transport, transhipment and handling costs as well as quality control costs in particular tests and inspection costs. Unjustified refusal to provide documents or the Commodity for inspection shall result in rejection of complaint on Customer’s fault.

5. IT should respond to complaint within 10 business days from receiving complete complaint form. If complaint can not be settled within above mentioned term, IT will inform the Customer of the prolongation of the term, however not longer than 30 business days after receiving complete and correct complaint. 

6. Lack of response form IT in terms set in § 19 (5) does not constitute acceptance of the complaint and can not be used as a grounds to pursue claims on the matter.

7. IT shall decide on the way in which particular complaint is to be examined and response given. Should complaint be accepted, IT will choose how to solve the problem. IT is not bound by Customer’s request but may choose to honor it.

8.Should complaint be rejeceted in full or in part, the Customer has right to object to IT’s decision within 5 business days from receiving IT’s response.

9. Objection must be notified as described in § 19 (2), and additionally include:

- date and no. of IT’s decision it objects to;

- concise presentation of allegations againt IT’s decision;

- justification for the objection.

10. IT shall respond to the objection within 15 business days from the date objetion was effetively put forward by the Customer.

11. Objection made after the deadline or incomplete will be deemed as if it was not made at all. IT will notify Customer of such an occurance within term described in § 19 (10). Failure to object will be unequivocal with Customer’s acceptance of IT’s decision without reservations.

12. Complaint nor objection does not entitle Customer to suspend payments for deliveries or services without IT’s clear written consent.

§ 20
 

Force Majeure
 

1. Neither Party shall be liable for delay in performance nor for total or partial non-performance of the Contract due to force majeure. In case of force majeure, affected Party shall immediatly notify the other Party, if possible in writting or electronically but retaining document-like form, of such an occurance and endeavour reasonable actions to avoid it’s consequences.

2. Parties are entitled to terminate the Contract in full or in relevant part, provided that force majeure persists longer than:

a) in case of Commodity on special order – 120 days

b) case of other Commodity – 30 days

3. Above mentioned circumstances connected to force majeure can not be considered a valid cause justifying refusal of payment for already delivered Commodities or Commodities delivered after force majeure subsided, unless event described in § 20 (2) has transpired.

4. Should any circumstances connected with occurence of force majeure directly affect Party’s ability to perform it’s contractual duties in due time, time set in Contract for performance of those duties will be prolonged for a duration equal to duration of said circumstances.

5. As force majeure shall be deemed any extraordinary circumstances which Parties could not prevent and predict, especially riots, fires, strikes, road blockades, collective disputes, military conflicts, martial law, state of epidemic, state of epidemic threat, extraordinarily bad wheather condtions, terrorists attacks, cyber attacks, crime (including International crime or crime on water or in the air), as well as breakdowns of vehicles or machines of IT or of IT suppliers’ or IT service providers’, activities in exercising public power and other extraoridnary circumstances without any Party’s fault and impossible to forsee be any Party that have substantial and real influence on the performance of contractual duties.

§ 21

Final provisions
 

1. Any changes to the GTC must be published on IT’s website under pain of being invalid.

2. In case of dispute on the performance of the Contract, Parties shall endeavour to achieve amicable resolution (by which should be understood for example a demand for voluntary performance of contract). Should achieving amicable resolution prove impossible or substantially difficult, Parties will direct the dispute to ordinary courts. Competent court will be in each case ordinary court applicable by IT’s registered office.

3. Failure to exercise IT’s rights on the basis of this GTC, is not and can not be construed as a waiver of possibility to exercise them in the future.

4. Any limitations to contractual penalties, order handling costs or any other limitations set in this GTC do not exlude nor limit IT’s rights to pursue claims of higher value than those limitations, up to actually sustained damages (including loss of profits as well as indirect and direct losses).

5. In the event of conflict of any provisions of this GTC with mandatory provisions of laws of Republic of Poland or European Union, other provisions will remain valid. Void provisions will be replaced by generally applicable provisions of law, however they shall be interpreted in a way that is most compatible with the original intent of IT to the fullest extent possible.

6. In cases not regulated by Contract and this GTC, relevant provisions of Polish law shall apply, in partcular provisions of Civil Code and other generally applicable provisions of Polish law.

7. In case of any divergence between Polish and English version of this GTC, Polish version shall prevail.