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General Terms & Conditions of Sale

Bytom 30.06.2023

 

 

GENERAL TERMS AND CONDITIONS OF SALE
Abisal sp. z.o.o.

 

I. Definitions

The following terms used in these General Terms of Sale, hereinafter referred to as the Terms, shall be understood as:

  1. Seller - Abisal sp. z.o.o.;
  2. Buyer - a legal person or a natural person who is not a consumer, purchasing the Goods from the Seller;
  3. Goods - goods/goods being the subject of sale by the Seller;
  4. Enquiry - the Buyer's written enquiry addressed to the Seller in order to receive the Seller's offer;
  5. Offer - a written declaration of the Seller submitted to the Buyer in response to a Request for Proposal, constituting an offer within the meaning of Article 66 of the Civil Code;
  6. Order - the Buyer's written statement of acceptance of the Offer;
  7. Order Confirmation - the Seller's written statement confirming the conclusion of the Contract and its terms;
  8. Contract(s) - the contract for sale of Goods, concluded between the Seller and the Buyer in any written manner;
  9. Parties - the Seller and the Buyer;
  10. Written form - available means of communication: e-mail, post.

 

II. General provisions

  1. The Conditions regulate the rights and obligations of the Parties to the Contracts and constitute their integral part.
  2. The Conditions apply to the sale of Goods in the territory of the Republic of Poland.
  3. By purchasing the Goods, the Buyer agrees to the application of the Conditions. Any verbal information or clarifications coming from the Seller must be confirmed by him in writing to become binding. The invalidity or exclusion, also contractual, of any provision of the Conditions shall not cause the invalidity or exclusion of the remaining provisions of the Conditions.
  4. The Terms and Conditions shall apply to all Contracts where the Buyer is not a consumer, unless otherwise provided by mandatory legal provisions or individually agreed provisions of the Contract.
  5. In case of discrepancies between the provisions of the Conditions and the Contract, the provisions of the Contract shall prevail.
  6. The Seller shall not be bound by any purchase conditions applied by the Buyer.
  7. Information provided by the Seller in any form or form, in particular advertisements, announcements and price lists shall not constitute an offer within the meaning of the Civil Code, but constitute an invitation to place orders and conclude a Contract.
  8. The photographs and any documentation provided to the Buyer by the Seller are intended solely for the use of the Buyer and may not be reproduced or made available to third parties without the express consent of the Seller.
  9. The photographs contained in the catalogues and on the Seller's website are for illustrative purposes only and may not be used as a basis for design.
  10. Obvious mistakes, printing, typographical or calculation errors in the drawings and any documentation provided to the Buyer by the Seller shall not constitute grounds for any claims by the Buyer.

 

III. Conclusion of Contract.

  1. The Contract shall be concluded in particular by:

a. delivery of an Order Confirmation by the Seller to the Buyer in response to a written Order placed by the Buyer upon receipt of an Offer;

b. conclusion of the Contract in writing by persons authorised on the part of the Seller and the Buyer;

  1. issuance of the Goods to the Buyer by the Seller on the basis of an invoice.
  1. The Parties exclude the application of Article 682 of the Civil Code.

 

IV. Price .

  1. Upon the Buyer's request, the Seller will inform the Buyer about the current prices of the Goods.
  2. In the case of conclusion of the Contract in the manner specified in Chapter III pk1 letter a), i.e. by confirmation of the Order by the Seller, the Goods are sold at prices valid at the Seller's at the time of placing the Order.
  3. In the case of conclusion of the Contract in the manner specified in Chapter III pk1 lit. b) and c), the sale of the Goods takes place at the price specified in the Contract or in the invoice.
  4. The prices indicated by the Seller are net prices - they do not include VAT, as well as shipping and packaging costs. At the Buyer's request, the Seller may specify these costs.
  5. With the Seller's consent expressed in writing, which also means issuing an invoice, payment of the price together with any additional payments may be made on a deferred date from the date of receipt of the Goods.
  6. If payment of the price is to be made on a deferred date, the Seller may request the Buyer to provide security for payment, in particular in the form of:
    • prepayment;
    • a blank promissory note together with a promissory note declaration;
    • surety
    • a bank or insurance guarantee securing the payment of the sale price and the costs of Goods delivery.
  7. If the price of the Goods has been established as an equivalent of a specified amount in a foreign currency and in the course of performance of the Contract there has been a change in the value of this currency in relation to the Polish zloty, payment will be made at the average exchange rate announced by the President of the National Bank of Poland and binding as of the date of issuing an invoice by the Seller.
  8. The moment of payment of the price shall be the moment at which the entire amount due may be used by the Seller, in particular, such moment shall be the moment of crediting the Seller's bank account (actual payment of the amount due).
  9. In the event of a delay of the Buyer with payment of the price for the Goods, the Seller may charge interest at the statutory rate.
  10. In the event of a delay of the Buyer in paying the price beyond the date specified in the invoice, the Seller shall be entitled to withdraw from the Contract without setting an additional date (Article 492 of the Civil Code).
  11. In the event of a delay of the Buyer with payment of the price for the Goods sold, also other receivables of the Buyer towards the Seller shall become immediately due upon receipt by the Buyer of relevant notice from the Seller. In addition, in the case of the Buyer's delay in payment of amounts due for the sold Goods, the Seller may, at his discretion:
    • refuse to issue other Goods not yet issued to the Buyer, also in the case when the obligation to issue these Goods resulted from a Contract other than the one whose terms of payment have not been met, or withdraw without setting an additional deadline from other Contracts concluded with the Buyer;
    • claim compensation for the resulting damage.
  12. It is not permissible for the Buyer to deduct his receivables from the Seller with mutual receivables of the Seller from the Buyer resulting from the Contract or related to non-performance or improper performance of the Contract, unless the Buyer's receivables have been adjudged with a final and binding verdict.

 

V. Performance of the Contract, Delivery and Acceptance of the Goods

  1. The place of delivery of the Goods is the Seller's warehouse.
  2. The Buyer may at any time obtain information on the current stage of performance of the Contract.
  3. Risk of accidental loss, damage or destruction of the Goods shall pass to the Buyer upon their delivery to the Buyer. This shall also be the case when partial deliveries are made and when the Seller has assumed an obligation to perform other services, e.g. shipping or assembly of the Goods.
  4. At the Buyer's request, the Seller may insure the consignment with the Goods at the Buyer's expense against theft, burglary, damage during transport, against fire and water ingress and other insurable risks. If shipment of the Goods is delayed due to circumstances attributable to the Buyer, the risk referred to above shall pass to the Buyer from the date of the Seller's readiness to dispatch the Goods. At the Buyer's request and expense, the Seller shall in such a situation insure the Goods ready for dispatch to the Buyer.
  5. In the event that the Buyer delays taking delivery of the Goods, the burdens associated with the Goods and the risk of accidental loss or damage shall be transferred at the moment the Goods are placed at the disposal of the Buyer in the Seller's warehouse.
  6. Upon taking delivery of the Goods, the Buyer is obliged to examine their condition.
  7. If any inconsistencies of the Goods with the Contract are found upon acceptance of the Goods, the Buyer is obliged to inform the Seller thereof in writing within 2 working days from the date of acceptance of the Goods, under pain of later claims in this respect.
  8. The Seller reserves the right to withdraw from the Contract if the Buyer fails to take over the Goods within the additional time limit set by the Seller.
  9. The Buyer may neither refuse to accept the late delivery of the Goods nor withdraw from the Contract, subject to paragraph 10.
  10. If the Seller delays the delivery of the Goods by more than 2 weeks, the Buyer, together with the Seller, shall set a new delivery date.

 

VI. Exclusion of Seller's liability

  1. The Seller's liability for non-performance or undue performance of the Contract shall not include the actual losses incurred by the Purchaser and the benefits lost by him.
  2. The Seller shall also not be liable for any damage resulting from improper selection of Goods, their improper use or use contrary to their intended use or operating and maintenance instructions.
  3. In any case, the Seller's liability for any damage not covered by the exclusion shall be limited to the Buyer's actual loss, not exceeding the amount of 100% of the net order value, and this limitation shall not apply to damage caused by intentional fault.
  4. The Seller shall not be liable for non-performance or undue performance of the Contract, including delay or late performance if such non-performance or undue performance of the Contract is due to force majeure.
  5. It is agreed that "force majeure" shall mean any circumstances as a result of which the performance of the Contract by the Seller is impossible or disproportionately costly in relation to the value of undelivered Goods, in particular caused by:
    • strike;
    • lack of supply or delays in supply of: products, raw materials, materials and services necessary for performance of the Contract;

 

  • war, rebellion, insurrection;
  • natural disaster
  • disruption of transport;
  • epidemic and/or pandemic.

 

VII. Warranty

  1. The Seller's liability for defects in the Goods under warranty is excluded.
  2. The Seller gives warranty for the Goods for the period of one year from the date of its delivery to the Buyer, unless the warranty terms and conditions attached to the product state otherwise.
  3. The guarantee is valid and applicable only in the territory of the Republic of Poland. Further sale of the Goods by the Buyer outside the territory of the Republic of Poland voids the guarantee.
  4. In the case of physical defects of the Goods disclosed during the guarantee period, the Seller shall be obliged to remove the physical defects of the Goods or to deliver Goods free from defects, at the Seller's choice, to the Buyer.
  5. The Seller shall only be liable for defects that have arisen during proper use of the Goods. In case of doubts, the proper use of the Goods is considered to be the normal use of the Goods in accordance with the conditions specified by the Seller. The Seller is not liable for damage to or destruction of the Goods if it has occurred as a result of improper use and/or improper installation, maintenance or storage, as well as in the case of repair or modification of the Goods made outside the service points designated by the Seller, unless they have been made with the prior consent of the Seller. The Seller is not liable for damage or destruction of the Goods resulting from improper operation, and degradation caused, inter alia, by atmospheric factors, etc,
  6. The warranty also does not cover damage to the Goods which has arisen as a result of:
    • normal wear and tear of the Goods;
    • accidental event, acts of God and vandalism.
  7. The guarantee, if its validity is confirmed, is fulfilled in the form (at the Seller's discretion) of: repair of the Goods free of charge, delivery of spare parts, replacement of the Goods complained about with new ones or with other goods of the same technical parameters. Settlement of the complaint in the manner described above excludes the possibility to claim further compensation and claims for acceptance of the complaint.
  8. If it turns out that it is impossible to remove defects of the Goods, the Seller undertakes to return to the Buyer the equivalent of the defective elements or parts and if, due to defects of the Goods, it is not possible to use them as intended, he undertakes to return the price for the Goods. The Buyer shall not be entitled in such a case to claim reimbursement of the costs of repair, adjustment or replacement.
  9. The Seller shall not be liable for any damages incurred by the Buyer as a result of failure or malfunction of the Goods, during the guarantee period and after the guarantee period.
  10. This warranty does not cover lost profits due to defects in the Goods or compensation for damages arising outside the Goods.
  11. The Seller's liability for damages due to defects in the Goods is limited only to the actual loss arising in the Goods themselves, and any other liability, i.e. other direct or indirect damages and losses, including liability for lost profits, downtime costs is excluded.
  12. In order to make use of the Guarantee, the Buyer is obliged to notify the Seller of a defect in the Goods within 7 days of the defect becoming apparent. The notification should be made in writing. The notification should include a description of the circumstances in which the defect manifested itself.
  13. If necessary, the Buyer is obliged to provide the Seller with any assistance in order to properly assess the defect of the Goods and determine the manner of its rectification.
  14. Upon receipt of a notification of a defect, the Seller decides on the manner of processing the complaint.
  15. The Goods under complaint should be properly protected for the time of transport.
  16. The Seller shall not be liable for destruction or damage to the Goods resulting from improper packaging or protection of the Goods by the Buyer.
  17. In the case of acknowledging the validity of warranty claims, the costs of transport of the Goods in the territory of the Republic of Poland shall be covered by the Seller. In cases when a defect in the Goods has arisen due to the fault of the Buyer, or is not covered by the guarantee, the costs of transport of the Goods shall be borne by the Buyer.
  18. The Seller may, for the duration of complaint handling, deliver to the Buyer Goods of similar technical parameters, if he has at his disposal an equivalent or substitute of such Goods.

 

VIII. Reservation of title to the Goods

  1. The Goods delivered under the Contract shall remain the property of the Seller until the Price is paid in full. The right of ownership and the related entitlement to demand the release of the corresponding Goods, does not exclude the Seller's claims for losses and/or lost profits.

 

IX. Trade Secret

  1. Any information concerning the Seller's business that is not publicly known, as well as the provisions of the Terms and Conditions and the Contract, are confidential and constitute a trade secret of the Seller within the meaning of Article 11 of the Act on Combating Unfair Competition of 16 April 1993 (Journal of Laws No. 47, item 211, as amended).
  2. The Parties agree that they will not disclose confidential information to third parties or use it for purposes other than the performance of their obligations under the Terms and Conditions and the Agreements. The Buyer shall take all reasonable steps to prevent the disclosure of confidential information.
  3. If the Buyer is required by mandatory provisions of law to disclose any information relating to the Seller's business, the Buyer shall notify the Seller and cooperate with the Seller to eliminate or minimise the adverse effects of such disclosure. This obligation shall bind the Buyer for a period of three years from the date of purchase of the Goods by the Buyer. After that period, confidential information will be protected under generally applicable laws, including Article 11 of the Act on Combating Unfair Competition of 16 April 1993 (Journal of Laws No. 47, item 211).
  4. Without the Seller's written consent, the Purchaser shall not use the name, trademarks or trade names of the Seller or refer to business relations with the Seller for any purpose.

 

X. Status of the entrepreneur

  1. Abisal sp. z o.o. has the status of a medium-sized entrepreneur within the meaning of Article 4(6) of the aforementioned Act and Annex I to the Commission Regulation (EU) No 651/2014 of 17 June 2014 declaring certain types of aid compatible with the internal market in application of Article 107 and Article 108 of the Treaty.

 

XI. Final provisions

  1. In matters not regulated in the Terms and Conditions, the provisions of the Civil Code shall apply.
  2. If the Buyer has a registered office or place of residence outside Poland, the provisions of Polish law shall apply to any matters not provided for in the Terms and Conditions.
  3. The common court in Bytom shall have territorial jurisdiction to settle any disputes arising in connection with the sale of Goods under the Terms and Conditions.
  4. The possible ineffectiveness of individual provisions of the Terms shall not affect the effectiveness of the remaining provisions.