General Terms and Conditions of Sale and Delivery
I. Definitions
- The term ‘GTCSD’ or ‘Terms’ means these General Terms and Conditions of Sale and Delivery.
- The term ‘Goods’ means any product ordered or sold by ‘JASKOT’ T. Jaskot G. Jaskot General Partnership with its registered office in Siekierczyn.
- The term ‘Seller’ means ‘JASKOT’ T. Jaskot G. Jaskot General Partnership with its registered office in Siekierczyn
- The term ‘Buyer’ refers to any domestic or foreign entity that orders or purchases merchandise from the Seller.
- The term ‘Party’ or ‘Parties’ refers to the selling or buying party together.
II. General terms
- The following terms and conditions shall apply to any order for the goods and to any sale and delivery transaction for the goods between the seller and the buyer.
- Any changes to the terms and conditions or additional agreements regarding the order for the goods or the sale and/or delivery of the goods shall require the written consent of the seller.
III. Contract conclusion
- Catalogues, price lists and other information sent to the Seller’s customers do not constitute an offer within the meaning of the German Civil Code.
- The Seller’s commercial agents only act within the scope of the powers of attorney granted to them. The Seller does not accept any responsibility for the actions of commercial agents that go beyond the scope of the power of attorney granted to them.
IV. Delivery
- An order for the sale of goods shall be deemed to have been validly placed if it has been drawn up on the official form or via the official online form of the seller and has been accepted by the seller’s authorised representative in a manner that corresponds to the order form.
- The order must include all terms and conditions of sale and delivery of the goods. The Buyer is not entitled to refer to any other agreements with the Seller’s representatives in relation to the placed order, unless they result from a written amendment or supplement to the order placed by the Buyer, approved by the Seller’s representative.
- The date of delivery of the Goods shall be set by the Seller as part of the written confirmation of acceptance of the order, but this date may change for reasons beyond the control of the Seller. The Seller shall use its best endeavours to deliver the Goods on the agreed date; however, the Seller shall be released from the obligation to deliver the Goods if the Buyer fails to fulfil its contractual obligations to the Seller, including failure to meet the deadline for the agreed advance/down payment by the Buyer.
- The Seller shall not be liable for failure to meet the deadline for delivery of the Goods if the reason for the failure to meet the deadline was force majeure or other circumstances dependent on third parties, in particular the manufacturer or importer of the Goods.
- A change in the delivery date of the goods for reasons stated in points 3-4 of the GTCDSD shall be made by the Seller notifying the Buyer in a manner corresponding to the manner of placing the order, stating the new delivery date and the reasons for its change.
- The release of the goods by the seller occurs at the time when they are picked up by the buyer directly from the seller or when the seller hands over the goods to the first carrier who transports the goods to the location indicated by the buyer. However, the seller’s notification to the buyer that the goods are ready for collection or dispatch shall also be deemed to be compliance with the delivery period for the goods by the seller.
- If the Buyer has not collected the goods on time or has not determined the place of delivery when the goods are to be handed over to a carrier, all costs arising from this, including the storage costs of the goods from this point in time until delivery, shall be borne by the Buyer. The Seller shall be entitled, at its sole discretion and without any liability, to store the Goods at the Buyer’s risk, to invoice them to the Buyer on CPT terms (pursuant to INCOTERMS) and to charge the Buyer for storage costs at a minimum of 0.05% of the net value of the Goods for each day of storage from the date of notification of readiness for dispatch.
- The risk of accidental loss of or damage to the goods shall pass to the Buyer at the time of release of the goods. If the Buyer is not a consumer, the risk of accidental loss of or damage to the goods shall also pass to the Buyer in a situation where the Buyer fails to collect the goods despite the expiry of the set deadline and despite the Seller’s notification to the Buyer that the goods are ready for collection or dispatch.
V. Payments
- Claims arising from VAT invoices issued by the Seller to the Buyer for the sale of goods are due on the expiry of the deadlines specified in these VAT invoices. The date of payment is considered to be the date of payment in cash to the Seller or the date of receipt of the payment amount to the Seller’s account. In this case, payments are considered to have been made only if they have been made in full.
- If the payment date falls on a non-working day, payment may be made on the following working day.
- Any advances or advance payments made by the Buyer for delivery of the goods by the Seller shall not constitute a deposit within the meaning of the Civil Code, unless the Seller confirms in writing a specific payment as a deposit.
- If the Buyer is in default of payment of the Seller’s receivables or part of the receivables for the goods, the Seller may make delivery of the goods dependent on payment of the entire receivable or on the Buyer providing security for these receivables. The Seller may also withdraw from the contract with immediate effect. In this case, all of the Buyer’s obligations to the Seller shall become due immediately at the time of the Seller’s withdrawal from the contract.
- Due to a late payment, the Seller is entitled to charge the Buyer the maximum default interest within the meaning of the provisions of the Civil Code.
- In settlements between the Buyer and the Seller, the right of the Buyer to set off his claims against the Seller against the Seller’s claims against the Buyer for the sale of goods is excluded.
- If the Seller is obliged for any reason to return any part of the price to the Buyer, including an advance or deposit, the Seller shall return the money to the Buyer within 14 days of the date on which this obligation arose.
VI. Retention of title
- The goods delivered to the buyer remain the property of the seller until the buyer has paid the entire purchase price.
- If third parties assert claims against the buyer in relation to the goods owned by the seller, the buyer is obliged to inform the seller of this immediately and to take all measures to protect the seller’s rights. If this obligation is not met, the buyer is liable for damages to the seller.
- If the Buyer is in default of payment for the goods, the Buyer is obliged, at the Seller’s request, to immediately and unconditionally return the delivered goods to the Seller in full.
- The request and collection of the goods by the seller does not – unless the seller has determined otherwise – result in the seller withdrawing from the delivery contract, but is merely a security for the fulfilment of the buyer’s obligations to the seller.
- The costs of delivery (return) of the goods to the seller shall be borne by the buyer.
VII. Contractual penalties
- The Buyer shall pay the Seller a contractual penalty in the amount of 10% (in words: ten per cent) of the gross value of the ordered goods in the event of the Buyer withdrawing from the contract for reasons for which the Buyer is responsible, or in the event of the Seller withdrawing from the contract for reasons for which the Buyer is responsible. The Seller is entitled to deduct the amount of the contractual penalty from the amount of the advance/deposit paid by the Buyer to the Seller.
VIII. Guarantee
- The warranty period for material defects in goods sold by the seller is 24 months from the date of issue if the buyer is a consumer. For used goods, it is 12 months from the date of issue. In other cases, if the buyer is not a consumer, the warranty for material defects in the goods is excluded.
- The Seller shall fulfil the obligations arising from the warranty for material defects in the goods if the Buyer has provided a proof of purchase for the goods issued by the Seller.
- The warranty for the goods sold by the Seller shall only be valid if it is expressly granted on the basis of a separate document (a warranty card) and on the terms specified therein. The guarantor is exclusively the company named as such in the warranty card.
IX. Concluding clauses
- The sale of goods by the Seller to the Buyer shall be governed exclusively by Polish law. At the same time, the application of the United Nations Convention on Contracts for the International Sale of Goods, concluded in Vienna on 11 April 1980, is completely excluded.
- If contracts and terms and conditions of sale are drawn up in Polish and in a foreign language, the authentic language of the contract is Polish. In case of any discrepancies between the Polish version of the contract and the foreign version, the wording of the Polish version shall be decisive.
- Any changes to the present terms and conditions and amendments to the contracts between the parties must be made in writing to be valid.
- All disputes arising in connection with the sale of goods by the seller shall be settled by the Polish courts having subject-matter jurisdiction over the seller’s place of business.