GENERAL TERMS AND CONDITIONS OF SALE
- GENERAL PROVISIONS
The General Terms and Conditions of Sale shall apply to the sale Agreements, delivery or services offered by AC PROREF Sp. z o.o. (hereinafter referred to as “Seller”). These General Terms and Conditions of Sale shall not apply to Agreements concluded with consumers.
Any changes, deviations and exclusions to the General Terms and Conditions of Sale shall require the written consent of the Seller under pain of nullity.
The application of the General Terms and Conditions of Sale applied by the Purchaser shall require the written consent of the Seller and this shall include a detailed indication of the scope of validity of these terms and conditions, otherwise they shall be null and void.
Should any of the points be invalid, the remaining conditions shall remain binding.
2.1 All price lists, catalogues, documentation, and promotional materials made available by the Seller, as well as the “General Terms and Conditions of Sale” do not constitute an offer within the meaning of the Civil Code.
2.2 The Agreement is concluded at the moment of the Seller’s confirmation of the Purchaser’s order acceptance for execution. Confirmation takes place in the form provided for in GTCS.
2.3 If the Seller becomes aware of the Purchaser’s bad financial situation, the Seller may at its own discretion:
- withdraw from the Agreement with immediate effect for reasons attributable to the Purchaser,
- demand additional performance security from the Purchaser designated by it and withhold performance of the Agreement until the Purchaser has provided the designated security.
3.1 The Purchaser’s order may be placed
- in writing,
- by fax,
- by email,
and should specify:
- name of the good and/or the catalogue number,
- Quantity of goods,
- price and payment terms
- completion date,
- and the Seller’s offer number if any
The Seller reserves the right not to reply to orders that do not meet the above conditions. If possible, the Seller will clarify any doubts concerning the order with the Purchaser.
3.2 The Agreement shall be concluded at the time indicated in point 2.2 of the GTCS.
3.3 The Purchaser shall not be entitled to withdraw from the Agreement, except in cases provided for in the Civil Code. In the event of failure to collect the object of sale/supply from the Seller within the time limits specified in the order or the Agreement or refusal to accept such an object sent by the Seller to the Purchaser within the time limits agreed upon by the Parties, the Seller shall charge the Purchaser with a fee for storage of the object in the amount of PLN 100.00 for each started day of delay in the collection of the object by the Purchaser.
3.4 Point 3.3 shall not exclude the Seller’s right to withdraw from the Agreement in the case of the Purchaser’s delay in collecting the goods. Withdrawal shall not exclude the Seller’s claim to the Purchaser on account of storage of the goods.
- ORDER PROCESSING CONDITIONS
4.1 Data provided by the Seller on the dimensions, weight, and technical data given in the offers are approximate and deviations from them are permissible. The above may not be treated as a mistake of the Purchaser within the meaning of the Civil Code.
4.2 The agreed lead times are approximate. The Seller shall not be liable for losses incurred by the Purchaser due to a delay in delivery caused by reasons beyond the control of the Purchaser.
The Seller shall not be liable for contractual penalties charged by the Purchaser to its Counterparty or for other claims raised by the Counterparty against the Purchaser due to a delay in the delivery of the Equipment. Withdrawal from the Agreement by the Purchaser due to a delay shall be permitted only upon the Seller’s consent.
4.3 The Seller cannot be held liable for non-performance of an order if this is due to force majeure, strike, fire, actions of authorities or other reasons beyond the Seller’s control.
4.4 The Purchaser shall be obliged to check the condition of the consignments at the time of their delivery by the carriers and in the event of any shortage or damage, to take action to enforce compensation for the damage against the carrier, in the forms and time limits stipulated by law, secure the consignments and immediately inform the Seller of any observed deficiencies.
4.5 The risk of accidental loss of the item shall be transferred to the Purchaser at the time of handover of the Agreement subject to the carrier by the Seller.
5.1 The list prices quoted by the Seller are net prices, ex the Seller’s warehouse and do not include transport costs. Upon the Purchaser’s request, the Seller shall inform him about possible transport costs to the place indicated by the Purchaser.
5.2 Prices and delivery terms and conditions are subject to change without prior notice, unless previously approved by the Seller in the form of a written order confirmation.
5.3 Prices of goods quoted in foreign currencies may be invoiced in these currencies or will be converted into Polish zlotys according to the NBP [National Bank of Poland] sales exchange rate for the currency in question applicable on the invoice date.
- TERMS OF PAYMENT
6.1 Payment shall be made on the basis of invoices issued by the Seller on the day of sale of goods or performance of services.
6.2 Invoices shall be payable in cash or by wire transfer before the Purchaser takes delivery of the goods or before delivery to the carrier or before performance of the service, unless otherwise agreed by the Parties in writing. The Seller may make the consent to make payment after acceptance or release of goods or performance of a service conditional on the Purchaser securing the payment in the manner indicated by the Seller.
6.3 In the event of non-payment within the agreed period as specified in the invoice, the statutory interest for delay in commercial transactions will be charged on the unpaid amounts.
6.4 The Goods shall remain the property of the Seller until full payment of their basic price and any additional costs such as transport, packaging, storage costs, etc. have been received.
If payment is not made within the agreed period, the Seller may take possession of the goods at the Purchaser’s sole expense.
- RETURN OF GOODS
7.1 Returns of goods can only take place after prior written approval of the Seller.
When requesting a refund, the customer must provide the invoice number and date, or else the request will not be processed.
7.2 Returns of goods will not be accepted:
– in damaged or incorrect packaging,
– elements previously installed,
– goods specially imported to order for a particular customer.
Return shipment must be made at the Purchaser’s expense within the time and to the address indicated by the Seller. The risk of accidental loss of the shipment shall pass to the Seller at the time of delivery and unloading at the place indicated by the Seller.
- DEDUCTION AND ASSIGNMENT
The Seller shall be entitled to deduct his debts, also those not due, with the Purchaser’s debts towards the Seller
The Seller shall be entitled to assign the debts due from the Purchaser at its own discretion and without the consent of the Purchaser.
The Purchaser may not make any deductions of his debts from the Seller or assign them without the express written consent of the Seller.
- DRAWINGS AND DOCUMENTATION
All intellectual property rights and industrial property rights related to the subject of sale or delivery, in particular drawings and other technical documentation shall be owned by the Seller. The technical documentation and other technical information may not be modified, copied, reproduced, or made available without the written consent of the Seller.
- PRODUCT DEVELOPMENTS
The Seller reserves the right to make changes to its Products without notice if such modifications can be made without altering the agreed technical specifications.
- QUALITY AND QUANTITY COMPLAINTS
11.1 Complaints (quantitative and qualitative deficiencies) of the received goods shall be immediately reported by the Purchaser to the Seller in writing, specifying the number and date of invoice, condition of packaging, specification of the questioned products and concise specification of defects and quantitative deficiencies.
Complaints regarding incomplete or incorrect delivery, or visible defects, which are not reported in writing within 3 days of receipt of the goods, will not be accepted.
11.2 The Purchaser is obliged to check each purchased item carefully before installing or using it, under penalty of losing warranty rights or rights due to non-performance or improper performance of the Agreement.
11.3. Defects and damage to the goods revealed during installation and operation will be claimed in accordance with the procedure and principles as described in section
- WARRANTY AND LIABILITY
12.1 The Seller shall grant the Purchaser a warranty for the goods sold under the terms and conditions granted by the manufacturer of a given product.
The Purchaser is obliged to return the claimed goods to the Seller in order to hand them over to the manufacturer, whereby the cost of disassembly and reassembly after the complaint procedure shall be covered by the Purchaser.
For the final recognition or refusal of a complaint under the warranty, the decision of the manufacturer of the respective product is binding.
The Seller provides a 12-month warranty on equipment manufactured by AC PROREF.
12.2 The warranty does not cover damage resulting from incorrect and/or non-compliant installation, use, storage and maintenance of the equipment, any alterations and structural changes made by unauthorised persons.
The Seller’s warranty liability will lapse if the seals or other protective devices on the unit are broken.
12.3 The warranty does not cover damage caused by incorrect operation of the unit due to incorrect selection of the unit or incorrect construction of the installation in which the unit is installed.
12.4 Complaints of products which are not manufactured by the Seller, shall be addressed to their manufacturer in accordance with the applicable claim handling time.
12.5 The Seller will bear the costs of any accepted warranty complaints.
12.6 Any delay in payment of all or part of the price payable to the Seller on account of sale, delivery or service shall result in the termination of the Seller’s liability under the warranty.
12.7 The Seller is not liable for any damages incurred by the Purchaser as a result of the defect (including those resulting from oil or refrigerant leakage and charges for refrigerant emissions into the atmosphere) during and after the warranty period.
12.8 All claims for damages of the Purchaser against the Seller on account of warranty or incorrect execution or non-performance of the Agreement shall be excluded.
12.9 The Seller’s liability under warranty is excluded.
12.10. In cases in which the Seller’s liability is not excluded on the basis of the Agreement or GTCS, it shall be limited to the value of the Agreement concluded between the Parties.
12.11. If the Purchaser submits an unjustified complaint, the Purchaser shall bear the costs of such complaint. The working hours of the Seller’s service are determined individually. The Purchaser will pay the costs of unjustified complaint within 7 days after receiving the invoice from the Seller.
- PRODUCT RIGHTS
13.1 The Purchaser shall not acquire any intellectual or industrial property rights in the form of licences, patents, copyrights, trademarks.
13.2 In the event that the Software Product is a software product in its entirety, or the software product is part of a software product, the Purchaser shall only acquire a licence to use the software product for the purpose for which it is intended in accordance with the user manual.
Any disputes between the Parties shall be settled by the common court having jurisdiction over the Seller’s registered office.
The GTCS shall enter into force on 1 March 2019. The General Terms and Conditions of Sale in force on the date of its conclusion shall apply to Agreements concluded before the GTCS comes into force.