GENERAL TERMS AND CONDITIONS OF SALE

GENERAL PROVISIONS
The General Terms and Conditions of Sale apply to sales, delivery, or service agreements offered by AC PROREF Sp. z o.o. (hereinafter referred to as “Seller”). The General Terms and Conditions of Sale do not apply to agreements concluded with consumers.

Any changes, deviations, and exclusions regarding the application of the General Terms and Conditions of Sale require written consent from the Seller, under pain of nullity.

The application of the general conditions used by the Buyers requires written consent from the Seller, specifying the scope of these conditions, under pain of nullity.

In the event of invalidity of any of the points, the remaining conditions remain binding.

OFFER
2.1. All price lists, catalogs, documentation, and promotional materials provided by the Seller, as well as the “General Terms and Conditions of Sale,” do not constitute an offer within the meaning of the provisions of the Civil Code.

2.2. The contract is concluded at the moment the Seller confirms the acceptance of the Buyer’s order for execution. The confirmation takes place in the form provided in the GTC.

2.3. In the event the Seller receives information about the Buyer’s poor financial situation, the Seller may, at its own discretion:

• terminate the agreement with immediate effect, for reasons attributable to the Buyer,
• require the Buyer to provide additional security for the execution of the contract as indicated by the Seller and suspend the execution of the contract until the Buyer provides the specified security.

ORDER
3.1. The Buyer’s order can be placed:

• in writing,

• by fax,

• by email,
  and should specify:

• the name of the goods and/or catalog number,

• the quantity of the goods,

• the price and payment terms,

• the delivery date,

• as well as the Seller’s offer number, if such an offer has been made.

The Seller reserves the right not to respond to orders that do not meet the above conditions. As far as possible, the Seller will clarify any doubts about the order with the Buyer.

3.2. The contract is concluded at the moment specified in point 2.2 of the GTC.

3.3. The Buyer does not have the right to withdraw from the contract, except in cases specified in the provisions of the Civil Code. If the Buyer fails to collect the subject of the sale/delivery from the Seller on the date specified in the order or in the agreement, or refuses to accept such an item sent by the Seller to the Buyer on the date agreed upon by the Parties, the Seller will charge the Buyer a storage fee of PLN 100 for each day of delay in picking up the item by the Buyer.

3.4. Point 3.3 does not exclude the right of the Seller to withdraw from the contract in the case of the Buyer’s delay in picking up the item. The withdrawal does not exclude the Seller’s claim against the Buyer for the storage of the item.

ORDER EXECUTION CONDITIONS
4.1. The data provided by the Seller regarding dimensions, weight, and technical data provided in the offers are approximate values, and deviations from them are permissible. The above cannot be considered as a mistake on the part of the Buyer in the meaning of the Civil Code.

4.2. The agreed delivery dates for orders are indicative. The Seller is not liable for damages incurred by the Buyer due to delays in delivery caused by reasons beyond the Buyer’s control.

The Seller is not liable for contractual penalties imposed on the Buyer by their contractor or for other claims raised by the contractor against the Buyer due to delay in the delivery of Equipment. Withdrawal from the contract by the Buyer due to delay is only possible with the Seller’s consent.

4.3. The Seller cannot be held liable for failure to execute the order if it occurred due to force majeure, strike, fire, actions by authorities, or other reasons beyond the Seller’s control.

4.4. The Buyer is obligated to check the condition of shipments at the time they are delivered by the carriers and, in the event of any deficiencies or damages, take action to enforce compensation for damages from the carrier in the legally prescribed forms and deadlines, secure the shipments, and promptly inform the Seller of any identified deficiencies.

4.5. The risk of accidental loss of the goods passes to the Buyer at the moment the Seller hands over the item of the contract to the carrier.

PRICES
5.1. The prices provided by the Seller in the price lists are net prices, ex Seller’s warehouse, and do not include transportation costs. Upon the Buyer’s request, the Seller will inform them of any transportation costs to the place indicated by the Buyer.

5.2. Prices and delivery terms may change without prior notice unless they have been 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 those currencies or converted into Polish złoty at the NBP exchange rate for the relevant currency applicable on the date of invoice issuance.

PAYMENT TERMS
6.1. Payment is made based on invoices issued by the Seller on the day of the sale of the goods or provision of the service.

6.2. Invoices are payable in cash or by bank transfer before the Buyer collects the goods or before they are handed over to the carrier or before the service is performed unless the Parties agree otherwise in writing. The Seller may condition the approval of payment after the collection or handover of the goods or provision of the service on securing payment by the Buyer in a manner indicated by the Seller.

6.3. In the event of non-payment of the amount due within the agreed period specified on the invoice, statutory interest for delay in commercial transactions will be charged. In case of non-payment after 30 days from the receipt of the payment demand, the unpaid debt may be entered into the KRD registry.

6.4. The goods remain the property of the Seller until the full payment of the base price and any additional costs such as transport, packaging, storage costs, and others.

In case of non-payment within the agreed terms, the Seller may repossess the goods in the Buyer’s possession at the Buyer’s exclusive cost.

RETURN OF GOODS
7.1. Goods may only be returned after prior written approval from the Seller. When requesting a return, the Buyer must provide the invoice number and date, under penalty of non-consideration of the request.

7.2. Goods will not be accepted for return if:

• they are in damaged or improper packaging,
• components have been previously installed,
• goods ordered specifically for the customer.

The return shipment must be made at the Buyer’s expense within the specified time and to the address indicated by the Seller. The risk of accidental loss of the shipment passes to the Seller at the moment it is delivered and unloaded at the location specified by the Seller.

SET-OFFS AND ASSIGNMENT
The Seller is entitled to set off its claims, including those not yet due, against the claims of the Buyer towards the Seller.

The Seller is entitled to assign the claims due from the Buyer at its discretion and without the Buyer’s consent.

The Buyer may not set off its claims against the Seller or assign them without the Seller’s explicit written consent.

DRAWINGS AND DOCUMENTATION
All intellectual property and industrial property rights related to the subject of sale or delivery, especially drawings and other technical documentation, are the property of the Seller. Technical documentation and other technical information may not be modified, copied, reproduced, or shared without the Seller’s written consent.

CHANGES IN PRODUCTS
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 (quantity and quality shortages) of received goods must be reported to the Seller in writing, including the invoice number and date, packaging condition, specifications of the disputed products, and a concise description of the defects and shortages.

Complaints regarding incomplete or incorrect delivery, or visible shortages, will not be considered if the written notification is not submitted within 3 days from receipt of the goods.

11.2. The Buyer is obliged to thoroughly check each purchased item before installation or use, under penalty of losing warranty rights or claims for non-performance or improper performance of the contract.

11.3. Defects and damages discovered during installation and operation will be reported according to the procedure specified in point 11.

WARRANTY AND LIABILITY
12.1. The Seller provides the Buyer with a warranty for the goods sold under the terms and conditions set by the manufacturer of the product.

The Buyer is obliged to return the disputed goods to the Seller for submission to the manufacturer, with the Buyer covering the costs of disassembly and reinstallation after the warranty procedure is completed.

For the final acceptance or rejection of a warranty claim, the decision of the manufacturer of the product is binding.

The Seller provides a 12-month warranty on devices manufactured by AC PROREF.

12.2. The warranty does not cover damages caused by improper and/or incorrect assembly, use, storage, and maintenance of the devices, any modifications, or structural changes made by unauthorized persons.

The Seller’s warranty liability expires if seals or other protective devices on the equipment are broken.

12.3. The warranty does not cover damages resulting from improper operation of the device caused by incorrect selection of the device or incorrect installation of the system in which the device was installed.

12.4. Complaints regarding products not manufactured by the Seller will be directed to their manufacturer, subject to the applicable complaint resolution deadlines.

12.5. The costs of recognized warranty claims will be borne by the Seller.

12.6. Delay in payment of the total or partial amount due to the Seller for the sale, delivery, or service results in the expiration of the Seller’s warranty liability.

12.7. The Seller is not responsible for any damages incurred by the Buyer due to a defect (including those arising from oil or refrigerant leakage, as well as fees for emitting refrigerants into the atmosphere) during or after the warranty period.

12.8. All claims for damages against the Seller arising from the warranty or improper performance or non-performance of the contract are excluded.

12.9. The Seller’s liability under the warranty is excluded.

12.10. In cases where the Seller’s liability is not excluded under the contract or the GTC, it is limited to the value of the contract concluded between the Parties.

12.11. In case of unjustified complaints made by the Buyer, the Buyer is obliged to bear the costs of the complaint. The service hour rate is determined individually. The Buyer will pay the costs of the unjustified complaint within 7 days from receiving the invoice from the Seller.

RIGHTS TO PRODUCTS
13.1. The Buyer does not acquire any intellectual property or industrial property rights in the form of licenses, patents, copyrights, trademarks.

13.2. If the Product is entirely software, or the software is part of the product, the Buyer only acquires a license to use the software for the purposes for which it was intended according to the user manual.

JURISDICTION
Any disputes between the Parties shall be resolved by the common court competent for the Seller’s registered office.

The GTC comes into effect on March 1, 2019. For agreements concluded before the entry into force of the GTC, the General Terms and Conditions of Sale applicable at the time of their conclusion apply.