Conditions générales de vente
GENERAL SALES CONDITIONS
The purpose of these general sales conditions (hereinafter: « GSC ») is to specify rules on the basis of which sales and/or delivery of products (hereinafter: « Goods »), offered for sale by ADJATECH Limited Liability Company Limited Partnership with its registered office in Poznań, 60-359, ul. Zbąszyńska 22a, entered into the Commercial Register of National Court Register kept by District Court in Poznań, Nowe Miasto and Wilda in Poznań, VII Commercial Division under the number: 0000552475, EU VAT number: PL 7792430210 (hereinafter: « ADJATECH »), for the benefit of the contracting authorities, engaged in economic activity, who are not consumers (hereinafter collectively referred to as « Counterparties » or individually referred to as « Counterparty »), is performed. ADJATECH and the Counterparties/Counterparty are hereinafter collectively referred to as « Parties ». Specific rules in this regards shall be provided by ADJATECH in the offer (hereinafter: « Offer »).
- 1 (Subject of GSC)
1. Within the framework of GSC and on the basis specified therein ADJATECH undertakes to sale and/or deliver to the Counterparty Goods specified in the Offer within the period and at price specified in it, and the Counterparty undertakes to collect the ordered Goods and pay the payable price.
2. The deadline for provision of Goods, conditions of individual deliveries, and related receivables due to ADJATECH shall be individually specified in the Offer.
3. The delivery (collection) of the Goods shall take place within the period specified in the Offer. In case of delay in delivery (collection) of the Goods for reasons attributable to the Counterparty, the Counterparty is obliged to pay ADJATECH the contractual penalty mentioned in § 5(1)(b) of GSC.
4. The applicable price for the Goods shall be the net price stipulated in the Offer plus VAT.
- 2 (Offer)
The Offer shall mean offer for Goods submitted by ADJATECH to Counterparty which stipulates in particular: type of Goods, unit price, the Offer validity period, deadline for payment and terms and conditions for delivery of Goods in accordance with Incoterms 2010 rules specified each time in the Offer.
§ 3 (The Counterparty’s obligations)
By accepting the conditions of the Offer, the Counterparty accepts GSC and undertakes to:
a) unconditionally preserve commercial secret which shall mean in particular information regarding the contents of the Offer, ADJATECH organisational structure, rules for financial settlements applicable between the Parties, and other matters related to production and distribution of the Goods made available to the Counterparty and not published earlier;
b) refrain from any action which may affect negatively ADJATECH image;
c) collect the ordered Goods and pay the price within the deadline;
d) notify ADJATECH immediately about all circumstances which affect or may affect proper execution of the Order.
- 4 (Execution of the Offer by ADJATECH and collection of the Goods)
1. The potential execution of the Offer by ADJATECH takes place only if during the Offer validity period the Counterparty delivers to ADJATECH via e-mail, fax or in person an order signed by duly authorised person which includes symbols of the ordered Goods, form of packaging, and proposed delivery date.
2. After receiving the Order by ADJATECH, it takes decision regarding eventual acceptance of the Order for execution, and sends corresponding confirmation (hereinafter: « Order Confirmation ») to the Counterparty via fax or on e-mail address provided in the Order. Refusal to accept a given Order by ADJATECH for execution requires justification.
3. If the Offer restricts that eventual execution of the Order involves requirement to make in advance a prepayment in the amount equal to 100% of the gross Order price (hereinafter: « Prepayment »), the execution of this Order – after sending the Order Confirmation to the Counterparty – shall take place only if the Counterparty pays the Prepayment within the period provided in the invoice delivered to the Counterparty together with the Order Confirmation. Failure to make Prepayment within the period stipulated in the invoice shall mean that the Order is deemed null and void. If the Prepayment is made after the period stipulated in the invoice, ADJATECH shall assess whether execution of the Order is possible and if it is deemed possible, it shall inform the Counterparty of the new delivery date.
4. If ADJATECH includes changes to the Offer in the Order Confirmation, the Counterparty shall confirm those changes within the period indicated in the Order Confirmation. Lack of acceptance by the Counterparty of the above-mentioned changes (or lack of response in this respect) within the specified period means that the Order is deemed null and void. The Counterparty’s acceptance of the above-mentioned changes means that the Offer is understood to be the original offer with the changes indicated in the Order Confirmation accepted by the Counterparty.
5. Production of the Goods ordered by the Counterparty shall take place in accordance with the technical documentation owned by ADJATECH (technical specifications, etc.). All the ADJATECH Goods are produced in compliance with the quality system developed by ADJATECH.
6. Each Order is placed with reservation that ADJATECH is not aware of the intended usage of the Goods, which ADJATECH hereby announces. The Order shall be executed in accordance with the guidelines of the Counterparty who on his own and at his own responsibility specifies technical parameters of the Goods taking into account all relevant aspects of their production and usage, in particular expected technical strength of the Goods.
7. The Goods Delivery is performed on the basis of Incoterms 2010 rules specified in the Offer, unless the Parties agree otherwise, without prejudice to (8) below.
8. Irrespective of the choice of a given Incoterms 2010 rule, the risk of damage or loss of Goods passes to the Counterparty with the commencement of unloading of the Goods.
9. The Counterparty is obliged to collect the Goods and unload them in the place of destination on the day of delivery. In the case of delivery (transport) performed by ADJATECH, the Counterparty is obliged to unload the Goods from the vehicle within 2 hours from its arrival to the place of destination. If the Counterparty fails to unload the Goods within the specified period, he shall bear the costs of detention of the vehicle in accordance with the carrier’s rates. The Counterparty is entitled, after receiving consent from ADJATECH and the carrier, to indicate additional, alternative place of the vehicle unloading. All additional costs related to the delivery of the Goods to the alternative place of unloading shall be born by the Counterparty.
10. The delivery of the Goods shall be confirmed by the Counterparty (or persons authorised by him) in the delivery documents handed over by ADJATECH.
11. In the absence of other explicit provision, the persons authorised by the Counterparty to confirm delivery of the Goods in delivery documents shall mean the driver and other persons who appear in the registered office of ADJATECH to collect the Goods or – if the Goods are collected in other location than the registered office of ADJATECH – persons active in the place of delivery. The Counterparty is obliged to notify ADJATECH in advance of the persons authorised to collect and confirm particular delivery of the Goods. In such case the authorised persons shall be obliged to confirm their identity at any request of ADJATECH representatives who effectively deliver the Goods, in particular by showing relevant documents with photograph. If there are doubts regarding the identity of the authorised persons, which shall mean in particular lack of relevant documents or refusal to show them, the ADJATECH representatives shall be entitled to refuse to release the Goods. The refusal to release the Goods by ADJATECH due to the above-mentioned reason is regarded as the Counterparty’s delay in collection of the Goods to which § 5(1)(b) of GSC is applicable.
- 5 (Responsibility of the Counterparty)
1. The Counterparty is obliged to pay contractual penalty to ADJATECH:
a) in case of withdrawal from the Order executed by ADJATECH – in the amount equal to 100% of the Order gross price;
b) in case of delay of the Counterparty in collection of the Goods – in the amount equal to 5,0% of the Order gross price for each day of delay;
c) in case of disclosure to unauthorised third person information which constitutes commercial secret in the meaning of GSC – for each violation – in the amount equal to
– 1.000.000,00 PLN (one million PLN) – in relation to counterparties with whom ADJATECH.generated annual revenue, in the year preceding the year in which ADJATECH became aware of the violation, in the gross amount above 500.000,00 PLN;
– 100.000,00 (one hundred thousand PLN) – in relation to other counterparties.
2. ADJATECH reserves the right to claim compensation exceeding the amount of the stipulated contractual penalties.
- 6 (Invoice and payments)
1. The price stipulated in the Offer includes the cost of packaging.
2. The invoices shall be issued by ADJATECH in Polish currency (in PLN) or in Euro.
3. The prices provided in the Offer in Euro may be converted in the invoice into Polish currency (PLN) based on the foreign exchange rate of the National Bank of Poland, table C, valid on the day of issuance of the given invoice.
4. ADJATECH reserves the right to change the value of the Offer (and consequently the Order) in the event of change in tax rates, including in particular change in VAT rate.
5. Invoices shall be provided to the Counterparty together with the delivery (collection) of the Goods to which they apply, or sent to the Counterparty with the Order Confirmation if it is required to make the Prepayment. The Counterparty agrees to delivery of invoices at the e-mail address indicated by the Counterparty.
6. The payments of receivables mentioned in the invoice shall be made by means of bank transfer within the period indicated in the Offer at ADJATECH’s bank account provided in the delivered invoice, unless the invoice provides other (shorter or longer) period for payment.
7. The ownership of the delivered Goods is passed to the Counterparty on payment of all ADJATECH receivables by the Counterparty.
8. In case of seizures by third parties (seizure, deposit, right of lien, etc.), the Counterparty is obliged to consider that the Goods are subject to ownership reservation.
- 7 (Complaint procedure)
1. General provisions
1) All complaints regarding the Goods shall be made on the basis of provisions of GSC.
2) For the purpose of GSC, the complaint shall be understood as the Counterparty’s claim on a warranty for physical defects of items (the Goods) purchased from ADJATECH (in particular castings, rubber products, and metal rolls and rollers coated with rubber). The complaint understood in this way shall be hereinafter referred to as « Complaint » or collectively referred to as « Complaints ».
3) Should ADJATECH deem the Complaint justified, it shall unilaterally take decision binding to the Counterparty regarding the choice of type of claim to which the Counterparty shall be entitled in this respect. The Counterparty in its complaint notice may indicate the type of claim, referred to in the preceding sentence, but this indication is not binding to ADJATECH.
4) The claims mentioned in point 3 above include repair of the Goods, reduction of price (discount), or replacement of the Goods for the non-defective ones.
5) If the Complaint is deemed justified by ADJATECH, it shall first attempt to repair the Goods which are the subject of the Complaint.
6) ADJATECH is obliged to investigate the validity of the Complaint, and to inform the Counterparty of the decision taken and the method of execution.
7) If there is no written notification by the Counterparty at the time of completion of the Goods delivery in the delivery documents (or in the Goods collection documents) of objections towards the delivered (collected) Goods with regard to their number and type, the Parties shall deem the delivery (collection) as dully executed by ADJATECH in this respect.
8) ADJATECH’s responsibility under warranty for legal defects of items (the Goods) is excluded.
2. Basic conditions of complaint procedure
1) The complaint shall be notified by the Counterparty only by means of a complaint notification form available at ADJATECH’s website: www.adjatech.pl. The completed complaint notification form shall be sent by e-mail to: firstname.lastname@example.org.
2) The complaint notification shall be deemed complete if ADJATECH Sales Support Department receives from the Counterparty a properly and clearly completed complaint notification form and required materials, i.a. photographs.
3) The photographs provided with the complaint notification shall be attached in the following format: name_file.jpg to the e-mail message in which the complaint notification form is sent.
4) The samples corresponding to the complaint notification shall be sent the following address:
Adjatech Sp. z o.o. Sp. k.
ul. Gnieźnieńska 26-28, Janikowo
contact: Dział Wsparcia Sprzedaży.
The consignment must include the following information:
5) All costs of investigation of unjustified Complaint shall be born by the Counterparty.
6) ADJATECH undertakes to take a position towards the Complaint within 40 days since the date of submission by the Counterparty of the complete complaint notification.
3. Terms and conditions of delivery of the Goods subject to complaint and their repair or replacement with the non-defective ones
1) If ADJATECH deems the Complaint justified, the delivery of the Goods subject to the Complaint by the Counterparty to ADJATECH may take place only after obtaining permission for its delivery from ADJATECH Sales Support Department.
2) The Counterparty is obliged to send the Goods subject to the Complaint within 7 days after obtaining permission for delivery from ADJATECH Sales Support Department.
3) After obtaining permission mentioned in point 1 above, the Goods subject to the Complaint shall be sent at the following address:
Adjatech Sp. z o.o. Sp. k.
ul. Gnieźnieńska 26-28 Janikowo
with necessary note: Zwrot reklamacyjny.
The consignment must include the following information on the Goods subject to the Complaint:
4) The costs and risk associated with delivery of the Goods subject to the Complaint are born by the Counterparty. The Goods subject to the Complaint must be delivered to ADJATECH, properly secured during transport so as to exclude the possibility of defect due to reasons attributable to the Counterparty or the carrier.
5) ADJATECH Sales Support Department verifies each time the compliance of the delivered Goods subject to the Complaint with data included in the complaint notification form. All costs resulting from incompliance between the Goods subject to the Complaint and the data included in the complaint notification form shall be incurred by the Counterparty.
6) After positive verification by ADJATECH of the delivered Goods subject to the Complaint, mentioned in point 5 above, ADJATECH sends the non-defective Goods (as a result of performed repair or replacement) to the Counterparty within the period established individually since the date of receipt of the Goods subject to the Complaint.
Questions or doubts regarding the processing of Complaints shall be addressed to ADJATECH Sales Support Department, tel. no. + 48 61 662 43 37, e‐mail: email@example.com.
- 8 (Validity of GSC)
The GSC are applicable to all Orders addressed by Counterparties to ADJATECH as of 1 January 2016.
- 9 (Severability clause)
If any provision of GSC becomes or is deemed void or ineffective, this does not affect the validity or effectiveness of all the remaining provisions of GSC. In such case the Parties are obliged to replace the ineffective or void provisions of GSC with the provisions of the agreement between them which in their substance shall be better addressing the expected purposes of GSC.
- 10 (Final provisions)
1. The applicable law for GSC, as well as settlement of all disputes arising from sales and/or delivery agreements concluded with the Counterparties, is the Polish law. In matters not regulated in GSC the provisions of the civil code shall be applied first.
2. Potential disputes resulting from sales and/or delivery agreements are settled by materially competent common court with its office in Poznań; if competent court is the district court, this shall be: District Court in Poznań – Stare Miasto in Poznań.
3. The provisions of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (OJ 1997, no 45, item 286 with amendments) are not applicable to sales and/or delivery agreements.
4. Each Party shall notify immediately the other Party of any change of the persons authorised to collect the Goods, issue and sign declarations on behalf of the Party, and change of address details, otherwise, if no such notification is delivered, declarations submitted by the persons previously authorised and delivered at the previously specified address shall be regarded as submitted correctly and delivered, respectively.