GTCs Entrepreneurs till 03-08-2023

GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY OF GOODS

(APPLICABLE TO ENTREPRENEURS TILL 03-08-2023)

 

I. DEFINITIONS

 

Unless otherwise stated by the Seller, terms in this document, Price Lists/Offers/Proforma invoices, or similar documents used by the Seller shall have the following meaning:

The Seller - P.A.T. BUGAŁA sp.k., ul. Legionów 98, 42-200 Częstochowa, NIP: 5730207288, phone: + 48 34 368 24 46, www.e-pat.pl, pat@pat.net.pl

GTC - these General Terms and Conditions of Sale of Goods performed by the Seller.

Civil Code - the Act of 23 April 1964 (the Official Journal of laws of the Republic of Poland [Dz.U.] No. 16, item 93, as amended).

Business days - Monday to Friday, excluding public holidays

Buyer - entrepreneur (including quasi-consumer) who placed an Order at the Seller’s company, which was accepted by the Seller.

Consumer - a natural person that makes purchase from the Seller, whereas such purchase is not directly related to the consumer’s business or professional activities.

Consumer Law - the Act of 30 May 2014 on Consumer Rights (the Official Journal of Laws of the Republic of Poland [Dz.U.] of 2014, item 827, as amended).

Parties – the Buyer or the Seller individually, or the Buyer and the Seller jointly.

Entrepreneur - entrepreneur in the meaning of Article 43[1] of the Civil Code, including quasi-consumer.

Quasi-consumer - a natural person entering into an agreement with the Seller directly related to the quasi-consumer’s business activity, where the wording of such an agreement shows that it is not of professional nature for the quasi-consumer, resulting in particular from the objects of their business activity, made available on the basis of provisions on the Central Registration and Information on Business Activities

Goods - products in the Seller’s offer

Agreement - Goods Sale Agreement in the meaning of the Civil Code, entered into by and between the Seller and the Buyer within the scope of order placed by the Buyer.

Order - statement of intent by the Buyer or a person acting for and on behalf of the Buyer, received:

- by electronic way to the addresses of sales representatives of the Seller, or to pat@pat.net.pl,

or

- by phone, where such order shall contain in particular appropriate data such as:

- name of Goods

- quantity of Goods

- place of delivery

- full particulars of the Buyer

- full name of a person acting on behalf of the Buyer

- date and other conditions essential to the Buyer.

Each Order placed by the Buyer is considered the Buyer’s offer to the Seller in the meaning of the Civil Code.

It is assumed that the address from which the Order was sent is the e-mail address of the Buyer for the needs of official communication concerning the performance of Orders between the Parties.

Any statements of intent made through devices and communication means assigned to the Buyer or under the Buyer’s control (in particular, phone number, fax number, e-mail) shall be considered coming from the Buyer and effective to relationships between the Buyer and the Seller.

Price List/Offer/Proforma invoice - a document containing, amongst others, net prices for Goods selected by the Seller, and other possible commercial terms and conditions, drawn up by the Seller, made available to the Buyer as a printout or in electronic form or as part of the applications provided by the Seller for placing orders.

Carrier - entity or person delivering Goods ordered by the Buyer.

 

II. GENERAL PROVISIONS

 

1. These GTC shall apply to any and all legal relationships under agreements, orders, and deliveries executed between the Seller and the Buyer who is an Entrepreneur, including quasi-consumer, unless framework agreement or rules of individual services offered by the Seller provide for otherwise.

2. The Parties may settle their rights and obligations arising from the sale and delivery of Goods otherwise in the framework agreement or rules applicable to individual services offered by the Seller, whereas to any and all matters not settled thereunder the provisions of these GTC shall apply.

3. Valid wording of GTC is available at the website of the Seller.

4. The Buyer is obliged to read GTC prior to placing any Order. By placing an order or making purchase from the Seller, the Buyer confirms that he/she read and accepts GTC.

5. The Seller may require a written confirmation that GTC has been read, e.g. in the form of acceptance of the Seller's Proforma invoice, where the Proforma invoice refers to GCS and indicates the place where GTC can be read.

6. The approval of GTC is the condition for the acceptance of any order for execution.

 

III. ORDERS

 

1. Information about Goods provided by the Seller, in particular descriptions of Goods and prices specified in the Price List, does not constitute an offer but it is an invitation to enter into an agreement within the meaning of Article 71 of the Civil Code.

2. The Seller undertakes to deliver Goods to the Buyer in compliance with applicable standards and regulations in force in the Republic of Poland under the terms and conditions defined in these GTS.

3. The Seller shall execute accepted Orders in compliance with GTC, unless otherwise specified in the framework agreement or the rules of additional services.

4. Actions aimed at entering into the agreement, and in particular the acceptance of Proforma invoice may only be performed by persons duly authorised to act on behalf of the Buyer. It is assumed that person placing the Order is a person authorized by the Buyer to perform these activities.

5. The agreement is entered into at the receipt by the Seller of the acceptance of Proforma invoice from the Buyer, on the Proforma invoice validity date and at the fulfilment of any and all conditions defined in the Proforma invoice, in particular regarding prepayments.

6. In the event of high-value Orders (the level of which is each and every time verified by the Seller) placed by the Buyer's employees, the Seller reserves the right to request confirmation of the Orders by persons authorised to make declarations of intent and establish liabilities on behalf of the Buyer, as well as the right to request presentation of relevant authorisations.

7. The Seller reserves the right to refuse Order execution, in particular if the Order does not contain all relevant data, if the Buyer delays any payment to the Seller, if there is no positive verification of the Order, as specified in clause 5 and 6 above, or for other reasons specified by the Seller.

8. The Seller shall inform the Buyer by phone or e-mail about the refusal to execute the Order, irrespective of the reason for refusal.

9. In events provided for in these GTS, the Seller may withdraw from the Agreement in whole or in part. Unless the wording of the Seller's statement of withdrawal from the Agreement specifies otherwise, in the event the Order is executed in parts, the withdrawal has effect only in relation to the part of the Order that has not been completed, in particular, which has not been delivered to the Carrier.

10. The Seller, at his choice, sends the statement of withdrawal from the Agreement by e-mail to the address specified by the Buyer in the Order, framework agreement, or the Buyer's e-mail address available in particular on the Buyer’s website. The statement of withdrawal from the Agreement shall be submitted within 30 days of reasons for withdrawal.

 

IV. PRICE

 

1. The Agreement is entered into at prices specified on the Proforma invoice approved by the Buyer, or at prices specified in the sale document (in the event framework agreement is entered into with the Buyer).

 

V. PAYMENTS

 

1. In the event of payment in advance, the Order execution shall commence after the Buyer sends the Proforma confirmation and after the entire agreed amount is credited at the Seller's bank account. Shipment shall be made immediately after completing the Order.

2. Subject to provisions of clause 1, the Buyer shall pay the Seller price specified on the invoice to the Seller's account and within the payment date specified on the invoice. Should the Buyer fail to make the payment within due date referred to in the first sentence of this clause, the Seller may, at his option, terminate the Agreement with the Buyer with an immediate effect or withdraw from the Agreement under the terms and conditions defined in Paragraph III above. The Seller shall charge statutory interest for delay in commercial transactions for each day of delay in payment.

3. Should the invoice be issued in a currency other than Polish zloty, payment shall be made to the appropriate currency account specified by the Seller on the invoice.

4. The date of payment is considered to be the date the payment is credited to the Seller's bank account. Prices specified in the Price List are net prices, to which tax on goods and services (VAT) at the applicable rate shall be added.

5. VAT invoice and correcting VAT invoice shall also be considered delivered by sending it in electronic form to the e-mail address specified by the Buyer in the Order or to the e-mail address from which the Buyer placed the Order, to which the Buyer agrees. In the event of a correcting VAT invoice in an electronic form, the Buyer is obliged to confirm its receipt by sending an electronic confirmation to the Seller's address. In the event of a correcting VAT invoice in a paper format, the Buyer shall send a certified copy to the Seller's address indicated for correspondence in these GTS.

6. Unless the Parties agreed otherwise under separate arrangements, the Buyer shall not set off or deduct amounts claimed or due from the Seller as part of other obligation that binds the Buyer with the Seller or from any consideration due to the Seller from the Buyer under the agreement (no set offs).

7. The Seller is entitled to suspend the execution of Orders or delivery of Goods or may withdraw from the agreement in whole or in part, pursuant to Paragraph III, clauses 9-10, should the Buyer delay payments to the Seller. For this reason, the Buyer is not entitled to any current or future claims for damages or lost profits that may arise in connection with suspension of deliveries.

 

VI. DELIVERY

 

1. Goods delivery is paid additionally. In the event of low-value purchases, the Seller may also charge a fee related to Goods packaging. The criteria for logistic minimum, delivery charges and packaging fees are defined on the Seller's website or on Proforma invoice. Costs of issuing and collecting Goods under the Order placed by the Buyer shall be borne by the Buyer.

2. Goods are delivered through the Carrier.

3. The collection organized by the Buyer shall be possible only with the Seller's consent.

4. In the event that different periods of execution are provided for Goods covered by the Order, the longest envisaged period shall apply to the entire Order, and the Seller reserves the right to deliver the Order in parts.

5. Upon release of Goods, which are the object of the Order placed by the Buyer, to the Carrier or directly to the Buyer (in the event of personal collection), benefits and burdens related to the product and risk of accidental loss or damage to the product are transferred to the Buyer.

6. The Seller shall not be held liable for damage arising from incorrect or incomplete data provided by the Buyer when placing the Order, as well as caused by incorrectly provided contact details or delivery address.

7. It is assumed that the person collecting Goods on behalf of the Buyer is a person authorised by the Buyer to collect the delivery and sign the delivery note on the Buyer’s behalf as well as to perform other related activities.

8. In the event the Buyer fails to collect Goods ordered on one occasion, should such Goods be delivered through the Carrier, or in the event of failure to collect such Goods within 7 days of receipt of notification that Goods are ready for collection at the Seller's point of collection, the Seller may, at his option, specify a different collection date for the Buyer, deliver the Order, terminate the Agreement with the Buyer with an immediate effect, or withdraw from the Agreement under the terms and conditions specified in Paragraph III above. Furthermore, the Buyer is obliged to pay costs incurred by the Seller for failure to collect Goods referred to in this clause as well as cost of Goods shipment.

9. The Buyer undertakes to pay all costs incurred by the Seller for failure to collect Goods ordered by the Buyer.

 

VII. WARRANTY, LIABILITY, RETURNS

 

1. The selected products offered by the Seller are covered by the warranty of the manufacturer or importer. Terms and conditions of warranty are specified in a separate warranty document.

2. The Seller shall not be held liable in the event that Goods are stored, transported or used in a way that violates the conditions specified by the manufacturer of Goods.

3. Statutory warranty for defects, referred to in the Civil Code, is excluded.

4. Liability of the Seller towards the Buyer for lost profits is excluded.

5. The Seller shall not be held liable otherwise than as defined in GTC against damage caused to the Buyer or user by a tort or for any other reason regards in connection with Orders or deliveries (except for damage caused intentionally or caused by a dangerous product). The Seller shall not be held liable for any loss of profit or income, loss of time, or loss of possibility to use machines or devices due to defects in Goods. The Seller shall not be held liable for any special or indirect loss or damage.

6. The Buyer shall not be entitled to any claims against the Seller due to claims of third parties resulting from the use of the Goods.

7. Provisions of this Paragraph VII shall also apply to agreements entered into with quasi-consumers.

 

Delivery by the Seller or personal collection by the Buyer

 

8. Should the place of Goods delivery be the Seller's warehouse, or should Goods be delivered by the Seller, the Buyer is obliged to check the completeness and general technical condition of Goods upon their release.

9. Should the Buyer have reservations as to the completeness of Goods or their technical condition, or as to documents related to Goods, both Parties shall prepare an appropriate complaint protocol.

10. The Buyer's signature on Goods release document or sales document without drawing up a complaint protocol shall mean that the inspection has been carried out in compliance with clause 8 above and that Goods have been accepted without reservations.

 

Damage during transport

 

11. Should Goods be delivered by the Carrier, the Buyer is obliged to check their condition prior to confirming the receipt on a consignment note. In the event of damage or other reservations during the receipt of Goods by the Buyer, a protocol of reservations should be drawn up in the presence of the Carrier, specifying the quantity and type of damaged or missing Goods in accordance with the procedure in force for a given Carrier. The Carrier is held liable for damage caused during transport.

 

Shortages in order, possible complaints

 

12. In the event the Buyer has reservations as to the completeness of Goods, its technical condition, or documents related to Goods, he shall draw up an appropriate complaint protocol and send it to the Seller in writing or electronically to the Seller’s address no later than within 7 calendar days of Goods receipt.

13. After receiving the complaint protocol, the Seller shall determine if it is necessary to return Goods to the Seller's registered office. Costs of transport of Goods subject to complaint shall be borne by the Buyer.

14. The Seller accepts or refuses the complaint, notifying the Buyer about the decision in writing or electronically.

 

The right of quasi-consumers to withdraw from the agreement

 

15. Quasi-consumer who entered into a distance agreement or off-premises agreement may withdraw from the agreement within 14 days for no reason and without incurring costs, except for costs specified in Article 33, Article 34(2), and Article 35 of the Consumer Law.

16. The time frame for withdrawal from a distance or off-premises agreement is 14 days of the delivery of products, whereas to meet the said time frame, it is sufficient to send a relevant statement prior the time frame expiry.

17. In the event of withdrawal, the agreement is considered void.

18. Quasi-consumer withdrawing from the agreement is obliged to immediately return products to the Seller, but not later than 14 days of submitting the statement on withdrawal from the agreement. To meet the said time frame, it is sufficient to send the product prior to the time frame expiry.

19. Quasi-consumer returns the products that are the object of the agreement the quasi-consumer withdraws from at their own expense and risk.

20. Quasi-consumer shall be held fully liable for reducing the value of the product which is the object of the agreement if such reduction results from using the product in a way that goes beyond what is necessary to establish its nature, characteristics and functions.

 

VIII. INTELLECTUAL PROPERTY

 

1. The Buyer undertakes that without prior consent of the Seller, he shall not use any trademarks, commercial signs or symbols of the Seller.

2. Accepting these GTS, the Buyer grants the Seller a free, non-exclusive and unlimited in time and territory license for the use of the Buyer's business logotype for the purposes of the Seller's business activity in the following fields of use: recording, reproduction by any technique, entering the work into memory computer and computer network, public display or recording on the Internet, in particular on the Seller's websites. The Buyer agrees to place the aforesaid data in the list of the Seller's customers, available, amongst others, at the Seller's websites.

 

IX. PERSONAL DATA

 

1. Controller of the Customer’s Personal Data is the Seller.

2. Personal data of Customers is processed pursuant to the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation - GDPR).

3. Placing an inquiry at the Seller’s requires providing name, surname, and e-mail address. The said is basic personal data that the Seller must receive to respond to the inquiry. The Customer may also provide the Seller with his/her telephone number so that the Seller can contact the Customer by phone.

4. By placing an inquiry, the Customer also agrees to the processing of his/her personal data such as: name, surname, e-mail address and telephone number, if any, which the Customer provides voluntarily. The basis for the processing of the said personal data is consent of the Customer. There is no obligation to provide personal data, however the refusal to provide such data will make it impossible to respond to the inquiry.

5. Should the Customer decide to place an order or to purchase goods from the Seller, his/her personal data, such as: name, surname, address, e-mail address, and telephone number will be processed to perform the agreement pursuant to Article 6(1)(b) GDPR.

6. The Customer has the right to access his/her data and the right to correct such data. The Customer may at any time withdraw the consent to the processing of personal data or request that data processing is restricted. In such an event it is sufficient to submit the Seller relevant notification. Consent withdrawal shall not affect the legality of the processing that was carried out before the consent was withdrawn.

7. Customers' personal data shall be processed only for the purpose of responding to the submitted inquiry by e-mail or telephone or to perform the agreement. Customers' personal data shall not be transferred to other recipients of personal data. Personal data shall be processed only until the purpose for which data was collected is achieved.

8. Should the security of customer’s personal data be violated, the Customer has the right to file a complaint with the supervisory authority, i.e. to the President of the Personal Data Protection Office.

 

X. FINAL PROVISIONS

 

1. The Buyer is obliged to immediately notify the Seller of any changes in delivery addresses, authorisations, or powers of attorney, or else the correspondence and orders placed by currently authorised persons are considered effectively delivered to the last specified address.

2. To any and all matters not specified in these GTC, framework agreement or rules of additional services, and provisions of the Civil Code shall apply.

3. Should any of the provisions of these GTS be considered invalid, illegal, or unenforceable in any scope, this shall not affect the validity of the remaining provisions of the GTS.

4. Any and all matters and disputes arising from orders or agreements entered into between the Seller and the Buyer, in particular related to the establishment of a legal relationship between the Seller and the Buyer, its performance, termination, cancellation and pursuing claims for non-performance or improper performance of order or agreement shall be subject to the exclusive jurisdiction of competent courts of the Republic of Poland and Polish law.

5. The only court competent to settle any and all disputes arising from agreements or the performance of entered into by and between the Seller and the Buyer is the court competent for the registered office of the Seller.

6. Application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 is excluded by the Parties.

7. The content of these GTC may be amended. Amendments to the GTC come into force on the day of their publication on the Seller's website. Amendments shall not apply to Orders placed before the effective date of these GTS.

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