General Terms of Sale
GENERAL TERMS OF SALES No. 01/2019
of Przedsiębiorstwo Produkcyjno-Usługowe “KOMNINO” Sp. z o.o., with its registered office in Komnino
- Seller - Przedsiębiorstwo Produkcyjno-Usługowe “KOMNINO” Sp. z o.o., with its registered office in Komnino, Komnino 8, 76-213 Gardna Wielka, registered in the National Court Register under KRS no. 0000154964 by the District Court for Gdańsk-Północ in Gdańsk, 8th Commercial Division of the National Court Register;
- Buyer - an entrepreneur in the meaning of Art. 431 of the Civil Code;
- Parties - the Seller and the Buyer;
- Products - vessels for compressed air, mud traps, vessels for liquids and gases, sand spreader containers, valves and fittings for vessels, and other movable items offered for sale by the Seller;
- Services - services performed by the Seller, in particular ones related to preparation of documents for vessels, design, and consulting;
- Contract - the contract for sale of products or services, concluded between the Seller and the Buyer;
- GTS - the Seller’s General Terms of Sales;
- Incoterms - the rules announced by the International Chamber of Commerce applicable to deliveries of goods in international conditions, in the 2010 version;
- User instruction - - documentation containing the principles of assembly and operation of the Products, provided to the Buyer by the Seller.
II. GENERAL PRINCIPLES
- The present General Terms of Sales (hereinafter referred to as GTS), prepared by Przedsiębiorstwo Produkcyjno-Usługowe “Komnino” Sp. z o.o., with its registered office in Komnino, apply to sales of Products and Services by the Seller.
- The GTS constitutes general terms of contracts in the meaning of Art. 384 et seq. of the Civil Code.
- The GTS are published by posting on the Seller’s website at the following address: http://www.komnino.com.pl.
- Sales of Products and Services take place only in compliance with the General Terms of Sales.
- Lack of reservations in relation to the Seller’s GTS expressed within 24 hours from the date of sending a confirmation of receipt of a purchase order by the Seller is considered as equivalent to acceptance of the GTS by the Buyer.
III. CONCLUSION CONTRACTS
- Information, price lists, and other advertising and commercial materials intended for unspecified recipients do not constitute a proposal but rather only an invitation to negotiations.
- Contracts must be concluded in writing, on pain of invalidity. In order to conclude a contract in writing, the Buyer is obliged to make an order on his company print, sign the name and surname, and then:
(a) sending the prepared order via e-mail to the following address: firstname.lastname@example.org or
(b) sending the prepared order by fax to number 59 848 87 15 or
(c) sending the Seller by post to the address of the Seller's registered office (76-213 Garda Wielka, Komnino 8) or
(d) submit in person to the Seller.
In addition, the order can be placed via the website www.komnino.com.pl/pl/Offer/CustomBasket and also then it is assumed that the written form of the order is observed. Each purchase order should contain, as a minimum, the specification of the ordered goods or services, information on the quantity, the price, the terms and methods of payment, the place and date of receipt of the goods, the terms of transport, the deadline for fulfillment of the purchase order, and the person authorized by the Buyer to receive the goods. Moreover, each purchase order should contain the full name of the Buyer, the exact address of the place of residence or the registered office of the Buyer, the number under which the Buyer is registered in the business activity register or the National Court Register (KRS) number, as well as the taxpayer identification number (NIP). The Buyer is bound by the submitted purchase order for a period of 30 days from the date of confirmation of the purchase order by the Seller.
- After submission of the purchase order, the Seller is required to confirm the receipt of the purchase order. The contract is concluded if, within 7 days of the date of its confirmation of the receipt of the purchase order, the Seller does not declare that:
- the Seller refuses to accept the purchase order or
- the Seller does not request that some missing information in the purchase order be provided.
- In the case of some elements of a purchase order, the Seller has the right to demand that they be completed. If the Seller has demanded that missing elements of the purchase order be completed, the contract is concluded at the time when the Seller confirms that the purchase order is complete and will be fulfilled.
- The Seller reserves the right to grant any discounts and rebates for the Products and Services it sells.
V. TERMS OF DELIVERY OF PRODUCTS, BUYER’S DUTIES
- If a purchase order is submitted for goods whose value exceeds PLN 200.00 net, the transport of the Goods will be paid for by the Seller if the place of delivery is located in Poland. The delivery should take place by the time limit specified in the contract, the confirmation of the purchase order, or the schedule of deliveries agreed by the Parties - subject to items 14 and 15 below.
- The time limit for delivery specified in the contract, the confirmation of the purchase order, or the schedule of deliveries agreed by the Parties starts at the time when the Buyer has provided all documents and information necessary for proper fulfillment of the delivery (in particular the necessary technical data for the ordered goods, the exact location of the delivery, the dates of deliveries, the times when the delivery can be performed, the person authorized to receive the goods, and the telephone number that can be used to inform the Buyer about unexpected difficulties that have occurred during the transport and affect the date and time of the delivery), and if payments before the delivery have been agreed, when the Buyer has made the agreed payments.
- The place of delivery of the Products is a place indicated by the Buyer, which should meet at least the following minimum conditions: a paved surface and unrestrained access that enables transport by a road vehicle with loading capacity suitable for the weight of the ordered Product.
- Confirmation of the issue of the Products is made using a WZ document, a shipping list, a CMR document, or other documents required by the Buyer, provided that they have been agreed with the Seller.
- If the Buyer collects the Products using its own means of transport or using the services of a carrier company, the place of delivery is considered to be the Seller’s site.
- The Buyer is required to perform an acceptance inspection with regard to the quality and quantity of the products after the transport and, possibly, the unloading has been completed. Deliveries of Products performed by the Seller do not include unloading of the Products. If the Products are found to be defective, the Buyer is required to abstain from their installation, to inform the Seller of this fact without delay, to protect the Products against damage, and to notify the Seller of the defects. If the Buyer has installed the Products with defects found previously, the Seller will not bear the costs related to the disassembly and reinstallation of the Products.
- The duty of the Buyer is to make sure that the person authorized to receive the Products is present at the indicated place. If the person authorized to receive the Products is not present in the place indicated by the Buyer, the Seller has the right to issue the Products to the person who undertakes to receive the Products on behalf of the Buyer at the expense and risk of the Buyer. In such a case, the risk associated with the issue of the Products will be borne by the Buyer.
- At the time of receipt of the Products by the Buyer, the quality and quantity of the Products must be checked.
- The terms of delivery can also be defined using the Incoterms rules.
- In the event of resale of the Products, when offering the Products, the Buyer undertakes to use only the photos of the Products posted on the Seller’s website (http://www.komnino.pl) or photos obtained from the Seller and to make sure that each time the logo of the manufacturer is displayed. Also the description of the product must always contain a clear indication of the manufacturer of the product. The provision of item 10 applies in particular to offering products for resale on the Internet, in sales catalogs, etc.
- The Buyer must require the successive buyer of the Products to comply with item 10 and, respectively, item 11, and to each time reserve contractual penalties indicated in items 10 and 11 to the benefit of the Seller. Should the Buyer and further buyers fail to fulfill the requirement specified herein, they will be required to pay to the Seller a contractual penalty equal to PLN 50.00 for each violation.
- Should the Buyer fail to fulfill the requirement specified in item 10, the Buyer will pay to the Seller a contractual penalty equal to PLN 50.00 for each violation. In the event of the Buyer’s failure to make the graphic content of the resale offer fulfill the requirements specified in item 10 within 3 days of the call by the Seller to do so, the Buyer will pay a contractual penalty equal to PLN 100.00 for each started day after the expiry of the indicated deadline during which a product is offered in violation of the requirements specified in item 10.
- After receiving the Products, the Buyer is required, without delay (within 24 hours) to check, unpack, and take the Products off the pallets in order to avoid damage the coating on the Products, in particular to avoid changes in the color, spots, chipping, etc.
- If, in accordance with the provisions of item 1, the contract, the confirmation of the purchase order, or the schedule of deliveries, the cost of transport of the Goods is borne by the Seller, the agreed date of delivery may be changed by not more than two days (i.e. the delivery may be performed either two days earlier or two days later than the originally agreed date of delivery). The Seller cannot be held responsible for any delays that are due to the carrier’s fault.
- Subject to separate, individually agreed remuneration, the Buyer may require a delivery in Poland on a specific date without a possibility to change the date; however, also in such a case, the Seller cannot be held responsible for delays due to the carrier’s fault. In such a case, par. 14 does not apply. Any agreements concerning individual terms of delivery should be confirmed in writing, on pain of invalidity. The above requirement concerning the written form is fulfilled if the Seller sends to the Buyer an electronic mail message with confirmation of the individual terms of delivery.
- In other cases, i.e. those not listed in items 1 and 14, the cost of transport is always borne by the Buyer, unless the Parties agree otherwise in writing, on pain of invalidity. The above requirement concerning the written form is fulfilled if the Seller sends to the Buyer an electronic mail message with confirmation of the change of the GTS.
- If the Buyer/Recipient does not collect the goods on the agreed date and time, the Buyer is required to always bear the full cost of transport of the goods, also in situations described in items 1 and 14 above, and to remedy the damage done.
- If the order includes goods which, according to the order, will be galvanized, the Seller will paint the goods with paint for galvanized surfaces due to the possibility of the so-called "White corrosion" (a phenomenon involving the oxidation of zinc,which results in a white coating on the galvanized surface). At the express request of the Buyer, formulated in writing (for the written form is also considered an e-mail), the Seller will withdraw from painting goods with paint to galvanized surfaces, however in this case the Seller is not responsible for the so-called "White corrosion".
- If the ordered product is a vessel that will be subject to galvanizing process, in accordance with point 18 above, the Seller is not liable for contamination during galvanizing, in the form of deposits and ashes deposited inside the tank, if the tank does not have an inspection hatch. The lack of an inspection hatch makes it impossible to thoroughly inspect and clean the inside of the vessel.
VI. TERMS OF PERFORMANCE OF SERVICES
- The place of performance of Services is the Seller's site, unless the Contract or the characteristics and type of the Services require otherwise.
- Completion of a Service can be confirmed in an acceptance report that confirms that the Service has been performed properly or, possibly, states the Buyer’s reservations.
- The date of completion of the Service specified in the Contract, the confirmation of the purchase order, or the schedule agreed by the Parties is extended if the Buyer is late in performing its contractual obligations, in particular is late in providing to the Seller all the documents and information necessary for proper performance of the Service and, if payments before completion of the Service have been agreed, by the duration of the delay in the agreed payments.
VII. TRANSFER OF RISK
- Transfer of the risk of accidental loss of or damage to the Products to the Buyer takes place at the time of their issue to the Buyer or the carrier (regardless of who covers the cost of transport).
- If the delivery is performed in accordance with chapter V item 1 of the present GTS, i.e. at the Seller’s cost, and in cases specified in chapter V item 15, the risk of accidental loss of or damage to the Products is transferred to the Buyer at the time of issue of the goods to the first carrier, unless the Parties agree otherwise in writing, on pain of invalidity. The above requirement concerning the written form is fulfilled if the Seller sends to the Buyer an electronic mail message with confirmation of the change of the terms specified in the GTS.
- The transfer of risk can be specified using the Incoterms rules.
VIII. TERMS OF PAYMENT
- The Parties will consider the payment date to be the payment when the money is credited in the Seller’s account.
- The Seller may require the Buyer to make a prepayment (advance payment) if the Contract provides so.
- The Buyer undertakes to inform the Seller in writing without delay about each change of its registered office or place of residence.
- The Seller may charge the maximum interest for any delays in payments.
IX. RESERVATION OF THE OWNERSHIP RIGHTS
- Until the full payment for the Products is made, the Products remain the property of the Seller (suspending condition).
- In the event of a delay in the payment for the Products exceeding 14 days, the Seller may withdraw from the Contract within one year from the date of the agreed payment. In such a case, the Buyer is required to return all Products that have not been paid for, at its own cost and risk, to deliver them to a place indicated by the Seller, at its own cost and risk, and to pay the due compensation.
X. FORCE MAJEURE
- The parties consider the following events as “Force Majeure”:
- war, warfare (regardless of whether the war has been declared or not), invasion, operations of external enemies,
- rebellion, terrorism, revolution, uprising, military or civilian coup d’état or civil war, mutiny, unrest, turmoil,
- strike or lockout caused by persons other than the personnel of the Parties;
- events connected with military ammunition, explosives, ionizing radiation, or radioactive contamination, with the exception of those caused by the Parties, as well as natural disasters, such as e.g. earthquakes, hurricanes, typhoons, volcanic activity, floods.
- None of the Parties will be held responsible for failing to perform its duties or performing them improperly due to occurrence of the circumstances enumerated in par. 1.
- The Seller and the carrier will not be held responsible for delays in transport of goods resulting from:
- promulgation of acts by public authorities (e.g. according to the procedure specified in the Regulation of the Minister of Transport of 31 July 2007 concerning periodic restrictions and prohibition of road traffic of certain types of vehicles - Journal of Laws no. 147, item 1040, as amended);
- obstructions and difficulties in road traffic (e.g. bicycle races and other mass events, pilgrimages, traffic accidents);
- other obstructions caused without the default of the Seller or the carrier.
XI. INTELLECTUAL PROPERTY
- Transfer of author’s economic rights to the drawings, calculations, technical computations, opinion documents, and other works (in the meaning of the Act of 4 February 1994 on copyrights and related rights - Journal of Laws no. 24, item 93, as amended) delivered or made available to the Buyer at the time of conclusion of the Contract will be made in writing on pain of invalidity. The Buyer may use the works mentioned in the previous sentence only for purposes connected with the performance of the Contract and the works may not be, either fully or partly, duplicated or made available to third parties without a prior written agreement of the Seller (License).
- In connection with the duties defined in chapter V item 10-12, the Seller grants to the Buyer, as well as to further buyers, a license to use the photos of the Products that are posted on the Seller’s website, or photos provided in other ways to the Buyer, and permits their use in the following fields of exploitation: use of the photos in sales offers of products or promotional materials, online auctions, and online stores. The License does not include the right to change or edit the photos, with the exception of changing their size to match the Buyer’s needs.
XII. GUARANTEE FOR THE PRODUCTS
- The Seller undertakes to eliminate physical defects of the Product or to deliver a Product that is free from defects if the defects become noticed within the time limit specified in par. 2.
- The period of the warranty for the Products is equal to 12 months from the date of their issue to the Buyer.
- The Buyer acquires the rights under the warranty provided that the Buyer has made the full payment by the date specified in the invoice issued for the Products.
- The responsibility under the warranty covers only defects that are due to causes inherent to the sold Products.
- The Buyer is entitled to make possible claims under the warranty only if the Buyer has fulfilled the requirements specified in item 11 of the Terms of delivery, has performed the Buyer’s duties, and has informed the Seller of the noticed defects within the required time limit.
- If the Products are found to be defective, the Buyer is required to abstain from their installation, to inform the Seller of this fact immediately, to protect the Products against damage, and to notify the Seller of the defects. If the Buyer has installed the Products with defects found previously, the Seller will not bear the costs related to the disassembly and reinstallation of the Products.
- The Seller will perform its obligations resulting from the warranty without delay
- The warranty does not cover defects of and damage to the Products that are due to:
- installation of the purchased Products that is improper and does not comply with the instruction or the state of the art in the construction industry;
- use of inappropriate materials and equipment to install the Products;
- use of the purchased Products that is improper and does not comply with their intended use or with the instruction;
- improper storage or transport of purchased Products.
- The following defects that are allowed by relevant standards are not covered by the warranty and are not considered as defects:
- deviations in dimensions and appearance of the Products;
- chipped top coat of the Products that are due to their use;
- natural changes of the colors of the Products that are due to their use, in particular occurrence of limescale spots.
- The Buyer will lose its rights under the license if it fails to observe the principles specified in the vessel installation instruction contained in the vessel’s documentation in accordance with item 3.0 of the User Instruction.
- The Buyer is required to inform the Seller immediately of any defects of the Products that the Buyer notices. The Seller cannot be held responsible for damages resulting from any delays in notification of any defects.
- Existence of a defect is confirmed by the Parties formally after a visual inspection.
- The warranty can only be carried out on the territory of the Republic of Poland. If the Product is located outside the territory of the Republic of Poland, in order to exercise the rights under the Guarantee, the Buyer is obliged to deliver the Product to the Seller's registered office.
- In connection with the quality warranty that is granted, the Seller’s responsibility under implied warranty for defects is excluded. This also applies to the situation described in point 16 of chapter XII (i.e. above). In addition, compensations for physical defects of items in accordance with general principles (including pursuant to Art. 471 et seq. of the Civil Code) is excluded, unless a defect is caused by purposeful actions of the Seller.
XIII. COST OF STORAGE OF PRODUCTS THAT ARE NOT COLLECTED ON TIME
- If the Buyer fails to collect the Products on the date specified in the Contract, the Seller has the right to charge the Buyer with storage costs equal to 1% of the net value of the purchase order for the Products for each started day. In such a case, the Products can be issued to the Buyer only if the Buyer has paid the cost of storage of the Products.
XIV. FINAL PROVISIONS
- Any and all changes to the Contract must be made in writing on pain of invalidity, whereby this requirement is considered as fulfilled if the Parties’ declarations of intent are sent by electronic mail or fax.
- The proper law for the Contracts concluded between the Parties is the Polish law.
- The proper court to adjudicate any disputes arising in connection with the concluded Contracts (including ones related to the conclusion of a Contract, the determination of its content, changes to it, determination of its existence, its performance, termination, or declaration of invalidity, as well as compensation for failure to perform or improper performance of a Contract) is the court of competent jurisdiction for the registered office of the Seller.
- The present GTS does not apply to Consumers.