For the purposes of these General Terms and Conditions of Sale, the following terms, starting with capital letters, shall have the following meanings:
- GTCS - these general terms and conditions of sale and provision of services, determining the principles of placing Inquiries, conclusion and performance of Agreements by WEGA, as well as any preliminary or framework agreements related to the Agreement concluded in such a manner. The GTCS shall apply and constitute an integral part of any declarations of intent of WEGA (in particular with regard to Offers, Order confirmations) and Agreements concluded by the Parties, in particular Agreements that have already been concluded within the scope not regulated separately therein, as well as future agreements, unless the Parties explicitly agree otherwise in writing, under pain of invalidity. Referring to the GTCS in any declarations of intent of the Parties or Agreements concluded between Parties is not required for the purpose of the inclusion thereof in the content of these Agreements. The GTCS shall prevail over the EXW Incoterms Rules, which shall be applied only complementary to the extent to which they are not in conflict with the GTCS. Conclusion of the Agreement by the Parties shall constitute confirmation of becoming familiar and accepting the GTCS by the Seller and simultaneous annulment of terms of purchase/orders or any equivalent ones applied by the Buyer and being in conflict with the GTCS and replacement thereof by these GTCS. The rule mentioned in the preceding sentence shall also apply when WEGA does not object these terms in the manner provided by the Buyer. Any other terms of purchase/orders or equivalent terms applied by the Buyer are binding only to the extent to which they are not in conflict with these GTCS, or if they were individually agreed by the Parties in writing or in electronic form, under pain of invalidity. The GTCS shall be in force as long as they are replaced with new ones by WEGA.
- WEGA/Seller - WEGA-MIKOŁÓW Spółka z ograniczoną odpowiedzialnością Spółka Komandytowa, with its registered office in Mikołów, ul. Przyjaciół 125, 43-190 Mikołów, entered into the Register of Entrepreneurs kept by the District Court Katowice-Wschód in Katowice, 7th Commercial Division of the National Court Register under no. 0000473316, NIP (Tax Identification Number) 6351832321, REGON (National Business Registry Number) 243342092 or WEGA-MIKOŁÓW Spółka z ograniczoną odpowiedzialnością, with its registered office in Mikołów, ul. Przyjaciół 125, 43-190 Mikołów, entered into the Register of Entrepreneurs kept by the District Court Katowice-Wschód in Katowice, 7th Commercial Division of the Polish Court Register under no. 0000467582, NIP (Tax Identification Number) 6351832120, REGON (National Business Registry Number) 24330637, or WEGA-MIKOŁÓW S.C. Zbigniew Kruszyński, Tomasz Miksik, with its registered office in Mikołów, ul. Przyjaciół 125, 43-190 Mikołów, NIP (Tax Identification Number): 6351762193, REGON (National Business Registry Number): 240657777; when in the GTCS the reference is made to the Seller, it shall also be understood as WEGA acting as a recipient, party accepting orders, contractor, distributor, manufacturer, supplier, etc. irrespective of the type of Agreement;
- Customer/Buyer - a natural person, a legal person or non-corporate body which enters into the Agreement with WEGA or takes any action aimed at purchasing the Product; as from the date of the Agreement, the Customer shall be called the Buyer; when in the GTCS the reference is made to the Buyer, it shall also be understood as the Buyer acting as a provider, ordering party, investor, recipient, receiver, etc., irrespective of the type of the Agreement;
- Party - WEGA or the Customer/Buyer separately, Parties - WEGA and the Customer/Buyer;
- Product or Products - commercial products (machines and/or parts thereof) manufactured and/or sold and/or supplied by WEGA and/or services provided by WEGA under the Agreement; when in the GTCS the reference is made to the Product, it shall also be understood as individual parts or series thereof;
- Inquiry - enquiry to WEGA made by the Customer via email to make the Offer for specific Products in a determined quantity and range;
- Offer - an offer for specific Products prepared by WEGA based on the Inquiry or irrespective thereof; Information placed on the website of WEGA at
http://www.wegamikolow.pl/ (hereinafter referred to as: "WEGA's website"), in its catalogues, brochures, leaflets, advertisements and other publications - do not constitute an offer within the meaning of the Civil Code even if their price is indicated. Publications concerning the Products offered by WEGA are exclusively of informational character, while models and samples displayed by WEGA are used only for reference and exhibition purposes. Technical details of the Products provided as set forth in the first sentence of this section may be amended at any time.
- Order - an inquiry for the purchase of specific Products placed by the Customer based on the Offer or irrespective thereof;
- Agreement - placing the Order based on a specific Offer received individually by the Customer or Order confirmation by WEGA in the form of at least an email message shall result in the conclusion of the Agreement between the Parties based on terms provided in the GTCS and Offer accepted by the Customer, or - if there is no Offer - based on the Order Confirmation. When in the GTCS the reference is made to the Agreement, it shall be understood as an agreement concluded as a result of the acceptance of WEGA's Offer by the Customer, in accordance with the GTCS provisions, or as the Agreement concluded through the explicit WEGA's acceptance of the Order amended by the Customer compared to the WEGA's Offer or placed irrespective of the Offer, or a separate Agreement concluded by the Parties. The GTCS shall apply to the Agreement each time as regards the provisions not separately determined therein.
- Place of Delivery - a place to which the Seller shall be obliged to deliver the Product under the Agreement and/or from which the Buyer shall be obliged to pick up the Product on his own. The Place of Delivery shall be the Buyer's warehouse located in Mikołów, ul. Przyjaciół 125, unless otherwise agreed.
- Date of Delivery - a date when the Product is ready for collection by the Buyer or carrier at the Place of Delivery. The Customer acknowledges that the Date of Delivery may be subject to change. The Seller shall always inform the Buyer of any changes to the Date of Delivery by email. The Buyer hereby waives any claims against the Seller arising from changes to the Date of Delivery.
- Working Days - days from Monday to Friday, from 7:00 a.m to 3:00 p.m., except for statutory holidays on the basis of generally binding provisions of the Polish law;
Conclusion of the Agreement
- The Customer shall send the Inquiry to WEGA via email to the email address, which is always to be entered on the WEGA's website. For the sake of their validity, Inquiries placed by telephone shall be confirmed by email. In the absence of the email confirmation of the Inquiry placed by telephone, the content thereof shall be determined by the Offer.
- For the sake of validity, the Inquiry shall at least indicate:
- quantity and range of the Products the Buyer wants to acquire;
- preferred date and place of delivery of the Products;
- whether the Customer is an entrepreneur; if yes, giving NIP (Tax Identification Number) and full name of the Customer, as well as complete contact details, including KRS (National Court Register Number), the number of Business Activity Register or the Customer number in the register and the name of the register where he is registered as an entrepreneur - if the Customer has no place of business in the Republic of Poland;
- Based on the Inquiry, WEGA shall prepare the Offer and send it to the Customer using the email address thanks to which it received the Inquiry. In the absence of an email Offer, the content thereof shall be determined by the Order confirmation.
- The price of the Product indicated in the Offer shall be a net price and shall not include transport and packaging costs that are indicated separately, unless WEGA explicitly indicates in the Offer that the Product's price includes the transport and/or packaging costs.
- The Offer is valid for the period determined therein, in the absence of the term of validity - for 7 days, and in the absence of indication of the starting point of the term - from the date of its receipt by the Customer. If the Customer misses the Offer's validity term, the Agreement may be only concluded
- On the basis of the Offer provided by WEGA, the Customer shall place the Order (the Offer's acceptance) with WEGA, at least in the form of an email sent to WEGA. Placing the Order (thus the Offer's acceptance), within the term of validity of the Offer, shall constitute the conclusion of the Agreement by the Parties under the terms resulting from the Offer and GTCS. The Agreement shall be entered into under the terms resulting from the Offer (the Order Confirmation when there is no Offer) and the GTCS also when WEGA agrees to execute the Order placed by the Customer despite the fact that WEGA made the Offer in a manner different from the manner provided for in section 3 of this article, or when it fails to present the Offer, in particular (but not exclusively) informing the Customer about the Order acceptance for execution (the Order confirmation); in such a case - unless it results from the Offer presented by WEGA in a different manner - the Agreement shall be deemed concluded within 3 hours of receipt of the Order confirmation and not raising an objection against the use of the GTCS by the Customer within this period in the form of an email sent in response to the Order confirmation, together with the indication of the scope of the GTCS challenged, under pain of invalidity.
- Placing the Order by the Customer (and in the case of informing the Customer about the GTCS only in the Order confirmation - no objection within the period determined in the preceding section) shall be tantamount to making a statement that:
- The Customer has familiarized itself with the GTCS and accepts them without any objections,
- The GTCS shall replace any terms of purchase/orders or any other equivalent terms applied by the Buyer, to the extent regulated by the GTCS and being in conflict therewith (the provisions of this point shall be applicable also when the Buyer did not object the GTCS in the manner set forth by any regulations of the Buyer),
- The Customer has sufficient financial resources to pay for the Product and at the date when the Order is placed, neither a bankruptcy petition nor application for the commencement of restructuring proceedings were submitted, he is not involved in proceedings relating to his bankruptcy, restructuring or liquidation, there are no pending enforcement proceedings or proceedings to secure claims against it, as well as there are no prerequisites for declaration of bankruptcy or opening of restructuring proceedings,
- the Customer's spouse has been informed about conclusion and content of the Agreement and consented (the provision concerns exclusively Customers who are natural persons and members of partnerships, and in addition those who are married having a statutory or extended joint property of spouses),
- the Customer agrees to receive VAT invoices via electronic means. If the Customer does not accept electronic invoices, he must raise an explicit objection within this scope in the Inquiry,
- the Customer accepts VAT invoices without signature. If the Customer does not accept invoices without signature, he must raise an explicit objection within this scope in the Inquiry,
- a person acting on behalf and in the name of the Customer, shall be duly authorised to contract obligations on behalf and in the name of the Customer, and shall be fully liable for damages against WEGA for the accuracy of this statement, as well as for the obligation contracted (jointly with the Customer). For the purposes of this GTCS and the Agreement, it shall be assumed that a person accepting the Offer (placing the Order) on behalf and in the name of the Customer, shall be entitled to contract obligations on his behalf and in his name to the extent necessary to conclude and perform the Agreement,
- If WEGA has any doubts as to the truthfulness or timeliness of statements or data included in the Inquiry, in particular those referred to in the preceding sentence, WEGA may withhold sending the Order confirmation, and if such doubts arise after conclusion of the Agreement - performance of the Agreement, without any negative consequences, at the same time requesting additional documents and information. WEGA shall not fall into arrears until the Customer/Buyer does not supplement the documents requested by WEGA; if documents or information are not complemented within the time limit prescribed by WEGA, or in the absence of such deadline, within 7 days of receipt of the request, or supplementing data will result in impossibility to conclude or perform the Agreement, WEGA shall be entitled to refuse to conclude the Agreement, withdraw from the Agreement or termination thereof, effective immediately, without any negative legal or economic consequences for WEGA, based on terms provided in the GTCS.
- The Parties set out jointly that they conclude the Agreement exclusively on the basis of the statements and assurances of the Buyer referred to in this article, and the Buyer in addition declares that is aware that making untrue or out-of-date statements referred to in the GTCS and, in particular, in section 7 of this article, or failing to fulfil the duty referred to in the subsequent section, may constitute a ground for initiation of criminal proceedings concerning making the Seller to dispose disadvantageously of his property, as well as it results in full responsibility for damages of the Buyer against the Seller.
- If the circumstances referred to in the GTCS, and in particular in section 7 of this article, are subject to change after the Agreement is concluded, the Buyer undertakes to inform the Seller about that fact immediately, but no later than within 2 Working Days of the change of these circumstances, in writing, under pain of invalidity. If the Buyer fails to fulfil the obligation referred to in the preceding sentence, all the negative consequences shall be borne by the Buyer.
- If the Order provides any amendments compared to the Offer made by WEGA, the Customer, when placing the Order, shall be obliged to explicitly inform WEGA by direct indication in the Order content that the particular elements of the Offer have been changed by the Customer, and the Agreement between the Parties would be concluded only after a new Order is accepted by WEGA in writing (or in the form of an email). In the event of any dispute between the Parties is shall be assumed that failing to provide information on amendments in relation to the Offer by the Customer shall result in conclusion of the Agreement having the content resulting from the WEGA's Offer or if there is no Offer - the Order confirmation.
- If WEGA does not explicitly accept the Order or amendments referred to in the preceding section within 10 Working Days of the receipt of the Order by WEGA, it shall be tantamount to accepting the Order in full.
- Any verbal settlements, assurances, promises and guarantees made by WEGA's employees in relation to making the Offer or concluding the Agreement shall not be binding for the Seller.
Rights and Obligations of the Parties
- The Seller shall be entitled to the execution of the Order by third parties, without the necessity to obtain any prior consent of the Buyer within this scope, as well as inform it about that fact.
- The Seller undertakes to sell the Products and provide services of high quality.
- The Buyer, under the pain of full responsibility for damages against the Seller, in particular undertakes to:
- collect the Product at the Place of Delivery independently or by a carrier;
- timely pay the price and (unless it results from the Agreement that WEGA shall bear the costs), costs of packaging, loading, transport and insurance, when the Parties determine the other Place of Delivery than normally resulting from the GTCS, under the terms referred to in Article 5 of the GTCS and in the Agreement;
- apply the Product according to its intended use, as well as documentation provided with the Product, if such documentation has been drawn up for a given Product, and if there is no documentation, to apply the appropriate, generally binding standards adopted for a given Product, in particular with regard to sharpening blades applying an appropriate abrasive material for a given steel grade, and observing relevant requirements concerning cooling during sharpening;
- protect the Seller's trade mark on the same level as his own trade mark and in compliance with generally binding regulations in the territory of subsequent resale - if applicable;
- non-transfer, without prior written consent, under pain of invalidity, his rights and obligations resulting from the Agreement to third parties;
and, moreover, until the ownership of the Product passes to the Buyer, he undertakes also to:
- not make, without prior consent of the Seller in writing or by email, under pain of invalidity, any amendments and/or modifications to and/or adaptations of the Product;
- not change the place of the storage of the Product in relation to the Customer's registered office or other agreed place, without prior consent of the Seller in writing or by email, under pain of invalidity;
- make the Product available to the Seller upon his every request, under pain of WEGA's right to access the area when the Product is stored, without the Buyer's consent, provided that a third party participates in such activity as a witness, to which the Buyer hereby agrees,
- neither sublease, nor allow free of charge use of the Product or any part thereof to third parties;
- not establish a pledge on the Product, or liabilities in any form;
- upon initiation of bankruptcy, restructuring or liquidation proceedings concerning the Buyer, he shall be obliged to mark the Product in a manner indicating the existence of retention of title to the Buyer; if the Product owned by the Seller is seized in the course of enforcement proceedings concerning the Buyer's assets, he shall be obliged to inform the Seller about that fact immediately, but no later than within 1 Working Day and to cooperate in exercising its rights against the entity seizing the Product using all means available; upon the request of the Seller, the Buyer shall be obliged to provide all information concerning the place where the seized Products are stored immediately, but no later than within 1 Working Day;
- if the Seller has any doubts as to the solvency of the Buyer, the Buyer shall be obliged, at the first demand of the Seller, to immediately present personally, by email or fax, current balance sheet, financial statement and other documents requested by the Seller, making it possible to evaluate the financial standing of the Buyer.
Performance of the Agreement
- Unless the Parties explicitly agree otherwise in the Agreement, WEGA shall be responsible for loading the Product for the Buyer at the Place of Delivery normally resulting from the GTCS, while the Buyer shall be obliged to collect and transport the Product, or to provide a carrier for this purpose.
- The Seller shall always inform the Buyer of the Date of Delivery by email. The Date of Delivery may be postponed by WEGA up to 7 Working Days, without giving any reason, which shall not constitute the non-performance or improper performance of the obligations by WEGA and it shall not bring about liability for damages and contractual liability. The time limits referred to in the preceding sentence shall not apply to the events for which WEGA does not take any responsibility. In the situation referred to in the first sentence of this section, WEGA shall settle a new Date of Delivery with the Buyer.
- In the situation when the Place of Delivery is the place determined in accordance with the GTCS:
- The Product shall be deemed effectively delivered at the moment of its loading to the Buyer or the Buyer's carrier at the Place and on the Date of Delivery,
- upon the effective delivery of the Product, the responsibility for any damages, including incidental loss or damage to the Product shall be transferred to the Buyer,
- In the situation when the Parties determined a different Place of Delivery that the place normally resulting from the GTCS:
- WEGA shall be not responsible for any losses, damage or direct and indirect costs resulting from errors, flaws or delays in the delivery caused by actions or omissions of the carrier,
- cost of transport, including loading, packaging, insurance, etc. shall be added to the invoice for the Product as a separate item, unless it directly results from the Offer, that WEGA shall bear the costs,
- The Product shall be deemed effectively delivered at the moment when it is left for unloading to the Buyer or the Buyer's carrier at the Place of Delivery. The responsibility for any Product's losses or damages shall be transferred to the Buyer at the moment when it is left for unloading to the Buyer or the Buyer's carrier,
- Upon the effective delivery of the Product by WEGA, WEGA shall transfer all the claims against the carrier resulting from the contract of carriage of the Product concluded, as well as any other claims against the insurer of the delivery of the Product, without the need to make any further declarations of intent in this scope.
- All documents provided by the Seller together with the Product, if any have been prepared, indicating the Product's quality, parameters and technical features, shall not constitute the Seller's confirmation on data contained therein, and therefore shall not constitute the assurance that the Product meets all the criteria provided therein. The documents provided shall be deemed, each single time, only the Buyer's information that the Product, in accordance with producer's statement, was manufactured in compliance with the criteria provided in documents.
- The Buyer shall be obliged to collect the Product on the Date of Delivery and from the Place of Delivery. When this time limit expires, WEGA may charge the Buyer with a contractual penalty for a delay in picking up the delivery, and after the next 2 Working Days, WEGA may cancel the Order (withdraw from or terminate the Agreement with immediate effect - at its own choice) and dispose of the Product freely.
- The receipt of the Product by the Buyer shall be understood as signing the acceptance/delivery documents by the Buyer or the person authorised by it and the apposition of a seal by the Buyer (if he is an entrepreneur). It shall be assumed that the person signing the acceptance/delivery documents is authorised to do so by the Buyer (irrespective of representation rules resulting from generally binding regulations or internal regulations of the Buyer, as well as irrespective of the scope of duties to the Buyer and the basis of employment of that person by the Buyer, including the lack of such basis).
- The Customer undertakes to examine the Product on the Date of Delivery in terms of quantity and quality, i.e. with regard to any defects apparent at first glance (the above provision shall not apply to hidden defects that may be notified during the guarantee period, provided that the guarantee was underwritten). The completeness of the Product documentation attached, referred to in section 5 of this article shall be also examined. After the examination of the Product and documentation attached, in accordance with this section, the acceptance/delivery document shall be signed by the Buyer or the person authorised by it. Signing of the acceptance/delivery document shall be tantamount to ascertainment of quantitative and qualitative conformity of the Product with the Order and non-existence of the defects, referred to in the first sentence of this section, unless the Buyer has signed the acceptance/delivery document with explicit objections. The Buyer may not release itself from the obligations provided in this section, as well as from the effects of the non-performance thereof, invoking the transactions and acceptance policy adopted. A refusal of signing the acceptance/delivery document, shall deprive the Buyer of the right to raise the objections, and furthermore the document signed ex parte by WEGA or the carrier shall be binding for the Buyer.
- If the Buyer finds any defects in the deliveryreferred to in the preceding section, the Buyer shall be obliged to make a complaint of delivery to the Seller, not later than within 3 calendar days from the Date of Delivery, by sending to the Seller's address, under pain of invalidity, a complaint letter including a detailed description of defects, copy of the signed delivery note together with the specified objection of the Buyer, or the person authorised by its, as well as with the signature of WEGA or the carrier. For the sake of its validity, the complaint requires also a date and signature of the person authorised to represent the Buyer, as well as sending it to the Buyer by registered mail. The date of sending the letter in the public operator post office shall be deemed as the date of sending the complaint.
- If the deadline referred to in section 9 of this article is not met, not raising the objections to quantity or quality of the Product, as well as to the completeness of the Product documentation attached, in the form provided in section 7 of this article, or improper complaint of delivery (not fulfilling the requirements provided in section 9 of this article), shall result in losing the right to raise any claims on this account at a later date by the Buyer.
- The Seller shall handle a properly-made complaint of delivery within 14 days of its receipt. Ineffective expiration of term, referred to in the preceding sentence, shall be deemed as disallowance of the complaint by the Seller.
- If the complaint is accepted, the Seller - at its own choice - shall repair or replace the faulty Product or part thereof with the Product free from defects within the time limit agreed with the Buyer, but not shorter than 14 Working Days, at his own expense, or he shall lower the Product's price proportionally.
- The Buyer shall be responsible for unloading the Product, using the appropriate equipment designed for unloading this type of Products, as well as engaging duly qualified staff. The Seller shall be fully responsible for the Product's defects that occurred during unloading. Starting unloading by the Buyer without signing delivery documents shall be deemed as the acceptance of the Product without reservations. It shall be assumed that the person performing unloading is authorised to do so by the Buyer (irrespective of representation rules resulting from generally binding regulations or internal regulations of the Buyer, as well as irrespective of the scope of duties to the Buyer and the basis of employment of that person by the Buyer, including the lack of such basis).
- If the Buyer impedes or prevents the delivery of the Product by any means (e.g. he refuses to collect/accept the Product at the Date of Delivery without justification, the Place of Delivery is not available, there are no persons authorised to pick up the Product, etc.), the Seller may charge the Buyer with all costs incurred on this account (including the costs of the Product's storage, return delivery to the Buyer's warehouse, repeated delivery according to the costs actually incurred and taking into consideration the time by man-hour rate applied by the Buyer at a given moment etc. as well as full compensation for non-performance or improper performance of the Agreement), and the Buyer hereby undertakes to cover these costs unconditionally and irrevocably. In addition, the Seller shall be entitled to charge the Buyer with the contractual penalty referred to in Article 12 section 1 letter c or d of the GTCS, at his own discretion, as well as cease performing his obligations resulting from the Agreement or any other Agreements, without any negative consequences, and/or terminate the Agreement or any other Agreements with immediate effect or withdraw from the Agreement by fault of the Buyer, informing the Buyer about that fact by email or otherwise if there is no email.
- In the situation described in the preceding sentence, WEGA may settle a new Date of Delivery ex parte and shall inform the Buyer about that fact by email or otherwise if there is no email. The new Date of Delivery shall be binding on the Buyer. At the same time, WEGA may, at its own discretion, charge the Buyer with the Product's storage costs until the next Date of Delivery in the net amount of PLN 100 for each 24-hour period of pick-up delay started.
- If the Buyer does not pick up/accept the Product on the new Date of Delivery determined in a manner referred to in the preceding section of this article, refuses collecting/accepting the Product, does not provide the appropriate equipment or staff to unload the Product, or in other way prevents or impede the Product's collection, provisions of section 14 of this article shall apply mutatis mutandi.