General Terms And Conditions Of Sale

GENERAL TERMS AND CONDITIONS OF SALE

FIRE PROTECTION 24 SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ

Section 1

Purpose, scope of regulations and applicability of the General Terms and Conditions of Sale

1. The purpose of the General Terms and Conditions of Sale, hereinafter referred to as GTCS is to regulate mutual rights and obligations arising from the agreement on sale of products offered by FIRE PROTECTION 24 Spółka z ograniczoną odpowiedzialnością with its registered seat in Mysłowice 41-400, ul. Partyzantów 7, registered in the Register of Entrepreneurs of the National Court Register kept by the District Court Katowice-Wschód in Katowice, VIII Commercial Division of the National Court Register under the number 0000550917, share capital of PLN 5,000.00, Tax Identification Number (NIP): 6322012555 and the Statistical Number (REGON): 361296707, hereinafter referred to as the Seller.

2. GTCS shall be binding to the entities which conclude sales agreements with the Seller, hereinafter referred to as the Buyers, excluding the consumers within the meaning of the Civil Code.

3. GTCS shall constitute an integral part of the sales agreements to be concluded with the Seller and they specify mutual rights and obligations of the Seller and the Buyer. Any derogation from GTCS shall be made in writing, otherwise shall be null and void. In case of any discrepancies between the terms of the agreement and GTCS, the terms of the agreement between the parties shall prevail.

4. GTCS are issued for the attention and acceptance of the Buyer at the latest when the Buyer places an order and shall be available on the website www.fireprotection24.eu/en/ows . Placing an order by the Buyer shall be considered as acceptance of the Seller’s GTCS. If the Buyer remains in permanent trade relations with the Seller, the acceptance of GTCS by the Buyer with the first order shall be considered as their acceptance for all other orders and sales agreements, until the content of GCTS is changed or repealed.

5. No objections of the Buyer which are contrary to GTCS shall be binding to the Seller, even if the Seller has not expressed an explicit disapproval against such terms or objections.
    

Section 2

General provisions

1. All and any information related to the offered products, conversion factors, dimensional and weight tolerance as well as the quality which have been presented by the Seller in catalogues, promotional brochures as well as on the website are of informative nature only and shall not constitute an offer within the meaning of the Civil Code. If the Seller has any documents including detailed information on the technical parameters of products, such documents may be published on the Seller’s website. The Seller may also send these documents by e-mail, at the request of the Buyer. The abovementioned documents shall be made available in the language they have been written.

2. Depending on the type of the product, the product shall be sold by number or quantity, by units of sale (e.g. mb, kg).

3. The Buyer shall bear the responsible that the technical data, quality and quantity of products specified in the agreement correspond to its needs. The Seller may provide the Buyer with an assistance in choosing the type, parameters and quantity of products, taking into consideration the purpose of their use. However, the Seller shall not be responsible for the accuracy of the selection of products for the particular use of the Buyer or its further customers.

Section 3
Performance of an Order

1. The Seller shall be obliged to deliver the products in accordance with the concluded sales agreement.

2. The Buyer shall be obliged to inspect the products in terms of quantity on receipt of the products. Any objections to the quantity of the delivered products shall be specified in a document signed by the supplier (e.g. a bill of lading, Stock Issue Confirmation etc.) and if the products are collected at the seat of the Seller, the document shall be signed by the employee who issues the products.

3. The Buyer shall be obliged to notify the Seller about any inconsistencies in terms of the quantity of the issued products, immediately after receipt of the products, however no later than within 3 days from the date of receipt of the products, otherwise the Buyer shall lose the right to claim in terms of the shortages. The notification shall be made in writing or by e-mail, otherwise shall be null and void.

4. The Seller shall, if required by the Buyer, confirm the technical data of the products by enclosing a copy of a relevant quality certificate, provided that the Seller has received such a certificate from the manufacturer or distributor of the products. The Seller may charge a fee for the preparation of such a copy according to applicable rates, unless the parties agree otherwise.

5. Unless otherwise agreed in the agreement, the products shall be collected at the seat of the Seller.

6. Unless otherwise agreed in the agreement, the Buyer shall be obliged to collect the products immediately after being informed that the product is ready for collection. In case of delay in delivery, the Buyer may be charged with the storage costs and the storage of products may be entrusted to a third party at the cost and risk of the Buyer, subject to other rights of the Seller.

7. If the delivery is performed to the Buyer using the transport means of the Seller, the Buyer shall be obliged to ensure the access to the unloading site for a lorry, equipment and staff to unload the products as well as to verify the quantity and quality of the delivered products. The Seller shall not be liable for any damages to the products or delays in the delivery caused by failure to fulfil the abovementioned obligations by the Buyer. The Seller shall be entitled in particular, to charge the Buyer with the costs of unjustified stoppage.

8. The Seller shall not be liable for any delay in the performance of the agreement and the delivery deadline shall be extended by the duration of the obstacles which have arisen due to reasons not attributable to the Seller, in particular: untimely delivery of products by the Seller’s contractors, force majeure, unpredictable disruptions in the Seller’s operations, including transport and customs delays, damages in transport, inclusive of road blockades, time limitations in truck traffic, electricity shortages, shortages of materials and raw materials etc. If the Seller fails to meet the deadline for delivery due to the abovementioned reasons, the Buyer shall not be entitled to any claims for damages resulting from non-performance or untimely performance of the agreement.

9. In the event of any delays in payments for the products by the Buyer and in case the products are not collected within the deadlines, the Seller shall be entitled to suspend the execution of further orders until all the outstanding payments are made or the products are collected.

Section 4

Prices, terms of payment and delivery of products

1. The prices of products specified by the Seller are net prices and do not include VAT, unless otherwise agreed in the agreement. The VAT rate applicable on the date when the tax obligation arises shall be added to the net price of the product.

2. Any costs of delivery to the Buyer and other additional services shall be agreed individually when an order is placed. Any other costs that may arise during the execution of the order, e.g. reloading, cutting, wrapping, handling as well as other fees, charges and taxes applicable during the execution of the order shall be charged to the Buyer, unless the parties agreed otherwise.

3. The Buyer shall be obliged to pay for the ordered products in a manner and within the deadline specified in the VAT invoice. The payment date shall be the date when the Seller’s account is credited.

4. If the Buyer issues a notification on any defects or objections concerning the quantity of the products, the Buyer shall not be released from the obligation to make the payments under the VAT invoices within the deadlines.

5. If the payments are made after the deadlines, the Seller reserves its right to charge interest for any delay at the statutory rate and it shall be entitled to remedy, in addition to the principal amount and interest for late payment, to which the Seller has a right under applicable laws, including in particular for the reimbursement of court fees, enforcement fees, costs of legal representation as well as all other costs associated with recovery of receivables.

6. The products remain the property of the Seller, until the Buyer pays full purchase price.

7. The risk of loss or damage to the products shall be transferred to the Buyer as of the issuance of the products to the Buyer and in case of delivery of goods by a carrier, as of handing over the goods to the carrier.

8. In case of delivery of products by a carrier, the Seller shall provide packaging of products appropriate for the means of transport. Packaging costs shall be included in the delivery cost of the product.

9. In case of delay in payment of the purchase price by the Buyer exceeding 30 days from the payment date specified in accordance with Section 5(3) of GTCS, the Seller shall be entitled to withdraw from the sales agreement without setting an additional date of payment for the Buyer, within 3 months from the date when the abovementioned circumstances occurred. The above-specified right to withdraw from the agreement shall not exclude any other rights of the Seller related to the delay in payment of the purchase price, which the Seller may exercise independently.

Section 5

Warranty and Guarantee

1. The Seller’s liability under the warranty for the products sold shall be excluded under Article 558(1) of the Civil Code.

2. The Seller grants to the Buyer a quality guarantee for the products sold under the conditions specified in this Section.

3. The Buyer agrees to strictly observe the instructions regarding further processing of products (production instructions), assembly, start-up and operation (manual). The Seller’s liability under the guarantee shall be excluded, if the Buyer fails to comply with these instructions and manuals or if the Buyer fails to meet the legal conditions for admitting the product for trading and common use, or admission for trading and individual use.

4. The Buyer shall be obliged to inspect the products in terms of quantity on receipt of the products. Any objections to the quantity of the delivered products shall be specified in a document signed by the supplier (e.g. a bill of lading, Stock Issue Confirmation) and if the products are collected at the seat of the Seller, the document shall be signed by the employee who issues the products.

5. The Buyer shall be obliged to report a defect of the product in writing or by e-mail (otherwise shall be null and void) immediately upon receipt of the products, however no later than within 3 days from the issuance of the products and if the defect occurred later, immediately, however no later than within 3 days from the date the defect was detected, otherwise the Buyer shall lose the rights in this respect.

6. The period of the guarantee granted by the Seller shall be 1 year from the date of the issuance of the product. The guarantee covers defects in the products reported by the Buyer during the guarantee period.

7. The Buyer shall enclose to the notification, a document referred to in point 4 as well as a document confirming the purchase of the product from the Seller.

8. In each case of reporting a defect in the product, the Buyer shall, at the request of the Seller, make photos of the defective product and provide them to the Seller together with a detailed description of the defect. The Seller may request from the Buyer to provide further photos or information if the photos or information sent by the Buyer do not allow to recognize the complaint. The photos of the defective product as well as the description of the defect may be sent to the Seller by e-mail.

9. The defective product shall be made available to the Seller in an unprocessed form enabling to carry out a visual inspection and verification. The Buyer shall be obliged to protect the product against further processing or loss of value until the notification on the defect to the product is recognized by the Seller. The Buyer shall be obliged to provide a sample of the defective product, if requested by the Seller.

10. If the notification on the defect is considered as justified, the Seller may, at its own discretion, remove the defect by replacing the product into a new, free from defects one or by removing the defect of the product. Replacement of the product into a new, free from defects one or removal of the defect shall release the Seller from other claims of the Buyer in respect of the removed defect of the product. In particular, in such a case, the Seller shall not be liable to the Buyer for any damages incurred by the Buyer in connection with the defectiveness of the product.

11. The Buyer may require to lower the price appropriately if it decides to keep the product desopite the disclosed defects. Reduction of the price of the product shall release the Seller from other claims of the Buyer in respect of the removed defect of the product.

12. The Seller shall be obliged within 14 days from the date of receipt of the notification on the defect of the product, to notify the Buyer about the recognition procedure. The abovementioned period may be extended if any tests or expert examination are required or if the recognition of the request requires the Buyer to send photos of the defective product as well as a detailed description of the defect, as referred to in point 8. In such a case, the time limit for the notification of the Buyer about the manner of recognition of the complaint shall be suspended until the Seller obtains the final results of the tests and expert examinations or until the Seller receives the photos of the defective product and detailed description of the defects from the Buyer.

Section 6

Personal Data Protection

1. The Seller shall be the administrator of the Buyer’s personal data.

2. Personal data provided by the Buyer are processed in order to conclude and implement the sales agreement, according to the provisions of the Personal Data Protection Act of August 29, 1997.

3. Personal data of the Buyer may be transferred in order to implement the sales agreement to the entities through which the products are delivered to the Buyer.

4. The Buyer provides personal data at its own accord, however it shall constitute a prerequisite for a successful conclusion of the sales agreement for the product with the Seller.

5. The Buyer shall have the right to access the content of its data and to correct it.

6. The Buyer may consent on processing its personal data by the Seller and its affiliates for marketing purposes.

Section 7

Final Provisions

1. The Buyer shall be obliged to immediately inform the Seller in writing of any change of its name, registered seat or place of residence and address for service as well as the phone number. Lack of a notification means that the deliveries made to the previous address are considered as effectively delivered and the Seller shall not be liable for the delivery of the correspondence or products to the previous address.

2. In the event of any disputes arising out in connection with the implementation of the agreements covered by these terms and conditions, the Seller and Buyer shall seek to reach an amicable settlement. If it is impossible to reach an amicable settlement, all disputes which have arisen directly or indirectly from the agreements shall be settled by common courts competent for the seat of the Seller. Legal relations with the Buyer shall be exclusively regulated under Polish regulations.

3. Invalidity of any of the provisions included in GTCS, shall not affect the validity of the remaining provisions of GTCS.

4. Assignment of rights under the agreement concluded with the Buyer or placed order to third parties without a written consent of the Seller is not allowed.

5. The Buyer concludes the agreement and accepts GTCS.