GENERAL TERMS AND CONDITIONS OF SALE
- These General Terms and Conditions of Sale (hereinafter referred to as GTCS) determine the principles of conclusion of sales contracts of products, goods and services, whose seller is DEMEX Sp. z o.o. with its registered office in Augustów, ul. Wypusty 66, 16-300 Augustów, Poland registered in the National Court Register under the number KRS 0000976427.
- GTCS are an integral part of all sales contracts concluded by DEMEX Sp. z o.o., including contracts concluded in the form of a written order, offered to the entity that makes the purchase.
- The GTCS are available to the Buyer before the conclusion of the contract in writing at the registered office of DEMEX Sp. z o.o. or on the website www.demex.pl.
- These GTCS are a contractual regulation binding the parties to the sale of products, goods and services. The parties exclude the use of other contractual templates (general conditions of contract, terms and conditions of sale, specimens of contract, rules and regulations, etc.) used or agreed upon by the Buyer.
- The provisions contained in these GTCS may be amended only in writing under pain of invalidity. Conclusion of a separate sales agreement excludes application of these GTCS only to the extent regulated otherwise herein.
- Different arrangements between the parties agreed and confirmed in writing shall take precedence over the provisions of these GTCS.
- Form of sale:
- Direct sales shall take place at the registered office of the company: ul. Wypusty 66, 16-300 Augustów, Poland
- Sale of products and goods with delivery by forwarding companies
- Sale of products and goods with delivery by DEMEX Sp. z o.o. according to INCOTERMS
The following terms used in these General Terms and Conditions shall have the following meaning:
- Seller – DEMEX Sp. z o.o., ul. Wypusty 66, 16-300 Augustów, Poland, NIP (tax identification number): 8461671104, REGON (national economy number): 522455587.
- Purchaser – a legal person, an organisational unit without legal personality and a natural person.
- Date of payment – the date on which the payment for goods or services becomes due.
- Goods – spare parts or other items purchased and intended for resale to be sold under the contract of sale between the Seller and the Buyer.
- Product – any products manufactured by DEMEX Sp. z o.o. to be sold on the basis of a sales agreement between the Seller and the Buyer.
- Services – work carried out by a Vehicle Service Station, Regional Vehicle Inspection Station or Production Plant carried out for the Buyers.
- Order – an offer to purchase products made by the Buyer in writing, delivered in person, by post, courier or e-mail, including at least: the name of the ordered product, quantity, Buyer’s data necessary for issuing a VAT invoice and company details, contact details, method, date and place of collection of the ordered products. Also, the placing of an order for the inspection, diagnosis and repair of vehicles in writing or verbally.
- Confirmation – a written statement by the Seller of the acceptance of the order, made to the buyer upon receipt, including at least the price of the goods, the total value of the ordered goods, the date of execution, place and terms of delivery / collection and the terms of payment.
- Information provided on the Seller’s website, catalogues, brochures, leaflets, advertisements and other publications – shall not constitute an offer within the meaning of the Civil Code, even if accompanied by a price. Publications regarding the products offered by the Seller are for information purposes only, while samples and specimens displayed by the Seller are for reference and exhibition purposes only. Technical details given in publications may change at any time, including due to continuous changes in the technical industry.
- The Buyer’s order should contain the following data:
- Buyer’s name – together with an indication of the exact address
- NIP (VAT) number
- Indication of the quotation number, if applicable
- Identification of the indicated goods with the trade name or alphanumeric symbol from the offer
- Quantity of goods ordered
- Date, place and terms of delivery/collection of the goods
- The condition for the effective conclusion of the sales contract shall be the placement of an order by the Purchaser and a written order confirmation by the Seller (in the form of an e-mail, by post to the company’s registered office address, by means of electronic mail). A written order confirmation means that the Seller has received the order and accepted it for fulfilment. The placing of an order by the buyer does not bind the seller, and the absence of his response does not mean tacit acceptance of the order.
- If the order refers to a previously submitted offer, it is necessary to include the number of this offer on the order. If no reference is made to the offer number, the Seller shall not be liable for any price discrepancies on the VAT invoice, non-availability of the goods or discrepancies in the specific parameters of the goods specified in the original order.
- The cancellation of an order by the Buyer shall only be admissible in exceptional situations after the terms of cancellation have been agreed in writing with the Seller. The seller reserves the right to charge the buyer with the actual costs incurred up to the moment of cancellation – not more than the value of the order.
- Any technical advice from the supplier is for information purposes only and shall not give rise to any liability on this account on the part of the Seller.
- If the Seller’s inability to perform occurred due to force majeure, the Buyer shall not be entitled to any claim for compensation for damages resulting from non-performance or late performance of the contract.
- The Seller is obliged to deliver the product, goods or service fulfilling the conditions specified in the confirmation of order acceptance, i.e. date and place of delivery, quantity, type of goods, price.
- If the terms of payment specify “prepayment”, the delivery date may be extended by the period of delay in making the payment. The day when the payment is made shall be the day when the Supplier’s bank account is credited.
- The Seller shall not be liable for any loss, damage or costs (direct or indirect) resulting from the Buyer’s claims for delivery errors or delays caused by the shipping company.
- All benefits and burdens relating to the goods and the danger of their accidental loss or damage shall be transferred to the Buyer upon delivery of the goods from the warehouse.
- If the delay in acceptance of the product, goods or service exceeds 2 weeks or if the Buyer refuses to accept the goods, the rules set out in §3 paragraph 5 shall apply.
- Immediately upon receipt of a product, goods or service, the Buyer is obliged to check the conformity of the delivered goods with the order and, in the case of services, the correctness of its performance. The Buyer is obliged to check in particular: the condition of the consignment, as well as the quality, quantity and assortment of the delivered goods, and immediately (i.e. within 5 working days at the latest) report any reservations in this respect to the carrier and the Seller, drawing up a protocol of discrepancies. The Seller reserves the right to inspect the reported damage at the place of delivery.
- The Seller reserves the right of ownership of the sold product, goods or services, which has the effect that the Seller is the owner of the goods until full payment of the amount due for the received goods and other receivables under the sales contract, regardless of the place of storage or installation in other objects.
- Upon the commencement of bankruptcy or composition proceedings in relation to the Buyer, the Buyer shall be obliged to mark the goods in a manner indicating the existence of a reservation of ownership in favour of the Seller. In the event of seizure of goods owned by the Seller in the course of enforcement proceedings directed to the Buyer’s assets, the Buyer shall be obliged to immediately inform the Seller of this fact and cooperate in the implementation of its rights against the entity seizing the goods within all available means. At the Seller’s request, the Buyer shall be obliged to provide immediately all information on where the goods subject to reservation of ownership are stored.
- The date and form of payment shall be agreed individually for each Buyer.
- If the parties agree otherwise, the price of the product, goods or services shall be the price resulting from the order confirmation.
- The Buyer is obliged to pay the amounts due for the sale of a product, goods or services within the time limit specified in the invoice.
- The date of payment shall be the date on which the payment is credited to the Seller’s bank account specified in the invoice, or the date of payment in cash.
- In the event of failure to pay by the Buyer within the prescribed time limit, the Seller shall be entitled to charge statutory interest for each day of delay, as well as to demand prepayment for goods from the next orders already accepted for realisation.
- Failure to pay the amounts due within the time limit set out in the invoice shall entitle the Seller to discontinue the supply of products, goods or services and withhold the realisation of orders already accepted. The Seller may make the execution of a new order placed by a Buyer who is in arrears with payments or pays invoices in arrears subject to the payment of an advance on account of a new order from the Buyer.
- Unless the parties agree otherwise, payment for the ordered goods shall be made without deductions and offsetting counterclaims.
- The lodging of a complaint shall not release the Buyer from his obligation to make payment for the product, goods or service within the agreed period.
- The Seller gives a guarantee for his products, goods or services. The guarantee period is 12 months from the date of sale, provided that the product and commodity is used and stored properly and in accordance with their intended use and technical characteristics.
- The following actions will forfeit the warranty and guarantee claims for defects: inappropriate installation, inappropriate use, exceeding the technical parameters specified in the respective data sheets or offers.
- The Seller shall not be liable for natural wear and tear of the goods resulting from their proper use.
- If the circumstances are beyond the control of the Seller and the Buyer, in particular such as disruptions in the production or transport of goods due to strikes, plant and equipment failures, accidents, local or national emergency, trade disputes, floods, fires, earthquakes, etc., the delivery may be delayed or halted accordingly, with written notice, until normal conditions are restored.
- By accepting these GTCS, the Buyer agrees to the processing of the Buyer’s personal data by the Seller and entities acting on the Seller’s behalf domestically and abroad, in connection with the realisation of contracts for the sale of goods offered by the Seller.
- The Buyer may not, without the consent of the Seller, transfer knowledge and information obtained as a result of commercial contacts with the Seller to third parties in matters covered by trade secrecy.
- The law applicable to GTCS shall be the law of Poland.
- In matters not regulated in these GTCS, the provisions of the Civil Code shall apply.
- Annulment of individual provisions does not affect the validity of the remaining provisions of GTCS..
- The Parties shall strive to amicably resolve any disputes arising in connection with the performance of agreements covered by these Terms and Conditions. If amicable settlement cannot be reached, the competent court to resolve the dispute shall be the court having jurisdiction over the place of the Seller’s registered office.