A. Scope of obligation
- The General Terms and Conditions are the general terms of contracts in art. 384 of the Civil Code and preliminary contracts for sales and delivery contracts concluded by Instal Rzeszów Sp. Zoo. with physically acting entrepreneurs as well as legal entities (hereinafter: the Buyer).
- The GBT is an integral part of the agreements and the parties are fully obliged, unless the parties agree otherwise in the contracts.
- on the general terms and conditions of the Internet on the website www.instal.pl and can be printed from there.
B. Terms of sale
§1 Conclusion of the contract
Customer orders obtain legal effectiveness only when the company Instal Rzeszów Sp. z o.o. confirm them in writing.
- Unless agreed otherwise, the Parties shall be bound by prices and conditions determined when preparing bids, concluding contracts.
- The prices recorded in the offers / contracts are net prices, which should be increased by the due tax on goods and services or other public taxes and charges due in accordance with the law, in the amount in force on issue a VAT invoice.
- Unless agreed otherwise in the contracts or otherwise stated
in the order, the price is subject to payment by bank transfer within 30 days from the date of issuing the VAT invoice to the bank account marked on it. The payment date is the date of crediting the Instal Rzeszów Sp. z o.o. bank account indicated on the invoice. Transaction costs shall be paid by the Buyer.
- In the event of the Buyer’s delay in paying the price, Instal Rzeszów have the right to charge interest at the statutory rate. Instal Rzeszów reserves the right to claim damages exceeding the above-mentioned interest.
- If the discount has been agreed, it always refers only to the value, without freight, and assumes a total equalization of all due debts of the Buyer at the time of discounting. Unless otherwise agreed, the discount dates begin on the date of invoice.
- If the Customer is in arrears with payment, Instal Rzeszów
a) It is not obliged to continue deliveries from any contract until the invoice is settled payable with interest for late payment
b) It is entitled to withdraw at its own discretion
from concluded contracts or to claim damages instead of benefits, if the customer did not pay within 10 days after receiving a reasoned request for payment.
c) It is not obligated to offer other requests for offers from the Customer defaulting on payments.
Instal Rzeszów has the right to make delivery conditional upon granting by the Buyer security payments in the form accepted by Instal Rzeszów, e.g. in the form of a letter of credit, a guarantee, a promissory note or advance payment.
- If nothing else has been explicitly agreed in writing or in electronic form, then delivery takes place on EXW Rzeszów terms (according to Incoterms 2010)
- Delivery dates are extended accordingly in the case of force majeure and unforeseen obstacles after the conclusion of the contract, for which Instal is not responsible (interruptions in the plant’s operation, strikes, disruption of communication routes). This also applies if these circumstances occur with Instal’s suppliers or their sub-suppliers.
If the interruption lasts more than 6 weeks, both the customer and the Instal company are entitled to withdraw from the contract.
§5 Responsibility for physical defects
- The goods are in accordance with the contract, if at the time the risk passes to the buyer it does not deviate or slightly deviates from the specification agreed by the parties. Compliance with the contract and uncertainty are measured only according to unambiguous qualitative and quantitative arrangements for the ordered goods. Responsibility for a specific purpose of use or special suitability is accepted only to the extent that it has been unambiguously agreed. In other cases, the risk of fitness and use shall be borne solely by the Buyer. Instal Rzeszów is not responsible for the deterioration or destruction of goods as a result of their improper use by the Buyer after taking over the risk.
- Guarantees in the legal sense require an explicit written declaration from Instal.
- Unless otherwise agreed in the agreements, the warranty period is 24 months.
- The Instal company assumes the warranty for defects in the goods at its own discretion and its own choice through repair under warranty or replacement delivery.
- If the additional service fails, the Client may, according to his own choice, demand a reduction of the salary (lowering the price) or annul the contract (withdrawal from the contract). In case of only slight non-compliance with the contract, in particular
in case of only slight defects, the Customer is not entitled to withdraw from the contract.
- If, due to a legal or physical defect after an unsuccessful additional service, the Customer chooses to withdraw from the contract, he also has no claim for compensation for the defect.
- In the event of a complaint being filed, the Buyer shall immediately provide Instal Rzeszów with the possibility of controlling the advertised goods. On the request of Instal Rzeszów, the Buyer should make the product or its sample available. In the case of unjustified complaints, Instal Rzeszów reserves the right to charge the Buyer with freight costs, reloading of goods, costs of quality control and other costs resulting from the complaint actions taken.
§6 Reservations of ownership
- Until full payment of all amounts due for a given delivery of goods, these goods remain the property of Instal Rzeszów (proprietary goods).
- In the event that the Buyer processes the reserved product or its combination or mixes with other things (or the mass of property) in such a way that the restoration of the previous state would be connected with excessive difficulties or costs, it will be considered that Instal Rzeszów became a co-owner of a new thing (or property mass) resulting from processing, merging or mixing up. shares co-ownership is determined by the value ratio processed, combined or mixed things.
- The Buyer can not dispose of the reserved goods before payment of all amounts due for a given delivery of goods.
- In the case of a delay in payment for a given delivery or no purchase of a bill of exchange by the Buyer, Instal Rzeszów is entitled, at its option, regardless of other provisions of these GTC, request a refund issued to the Buyer and unpaid goods, or return items resulting from their processing merger or confusion or demand payment of the price of goods.
§7 Proof of export, tax on goods and services
- If the Buyer or his representative, having its registered office outside the territory of the Republic of Poland (foreign recipient), receives the goods and transports them or sends them to a third country (non-originating country) in the European Union), he should submit Instal Rzeszów with the required tax provisions a copy of the document in which the customs office specified in the customs regulations confirmed the export of these goods outside the European Union and which shows the identity of the goods delivered by Instal Rzeszów with the goods exported outside the European Union . Instal Rzeszów will charge the Buyer with the amount of tax on goods and services at the rate appropriate for domestic sales for the delivered goods at the time of invoice for purchased goods, unless the Recipient presents the required document.
- In the case of deliveries from the territory of the Republic of Poland to another Member State of the European Union, the buyer should provide Instal Rzeszów with his valid identification number for intra-Community transactions under which it operates in a country other than Poland of the European Union and present documents expressly confirming, that the goods supplied by Instal Rzeszów were exported from Poland and delivered to the buyer in the territory of another European Union Member State, in particular: transport documents received by the carrier (freight forwarder), responsible for the export of goods from the territory of Poland, from which it is clear that the goods were delivered to the place of their destination in the territory of another European Union country. In the absence of a consignment note, from which it is clear that the goods were delivered to their destination in the territory of other than Poland of the European Union, the Buyer is obliged to present other documents expressly confirming the delivery of goods to the recipient in the destination country (such as insurance documents and freight, documents confirming the payment for the goods, confirmation of receipt by the buyer in the destination country). Instal Rzeszow will charge the Buyer with the amount of tax on goods and services at the rate appropriate for domestic sales for delivered goods at the time of invoice for goods purchased, unless the Recipient presents the required document.
§8 Force majeure
- Neither Party shall be liable for delay in execution or for total or partial non-performance of the contract, due to force majeure. In the event of a force majeure event, the Party affected by such a case shall notify the other Party immediately in writing of such a case
strikes, armed conflicts, natural disasters, adverse weather conditions, as well as machine breakdowns, acts performed by public authorities, and other circumstances not attributable to any of the Parties to the contract. event and take reasonable steps to avoid the effects of such an event.
- If the force majeure lasts longer than 30 days, the Parties have the right to terminate the contract with 30 days’ notice in full or in the appropriate part.
- The occurrence of the above circumstances related to force majeure may not constitute a reason justifying refusal to pay for the goods already delivered.
- If any circumstances related to the occurrence of force majeure refer directly to the Party’s ability to fulfill its obligations in a timely manner, the time specified in the contract for the fulfillment of these obligations shall be extended by a period equal to the time of occurrence of the circumstances in question.
- Any event of a kind is considered as a force majeure
extraordinary, to which the parties could not prevent and which
they could not predict, in particular, riots, fires,
strikes, armed conflicts, natural disasters, adverse weather conditions, as well as machine breakdowns, acts performed by public authorities, and other circumstances not attributable to any of the Parties to the contract.
C. Shopping conditions
§1 Conclusion of the contract
- Order Instal Rzeszów obtains the effectiveness of the law only when the firm Instal Rzeszów confirms them in writing.
- Technical specifications and the scope of the order. Instal Rzeszów and the properties of the delivery subject resulting from the technical documentation are binding for the supplier.
- Instal Rzeszów requires the delivery of ordered goods and services for quality certification (material and technological certificates) for the goods and services provided. A derogation from this requirement must be formulated in writing by Instal on the Supplier’s written request.
- The agreed dates and delivery periods are binding. As for the timeliness of deliveries, it depends on the arrival of the goods to the place of acceptance given by the Ordering Party.
- The Supplier is obliged to compensate the Ordering Party for damage due to delay.
- Force majeure releases the contract partners from the obligations of the services for the duration of the disruption. Contract partners are required to promptly
and immediately notify yourself about the beginning and end of such obstacles. If, as a result of such disruption, the delivery is delayed by more than one month, both contract partners are entitled to withdraw from the contract regarding the quantity affected by the supply disruption.
- Responsibility for the goods passes with the moment of arrival of the goods to the place of takeover given by the Ordering Party.
- Unless otherwise agreed, shipping and packaging costs shall be borne by the Supplier. In the case of setting the price ex-factory or ex-warehouse, the Supplier should send the goods at the lowest possible cost, unless the Purchaser requires a particular type of transport. If the price is determined without transport costs to the Recipient, the Ordering Party may also specify the type of transport.
Additional costs for express delivery necessary to meet the agreed delivery date must be borne by the Supplier.
- For each delivery, attach delivery notes with content and order details. The shipment must be immediately reported to the Ordering Party with the same data.
§3 Issuing an invoice and payment
- The invoices must correspond to the Order in the order of items and
prices with location numbers and cost positions.
- Payments shall be made if they have not been determined individually
otherwise, within 30 days.
- The due date begins after the delivery is complete
and the receipt of a bill issued by law. Payments do not imply recognition of deliveries in terms of quality, absence of defects and quantity.
§4 Physical defects of objects
- The customer must immediately notify the supplier in writing
Fiscal defects as soon as they are identified as part of the regular transaction. The supplier guarantees for his goods for a period of 24 months from the date of delivery.
- In the case of delivery of defective goods by or under the responsibility for entrusted goods or in the case of defects occurring during the warranty period, the supplier must, at its own expense and at the discretion of the ordering party either remove defects or make a new delivery free from defects.
- If the supplier can not perform this additional payment or can not fulfill it in a timely manner, the Ordering Party may withdraw from the contract without further appointment and return the goods back to the risk and cost of the supplier.
In emergencies, the Ordering Party may, after agreeing with the Supplier, carry out the removal of defects or give them to third parties. The costs of removing defects shall be borne by the Supplier The Instal Rzeszów company may – if necessary – make reserve purchases. Costs exceeding the value of the order shall be borne by the Supplier if necessary.
- The Ordering Party shall immediately make available to the Supplier, at his request and for his costs, goods for which claims are made for physical defects.
- Unless regulated otherwise, the consequence of a defective delivery may be legally claimed by Instal Rzeszów.
§5 Tools, copyrights, law related to the name
- As far as the execution of orders / orders is carried out by Instal Rzeszów
lends to the supplier of drawings, designs, illustrations, calculations, models, tools or the like, it reserves to them the ownership rights and copyrights. Without the explicit permission of the written company of Instal Rzeszów these items and intellectual rights can not be made available to third parties. After completing the order, they must be returned to Instal Rzeszów without hesitation and kept secret from third parties.
- Without the written permission of the Instal Reszów company, the name “Instal Rzeszów” can not appear on drawings, products, etc.
- Projects or similar services provided by the Supplier
Orders / Orders of the company Instal Rzeszów pass after payment with all rights to the property of Instal Rzeszów. This also applies to any copyright, calculations, drawings etc. that have been made and paid by Instal Rzeszów for the purpose of completing the Order.
§6 Final provisions
- All changes to these GTCs require the maintenance of form
written under pain of nullity
- Any disputes arising in connection with the implementation of the Agreement they will submit to the court having jurisdiction for seat of Instal Rzeszów.
- In matters not covered by the contract and in the GTC, they have apply the relevant provisions of the Polish Civil Code and other generally applicable provisions of Polish law.