GENERAL TERMS AND CONDITIONS OF SALE AND WARRANTY

 

1. These General Terms and Conditions of Sale and Warranty (GTCSW) shall apply to all sale contracts in which the seller is Inter-Car Spółka z ograniczoną odpowiedzialnością, with a registered seat in Suchy Las at ul. Obornicka 174. In the event any provisions hereof are deemed invalid, the other provisions of the GTCWS shall bind the parties in the remaining scope.

2. The Buyer declares it accepts each and every provision of the GTCSW in full. By placing an order, being accepted by Inter-Car, or by concluding the sale contract, the Buyer accepts the GTCSW and incorporates them into the legal relation arisen between the parties.

3. The parties may exclude the application of individual GTCSW provisions by a separate agreement concluded prior to order placement or contract conclusion. Inter-Car must explicitly confirm the exclusion of application of such GTCSW provisions to the Buyer. In the event of discrepancies between the contract and GTCSW, provisions the contract provisions shall prevail.

4. The Buyer may act only by its duly authorised representatives, i.e. in person or by a proxy (for natural persons), by partners, in accordance with the principles of representation, or partnership proxies (for partnerships), or by management board members, in accordance with the principles of representation, or company proxies (for companies). In the event of doubts concerning the authorisation of a person placing an order or concluding a contract, Inter-Car may require the Buyer to deliver, within 3 days, the original power of attorney or a notarised copy thereof (for companies – along with an original extract from the National Court Register), in order to prove the authorisation, under the pain of refusing to perform the order, to sign the contract or under the pain of withdrawal from the contract within 14 days after conclusion of the contract/accepting the order – under no additional conditions.

5. The Buyer may place an order or accept an offer made by Inter-Car in a verbal form, by phone, fax or electronic mail. Inter-Car require the Buyer to submit a written order confirmation, written order or written acceptance of an offer made by Inter-Car. The last sentence of the previous clause shall apply accordingly.

6. An offer made by the Seller shall not be binding and may be cancelled at any time.

7. Unless an offer submitted to the Buyer by Inter-Car states otherwise, the offer may be accepted without reservations or supplements. This shall apply in particular to the quantities, unit prices, discounts, payment terms and conditions, delivery method and offer validity periods. In the event of doubts, prices resulting from the public price list of Inter-Car shall apply. The prices do not include VAT.

8. The prices are calculated as ex works Suchy Las.

9. Where an offer made by Inter-Car does not specify the validity period, such offer shall become invalid if it is not accepted forthwith by the Buyer. Inter-Car may also cancel such offer before it is accepted by the Buyer. In each case, an offer made by Inter-Car shall not be binding for more than 7 calendar days.

10. Inter-Car may state in the contract, offer of commercial communication that particular goods are classified as unusual. Order for unusual goods shall require the advance payment equal to 50% of the gross price for the unusual product, unless Inter-Car explicitly states that in the particular case it abandons the settlement and collection of the advance payment. The amount of the advance payment shall be settled prior to order acceptance or prior to contract conclusion, under the pain of refusing to perform the order/contract to that extent. Where the Buyer cancels an order for unusual goods, Inter-Car reserves the right to retain the advance payment as earnest money. Additionally, Inter-Car may claim the remaining part of the agreed price for the unusual goods (in excess of the earnest money) from the Buyer, independently of the amount of damage it has suffered. Where the Buyer cancels an order for the unusual goods, and the advance payment has not been collected, Inter-Car may claim the full price for the unusual goods from the Buyer, in the case of the amount of damage it has suffered.

11. Statutory warranty of Inter-Car for the goods sold is hereby excluded.

12. The manufacturer provides warranty for the goods for the period of 2 years from the date of supply. The warranty shall not cover defects resulting from incorrect installation, utilization or unintended use of the goods, and shall not apply if the Buyer has consented to be delivered goods of an agreed lower quality.

13. In the event defects are detected in the warranty period, the Buyer shall notify Inter-Car of the defect in writing within14 days of detection, under the pain of warranty invalidation. At the same time, the Buyer shall deliver the article subject to the complaint at its own expense, to the Warrantor’s registered seat, or shall specify the place where the article is located.

14. In urgent cases, Inter-Car may deliver a replacement product, provided such a product is available on stock, which shall not render the complaint justified. The Buyer shall pay for the supplied article in the event Inter-Car does not accept the complaint. Until that time the article shall remain property of Inter-Car.

15. Inter-Car shall consider the complaint within 30 days of submission or shall notify the Buyer of a new time limit if it was impossible to consider the complaint in the given period. Failure to respond by Inter-Car in the mentioned period shall not constitute grounds to deem the complaint justified.

16. Where Inter-Car accepts Buyer’s complaint, it shall decide to repair the article or to supply a new article available on Inter-Car’s offer. Inter-Car shall cover the cost of such accepted complaint.

17. In extraordinary circumstances, if the article is impossible to be repaired and Inter-Car may not supply an article being free from defects, Inter-Car may propose a discount for the article subject to the complaint or may propose another article as substitution.

18. Where the complained is deemed justified, it shall not constitute grounds for any further claims for compensation from the Buyer (concerning lost benefits or redress of damage).

19. The Seller shall not be liable for damage caused by third parties.

20. The Buyer shall accept the tolerance of 10% concerning the quantity, size and weight of the product purchased.

21. The Buyer has been informed that Flexline Basic polyester is not resistant to UV radiation and is not approved for contact with food.

22. The Buyer has been informed that polyester has production errors in the roller and that these errors are stated in the protocol and on the roller label.

23. The delivery time limit is settled by the parties. The time limit shall be fulfilled provided the parties agree on all the substantial elements of the contract, in particular on the price, technical parameters of the goods and the performance of obligations by the Buyer (e.g. making the advance payment, provision of the required documents). Where the Buyer fails to perform its obligations, the delivery time limit shall be extended accordingly, unless such non-performance is caused by Inter-Car.

24. Strikes, traffic and communication disturbances, war, acts of vandalism, illnesses of employees, financial problems of suppliers, force majeure and other events not attributable to Inter-Car (in particular the circumstances regarding Inter-Car’s suppliers) shall result in extension of the delivery time limit. Inter-Car shall notify the Buyer as soon as possible of the expected duration of such circumstances.

25. The delivery time limit shall be considered fulfilled if until its expiry the goods left the Inter-Car’s warehouse or Inter-Car informed the Buyer that the goods were ready for release, or the Buyer (or a party acting on its request) collected the goods. Inter-Cat may release the goods in parts.

26. In the event the shipment or collection of goods is delayed due to reasons attributable to the Buyer, Inter-Car may charge the Buyer with costs resulting from such delay, in accordance with the price list used by a given carrier.

 

27. Where the purchased goods are delivered to the location specified by the Buyer, the Buyer shall verify during receipt if the shipment is complete, on the basis of the transport documents, and where the shipment is destroyed, lost or damaged in full or in part, the Buyer shall make a damage protocol and perform formalities required by the national and international transport law.

28. The goods remain property of Inter-Car until the full payment of the purchase price is made. Where the Buyer sells goods being subject to the reservation of ownership, Inter-Car may require the Buyer to transfer to Inter-Car the Buyer’s claims for the price payment. to the amount of the claim to which Inter-Car is entitled towards the Buyer.

29. Inter-Car does not accept return of goods and is not obliged to repurchase the goods. The Buyer may withdraw from the contract only upon payment of the compensation fee in the amount equal to the value of the contract subject/purchase price gross, made no later than on the date of payment stated in the VAT invoice.

30. In the settlement of transaction, Inter-Car shall issue a VAT invoice to the Buyer. The party collecting the goods and the VAT invoice shall affix a handwritten signature on the VAT invoice, under the pain of refusing to release the goods. Where the goods are collected on a date other than the invoice issue date, the fact of not receiving the VAT invoice shall not release the Buyer from the payment obligation. The Buyer may require an invoice duplicate, in compliance with the tax regulations.

31. Unless Inter-Car’s offer, accepted order or contract states otherwise, the payment for the goods shall be made no later than on the date specified in the VAT invoice. The date of payment by transfer shall be the date when Inter-Car’s bank account is credited. Other methods of price payment and settlement shall require individual arrangements.

32. Inter-Car shall be entitled to calculate statutory interest for payment delays. Where a payment is delayed by more than 14 days, Inter-Car may require, at its own discretion, to be given the goods constituting its property or to be paid the price.

33. A payment delay by the Buyer shall release Inter-Car from all the obligations under the contract concluded by the parties.

34. Unless these Terms and Conditions specify otherwise, all claims for compensation (in particular resulting from infringement of the contractual provisions and related to damage which have not emerged in the purchased goods) shall be excluded, provided it is not in conflict with the mandatory legal provisions. Inter-Car shall not be liable for any damage related to the use of the sold goods inconsistently with their purpose and with the technical conditions.

35. The Contract shall be deemed concluded, in the registered seat of Inter-Car, at the moment when Inter-Car confirms the receipt of the statement of offer and GTCSW acceptance.

36. All amendments to the GTCSW shall be accepted in writing in order to be effective.

37. All disputes resulting from the commercial relations shall be resolved by the court competent for the registered seat of Inter-Car.

38. These GTCSW shall enter into force on 1 January 2014.