General Terms of Sale
General Terms of Sale - including requirements for suppliers of Mechanical Repair Plant Jurex I Ryszard Pilis - based in Piaseczno
05-502 Piaseczno ul. Okrężna 32B, NIP: PL123-155-57-38
General provisions
These General Terms and Conditions of Sale (hereinafter referred to as the „GTCS”) define the rules for concluding contracts for the sale of goods and provision of services offered by Zakłady Mechaniczno-Remontowe Jurex I Ryszard Pilis with its registered office in Piaseczno (05-502), ul. Okrężna 32B, hereinafter referred to as the „Seller”.
(2) These GTCS shall apply to all sales transactions of new products (in particular shells) and services provided by the Seller to its contracting parties („the Buyer„). The Buyer fully recognises the presented GTS and waives the application of its own previously agreed terms and conditions, if any.
(3) The Seller does not conduct consumer sales within the meaning of the relevant provisions of generally applicable law. The cooperation takes place exclusively between business entities - entrepreneurs within the meaning of art. 43.1 Civil Code (B2B).
(4) These GTCS form an integral part of all sales and service agreements concluded with the Seller, including supplementary or substitute deliveries, and define mutual relations between the Seller and the Buyer. Any deviations from application of these GTCS require a form of agreement of the parties documented in a form or equivalent, otherwise being null and void. In the case of discrepancies between the terms and conditions of an individual agreement and these GTS, the individually agreed terms and conditions shall take precedence, and the GTS shall be binding to the extent not regulated.
(5) OWS are communicated to and accepted by the Buyer together with the offer, and are also available on the website https://jurexgroup.com. If the Buyer remains in permanent commercial relations with the Seller, acceptance of GTS at the first order shall be deemed their acceptance for all subsequent orders and sales agreements, until the content of GTS is changed or their application is revoked.
(6) Lack of acceptance of these GTS by the Purchaser shall entitle the Seller to withhold the issue and delivery of goods or performance of a service until acceptance thereof by the Purchaser by submitting an appropriate statement. The Seller may designate an additional time limit for acceptance of these GTS, and upon its ineffective lapse - withdraw from the agreement.
(7) The GTCS shall be reviewed and updated once a year, no later than by 31 January each year, and approved by Jurex I Mechanical and Repair Plant. Amendments to the GTS shall be effective from the date of their publication on the Seller's website, unless a different effective date is indicated.
8. the GTCS are drawn up in the Polish language and are subject to Polish law. Any disputes arising from the application of GTS or contracts concluded on their basis shall be settled by the court having jurisdiction over the seat of the Seller. 9. (9) If any of the provisions of GTS proves to be invalid or ineffective, it does not affect the validity of the remaining provisions, which remain in force.
II. Conclusion of the contract
1 The conclusion of the contract requires the placing of an order by the Buyer and the acceptance (acceptance) of this order by the Seller through the Confirmation of Order Acceptance for Execution.
Orders should be placed in the form of a written document submitted to the Seller's company by the Buyer or by means of electronic communication.
(3) The seller reserves the right to refuse an order within 5 working days of receiving it without stating a reason.
(4) An order accepted by the Seller must be cancelled by the Buyer in writing under pain of invalidity or an equivalent form. If the order is not accepted or cancelled by the buyer, the contract shall not be concluded.
(5) Delivery dates are specified in the order confirmation and mean the date on which the goods will be delivered to the specified delivery location.
(6) A change to the terms and conditions of the T&Cs, the agreement or separate oral agreements shall be valid upon written (or equivalent) confirmation by the Seller and shall only apply to the respective business transaction.
III. Information on goods, offers, samples, prices
All technical information concerning the goods resulting from catalogues, brochures and other advertising material presented by the Seller or suppliers of the respective components or services are indicative data and are only valid to the extent that they are agreed by both parties.
The purchaser is obliged to determine/acquaint himself with the technical parameters of the goods ordered, as well as to precisely determine all technical parameters and to provide the relevant technical documentation of the parts to be remanufactured. The Seller shall deliver the goods or perform the service in accordance with the Buyer's order. The Seller shall not be liable for any possible defects of the object of the order resulting from the transmission of incomplete or contradictory technical parameters by the Purchaser. The Seller shall not be liable for its further application, method of assembly, operating conditions or manner of use.
Advertisements, commercials and catalogues about the goods offered by the Seller are for information purposes only. The samples and specimens displayed by the Seller are for illustration and exhibition purposes only. (4) The prices in the price lists presented by the Seller shall be valid until their change is notified in writing. The price agreed between the Seller and the Buyer is decisive. Individual offers are valid on the date indicated in the offer.
(5) Prices for goods and services offered by the Seller are exclusive of VAT, unless expressly stated otherwise.
(6) The final price of the goods or services shall be determined on the basis of the prices in force at the Seller's on the date of the order, unless the parties have agreed otherwise.
(7) Any discounts, rebates, discounts, etc. granted by the Seller must be individually agreed in writing (or equivalent form).
8 In the case of remanufacturing services, the price includes only the cost of performing the remanufacturing work and does not include the value of the materials entrusted by the Buyer. The Seller is not financially responsible for the value of the parts submitted for remanufacturing.
(9) Prices may change, in particular in the event of significant changes in the cost of raw materials, materials, energy or the cost of third-party services affecting the performance of the contract.
(10) Additional costs may be added to the price of the goods or services, including: diagnostics, verification, preparation of parts for reconditioning, special packaging, transport, handling, storage or other costs agreed individually with the Buyer.
If an order cannot be realised through the fault of the Buyer (e.g. delivery of a part unsuitable for reconditioning or withdrawal of the order after the start of realisation), the Buyer shall be obliged to cover the costs incurred by the Seller up to the moment of discontinuation of the order.
(12) In the case of dispatch of items to be remanufactured, the Seller reserves the right to amend the terms of the order due to the actual condition of the items revealed after examination, including in particular the price or the execution time of the order.
IV. Order execution
(1) Goods and remanufacturing services are performed in accordance with the Buyer's order, in particular the technical parameters and documentation indicated by the Buyer. In the case of the production of new products, the Seller reserves a margin of quantitative accuracy in the execution of the order of plus/minus 10%.
(2) Goods are sold in quantities according to the units of sale (e.g. pieces). It is the buyer's responsibility to ensure that the technical data, drawings, specifications, quality and quantity of the material specified in his order or contract are complete and accurate and correspond to his needs.
(3) If the order does not contain a reference to a standard, a technical drawing or does not contain a description of the desired material quality, the ordered goods shall be delivered as a standard commercial product, in which case the Seller shall not be liable for the fulfilment of special quality requirements of which he has not been notified by the Buyer in an appropriate manner and in good time.
(4) In the case of remanufacturing services performed from entrusted materials, the Seller's liability shall be limited exclusively to the proper performance of the remanufacturing activities. The Seller shall not be liable for defects, damages or failures resulting from the properties, quality or hidden defects of materials entrusted by the Buyer.
(5) The Buyer is obliged to deliver the elements to be remanufactured complete, properly prepared and free from defects preventing the performance of the service. If it is found that the material entrusted is unsuitable for reconditioning, the Seller has the right to withdraw from the execution of the order in whole or in part, charging the Buyer with the costs already incurred in connection with the commencement of the execution.
(6) In the case of new products, the Seller shall ensure that the workmanship conforms to the agreed technical specifications. The existence of admissible defects within the limits provided for by the applicable standards cannot be excluded. Therefore, the Purchaser undertakes, prior to the use of the products for their intended purpose, to carry out the relevant tests and quality checks required by law or the relevant technical rules and standards.
(7) Quality documents (e.g. material certificates, measurement sheets, WZ documents) shall only be attached to the goods or reconditioned parts if expressly stated in the order or contract. The Seller shall not verify the technical information contained in the documents provided by the Buyer.
V. Reporting of complaints, liability for defects
(1) The Purchaser/Purchaser shall be obliged to examine the delivered products and remanufactured items in terms of quantity and quality, as far as overt defects are concerned, immediately upon receipt. (2) Complaints concerning quantitative defects should be reported no later than within 2 days of acceptance. Complaints concerning quality defects should be submitted to the Seller in writing immediately after their discovery, but no later than:
a) within 3 days from the date of acceptance of the order subject: for external defects and dimensional deviations; b) within 5 days from the date of acceptance of the order subject: for internal defects.
Internal defects revealed during machining should be reported to the Seller when the surplus allows the repair of the part, not allowing further machining that would make the repair impossible. 3. (3) The Seller shall give a quality guarantee for the manufactured products (new pan) for a period of 12 months from the date of sale indicated on the invoice.
(4) In the case of reconditioning services of the shells from materials entrusted by the Purchaser, the Seller shall only grant a quality guarantee on the correctness and durability of the reconditioning work carried out for a period of 12 months from the date of sale as indicated on the invoice.
(5) Complaints should be reported in writing or electronically to the address of the Seller (e-mail: biuro@jurex.it.pl). (6) The Purchaser undertakes to send the Seller a complaint report with a proper description and photo documentation of the defects or irregularities found. In situations where the Seller considers that an additional inspection at the Buyer's premises is required, it will arrange for its representative to visit the Buyer's premises, and in the event that the complaint is rejected, the costs of such a trip will be charged to the Buyer.
7. The reconditioned product or component under complaint must remain in an unprocessed state and be available to the Seller throughout the complaint procedure.
The Seller stipulates that in certain cases the basis for consideration of a complaint is drawing up a complaint protocol and photo documentation by the Seller's representative immediately after the complaint is reported by the Buyer.
(9) Complaints are considered individually, depending on the nature of the service, type and number of items. The Seller shall inform the Buyer about the expected time of processing immediately after receiving the complaint, but no later than within 7 days of its receipt.
(10) If a complaint is accepted, the Seller may, at his discretion: a) recondition, b) remove the defect, c) replace the product with a defect-free product, d) grant an appropriate price reduction.
(11) The settlement of a complaint in the above manner excludes any further claims or compensation by the Buyer.
(12) The Seller may refuse to accept a claim if the product or component has been incorrectly applied, assembled, used or processed by the Buyer or third parties.
(13) If only some of the delivered products are defective and can be separated from the defect-free products, the Buyer's right to withdraw from the contract is limited only to the defective products. (14) Until the complaint is finally considered, the Buyer shall be obliged to store the advertised product or item in a proper manner preventing its damage or loss.
(15) In the event of a complaint, the return of the products or items after reconditioning to the Seller shall only be possible after prior notification, written acceptance by the Seller and advance delivery, including at least the date, time and method of delivery.
16. The Seller shall not be liable for defects and damage caused by: a) faulty material supplied by the Buyer for reconditioning, b) incorrect assembly or operation, c) design or execution errors of third parties, d) failure to comply with operating recommendations, e) natural wear and tear.
17. The Seller shall not be liable for any damage caused during transport or unloading of products at the Buyer's premises.
(18) The Seller shall have the right to withhold processing a complaint until the Buyer has settled all outstanding amounts due to the Seller.
(19) By accepting this complaint procedure, the Buyer waives the right to unilaterally set off his claims against the Seller.
(20) In the case of new products, the condition for accepting returns accepted by the Seller shall be that they are undamaged, unprocessed and identifiable as to the parameters contained in the documentation. 21. wider than provided for in these GTS, the Seller's liability under warranty for defects shall be excluded in full, pursuant to Article 558 of the Civil Code, however, this provision shall apply only to agreements concluded with entrepreneurs.
21 If the complaint is accepted:
a) The costs of transport of the claimed product to and from the Seller shall be borne by the Seller,
b) the costs of expert opinions, tests or additional travel related to a recognised complaint shall be borne by the Seller. (22) If a complaint is rejected:
a) the costs of transport, business trips, tests, expert opinions and any travel expenses shall be borne by the Buyer, b) the Seller shall inform the Buyer in writing or electronically of the reasons for rejecting a complaint, c) the product shall be left for collection at the Seller's premises or may be returned to the Buyer at the Buyer's expense and risk, d) reimbursement of the costs referred to above shall be effected on the basis of a VAT invoice issued by the Seller, which the Buyer undertakes to pay within the time limit indicated on the document.
§ VI. Delivery, deadline and costs
1 The delivery of the goods or the return of the Buyer's reconditioned parts is carried out on the basis of the order placed by the Buyer and in the agreed manner.
(2) The order should be placed in writing or electronically and specify: the exact name and address of the Buyer, the assortment, the quantity of goods or parts to be ordered for reconditioning, the date and place of delivery/collection, the agreed form and date of payment and the details of the person authorised to place orders on behalf of the Buyer.
The seller is only bound by the delivery date if he confirms it in writing (or equivalent). The purchaser is obliged to take delivery of the goods or reconditioned parts on the agreed date. (4) The delivery date shall be extended by the duration of an obstacle caused by circumstances beyond the control of the parties, in particular: untimely delivery by the Seller's suppliers, force majeure events, technical failures, power failures, transport and customs delays, roadblocks, traffic restrictions, material shortages or other circumstances beyond the Seller's control, of which the Buyer shall be immediately notified. In such cases, the Buyer shall not be entitled to any claims for damages against the Seller.
(5) Unless otherwise agreed, the place of acceptance of goods or reconditioned parts is the Seller's registered office. The acceptance shall take place in the presence of representatives of both parties. The Seller shall inform the Buyer of his readiness for collection at least 3 days in advance of the planned date of delivery of the finished parts.
(6) The Buyer shall be obliged to collect the goods or reconditioned parts as soon as he is notified of their availability in the Seller's warehouse/readiness for delivery. In the event of a delay in acceptance, the Seller shall be entitled to charge the Buyer for the storage costs. If the Buyer's delay in acceptance exceeds 2 months, the Seller shall be entitled - at his discretion - to resell the goods or to dispose of them or to scrap them, after giving the Buyer prior notice of acceptance with an additional period of one month for acceptance, whereby the Buyer shall in any event be obliged to pay the full remuneration due to the Seller for the remanufacturing service provided or for the manufacture of a new item, and in addition to cover the costs of storage and possible disposal/scrapping.
7th Each partial delivery constitutes a separate transaction and may be invoiced separately by the Seller. (8) If an order is withdrawn in whole or in part, the Buyer shall be obliged to pay all costs incurred by the Seller in connection with its fulfilment. In the case of remanufacturing of parts, withdrawal of the order after the work has started is not permitted.
(9) If transport organised by the Seller (or its suppliers) is used, the Buyer is obliged to provide all means for efficient unloading.
(10) The Seller reserves the right to change the time and date of delivery in the event of difficulties beyond its control, such as traffic restrictions, weather conditions or roadblocks. In such cases, the Purchaser will not make a claim for delayed delivery.
(11) The costs for the delivery of the goods or the return of the remanufactured parts to the Buyer and other additional services shall be determined individually at the order placement stage. Other costs incurred in the course of fulfilment (e.g. repackaging, additional security, handling, taxes, transport charges) shall be charged to the Buyer, unless the parties have agreed otherwise.
(12) The buyer is responsible for the proper preparation, packaging and protection of the workpieces submitted for reconditioning. The Seller shall not be liable for damage caused during the transport of entrusted materials or for defects resulting from their characteristics.
(13) The vendor stipulates that in the event of overdue payments, non-payment of interest for late payment or exceeding the granted credit limit, the fulfilment of further orders shall be suspended until the arrears are settled.
VII. Delivery and passing of risk
(1) Unless otherwise agreed by the parties in writing, the risk of accidental loss of or damage to the goods shall pass to the Buyer at the time of delivery to the person authorised to receive them, including a forwarder or carrier designated by the Buyer or selected by the Seller.
(2) In the case of self-delivery of parts to be reconditioned, the Buyer shall bear the risk associated with the transport of the material entrusted to him to and from the Seller's premises, regardless of whether the transport is carried out by the Buyer's own efforts or by a carrier. The Seller shall not be liable for any damage caused during the transport of the material entrusted.
(3) In the absence of detailed agreements on the method and date of transport, the Seller reserves the right to choose the carrier, the method of shipment and the date of delivery, without guaranteeing the selection of the fastest or cheapest solution.
(4) Personal collection of goods or reconditioned parts is possible at the Seller's premises by prior arrangement. As soon as the goods or details are handed over to the Buyer or a person authorised by him, all risk of accidental loss, damage or deterioration of the goods shall pass to the Buyer.
VIII. Packaging and transport
(1) The Seller shall exercise due diligence to ensure that the goods and remanufactured items are properly protected for the duration of transport in a manner appropriate to their nature and technological requirements. (2) The cost of standard packaging is included in the price of the goods or service. Special packaging (e.g. crates, additional protection, non-standard pallets) shall be invoiced separately according to the current price list of the Seller or relevant agreements between the parties.
Disposable packaging is not returnable. Standard pallets may be returned - the Seller is entitled to charge a deposit for returnable pallets in the amount agreed with the Buyer.
(4) The time limit for the return of returnable pallets shall be 14 days from the date of their receipt by the Buyer, unless otherwise agreed by the Parties. If the pallets are not returned by the deadline, the Seller shall issue a VAT invoice to the Buyer with immediate payment corresponding to the value of the unreturned pallets, determined according to the Seller's current price list.
(5) In the event that the pallets are returned on time, the transport costs shall be borne by the Seller. In case of a delay in the return of the pallets, the transport costs will be borne by the Buyer. The Buyer shall advise the Seller of his intention to return the pallets each time in order to allow the Seller to organise the return.
(6) The risk of accidental damage or loss of the goods in transit shall be borne by the carrier, unless otherwise agreed by the parties in a separate agreement.
IX. Indemnification and liability
The Seller's liability for the performance of an order shall be limited solely to the actual damage resulting from the Seller's wilful misconduct or gross negligence. Any liability of the Seller for lost benefits, indirect damage, demurrage costs, contractual penalties or other claims of third parties against the Buyer is excluded.
The Seller's liability, irrespective of its legal basis, is limited to a maximum of the net value of the remuneration received by the Seller for the respective order/work stage in connection with which the damage occurred.
(3) In the case of remanufacturing services from materials entrusted by the Buyer, the Seller's liability shall be limited exclusively to the correct performance of the remanufacturing activities. The Seller shall not be liable for defects, damages or failures resulting from the properties, quality or defects of materials entrusted by the Buyer.
(4) The Buyer is obliged to follow the instructions provided by the Seller regarding transport, assembly, operation and maintenance of the goods. The Seller's liability is excluded if the Buyer fails to follow these instructions.
(5) The Seller shall not be liable for the consequences of the use of goods or services contrary to their intended use or technical knowledge.
(6) The Purchaser shall strictly comply with the instructions for further processing of the goods (manufacturing instructions), assembly, commissioning and operation (operating instructions). The Seller's liability is excluded if the Buyer fails to observe these instructions or if the Buyer does not fulfil the conditions for the release of the goods for operation or for the release of the goods for marketing and general use or for the release for marketing and individual use stipulated in the relevant legal regulations or standards.
X. Payment terms
(1) Payment for the goods received is to be made without deduction, without delay, on the date agreed between the parties or indicated on the relevant settlement document (in particular the VAT invoice) or according to the otherwise agreed payment terms.
(2) The buyer becomes the owner of the goods at the time of full payment for these goods, within the time limits specified by the seller (reservation of ownership of the sold thing - Article 589 of the Civil Code), unless the parties agree otherwise. Any agreement to the contrary must be made in writing or in an equivalent form to be valid. (3) Unless otherwise agreed, the following payment terms shall apply:
d) For the first two orders placed by the Buyer, the Seller reserves the obligation to make a prepayment of 100% of the order value prior to the start of processing or on the day of delivery of the finished items;
d) For the Buyer's third and fourth orders, the payment terms are defined as: 50% prepayment prior to commencement of performance or prior to release of finished items and 50% payment by bank transfer within 7 days of the final invoice.
d) From the fifth order onwards, the Buyer shall be entitled to a deferred payment period of 7 days from the date of invoice, provided that his previous obligations towards the Seller have been paid in full and on time.
d) The Seller reserves the right to revoke the trade credit granted to the Buyer and to revert to 100% prepayment terms in the event of late payment.
(4) The Seller shall have the right to withhold the execution of an order or refuse to release the goods until the Buyer has paid all outstanding invoices for previous deliveries or services.
The date of payment shall be the date on which the Seller's bank account is credited.
(6) If payment is delayed, the seller is entitled - without further notice - to charge,interest for late payment in commercial transactions at the statutory rate. The interest for late payment shall be calculated from the day following the date on which the payment deadline expired.
(7) In the event of late payment, the Seller shall be entitled to claim, in addition to the principal and interest for late payment, the costs of court, enforcement, legal representation and any costs associated with the collection of this receivable.
(8) If the Purchaser has fallen into arrears with payments due under more than one invoice, the Seller shall have the right to credit any payment made by the Purchaser under any invoice first on account of interest for late payment and then the oldest receivables. (9) The Buyer shall not be entitled to make a declaration of deduction against the Seller.
10. Bills of exchange and cheques shall only be accepted for the purpose of securing claims after prior agreement with the Seller.
(11) In the event that the goods are ordered and then the Seller fails to collect them, withdraws from the order or otherwise ceases to perform the contract, the Seller shall have the right to charge a contractual penalty in the amount of 25% of the gross value of the part of the order not performed.
(12) In the event of cancellation of an order for the delivery of goods on the customer's individual order, the amount of the contractual penalty is 100% of the gross value of the goods. Any prepayments made by the buyer relating to this order shall be counted towards the aforementioned contractual penalty.
(13) In each case, the vendor has the right to claim damages in excess of the contractual penalties, up to the full value of the damage suffered.
XI. Final provisions
The legal relations with the Buyer shall be governed exclusively by Polish law. The place of performance for all obligations arising from these regulations shall be the Seller's registered office.
(14) The Purchaser undertakes to immediately notify the Seller in writing of any change in its registered office or place of residence and address for service of correspondence. Failure to do so shall mean that deliveries made to the addresses indicated in the order or in signed contracts or other commercial agreements shall be deemed to be effective.
(2) The Seller and the Purchaser shall strive to amicably resolve any disputes arising in connection with performance of contracts covered by these GTS. If amicable settlement is not possible, any disputes arising directly or indirectly from these GTS shall be settled by common courts having jurisdiction over the registered office of the Seller. The Seller reserves the right to file an action with the court having jurisdiction over the Purchaser if it may accelerate the settlement of the dispute.
3 No assignment of rights arising from a contract concluded with the Seller/Purchaser or an order placed to third parties shall be permitted without the written consent of the Seller/Purchaser.
(4) If certain provisions of the GTCS are invalid due to the introduction of different statutory regulations, the remaining provisions shall remain valid.
(5) By accepting the GTCS, the Buyer consents to the processing of his personal data by the Seller for the purpose of carrying out the order as well as for marketing purposes related to his activity.
(6) By accepting these GTCS, the Purchaser expresses consent to processing of his/her personal data by the Seller and entities acting on its behalf in Poland and abroad, in connection with performance of sales agreements of goods offered by the Seller and for marketing purposes related to the Seller's business activity. The Purchaser has all the rights resulting from relevant provisions of the law, including in particular the provisions of the Act of 29 August 1997 on personal data protection (Journal of Laws of 1997, No. 133, item 883 as amended); in particular, he has the right to inspect his own data.
(7) In matters not regulated by these GTCS, the provisions of the Civil Code and the Act of 12 June 2003 on payment terms in commercial transactions (Journal of Laws 2003, No. 139, item 1323) shall apply accordingly.