used by 4-NEXUS spółka z ograniczoną odpowiedzialnością spółka komandytowa, with its registered seat in Katowice (hereinafter: "Seller").
1. Anyone is entitled to submit inquiries to the Seller regarding the purchase of goods offered by the Seller for sale (hereinafter: "Buyer").
2. The inquiry may be submitted by the Buyer through the online store, by e-mail or by telephone - respectively, to the e-mail address or telephone number designated for this purpose according to the content of the website or other advertising and information materials of the Seller.
3. The inquiry should include at least the data enabling the identification of the Buyer (name, address, KRS number, taxpayer identification number), the type of goods to which the inquiry relates, the size of the order (number and dimensions of the goods covered by the inquiry), as well as the exact place of delivery of the goods or, if the goods will be collected by the Buyer, the data of the person authorized to collect them.
4. The Seller, after analyzing the content of the inquiry and, if necessary, after obtaining additional information from the Buyer, shall present to the Buyer by telephone, in writing or by e-mail an offer for the sale of goods covered by the inquiry, including in particular: the date of execution of the order, the sales price and the method of payment (hereinafter: "Offer").
5. Unless otherwise specified in the contents of the Offer, it shall be valid for 3 days from the date of its submission to the Buyer, or shorter - until stocks are exhausted.
6. After email or written acceptance of the Offer by the Buyer, it becomes an order (hereinafter: "Order").
7. If the Buyer has made changes or additions to the contents of the Offer, such action shall be deemed to be the submission of a new offer by the Buyer (hereinafter: "New Offer").
8. Acceptance - by e-mail or in writing - of a New Offer by the Seller within its validity period shall cause it to become an Order.
9. The provisions of paragraphs 7 and 8 shall apply mutatis mutandis to further changes or additions to the content of the New Offer and further offers.
10. Upon conclusion of the Order, the Seller shall send the Buyer a confirmation of the Order. If the Buyer does not object to the contents of the Order within 1 working day from the date of receipt of the confirmation, it shall be deemed that the confirmation of the Order has been accepted without reservations, and consequently the Seller shall proceed with its execution. To changes in the confirmation of the Order made by the Buyer before the expiration of the period referred to in the preceding sentence, the provisions of paragraphs 7 and 8 shall apply accordingly.
11. The final price of the goods covered by the Order shall be determined based on the prices in effect at the Seller on the date of acceptance of the Offer by the Buyer. If the price is indicated in a foreign currency, then - unless otherwise stipulated in the Order - it is assumed that the Parties have established the price in Polish zlotys, converting it into zlotys according to the exchange rate of the National Bank of Poland on the day preceding the date of conclusion of the Order.
12. The Buyer and the Seller are collectively referred to herein as the "Parties" and separately as the "Party".
13. All information provided on the website and other advertising and informational materials of the Seller relating to the offered goods, conversion rates, dimensional tolerances, weight and quality are for information purposes only and do not constitute an offer within the meaning of the Civil Code.
14. The Buyer is obliged to know the technical parameters of the ordered goods. The Seller is obliged to deliver the goods to the Buyer in accordance with his order. The Seller shall not be liable for any consequences related to the defective choice of goods by the Buyer, in particular for their unsuitability for the purpose intended by the Buyer.
15. Due to the nature of the offered goods, the quantitative difference in the execution of the Order not higher/lower than 20% in relation to the size indicated in the Order shall not constitute improper execution of the Order by the Seller.
16. The Seller informs that - subject to the provisions of paragraphs 17 and 18 - when selling goods (including metallurgical goods) its quantity (weight) is determined on the basis of theoretical weight and based on this theoretical weight its price is calculated.
17. The weight or quantity printed or otherwise specified on the delivered goods will be considered correct. Thus, if the Seller receives goods covered by the Order from a supplier as to which that supplier has determined its actual weight, the Seller shall accept that determination as its own and based thereon (i.e., on that actual weight) its price, which the Buyer shall be obligated to pay, shall be determined.
18. The goods will conform to the agreed specifications. If the specifications are not agreed upon, the subject of the Order will conform to DIN/PN/EN or ASTM standards.
19. Approvals, certificates, declarations of conformity and other documents confirming the quality of the ordered goods, the Seller shall issue only at the request of the Buyer indicated in the Order. For issuance of attestations, certificates, declarations of conformity or other documents confirming the quality of goods, the Seller shall charge a fee in the amount determined each time after receiving from the Buyer the request referred to in the preceding sentence.
20. Insofar as the Parties have agreed on the payment of an advance by the Buyer, the Seller shall not commence the execution of the Order earlier than on the date of its crediting to the bank account.
21. Unless otherwise agreed, the subject of the Order shall be delivered to the address indicated in the Order - at the choice of the Seller: by the Seller's own transport or through a carrier.
22. The day of execution of the Order by the Seller shall be the day on which the Seller notifies the Buyer that the Order has been executed and is ready to be transported. As soon as the subject of the Order is handed over for transport, all burdens related to the subject of the Order and the danger of its accidental loss or damage are transferred to the Buyer. If the Buyer takes delivery of the subject of the Order himself, all burdens and the risk of its accidental loss or damage shall pass to the Buyer as soon as the Buyer signs the document of acceptance of the subject of the Order.
23. The Parties unanimously agree that should any provision of the Contract be declared invalid, this shall not affect the validity of the entire Contract, which shall remain valid and unaffected in its remaining part, and the Parties undertake to replace the invalid provisions of the Contract, with new provisions similar in purpose to the provisions declared invalid.
24. Unless otherwise agreed, the Seller shall not be obliged - to any extent - to insure the subject of the Order.
25. Without prejudice to the foregoing, the Seller shall not be liable for any activities related to transportation of the subject of the Order, especially for delays in its delivery to the Buyer.
26. The subject of the Order shall be presumed to have been handed over for transportation by the Seller in proper condition.
27. The unloading of the subject of the Order shall be the responsibility of the Buyer.
28. The Buyer undertakes to inspect the subject of the Order - at the time of its acceptance - in terms of quantity, compliance with the specifications set forth in the Order and for any visible defects.
29. the Buyer, after inspecting the subject of the Order, shall sign a document of its release (WZ document), which confirms the conformity of the subject of the Order with the Order and the absence of defects referred to in the provision of para.
30. If the Buyer delays or refuses to accept the subject of the Order, the Seller shall have the right, without prejudice to other rights provided by law, at its option: (a) give the subject of the Order for safekeeping - at the expense and peril of the Buyer; (b) sell the subject of the Order for the account of the Buyer - without setting any additional time limits for acceptance of the subject of the Order to the Buyer; (c) withdraw from the Order - within 21 days from the date on which the subject of the Order should have been accepted; (d) charge the Buyer a warranty penalty equal to half of the net value of the Order to which the refusal or delay relates - for each commenced week of delay. In addition, the Seller may claim supplementary damages from the Buyer - on general terms.
31. The term of execution of the Order resulting from the contents of the Order is a forecast term. If this deadline is extended for reasons other than intentional action of the Seller, in particular, due to: delay on the part of the Seller's suppliers, reasons relating to the manufacturer of the goods, including lack of goods at the manufacturer, traffic incidents, etc., such extension of the Order execution date does not constitute improper execution of the Order by the Seller, and therefore does not actualize any liability of the Seller to the Buyer.
32. If the Seller is in delay with the execution of the subject of the Order for more than 14 days, the Buyer shall have the right to set an additional period of not less than 21 days for the Seller to execute the subject of the Order. After the ineffective expiration of this period, he is entitled to withdraw from the Order.
33. The Seller may withdraw from the Order within 21 days from the date of its conclusion if, for reasons for which he is not solely responsible, the Order cannot be realized or its realization is significantly hindered. The preceding sentence shall apply in particular to the situation when the manufacturer of the subject of the Order has withdrawn from its production.
34. Transportation costs of the subject of the Order shall be borne by the Buyer. They shall be added to the sales price resulting from the Order.
35. For the performance of the Order, the Seller shall be entitled to remuneration from the Buyer in the amount and on the date agreed each time in the Order, subject to the provisions of these general terms and conditions of sale (hereinafter: "Remuneration").
36. The day of payment of the Remuneration shall be the day of crediting the Seller's bank account. In the event of a delay in payment of the Remuneration, the Seller shall be entitled to demand from the Buyer the maximum interest for delay.
37. In the event that after the submission of the Offer (respectively: the New Offer and further offers), circumstances beyond the Seller's control occur that justify an increase in the price of the ordered goods (in particular, an increase in customs duties, introduction of additional customs duties, other public charges), the Seller shall have the right to unilaterally increase the price of the subject of the Order to the extent that takes into account the actual increase in the level of its price drivers.
38. The amount of Remuneration resulting from the Order is a net amount, which means that all due taxes and other public and legal charges will be added to it - at the rate in effect on the date of the Seller's invoice.
39. The Buyer authorizes the Seller to issue VAT invoices without signature and to deliver them to the Buyer electronically.
40. If in the course of performance of the Order the need to incur additional expenses arises, which was not anticipated by the Parties at the time of conclusion of the Order, each Party may demand an appropriate increase in the agreed Remuneration.
41. Notwithstanding any other provisions of the Order, failure to pay all or part of the Remuneration within the agreed time limit shall entitle the Seller to refrain from executing the next Order - until the entire due Remuneration is paid. Such action of the Seller does not constitute improper execution of the Order, and therefore does not entail any liability of the Seller to the Buyer.
42. The Seller's direct liability to the Buyer for any events in connection with the Order shall be limited to the lesser of the following amounts: (a) PLN 30,000.00 or (b) the amount of the net price of the goods covered by the Order in connection with which the liability arose.
43 During the term of the Order and for a period of 1 year after its completion, Buyer agrees that it shall not, alone or jointly with another person or on behalf of another person, directly or indirectly: (a) induce Seller's customers, subcontractors, contractors or business partners (hereinafter: "Counterparties") to discontinue cooperation with the Seller or to fail to perform or improperly perform the agreement linking the Counterparties with the Seller, (b) establish contact with the Seller's Counterparties and, in particular, enter into agreements with them - for himself or for third parties, (c) take actions aimed at discrediting the Seller or the goods offered by him towards third parties, including also disclose - to any third parties - any negative information about the Seller, its associates, members of its bodies, employees or Contractors - regardless of the veracity of such information, (d) commit any other acts of unfair competition to the detriment of the Seller.
44 In connection with the Order, the Buyer may gain access to: (a) information constituting a business secret of the Seller or entities other than the Seller, (b) other information which, although not a business secret, is relevant to the interests of the Seller or entities other than the Seller and should be kept confidential (hereinafter: "Confidential Information").
45. For the purposes of the Order, the term "Confidential Information" shall mean, in particular, any: information, materials, technical data, financial data, organizational data, business plans, contact databases, strategies, products, specifications, all intellectual property, know-how, technologies, analyses, compilations, data concerning Contractors, including customers and their needs, studies, notes and other documents containing such information or based on such information - regardless of, whether their disclosure may expose the Seller to damage or cause such damage - disclosed to the Buyer before or after the date of the Order, as well as otherwise obtained by the Buyer - regardless of the manner in which such Information was disclosed to the Buyer or obtained by the Buyer.
46. Confidential Information shall have such status regardless of whether it has been marked as confidential by the Seller.
47. The Buyer agrees to keep confidential for the duration of the Order and for 10 years thereafter, any Confidential Information known to him.
48. The Buyer shall be obliged to notify the Seller of any physical or legal defects in the purchased goods in writing, under pain of nullity, immediately after the date of delivery of the goods to the agreed place. The notification should include a detailed description of the defects found. Along with the notification, the Buyer shall send to the Seller - at his own expense and risk - all the goods which, in his opinion, are subject to defects (hereinafter: "Defective Goods").
49. The Seller shall consider the complaint within 30 days from the date of the Buyer's correct filing of the notification referred to in the provision of paragraph 48. At the same time, if, in order to consider the complaint, it is reasonably necessary to transfer the Defective Goods to a third party for specialized examination, the time limit for consideration of the warranty shall be longer and shall depend on the period of time required for such third party to perform the examination. Consequently, in the situation referred to in the preceding sentence, the time limit within which the complaint will be recognized will be communicated to the Buyer upon receipt of the relevant information from the third party referred to above.
50. In the event of the actual occurrence of a defect in the goods, the Buyer shall be entitled, to the extent described in the Civil Code, to the following warranty rights: (a) a claim for removal of the defect, (b) a claim for delivery of new goods free of defects, (c) the right to reduce the price, or (d) the right to withdraw from the Order.
51. In the event that the Seller does not recognize the defects reported by the Buyer, the Seller reserves the right to charge the Buyer for the cost of conducting a quality inspection of the claimed goods.
52. In the event that the Seller does not recognize the defects reported by the Buyer, the Defective Goods shall, at the Buyer's option: (a) be returned to the Buyer - at the Buyer's expense and risk, or (b) be destroyed by the Seller - at the Buyer's expense and risk.
53. The Buyer shall inform the Seller of the choice referred to in the provision of paragraph 52 - in writing or electronically - within 5 days from the date of receipt of information on non-recognition of the defect.
54. Payment by the Buyer of the costs described in the provisions of paragraphs 52 and 53 shall be a condition for the Seller to perform one of the actions referred to in the provision of paragraph 53, and shall be made no later than 3 days from the date of informing the Buyer by the Seller of the amount of such costs.
55. In the absence of informing the Seller of the choice in accordance with the provision of paragraph 53, the right to make this choice shall pass to the Seller. The Seller shall charge the Buyer with all costs incurred in connection with the chosen method of dealing with the Defective Goods. Notwithstanding the above, the Seller, in the absence of information from the Buyer, may give the Defective Goods for safekeeping - at the expense and peril of the Buyer. In addition, failure to timely inform the Seller of this choice will entitle the Seller to demand from the Buyer a warranty penalty in an amount equal to half of the net value of the Order to which the complaint relates.
56. The Seller shall be liable to the Buyer under the warranty only for those defects which the Seller has deceitfully concealed from the Buyer.
57. The Parties unanimously agree that each failure to perform or improper performance by the Buyer of any obligation under the Order shall entitle the Seller to claim from the Buyer a warranty penalty in the amount of half of the net value of the Order to which the breach relates. The Seller may claim damages in excess of the amount of the penalty referred to above - on general terms.
58. In the event of force majeure or occurrence of other events which prevent or significantly hinder execution of the Order within the time limit agreed by the Parties, the Order completion date shall be extended by the period during which execution of the Order was impossible or significantly hindered.
59. These General Terms and Conditions of Sale are an integral part of the Order. In case of differences between the content of these terms and conditions and the Order, the content of the Order shall prevail.
60. The Buyer shall not be entitled to deduct his receivables from the Seller with the Seller's receivables from the Buyer.
61. Any disputes arising in connection with or in connection with the performance of the Order shall be resolved under the laws of Poland - without regard to the conflict of laws rules contained therein.
62. The Parties hereby exclude, in any matters related to the Order, the application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980.
63. The court with exclusive jurisdiction to resolve the disputes referred to in the provision of paragraph 61 shall be the court with local jurisdiction over the Seller's registered office.