§1 General provisions

  1. These General Terms of Sale and Delivery (hereinafter “OWSiD”) apply to all legal relationships relating to contracts for the sale of products between PS Lift Spółka z ograniczoną odpowiedzialnością, with its registered office in Racot, ul. Kościańska 2a, 64-000 Kościan, entered in the Register of Entrepreneurs of the National Court Register maintained by the District Court Poznań – Nowe Miasto i Wilda in Poznań, IX Commercial Division of the National Court Register, under KRS number 0000327140, NIP: 6981801753, REGON: 301087117, hereinafter the Seller, and its contracting parties (hereinafter the Customers), unless the parties agree otherwise in a separate written agreement.
  2. These OWSIDs also apply to contracts concluded through the Seller’s online store in scope not regulated by the Seller’s Online Store Regulations.
  3. The Contracting Authority should be understood to mean a legal person, an organisational entity not having legal personality and a natural person conducting an economic activity, carrying out or intending to carry out an Order in the course of his business.
  4. In these OWSiD, Tpay means the online payment service tpay.com, operated by Krajowy Integrator Płatności S.A., with its registered office at ul. Św. Marcin 73/6, 61-808 Poznań, entered in the National Court Register maintained by the District Court Poznań – Nowe Miasto i Wilda in Poznań, VIII Division of the National Court Register, under KRS number 0000309098, with fully paid-up share capital of PLN 4 848 500,00, REGON: 300878437, NIP: 777-306-15-79, website: http://tpay.com, email: kontakt@tpay.com.
  5. The OWSID is an integral part of all offers, prospectuses and information of the Seller, orders of the Contracting Authority and contracts and is valid for the entire period of commercial cooperation. When ordering, the Contracting Authority confirms that it knows and accepts the OWSiD and agrees to apply them within the framework of the connecting party to the legal relationship.
  6. Where the Contracting Authority applies a contractual standard, the provisions contained therein shall apply only if the Seller has given his consent in writing to its application within the framework of a legal relationship between the parties.
  7. Unless otherwise stated by the Seller, the offer of sale made by the Seller to the Ordering Authority shall be valid 30 days from the date on which it was sent by the Seller.
  8. No information, proposal, prospectus or offer submitted by the Seller to the Order shall constitute a binding seller of the offer of sale within the meaning of the Civil Code.
  9. The order sent by the Contracting Authority must contain detailed information on the ordered product to the extent necessary to identify it and data concerning the conditions desired by the Ordering Authority for the performance of the contract.
  10. The contract is concluded by the Ordering Party submitting a written order and accepting it by the Seller. The order can be sent by post, fax or e-mail. The order shall be deemed to have been accepted at the time of sending the Order a written confirmation of receipt of the order by the Seller or a person authorized by him via fax, mail or e-mail.
  11. The placing of the order does not bind the Seller, and the lack of reply to the Seller’s order does not mean silent acceptance of the order.
  12. If the Seller accepts an order with reservations, the Contracting Authority shall be bound by the content of these reservations unless it makes any observations it may make without delay. The immediate submission of observations shall be deemed to constitute the submission of a new contract.
  13. The fact that the order is accepted does not bind the Seller when, for reasons which are independent of him, in particular because of force majeure or the behaviour of the Ordering Party or third parties (including suppliers of the Seller), the delivery and sale of the products is impossible or unduly impeded. The Seller shall inform the Ordering Authority of such fact.

§ 2 Payment conditions

  1. The Ordering Party, who first deals with the Vendor, is obliged to pay the Vendor the entire price of the product:
    • Cash at the Vendor’s premises (in case of personal receipt of the product);
    • At the courier (shipping for download);
    • Transfer to the Seller’s bank account made before sending the product to the Purchaser.
  2. The conditions for regulating payments laid down in paragraph 2 of this Article shall apply. 1 above is also applicable to the Ordering Party on the second and third transactions with the Seller.
  3. The parties may individually agree payment terms for Customers other than those referred to in § 2 points 1 and 2 of the General Terms of Sale and Delivery. Unless otherwise agreed, the price payable by the Customer to the Seller must be paid by bank transfer to the Seller’s account by the date specified on the invoice. The Seller may require the Customer to make an advance payment.
  4. The prices quoted by the Seller are net prices to which VAT should be added at the rate applicable on the day of issue of the invoice.
  5. The price is paid in Polish zlotys or in euro, depending on the arrangements made by the parties.
  6. Prices, unless otherwise reserved, do not include insurance, delivery, assembly and service costs.
  7. In case of payment of the product price by bank transfer, the date of payment shall be the date on which the seller’s bank account is credited.
  8. Any costs that may arise during the execution of the order, e.g. repackaging, handling, insurance, bank charges and other charges and taxes in force during the execution of the contract, shall be borne by the Ordering Party unless otherwise stated by the parties in writing.
  9. Resignation by the Contracting Authority of performance of the order in any form and in any manner after its confirmation by the Seller entitles the Seller to charge a contractual penalty of:
    • Contract values for special-order products;
    • 30 % of the contract value for other products.

The Seller reserves the right to claim compensation in excess of the amount of the reserved contractual penalty.

  1. The Contracting Authority shall not have the right to suspend payment or to deduct its claims against the Seller with other receivables, except in cases where the Contracting Authority’s claims on the Seller have been established by a final judgment of the court or were accepted by the Seller. The transfer of the Ordering Party’s debt to the Seller requires the consent of the Seller expressed in written form under the terms of invalidity.
  2. To the contractual penalties referred to in paragraph 2 of this Article. 9 all prepayments made by the Contracting Authority shall be credited.

§ 3 Delivery

  1. The Seller supplies products through the transport company Schenker Sp. z o.o. or another carrier. The choice of carrier by the Seller is binding on the Ordering Party. The seller allows personal reception of the products by the Ordering Party at the Vendor’s premises. The personal receipt of the products for the Contracting Authority may be made only by a person holding the relevant written authorisation of the Ordering Authority.
  2. The place and date of delivery or receipt of the parties shall be agreed individually. The delivery time agreed and indicated in the order confirmation shall be indicative. Failure to meet the delivery deadline by the Seller entitles the Contracting Authority to assert its rights only if the Seller, despite a written agreement with the Ordering Authority, still fails to carry out the delivery of the product.
  3. If the Seller does not deliver the product to the Contracting Authority within the prescribed time limit due to an obstacle arising from its independence from it, including, inter alia, due to the timely delivery of the product by suppliers of the Seller, force majeure, unforeseeable disturbances in the operation of the Seller – e.g. power outage, transport and customs delays, transport damages, including roadblocks, time limits in road transport, material and raw materials shortages – the delivery period is automatically extended for the duration of this obstacle.
  4. In the event of agreement to receive the product at the premises of the Contracting Seller, it is obliged to receive it immediately after the Vendor has provided information on its availability. Delay in receipt of the Ordering Party entitles the Vendor to charge the Purchaser storage costs.
  5. The delivery costs shall be borne by the Ordering Party unless these costs have been incurred by the Seller.
  6. The seller is entitled to complete the order through partial deliveries, after prior agreement with the Ordering Party.
  7. The risk of loss or damage of the product passes from the Seller to the Contracting Authority at the time of issue of the product to the Ordering Authority, and in the case of entrusting the goods to the carrier at the time of delivery, regardless of who is responsible for the delivery costs.
  8. Where the parties have not agreed in detail on the packaging of the products, it shall be presumed that packaged or unpacked products should be supplied, in accordance with the applicable rules and standards in force in the Seller’s company or in its suppliers’ companies. The cost of packaging is the seller’s own cost. Packaging products are non-refundable.
    The Buyer shall check the received product, in particular the quality, quantity and range of products supplied immediately after delivery (issue) and make an appropriate note on the shipping list or other proof of issue, and immediately notify the carrier (in accordance with the relevant transport regulations) and the Seller, in writing, of any objections in this respect and allow the Seller’s representative to examine, within a short period of time, the intact products.
    The Ordering Party’s acceptance of the products without having examined them or not submitting any objections immediately after the examination of the products will be considered to confirm that the goods have been delivered correctly, in the appropriate quantity and have proper characteristics and properties.
  9. Where it is not objectively possible to carry out an immediate inspection of the product delivered on account of the nature of the packaging or for any other reason, the control at reception shall include at least the consignment note, the quantity and state of the packages, the particulars of the product marking on the packaging and the external damage. As soon as this is objectively possible, but at the latest when unpacking the product before it is used, no later than 2 days after the issue should be carried out a detailed, complete inspection of the goods.
  10. Under the penalty of losing the right to claim from the Seller any claims for lack of quantity or non-conformity of delivery with order confirmation – The Buyer is obliged to complete all formalities provided for in the preceding points, in particular to notify the Seller of identified irregularities immediately after their determination no later than 2 days after the date of issue of the goods.

§ 4 Failure by the Contracting Authority

  1. If the Contracting Authority fails to duly fulfil its obligations in respect of payment of the price, or part thereof, including, in particular, does not pay the price or part of it at an agreed amount within a fixed period, or if the payment of the price or part of it by the Contracting Authority is doubtful because of its asset status, the Seller’s claims to the Contracting Authority shall immediately become due. In such a case, the seller may refrain from fulfilling his benefits until the Ordering Party has provided adequate security or payment of the total price in advance.
  2. If the Contracting Authority fails to duly fulfil its obligations in respect of payment of the price, or part thereof, including, in particular, no payment of the price or part of the price at an agreed amount within the set time limit, the Seller may also:
    • Set an additional time limit to be paid and withdraw from the contract after it has been unsuccessful;
    • Require the Contracting Authority to make good any damage resulting from its default;
    • To require the Ordering Party to pay statutory interest;
    • Request the Contracting Authority to return the products issued to it subject to ownership within the meaning of these OWSID, the refund being made at the Ordering Authority’s expense no later than 14 days from the date on which the Purchaser receives a written request from the Seller for reimbursement.

§ 5 Ownership reservation

  1. The Seller reserves the ownership of the item of delivery issued to the Ordering Authority until any claims are met, regardless of their legal basis, and the time in which they were created.
  2. The seller is entitled at his discretion to purchase, at the Ordering’s expense, insurance of products subject to ownership from theft, destruction, fire, water and other damage reducing the value of these items unless the Ordering Party proves that it has purchased such insurance itself.
  3. During the period of validity of the reservation, the Contracting Authority may use items whose property has been reserved in accordance with their intended purpose for the activities of its own company.
  4. If the Seller requests return of goods subject to a property reservation, the Ordering Party shall be responsible for their return in a condition which is uncompromised in relation to the state in which they were located at the time of acceptance of the object of the contract.
  5. The Contracting Authority may not dispose of or charge such items in any way, including selling, hiring, pawning, or providing any security on those items, unless the Seller agrees to do so in writing.

§ 6 Responsibilities of the Seller

  1. The seller shall provide the Contracting Authority with a guarantee for the period, in so far as and on the terms indicated in a separate guarantee document, provided that such guarantee has been issued to the Contracting Authority.
  2. The Seller shall be liable only for the loss suffered by the Ordering Party because of intentional or gross negligence of the Seller. To the remainder, the Reseller’s responsibility is excluded. In case of doubt, the Seller’s liability does not include compensation for damage to expected benefits, loss of profit, production losses, loss of market reputation, etc.
  3. The responsibility for the product’s possession of specific characteristics or for the suitability of the product delivered for the purposes desired by the Ordering Party shall be borne only if it has given the Ordering Party written assurance that the product has certain characteristics or that it is useful for those purposes.
  4. The liability of the Seller for warranty of product defects is excluded.
  5. The Seller is not responsible for misinterpreting or incorrectly the information and technical data contained in catalogues, prospectuses, websites and other advertising materials received or obtained by the Contracting Authority.
  6. Use and maintenance of the product incompatible with its intended purpose, operating requirements, manufacturer’s instructions or technical knowledge relieves the Seller from the liability provided for in the regulations and these OWSID.
  7. The exclusion or limitation of the Seller’s liability also includes the exclusion or limitation of the civil liability of the Seller’s employees, its representatives and persons entrusted with the performance of the service.

§ 7 Confidentiality

  1. Any information which the parties have learned at the stage of negotiation, conclusion or performance and which has been transmitted to one party by the other subject to confidentiality may not be made available to third parties.
  2. This obligation extends in particular to representatives, agents and employees of the party.
  3. The obligation of confidentiality shall not apply to situations where a party is required to disclose certain confidential information in accordance with mandatory law, final judicial judgment or final administrative decision.
  4. Infringement of the prohibition referred to in paragraph 7. 1 gives rise to liability for damages against the other party if that party has suffered damage due to unauthorised disclosure of information.

§ 8 Dispute settlement and applicable law

  1. The parties should seek amicable settlement of disputes.
  2. Any disputes that may arise against the background of these OWSID and contracts and orders, the Parties shall submit to the Polish General Court, which is competent according to the Vendor’s headquarters.
  3. The law applicable to all contracts concluded with the Contracting Authority using these GBSIDs is Polish law, except for the provisions of the United Nations Convention on the International Sale of Goods drawn up in Vienna on 11 April 1980.

§ 9 Final provisions

  1. The provisions of the Civil Code and other relevant provisions of applicable law shall apply to matters not regulated by these GDPRs.
  2. The nullity or ineffectiveness of any provision of these GDPRs shall not result in the nullity or ineffectiveness of the other provisions of the OCSIDs and of contracts implemented on their basis. In such a case, instead of an ineffective or unenforceable provision, there shall be a provision that fully reflects the objective of the Parties to enter into a contract using the OWSID.