Terms of sale
TERMS AND CONDITIONS OF SALES
DRAHT-UND MATERIAL VERTRIEB DMV-PLUS
SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ
I ABOUT US
1. The Seller: Draht - und Material Vertrieb DMV-PLUS Spółka z ograniczoną odpowiedzialnością with its registered office in Kokotów (office address and correspondence address: Kokotów 647b, 32-002 Węgrzce Wielkie); entered in the Register of Entrepreneurs of the National Court Register as number KRS 0000234812; as held by the District Court for Kraków – Śródmieście in Krakow, 12th Commercial Department of National Court Register; equity: PLN 50,000.00; VAT number (NIP) 6772249754, REGON 120054810, e-mail: email@example.com, phone: (+48) 12 289 92 56 (hereinafter referred to as the: “Seller”)
2. Contact data:
a) Correspondence address:
Kokotów 647b, 32-002 Węgrzce Wielkie; b) e-mail address: firstname.lastname@example.org;
c) contact phone:
(+48) 12 289 92 56.
II APPLICATION OF THE TERMS AND CONDITIONS OF SALES
1. These Terms and Conditions of Sales (hereinafter: “T&C”) shall apply exclusively to the sales and deliveries of goods, materials, products (hereinafter: “Goods” or “Products”) by Draht - und Material Vertrieb DMV-PLUS Spółka z ograniczoną odpowiedzialnością (hereinafter: “Seller”).
2. In these T&C, the Buyer shall mean:
a) a natural person concluding an agreement related to one’s business if the agreement indicates that it is related to one’s core business, as indicated in the business information available under the regulations on the Central Electronic Register and Information on Economic Activity;
b) a corporate person, which includes companies organised according to the Commercial Law.
3. In these T&C, the Client shall mean the persons listed in section 2, interested in concluding an agreement on the sales and deliveries of Goods.
1. T&C shall constitute an integral part of each and every commercial information and offer submitted to the Client by the Seller, or of any agreement and order comprising sales and/or delivery of Goods by the Seller.
2. The term “Making Available” shall mean Seller’s indication of a method for the Client to get acquainted with the T&C.
3. The Seller shall make the T&C available, in particular, through:
a) inclusion of website address where the T&C have been published;
b) submission in writing to the Client, Buyer;
c) reference to the T&C in the offer, order confirmation, or any other documents or message from the Seller.
4. Any contractual order templates, general terms and conditions of procurement, rules, and other similar documents generally applicable at the Client’s shall not be binding to the Seller.
5. Any Seller’s materials related to the Goods and Services, including the ones published on the www.dmvplus.pl, and addressed both to the general public and to the specifically indicated Client, shall be exclusively informative and simply form an invitation to submit requests for proposals. In no event should they be interpreted as an offer in the meaning of Article 66 and following of the act of 23 April 1964 Civil Code (Polish Journal of Laws 2020.1740 and 2020.2320, as amended).
6. If the Client remains in permanent relations with the Seller, the T&C shall apply to all orders or deliveries of Goods by the Seller, unless the Parties agree otherwise.
IV ORDER PLACEMENT, CONCLUSION OF A SALE AGREEMENT
1. We appreciate transparency; therefore, standard cooperation between the Buyer and the Seller usually occurs according to the following scheme:
a) The Client submits an inquiry about the Goods one wishes to buy, in person, by e-mail, or by phone;
b) pursuant to the inquiry, we present our offer, or draft an offer tailored to the Client, presenting it for the Client’s acceptance;
c) if the Client accepts our offer, we shall proceed with the order. The order is accepted for processing upon Order Confirmation by the Seller, the sale agreement is thus concluded;
d) if there are any additional arrangements as to the order, the order is accepted for processing and the sale agreement is concluded after the parties have reached an agreement as regards respective arrangements.
2. The price of the Goods indicated in our offer submitted in reply to the Client’s inquiry or indicated during our arrangements (if any) shall be expressed in PLN or EUR, and shall be enlarged by the applicable VAT rates. The information about the total price, including taxes related to the order, sale agreement, and delivery costs (including fees for transport, packaging, delivery, unloading, and postal services), as well as any other costs, whereas if these cannot be determined, information about the duty to cover such fees, shall be provided to the Client in our offer or during the arrangements but, in any case, always before concluding the sale agreement (namely before the Client expresses the will to be bound by the order, agreement).
3. According to the applicable regulations, the establishment of the cooperation, including order placement by the Client, conclusion of the sale agreement, or any amendment thereof, can take place in person at our premises, in writing, by e-mail, by phone, or by fax.
4. Orders can be placed by the Client in person at the Seller’s premises, in writing, by e-mail sent at: email@example.com or firstname.lastname@example.org or by fax: +48 12 289 92 55, or by phone: +48 12 289 92 56, +48 668 095 556, +48 668 095 557.
5. Sales and/or delivery of the Goods shall require order placement by the Client in line with the provisions in sections 1-2 and 4,6,7 above, hereinafter referred to as the “Order”, and order confirmation by the Seller, hereinafter referred to as “Order Confirmation”.
6. Orders can be placed by the Client through oral disposition of procurement, by phone, e-mail, or fax to the Seller’s employee or representative. If Orders are placed in writing or in a document form, the Order must feature a signature of the person authorised to place orders on behalf of the Client (authorised person according to the rules of representation or under a power of attorney) with the power of attorney attached, if any. In the absence of written reservations in the contents of the Order, it shall be concluded that the person indicated in the Order is authorised to act on behalf and for the benefit of the Client as regards matters related to Order placement, as well as conclusion and performance of the sale agreement.
V DELIVERY METHOD, DATE, AND COST
1. Delivery method, date, and cost shall be always presented in the offer submitted to the Client or shall be agreed with the Client before order placement and conclusion of the sale agreement.
2. Delivery of Goods to the Buyer shall be under a charge unless the Order Confirmation or the sale agreement state otherwise. Delivery costs (including fees for packaging, loading, transport, delivery, and postal services) or other costs shall be presented to the Client in the offer or during the arrangements (if any) but, in any case, always before concluding the sale agreement (namely before the Client expresses the will to be bound by the agreement).
3. For delivery of Goods to the Buyer, the Seller shall outsource carrier, transport, courier, or broker companies (courier service brokers), hereinafter also referred to as the “Carrier”.
4. If the transport (delivery) organisation is requested from the Seller, the Seller shall offer the following methods for Goods delivery/collection:
a) courier mail, payment-on-delivery courier mail – with Goods delivered via the courier company hired by the Seller or courier service broker;
b) pallet shipment or delivery of Goods in packaging – with Goods delivered via carrier, transport company (whole-vehicle or partial transports), courier company, or courier service broker;
c) collection by the Buyer in person or via a Carrier hired by the Buyer from the Seller’s premises or Seller’s warehouses in Poland, or warehouses of goods manufacturers in Poland, on a date previously individually agreed with the Seller.
5. Unloading of the Goods at the delivery site (address) indicated by the Buyer shall always be performed by the Buyer unless the Order Confirmation/sale agreement states otherwise.
6. Goods delivery date specified by the Seller in the Order Confirmation/sale agreement, or otherwise agreed by the Seller and the Buyer, shall be estimate only and shall not be binding to the Seller, unless the Seller has expressly stated the binding nature thereof in writing, as otherwise it shall be null and void (hereinafter: “Order Lead-Time”).
7. If the Seller fails to complete the Order/sale agreement within the Order Lead-Time, the Buyer shall have the right to charge a contractual penalty of 0.1% net value of the delayed part of the Order per each day of delay. The maximum limit of contractual penalty amounts to 2% net value of the delayed part of the Order.
8. If the Order Lead-Time cannot be kept by the Seller for reasons attributable to the Buyer, in particular if the Buyer fails to assure timely collection of the Goods or fails to complete Goods unloading by the deadline allocated by the Seller, regardless of all other claims, the Seller shall have the right to request the Buyer to make good for the damage caused by the Seller’s delay with respect to other commitments.
9. When collecting the Goods, the Buyer shall be obligated to check the type, completeness, and condition of the Goods, and to agree on any discrepancies, missing items, or damage to the Goods.
10. If, upon the delivery of the Goods by the Carrier selected by the Seller, the Buyer determines that the Goods are not in conformity with the Order/sale agreement (including as to the type of the Goods, quantity, or conformity with the Order/sale agreement, or in the event of damage of the parcel with the Goods in transport), the Buyer shall be obligated to request the Carrier (company transporting the Goods) to draft a respective report and to include an annotation indicating the damage or missing items in the WZ document, shipping list or CMR, as otherwise no claims can be pursued against the Seller. The documents must be dated and signed by the recipients and carriers of the Goods (Carrier’s driver).
11. Any remarks as to the condition of the Goods, completeness, and damage must be reported by the Buyer to the Seller within 2 (two) business days from Goods delivery date, with attached reports/annotations, photo documentation, and other documentation of the remarks. Damaged Goods must be secured for the Seller’s disposal. If the Seller is not notified by the aforementioned deadline, the Goods shall be deemed accepted with no objections.
VI OWNERSHIP TRANSFER
1. Ownership right to the Goods shall transfer onto the Buyer upon goods acceptance, subject to the section below.
2. Upon Goods release to the carrier hired by the Buyer, all the rights, risks, and levies related thereto, including the risk of accidental loss or damage to the Goods shall pass onto the Buyer. In the analysed case, the Buyer shall be fully liable for the loss or damage of the Goods from the moment of Goods being collected by the carrier.
VII PAYMENT TERMS, METHODS, AND TERM
1. The payment method and term shall be always presented by the Seller in the offer of sale and/or delivery of Goods or agreed each time with the Client before Order placement/sale agreement conclusion. Below, we present standard payment methods and terms available.
2. The Seller shall provide for the following payment methods:
a) bank transfer: payment for the ordered Goods and/or delivery thereof with bank transfer at the Seller’s bank account. Payment method: prepayment or payment with deferred payment date, e.g., transfer in 7 days, 14 days, 21 days, 30 days, or 60 days.
b) cash-on-delivery: payment with cash or card upon delivery of the Goods, payment made directly to the Carrier, provided that the Carrier provides for such payment method.
c) cash: payment in cash upon collection of Goods at the Seller’s premises.
3. The Buyer shall cover all the costs related to the handling of the bank transfer to the Seller, including all the costs of bank charges, except for the Seller’s bank charges.
4. If the sale and/or delivery of Goods is performed under a prepayment, the Seller shall proceed with the Order/agreement exclusively after receiving full payment for the Goods ordered and the delivery of the Goods (after the Seller’s bank account has been credited).
5. If the sale of Goods and/or delivery thereof is performed with deferred payment term, the Seller may, at any time, request the Buyer to present payment security instrument in the form of a bank guarantee, insurance guarantee, surety, or other security instrument satisfactory to the Seller, and then the Seller shall proceed with the Order/agreement exclusively after receiving thereof, excluding any Buyer’s claims related thereto.
6. The Seller shall issue VAT invoices for the Goods sold and/or delivery thereof to the Buyer.
7. Payment term indicated in such invoices, in the case of deferred payment, shall count from the delivery date of the goods/service.
8. Payments are to be made at the Seller’s bank account indicated in the invoice.
9. The signatory of the invoice shall represent that he/she is authorised to act on behalf of the Buyer.
10. The signatory shall be personally liable for the effects of the representation referred to in section 9.
11. Payments must be made by the dates indicated on the invoices.
12. Payment date shall be deemed as the date of crediting the Seller’s bank account with the amount stated in the invoice.
13. If the payment is made after the date indicated in the invoice, the Buyer shall pay statutory interests to the Seller.
The Seller does not accept any returns of the Goods.
1. Complaints may refer to:
a) non-conformity of the Goods with the Order/sale agreement;
b) quantitative non-conformity of Goods in collective packaging – quantities of the Goods in boxes, rollers, bags, pallets;
c) damaged packaging containing Goods or visible damage to the Goods related to the transport.
2. Complaints must be reported to the Seller by the Buyer within 2 (two) business days from Goods delivery date.
3. Complaints must be sent at the Seller’s address by registered mail with receipt confirmation or at the Seller’s e-mail: email@example.com with receipt confirmation.
4. The grounds for complaint handling shall be formed by written complaint with documentation and specification of the detected non-conformities or damage to the Goods, with attached receipt and data identifying the Goods, such as: label of the Goods complained about, including serial number of the Product, report drafted with the carrier, and annotations on delivery documents, such as WZ document, shipping list or CMR, date of detecting the non-conformities and/or damage, detailed specification of the non-conformities and/or damage, circumstances of disclosure, photo documentation, or other documentation of the actual non-conformities and/or damage.
5. In the event of a complaint, the Buyer shall be obligated to allow the Seller or Seller’s representatives to perform visual check or other activities at the site where the Goods are kept. The Buyer shall also be obligated to store the Goods forming the object of the complaint in a proper manner, and to secure it for the Seller’s disposal.
6. Any claims related to the complaints shall not be acknowledged if the Seller determines any irregularities during the unloading of the Goods.
7. If possible, the Seller shall handle the complaint within 30 days from its effective reception. The Seller shall always inform the Buyer about the final deadline for complaint handling.
8. If the Buyer’s complaint proves justified, the Seller shall, by its own choice, obligated exclusively to the following:
a) price reduction of the Goods forming the object of the complaint;
b) replacement of damaged Goods with new ones, damage-free, at the Seller’s expense;
c) delivery of missing Goods at the Seller’s expense;
d) replacement of the Goods non-conforming with the Order/sale agreement at the Seller’s expense.
9. Immediately after the acknowledgement of the claims, the Seller shall proceed with price adjustment regarding the Goods or replacement of the Goods complained about, or delivery of the missing Goods.
10. The Seller shall not be bound with complaint acknowledgement by the Buyer with respect to a third party. For the Seller, the Buyer shall be the only other party to the complaint proceeding. Any assignment of the rights shall be excluded.
11. Complaint submission shall not authorise the Buyer to abstain from payment for the Goods and/or delivery thereof in whole or in part.
1. Pursuant to Article 558(1) of the Polish Civil Code, the Seller’s liability to the Buyer under the warranty for Goods sold shall be excluded.
1. The Seller shall not provide a guarantee to the Buyer for the Goods purchased.
2. The Goods purchased from the Seller may be covered by the manufacturer’s guarantee.
3. The Buyer acknowledges that the Seller acts as the distributor of the Goods, and that exclusively the manufacturer provides a guarantee to the Buyer regarding the Goods meeting the specified criteria. All other terms and guarantees regarding the quality or fitness of the Goods for the intended purpose shall not be accepted. In the event of any complaints regarding the Goods within the framework of the manufacturer’s guarantee, the Seller’s role shall be limited to passing the complaint over to the manufacturer. The Seller’s liability related to the sale of the Goods, including guarantee and warranty, shall be excluded.
1. The Buyer shall be obligated to keep confidential all the information and documents related to the Order, in particular including the information on the prices and cooperation with the Seller. This obligation shall apply regardless of the form of providing such information to the Buyer and the source thereof. Such information cannot be disclosed by the Buyer to any third parties. The confidentiality obligation shall apply throughout the period of cooperation between the Seller and the Buyer, while after termination thereof, for the period of three years from the last sale of the Goods to the Buyer, with the effect at the end of the calendar year.
2. Any delay or non-performance with respect to the terms of the Order/ sale agreement on the part of the Seller shall not constitute the grounds for the Buyer’s cancelling the Order/agreement or for claiming compensation for the losses, or any equivalent payments if the non-performance or improper performance of the Order/sale agreement was caused by factors not attributable to the Seller, and not caused by the Seller. In particular, this refers to such events as: acts of God, weather, strikes, riots, wars, terrorist acts, fires, natural disasters, explosions, sabotages, failures, or other events related to the need to comply with governmental ordinances, laws, and legal regulations, as related to the epidemic, or court rulings, and circumstances related to the Seller’s suppliers or parties cooperating in the delivery of the Order/sale agreement. In such a case, the lead time of the Order/sale agreement may be extended, or the Order/sale agreement may be suspended in whole or in part until the above circumstances have ceased.
3. The Seller shall be liable to the Buyer, regardless of the legal grounds, to the amount of the gross price paid with respect to the Order/sale agreement, provided that in the event where the claim is exclusively related to particular Goods and/or delivery thereof, the Seller’s liability shall only be limited to the amount of gross price paid for the given Goods and/or delivery thereof. The Seller shall be liable to the Buyer exclusively for the damage incurred as predictable upon Order Confirmation/conclusion of sale agreement, exclusive of any lost profits.
4. The Buyer cannot assign rights under the Order/sale agreement onto third parties without the Seller’s prior written consent, as otherwise such assignment shall be null and void.
XIII FINAL PROVISIONS
1. Agreements shall be concluded with the Seller in Polish.
2. Any translations of this document into foreign languages shall be for reference only. The Polish version of the document shall be binding.
3. Matters not regulated by these T&C shall be governed by the mandatory regulations of the Polish law, in particular of the Polish Civil Code.
4. Any disputes between the Seller and the Buyer shall be resolved by the general Court in Poland having jurisdiction over the Seller’s premises and, to this extent, the Buyer shall subject itself to Polish jurisdiction. The Seller, however, reserves the right to pursue action before any court in the jurisdiction of the Buyer or as generally applicable.
5. These Terms and Conditions of Sales (T&C) shall enter into force as from 1 March 2021.