General conditions for realisation
The below Conditions for Deliveries and Payments are the component of all Supply Agreements, Sales Agreements and Seller's Service Realisation Agreements in the business relations between the entrepreneurs.
Any purchase terms and conditions of the Buyer shall not be the part of the agreement. The conditions shall apply to all transactions whose party is the Seller, unless their validity is explicitly excluded in the agreement.
The Seller is understood as EL – PUK Produkcja Dystrybucja i Montaż Materiałów Elektroinstalacyjnych Spółka z ograniczoną odpowiedzialnością in Konstantynów Łódzki.
The Buyer is understood as the other party to the Agreement (sales agreement, supply agreement or any other whose content is the property transfer, delivery of goods or service providing by the Seller in the interest of the Buyer) concluded with the Seller.
Conclusion of agreement
Plans, drawings, drafts and offers shall not be binding. Plans, drafts, formulas and other presentations being the subject to the copyrights may not be available to any third parties, the same refers to the offers, the Seller reserves the ownership and copyright to the offers as well as to plans, drafts and drawing made by the Seller.
The drawings presented in the sales lists, the provided weights and dimensions are approximate, and any changes to them are allowed at any time.
In case when the Buyer wishes unilaterally to cancel the order, the Seller is entitled to demand contractual penalty in the amount from 25% of the order value up to the whole value of the order depending on the degree of work progress done for its realisation needs. Within 2 working days, the Seller shall inform the Buyer on that cost indicating additional time limit on which the Buyer may return to the agreement realisation without incurring those costs.
The prices are valid with adding VAT tax applicable during the delivery realisation, from the plant in Konstantynów Łódzki according to the Seller's requirements. They are based on the current cost of materials and labour. The Seller reserves the rights to possible price corrections at the change of the shaping factors.
The change of alloy additive for stainless steel determines the additions or discounts to our catalogue prices for the relevant products.
The typically used packaging is included in the price. Non-standard packaging (e.g. for marine transportation) is included in the bill at price costs. In case of deliveries subject to transport charges the invoice for the transportation cost for the Buyer is issued.
In the event when the assembly is realised by the Seller, and if the real conditions at the construction site differ significantly from the conditions included in the offer, the Seller is entitled to calculate increased costs resulting therefrom.
Together with transferring the goods to freight forwarder or carriage company, not later however than at the moment of leaving the plant or warehouse, the risk passes to the Buyer.
The terms of deliveries start together with the date of order confirmation by the Seller. Their validity considers the reservation of proper and timely owned deliveries and is not of obligatory nature, unless the Seller has confirmed and guaranteed the time of delivery in writing. The times and dates of the deliveries refer to the shipping time from the plant or shipping warehouse.
The times and dates of deliveries may be prolonged, without violating the rights resulting from the delay, with the time period appropriate to the delay which the Buyer has in relation to the Seller.
Meeting the delivery schedules assumes unhindered work process and realisation of shipment and transport with no obstacles.
The states of emergency, stoppage of work, communication disruptions, lack of transport means, heating oil, raw materials and auxiliary materials or disruptions at the level of any plant in own company or in the companies co-operating at the contract realisation, as well as any obstacles caused by the regulations from the authorities, and hindering the delivery realisation, exempt the Seller from the obligation of delivery during their occurrence, without the Buyer's right to withdraw from the agreement.
If the delay cause remains with the Seller, the Buyer shall have the right to withdraw from the agreement after the relevant additional time appointed by the Seller, unless the goods to the end of this time are not called as ready to be shipped by the Seller. Partial deliveries or partial services are permissible.
According to the arrangements with the Seller.
Special structures and tools
If the subject of the contract are the special structures, we reserve - at the lack of special arrangements – the possibility to exceed or not execute respectively the agreed number of pieces related to the direct production.
In the event of paying for the share in the tools cost, the customer does not obtain the right to these tools. They shall remain our property.
The Seller must be informed immediately on any quantitative shortages in writing, which requires immediate interruption of any activities, the latest within 5 days after the date of the goods delivery.
If the goods show any defects, the Seller executes the guarantee in a way that, at the Seller's discretion, the Seller does the repair and/or delivers replacement free of charge (supplementary realisation). If the Seller executes the liabilities concerning the supplementary delivery, the Buyer shall not have the right to demand the reduction of payment or cancellation of the agreement, unless the supplementary repair has positive impact. The guarantee time granted by the producer is one year after the date of delivery realisation. (The warranty in the relations between the entrepreneurs is excluded).
Reservation of the ownership right.
The Seller reserves the goods property right up to the moment of total paying for the sales price and settlement of all claims towards the Seller resulting from the transaction conclusion. The Buyer is entitled and authorised to process or resell the goods whose property has been reserved (hereinafter: Reserved goods) only after proper realisation of the transaction course and provided that the regulations presented below are followed.
While processing together with other goods, not belonged to the Seller, the Seller shall obtain the co-ownership right to the products according to the value relation. A new product is understood as the reserved goods. The Buyer assigns the Seller the Buyer's claims resulting from the resale of the reserved goods now in the amount corresponding to the value of the reserved goods.
The Seller accepts the assignment. The value of the reserved goods under the present provisions is the Seller's accountable value with addition of the securing surplus of 20%.
The Seller authorises the Buyer, subject to the cancellation, to collect the claims connected with the further sale. The Seller shall not exercise its own right to collect the claims, if the Buyer fulfils its payment obligations. On request the Buyer has the right to inform the Seller on debtors of the surrendered liabilities as well as to inform them on the withdrawal. The Seller is hereby authorised to inform the debtors on the withdrawal on behalf of the Buyer.
If the value of securities available to the Seller exceeds the claims by over 20%, the Seller on the Buyer's request is obliged to transfer back or exempt, at its own discretion.
The Buyer has the obligation to inform the Seller immediately on the enforcement measures or any other actions from the third parties, that may have an adverse real or legal effect on the Seller's rights with reference to the reserved goods or withdrawn claims, together with handing over the documents necessary for taking the intervention.
In case of seizure, confiscation or any other disposition, the Buyer is obliged to pay the enforcement officer's attention to the Seller's ownership right and to inform the Seller on that fact within three days together with sending the copy of seizure report. The Buyer shall incur the cost of execution of the Seller's ownership rights.
The place for execution and settlement of any court disputes for both parties concluding the agreement is Commercial Division of the District Court Łódź - Śródmieście in Łódź. Only Polish Law shall apply.
Should any individual provisions of General Conditions for Seller's Transaction Realisation be or become invalid in a whole or partly, this shall not affect the validity of the remaining provisions.
The invalid provision shall be replaced by a valid regulation, as close as possible to the intended content pursuant to the sense of General Conditions for Transaction Realisation. Any changes or complementation to the present conditions, including this clause, require written form or else shall be null and void.