Terms of sale - version dated 06/07/2023.
1) Scope and definitions
a)seller (depending on the context in the content of these terms and conditions also as "we", "us", "our") - ASMA POLSKA spółka z ograniczoną odpowiedzialnością with its registered office in Wola Ducka, ul. Mostów 10, 05-408 Wola Ducka, entered in the Register of Entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XIV Economic Division of the National Court Register, under KRS number: 0000223970 NIP: 5321877407 REGON: 140004601, share capital: PLN 50,000.00
b) customer - a natural person, a legal person or an organisational unit that does not have legal personality and to which the law grants legal capacity, concluding a contract for the sale of products or a contract for the provision of services with the Seller
c) terms and conditions of sale - determine the terms and conditions for the sale of products and provision of services to the customer.
These Terms and Conditions of Sale apply to all (including future) sales of goods and services concluded between ASMA Polska sp. z o.o. ( the Seller) and the Customer. These Conditions exclude the application of any other conditions.
The latest version of our Terms and Conditions of Sale, available at: https://asmapoland.com/warunki-handlowe/. When placing an order, the customer submits a statement that you have read the terms and conditions and agree to comply with them sale to any and all transactions between the Customer and the Seller. It is acknowledged that our
The terms and conditions of sale were accepted and agreed to at the time the customer placed the order. The Seller is entitled to amend the terms and conditions of sale. The change comes into effect as soon as the change is posted electronically on the website. Seller. If the terms and conditions of sale are changed, the provisions in the new wording shall apply to orders placed by the Customer and accepted by the Seller by confirming the order after the change.
Any provisions which deviate from these Terms and Conditions of Sale and which constitute customer terms and conditions shall not be accepted, even if we do not expressly object to them upon receipt. In case of doubt, our Terms and Conditions of Sale shall apply. Terms and conditions of sale presented by the customer shall only apply with our express written consent, in accordance with the principle of representation of the Seller. The actions we take in the course of
performance of the contract, do not constitute acceptance of contractual conditions which deviate from our Terms and Conditions of Sale.
2) Offer/Contract drafting
Our offers are subject to change. Oral agreements, commitments, assurances and guarantees of our employees as well as agreements deviating from the content of these Terms and Conditions of Sale that may arise in connection with the conclusion of a contract shall only be binding if expressly approved by us in the form of a written order confirmation.
All data provided, such as dimensions, illustrations, descriptions, assembly sketches, drawings and other printed material, are approximate and are not binding on us, which entitles us to amend the offer or the order if the actual condition differs from the data provided by the customer.
3) Prices
Offers prepared by us are only binding if submitted in writing in response to an individual request for quotation. Offers are time-limited in accordance with the information contained therein.
The offered prices do not include the costs of transport to the Seller of materials/parts required for the execution of the order and provided by the customer, as well as the costs of shipment to the customer of goods/products in the execution of the order, unless this has been expressly stated in the Seller's offer. The minimum order amount is PLN 200. In the case of a lower amount of the offered product or service, the invoice will be increased by the difference resulting from the amount offered and the minimum order amount, i.e. PLN 200.
Offers are made to the best of our knowledge. The Seller reserves the right to change the price of products or services in the event of significant increases in raw material prices, inflation rates or fixed costs. In the case of changes in the prices of products or services after an order has been placed, the Seller will inform the Customer of the change by e-mail.
4) Additional costs
The customer shall bear additional costs, such as special packaging, freight, insurance, customs, taxes, fees, permits, certificates, etc. The customer shall also bear all other costs resulting from discrepancies between the actual state and the information provided by the customer on the basis of which the seller has made an offer.
Any additional work not included in the offer and resulting from the necessity to carry out additional activities in order to fulfil the subject of the offer will be charged to the client.
5) Payment
The Seller carries out transactions in prepaid form. At the customer's request, the Seller may accept the execution of transactions with a deferred payment period, the length of which is determined by the parties in the contract. In cases where transactions are carried out with a deferred payment period, this period shall commence when the Seller issues the invoice. The full amount of the invoiced money must be transferred to the Seller on the due date at the latest. The cost of the payment transaction is borne by the customer.
The Customer is obliged to keep to the payment terms also in cases where transport, assembly, commissioning or acceptance of a delivery or service is delayed or does not take place for reasons beyond the Seller's control. In the event of late payment, we may charge statutory interest for the delay. If the customer is in arrears with payments under previous transactions, the Seller shall be entitled to suspend the fulfilment of its ongoing obligations to the customer until the customer has fulfilled its payment obligations.
If we determine that our payment claim is at risk due to the customer's insolvency, we may suspend our services. In such a situation, we are also entitled to immediately demand payment of all claims arising from the ongoing business relationship with the customer. The customer undertakes to pay a flat fee of PLN 100 net for each payment demand sent to him. If the payment deadline is not met, all discounts relating to the invoice in question shall cease to apply. In the event of delayed payment, the customer undertakes to cover the necessary costs incurred by us to collect the payment (debt recovery fees, lawyers' fees, etc.). We reserve the right to claim further compensation for late payment of the invoice.
6) Control of creditworthiness
You declare that you are solvent and creditworthy and agree that we may check your creditworthiness by making enquiries with credit institutions and business intelligence agencies. The customer gives his/her express consent to the transfer of his/her data to formally authorised business intelligence or credit institutions for the sole purpose of creditor protection. The Customer undertakes to co-operate with financial institutions and credit bureaus for the purpose of checking his creditworthiness The Customer undertakes that, upon separate request of the Seller, he will present financial data concerning him in the form of a balance sheet and income statement for the period indicated by the Seller.
7) Supply of materials/parts
The materials/parts required to fulfil the order and provided by the customer must be delivered within the timeframe agreed with the Seller. In the event of delays in delivery
customer supplied materials we reserve the right to change the delivery date. Materials supplied by the customer must be properly packed and protected against damage. In the event that the technical condition of the materials supplied by the customer indicates the necessity for additional operations to be carried out by the Seller in order to correctly fulfil the object of the offer, the customer will be charged for these operations. The cost of these operations will be added to the price of the product or service from the offer. The liability and claims towards the Seller concerning the parts supplied by the Customer shall be limited only to the value of the order amount. The Customer shall deliver the materials/parts in a reasonable and agreed with the Seller quantity stock. With the exception of force majeure events, the Customer shall also cover additional costs incurred due to interruptions in production and resulting from delays in the delivery of materials/parts by the Customer or resulting from their technical condition or other inconsistencies resulting in the lack of or hindrance to the possibility of realisation of the subject of the order.
8) Delivery
Unless otherwise agreed in writing between the parties, the products are delivered by handing them over to the carrier at ASMA Polska sp. z o.o.- in accordance with the EXW Incoterms® 2020 rule. If it is ASMA Polska sp. z o.o. who is to organise the transport as an additional service for the customer, the total cost and all risks shall be borne by the customer. ASMA Polska sp. z o.o. reserves the right to charge a fee for this service added to the invoice. The delivery time is stated in the order confirmation. The lead time begins to run as soon as all the details of the order have been agreed and the customer has fulfilled all his obligations (including the delivery of the necessary materials/parts).
The order completion date shall be delayed by a reasonable period of time in the event of an event of force majeure, strike, delays in the execution of orders by the Seller's suppliers, the customer's failure to supply a reasonable quantity of materials and other similar events beyond the Seller's control. The order completion date shall be deemed to have been met on the basis of notification that the goods are ready for dispatch or the moment at which the goods have left the Seller's plant.
If Asma Polska fails to meet the order completion deadline, the Customer may not withdraw from the contract before the expiry of the additional deadline set by the Seller of at least four weeks. The Customer loses his/her right to withdraw from the contract based on the confirmed order placed by the Seller at the moment when the delay in the delivery date is due to the fault of the Customer, in particular when this fault results from the provisions of points 5 and 7 of these Terms of Sale and other circumstances beyond the Seller's control.
Partial deliveries are permitted and may be invoiced separately. In the case of a legitimate partial delivery, the customer is not entitled to withhold payment on the grounds of non-delivery of part of the order. The customer's right of set-off is limited to counterclaims that are not disputed, i.e., have been expressly recognised by the seller, and have final and absolute status.
The Seller shall be entitled to send a sample/prototype of the product to the Customer before proceeding with the order. The commencement of the order execution period shall be postponed until the Seller has received information from the customer on the approval of the sample/prototype sent by the Seller. If the customer does not raise any objections within 7 days of receiving the sample, it shall be deemed approved and the Seller shall commence serial production.
9) Transfer of risk
The risk of transporting the goods passes to the customer upon notification that the goods are ready for collection or dispatch from our factory.
10) No approvals
If the customer has not provided the necessary information related to the dispatch of the object of the order, the Seller shall store it on his premises and shall be entitled to charge a storage fee of 1% of the delivery value per calendar day. In such a case, the Seller shall be entitled to withdraw from the contract after an additional one-week period granted to the Customer for the collection of the ordered goods has expired ineffectively. In such a situation, the Customer shall be obliged to pay the full value of the order, and the Seller shall have the right to claim on general terms possible compensation to cover the loss caused by the Customer's failure to collect the subject of the order within the time limit specified in the contract.
11) Retention of ownership
We retain ownership and all rights of the goods supplied until full payment is received. In the event of delay in payment for goods delivered, we may demand the return of the goods subject to retention of title without first withdrawing from the contract or setting a grace period. The same shall apply if bankruptcy has been filed or goods subject to retention of title have been handed over before full payment has been received. The customer must inform us immediately of the above.
The exercise of the right of retention of title shall only constitute a withdrawal from the contract if this is clearly stated in the request to return the goods. The cost of collecting the goods by us shall be borne by the customer. We can sell the collected goods reserved for the most favourable conditions available. The customer undertakes to bear the loss resulting from the resale of these goods.
12. Tools/moulds/other devices ("moulds/equipment")
The cost of tooling in the offer relates only to material and direct labour and does not include technical knowledge, design and implementation work and logistical operations, in particular does not include copyright included in the subject of the offer. The above shall apply mutatis mutandis to any changes to the subject of the offer. If this has not been agreed in writing at an early stage, the Contracting Authority shall not acquire ownership of the copies of the moulds that have been produced by the Contractor for the purpose of performing the subject matter of the order and other rights and things produced for the purpose of performing the subject matter of the order.
We undertake to keep the moulds/devices for three years. If the goods have not been ordered again within three years of the last delivery, we may use the moulds/devices or destroy them. After the expiry of the aforementioned period, at the express request of the customer and subject to storage capacities of Asma Polska sp. z o.o., it is also possible to continue to store the moulds/equipment for an additional charge for a further separately agreed period of time or by separate written agreement between the customer and the seller.
Repairs to moulds/equipment that are necessary due to normal wear and tear are carried out at the customer's expense. The customer shall bear all costs for any changes he has ordered to be made to the moulds/equipment. The same applies to moulds/equipment supplied by the customer. The customer may take over ownership of the moulds/equipment by separate agreement. Ownership is transferred to the customer upon payment of the full price agreed in a separate written agreement.
13) Rights and claims of third parties
In the case of products that we manufacture according to the customer's documentation/design, it is the customer's sole responsibility to ensure that their manufacture does not infringe on any third-party rights. The customer declares that he bears full responsibility and undertakes to cover all costs that may be incurred towards the Seller in the event of third-party claims including being charged with the Seller's legal costs.
In particular, the customer shall indemnify and hold the Seller harmless from and against any loss, damage, liability, costs and expenses which have arisen or may arise as a result of a claim brought by any third party in connection with the fact that the manufacture, testing, labelling, packaging, storage or delivery of the object of the order made according to the customer's documentation/design infringes any third party's patent rights, utility models, design rights, copyrights, trademarks or other intellectual property rights.
If claims based on third-party rights are made against the Seller, the Seller shall not be obliged to verify their validity and may then suspend the production of these products and claim reimbursement of the costs incurred. Customer claims for compensation are excluded in this situation.
Plans, sketches, moulds, cost estimates and other documents provided by the Vendor or made with the Vendor's assistance shall remain the intellectual property of the Vendor. The Vendor may request their return at any time provided this does not interfere with any agreement on their use. If an agreement in the form of an order for an offer has not been concluded, these documents must be returned to us immediately and without request. The use of these documents, in particular their disclosure, reproduction, publication and submission (including the copying of excerpts), requires the express consent of the Seller. Furthermore, the customer undertakes to treat all knowledge he has acquired within the framework of the business relationship with us as confidential.
14) Guarantee
The Vendor guarantees the physical defects inherent in the goods, products and services supplied at the time of delivery to the Customer and revealed during the guarantee period. The guarantee is valid for a period of 12 months from the date of purchase. The guarantee period shall run from the date on which the goods, product or service are issued or presented to the customer for collection. The guarantee shall only apply in the territory of the European Union.
Within the scope of the guarantee, we shall only be liable for defects in the goods and products supplied and services performed not in accordance with the order provided that we have been notified of the defects in writing within one week of delivery of the (also partial) order.
The customer must always prove that the defect in question existed when the goods were handed over. If we do not receive notification of defects within the specified period, the goods will be deemed to have been accepted, thereby ruling out warranty claims. After acceptance of the goods by the customer, notification of defects that were apparent or could be identified at the time of acceptance is excluded. The Seller shall decide on the manner of rectifying the defect (replacement, repair, refund). The rectification of a defect notified by the customer does not constitute recognition of the defect. The customer must allow us at least two attempts to remove the defect. At the Seller's request, the Customer is obliged to return the defective delivery or samples thereof. If the customer prevents the Vendor from dealing with the defect immediately, he will forfeit his rights under the guarantee.
The customer shall bear the entire cost of transporting the defective goods for return to us, as well as any costs arising from the delivery of the goods to a place other than the place of business activities by the customer. If it turns out that the customer's complaint is unfounded, the customer must reimburse us for the costs incurred in handling this complaint.
Liability for damage caused by wear and tear or incorrect use is excluded. The Seller's liability is limited to the gross remuneration due to the Seller for the execution of the respective order. The Customer waives the claim for compensation (including claims for consequential damages and the possibility of withdrawal from the contract) The Seller undertakes to consider and respond to the complaint within two weeks. If the complaint is upheld, the response will include information such as the deadline for processing the complaint.
15) Accountability
We shall only be liable for breach of contractual and non-contractual obligations, in particular due to impossibility of performance, delays, etc., in the event of intentional wrongdoing or gross negligence. In the case of gross negligence, this liability shall be limited to the value of the contract in question and shall only cover typical damage foreseeable at the time of conclusion of the contract. The Seller's liability under warranty for defects is excluded. The customer shall be solely responsible for the construction and functionality of the parts he provides, even if he has taken our advice in making them. We accept no responsibility for results caused by the use of materials provided by the customer.
Claims by the customer due to consequential damages arising from a defect, financial loss, loss of earnings, non-product-related damage, loss of profits, losses or claims by third parties for compensation and any other indirect or consequential damages are excluded in all situations. Our exclusion of liability also covers our employees, representatives and agents. Our liability is excluded in cases of improper maintenance, inadequate and incorrect use, improper storage, installation, commissioning or use of our products by the customer or a third party, as well as damage caused by carrying out repairs or other work not expressly approved by us.
Our liability under third-party liability is defined in terms of amount and scope in accordance with our policy, the contents of which can be provided to the customer upon written request. The customer waives any claims, including claims that may arise from third parties (who are, for example, the customer's customers) that exceed the scope and coverage of our policy.
16) Discrepancies
If any part of these contractual terms is found to be ineffective, this will not affect the validity of their remaining provisions. If an ineffective provision contains an effective part, it shall be retained. The parties undertake to agree on a new provision that replaces the invalid provision and comes as close as possible to its economic purpose.
17) Data protection
The Vendor has the right to process the Customer's data within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on natural persons in relation to the processing of personal data and their free movement and the Data Protection Act of 10 May 2018. If the Seller does not receive written information from the Customer, the Seller reserves the right to use footage and photographs of the Customer's products for its own purposes. The Seller uses product images for promotional purposes (brochures, advertisements, company presentations, website). If the Customer does not agree to the use of film and photographic material of his/her products, he/she must inform the Seller about it at the time of placing the order. The provisions of Asma Polska sp. z o.o. on the protection of personal data, located at: https://asmapoland.com/polityka-prywatnosci/ .
18) Scope of application
These Terms and Conditions of Sale shall not apply to customers who are consumers within the meaning of the Civil Code Act and natural persons who conclude a contract directly related to their business activity, where it is apparent from the content of the contract that it is not of a professional nature for that person.
19) Place of performance/jurisdiction/arbitration
Polish law shall apply. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. The place of performance of the contract is the address of the Seller's registered office, i.e. Wola Ducka ul Mostów 10 05-408 Glinianka.
The exclusive place of jurisdiction for all disputes arising from this agreement shall be the courts of Warsaw. Asma Polska sp. z o.o. shall also be entitled to file claims at the courts having jurisdiction over the customer's registered office. In the case of customers outside the European Union, Switzerland and Liechtenstein, all disputes arising out of or in connection with this agreement shall be finally settled by the Court of Arbitration at the Polish Chamber of Commerce in Warsaw in accordance with the Rules of that Court in force on the date of filing a claim. The place of arbitration shall be Warsaw and the language of the proceedings shall be Polish.