Контакт Карта сайту

Worldwide | Головна

General Terms and Conditions of Sale and Delivery

§ 1. General Provisions.

1. General Terms and Conditions of Sale specify the rules for entering into agreements for the sale of products offered by Ropla Elektronik Sp. z o. o., hereinafter referred to as “Ropla Elektronik Sp. z o.o.” or “the Seller”.
2. The Seller shall not enter into transactions below USD 50 net.
3. General Terms and Conditions of Sale shall constitute an integral part of all sale agreements concluded with Ropla Elektronik Sp. z o. o. and shall be applicable, unless the parties have explicitly stated otherwise. Any diversion from the application of these terms and conditions of sale shall require a written form, otherwise null and void.
4. Sale agreement shall be concluded on the basis of an oral or written order placed with Ropla Elektronik Sp. z o.o. by the Buyer. The Seller reserves the right to request in all instances a written confirmation of the order.
5. If on the second business day following the placement of order the Buyer does not cancel the order and the Seller does not notify the Buyer of the refusal to accept the order, the agreement shall be deemed as concluded. Order cancellation by the Buyer shall be made in writing, otherwise null and void.
6. General Terms and Conditions of Sale are communicated to the Buyer at the latest upon order placement by the Buyer. If the Buyer does regular business with the Seller, acceptance of the General Terms and Conditions of Sale upon the first order shall be treated as an acceptance for all other orders and sale agreements, until such time as the terms and conditions are altered or they cease to be valid.
7. In the even the Buyer does not accept the above General Terms and Conditions of Sale, the Seller may suspend the release and delivery of products until they are accepted, or until different terms and conditions of sale are agreed. If an appropriate deadline for the acceptance or establishment of new terms and conditions has been set and has expired, the Seller shall be entitled to cancel the agreement.
8. The definitions used in the General Terms and Conditions of Sale of Ropla Elektronik Sp. z o.o.:
   a) OWSD - General Terms and Conditions of Sale and Delivery of Ropla Elektronik Sp. z o.o.
   b) Order – a statement submitted to the Seller by persons authorised to represent the Buyer, declaring the intention to conclude the agreement and containing the necessary elements of a sale agreement, i.e., Buyer’s details in accordance with the applicable regulations, type of products, quantity and the price .
   c) The Seller - Ropla Elektronik Sp. z o.o. having its seat in Wrocław at ul. Wyścigowa 3.
   d) Special delivery (specially ordered products) – sale of products which at the moment the order is placed  are not part of the Seller’s standard offer, and which must be obtained especially to execute the specific order placed by the Buyer.
   e) The Buyer – any legal or natural person, as well as an organisational unit having no legal identity, that placed an order with the Seller, within the scope of use of the services and products offered by the Seller.

§ 2. Scope of Application of the General Terms and Conditions of Saleand Delivery

1. OWSD constitute an integral part of every order placed by the Buyer with the Seller, and shall remain valid throughout the term of the agreement. When placing an order, the Buyer or a person authorised in writing to act on behalf of the Buyer confirm that they are familiar with and accept the General Terms and Conditions of Sale and Delivery. The above is a necessary requirement to establish in business co-operation.
2. OWSD shall apply to deliveries of products, special deliveries and services performed by the Seller. The Seller shall confirm the compliance with all requirements of the Buyer during the performance of the agreement with the obtained certificates, attests and other documents confirming the quality of the products and/or services offered.
3. Order placed by the Buyer shall be accepted for execution on the basis of an oral or written order placed with the Seller. The written form shall be necessary in the case of orders exceeding USD 500 net. Accepting an order in a form other than written shall require a special arrangement between the Seller and the Buyer.
4. Change of the terms and conditions of agreement, or separate oral arrangements shall be valid as from the moment they are confirmed by the Seller in writing, and shall apply only to a given commercial transactions, unless the parties decide otherwise.
5. The Buyer’s terms and conditions for the execution of agreements or deliveries which differ from the OWSD shall not be accepted by the Seller.
6. Except for the provisions of OWSD, the Seller may conclude individual agreements, and reserves the right to accept a part of an order or to reject an order without stating reason therefore.

§ 3. Product Information

1. All information concerning products, included in the catalogues, brochures and other advertising material presented by the Seller  shall be for orientation purposes, and shall be binding only to the extent accepted by both parties to the sale agreement.
2. The Seller shall deliver the products as per the Buyer’s order and shall not be responsible for their future use.
3. The Buyer acknowledges that European and Polish standards apply in case of the products offered.
4. Announcements, advertisements and catalogues related to the products offered by the Seller are for information purposes only.
5. Models and samples of the products offered by the Seller shall be only for viewing and exposition purposes.

§ 4. Prices

1. The prices stated in the offers shall be valid for the period of time indicated in the offer. If a period has not been indicated, the prices shall be valid for a period of time during which the Buyer could immediately inform the Seller of the Buyer’s acceptance of the offer.
2. The prices for the products offered by the Seller, unless explicitly indicated otherwise, shall be exclusive of VAT, insurance and delivery costs, and in the case of sale agreements executed outside Poland – shall not include the bank fees.
3. The costs of delivery to the Buyer and of any other services shall be covered by the Buyer, and shall be agreed on an individual basis. If no such arrangements are made, the products shall be collected at the Seller’s premises.
4. All costs which could arise during the order execution, e.g. repacking, reloading, insurance, bank fees and other fees and taxes, shall be covered by the Buyer, unless otherwise agreed by the parties.
5. The final price of the products shall be established on the basis of the Seller’s prices valid on the date of the order.
6. The rebates, discounts, price reductions etc. require individual written arrangement and shall apply to a given commercial transaction, unless the parties decide otherwise.

§ 5. Quantity

1. The products are sold on a quantity basis, according to sale units (e.g. piece, container, etc.), taking into account the rules concerning the minimum quantity commonly applied when trading a given product.
2. Quantity-related complaints must be lodged immediately after receipt of the products, but not later than within one business day following the date of the receipt, otherwise the Buyer shall not be entitled to lodge quantity-related complaints.

§ 6. Quality

1. The Buyer shall be responsible to ensure that the technical parameters, quality and quantity of the material specified in the Buyer’s order or agreement complies with the Buyer’s needs.
2. If the order does not specify the standards that have to be met by the material, or a description of the requested material quality, the ordered products shall be delivered as regular products, without the responsibility for any special quality requirements.
3. Appropriate attests, certificates, declarations of conformity or other documents confirming the quality of the products shall be attached to the ordered products if such requirement has been specified in the agreement or the order. The Seller is responsible to ensure that the attached documents concern the products delivered. Due to reasons beyond the Seller’s control, the Seller shall not verify the technical data included in the attests, certificates and other documents confirming quality.
4. Attests and certificates may be supplied at a charge, and due to reasons not attributable to the Seller, they may be supplied after the products are delivered.
5. Any quality complaints must be lodged immediately following the receipt of the products, but not later than within 30 days of the receipt, otherwise the Buyer shall not be entitled to lodge quality-related complaints, unless the complaints concerns a latent defect present on the date the sale agreement was executed.

§ 7. Delivery, Delivery Date

1. The date for the delivery of products to the Buyer shall be agreed individually by the parties to the agreement.
2. The delivery date shall be considered met if the products left the Seller’s warehouse on the specified date, or if the Buyer was notified that the products are ready to be shipped if the Buyer has not indicated the delivery place.
3. Seller’s default shall entitle the Buyer to exercise the Buyer’s statutory rights only if the Seller, despite having agreed with the client in writing a second delivery date and despite having been sent a written notice to do so, fails to perform the delivery or service, subject to sec. 3.
4. The delivery date shall be extended by the period of time during which the delivery was prevented by circumstances not attributable to the parties, e.g. force majeure event, unforeseeable interruption in the Seller’s operations e.g. blackout, transport and customs delays, temporary limitations on heavy goods road transport.
5. The Buyer shall collect the products or services immediately after being notified of their availability at the Seller’s warehouse. In case of delay the Buyer may be charged with the costs of storage, subject to other rights of the Seller. Every partial delivery should be performed as a separate transaction, and may be separately invoiced by the Seller.
6. If an order or a part of it is cancelled, the Buyer shall cover all costs incurred by the Buyer in connection with the order execution.

§ 8. Delivery Performance and Transfer of Risk

1. The product delivery risk shall be transferred onto the Buyer the moment the products are handed over to an authorised person indicated by the Buyer, including a forwarding agent or a carrier.
2. If the Buyer has not provided detailed instructions, the delivery shall be at the discretion of the Seller, in accordance with fair trading principles, but without the guarantee as to the choice of the speediest and the cheapest delivery mode. In such a case the Seller shall not be liable for the choice made.

§ 9. Packaging

1. The Seller shall use all efforts to have the products appropriately packaged.
2. The packaging materials shall be the costs of the Seller and shall not be returnable, unless otherwise agreed by the parties.

§ 10. Defects Liability

1. Immediately upon delivery the Buyer shall inspect the delivered products verifying the quantity and the quality, and checking them for non-latent defects.
2. If after the inspection the Buyer has identified quantity discrepancies as compared to the delivery document, he shall make in the presence of the Seller’s representative an annotation on the said document and inform the Seller within 24 hours of the delivery of the same, in order to agree as to further steps.
3. The Buyer shall immediately notify the Seller, in writing, of any non-latent quality defects of the products, not later than within 30 days of the delivery of products or services. In order for the deadline to be met, the notification of defects in the products sold or the service provided should be sent by registered mail, fax or e-mail before the expiry of the 30 day period.
4. The products notified as defective should be available to the Seller in a non-processed form throughout the complaint period, until the complaint is handled, i.e. until the Seller sends information to the Buyer.
5. The Seller shall not be liable under statutory warranty if the Buyer was aware of the defect when he signed the agreement, placed the order, was supplied with the delivery document, and in other cases specified in the applicable provisions of law.
6. If defects specified in sec.3. have been identified, the Seller shall replace the products with products which are free from defects, or remove the defects. In such cases the products shall be replaced immediately, provided that products free from defects are available at the Seller’s warehouse. If not, the replacement shall take place within 3 months of the defects notification. If within the above specified period the products free from defects are not delivered, the Buyer shall be entitled to cancel the agreement in the part relating to the defective products.
7. The Buyer, who despite having identified the defects accepts the products, is entitled to request price reduction.
8. The Seller may reject a complaint if the products have been inappropriately used or processed by the Buyer.
9. If due to a physical defect the Buyer cancels the agreement for the execution of the Buyer’s order (or part of the order), or requests delivery of products free from defects to replace the defective ones, the Buyer shall not be entitled to send the products back without the prior consent of the Seller.
10. If the Buyer executes the rights under the statutory warranty for physical defects, the Seller’s liability for damage resulting form the defects is excluded pursuant to art. 558 of the Civil Code.
11. The rights under the statutory warranty shall expire after 12 months  from the date on which the products have been released to the Buyer, or as specified in separate arrangements with the Buyer.
12. The fact of questioning the quality and/or the quality of products shall not entitle the Buyer to suspend payment for the deliveries performed.
13. The Seller shall not be responsible for products used in a manner that does not comply with its intended purpose and technical parameters, products which have become defective as a result of execution and design faults of third persons, and as a result of non-compliance with the manufacturer’s recommendations and manual.

§ 11. Returning of Products

1. The products identified as defective by the Buyer and confirmed as such by the Seller shall be returned provided they have not been damaged or processed by the Buyer, and that they are identifiable as far as the parameters stated in the attests are concerned. In the case of products packed by the manufacturer they have to be in the original and non-damaged packaging.
2. The products shall be returned only following a written notification of the Seller and obtaining the Seller’s written confirmation / acceptance.
3. The products shall be returned on the basis of the documents concerning a given commercial transaction held by the Seller.

§ 12. Damages

1. The Buyer shall not be entitled to claims for damages concerning  the order execution, related to defects, if they are not due to wilful misperformance on the part of the Seller.
2. The instructions concerning further processing, installation and use of the products must be complied with. The Seller’s responsibility shall be excluded in the case the Buyer has failed to comply with the said instructions or has failed to meet the conditions for the admission to use or admission to circulation and general or use, or for  the admission to circulation and specific use, as specified by the provisions of law.

§ 13. Payment Terms and Conditions

1. Invoices issued by the Seller shall be payable only by transfer, without any deductions, by the date indicated on the invoice, counting from the date of issuing. Bank fees shall be incurred by the Buyer.
2. In the case of payment default the Seller shall be entitled to accrue statutory default interest, provided the Seller has not incurred higher costs.
3. In case of payment default by the Buyer, or any other actions of the Buyer to the detriment of the Seller, the Seller reserves the right to suspend deliveries or services until the circumstances affecting the execution of the agreed performance are eliminated.
4. In the event that products are ordered but not collected, the agreement is cancelled, or the Buyer otherwise fails to execute the agreement due to reasons attributable to the Buyer, the Seller shall be entitled to the stipulated damages in the amount of 20% of the gross value of the non-performed order.
5. In the event the Buyer cancels an order for products provided at the special request of the Buyer, the stipulated damages shall be equal to 100% of the gross value of the products. All downpayments paid by the Buyer on account of such an order shall be recognised towards the above said stipulated damages.
6. Deliveries performed at a special order require downpayment in the amount specified by the Seller.
7. The Seller reserves the right to claim damages in excess of the stipulated damages.

§ 14. Ownership

1. The Seller reserves the ownership of the products until the entire price is paid, unless the parties agree otherwise in writing.

§ 15. Governing Law, Place of Performance of Obligations, Court of Competent Jurisdiction

1. The legal relations with the Buyer shall governed exclusively by the provisions of the Polish law. All obligations hereunder shall be performed at the Seller’s premises.
2. Any disputes arising directly or indirectly hereunder shall be settled by a Polish court of having jurisdiction over the Seller’s seat.

§ 16. Other Provisions

1. The rights under sale agreement may not be assigned to any third party without the consent of the Seller.
2. Should any part of OWSD prove ineffective, the remaining provisions and the orders executed in pursuant to them shall remain in full force and effect. The parties shall agree on effective provisions to replace the ineffectual ones, and the new provisions shall reflect the contents and the intention of the ineffectual ones.
3. By accepting OWSD, the Buyer agrees for the Buyer’s personal data to be processed by the Seller for the purpose of order execution, and for marketing purposes connected with the Seller’s operations.
4. The Buyer shall have all rights granted pursuant to the provisions of the Act of 29 December 1997 on the Protection of Personal Data (Journal of Laws of 2002 No. 101, item 926 as amended), and in particular shall have the right to view own personal data.
5. Matters not provided for herein shall be governed by the provisions of the Civil Code and the Act of 12 June 2003 on Payment Periods in Commercial Transactions (Journal of Laws No. 139, item 1323).