General Sales Conditions
General terms and conditions of sale of GEZE POLSKA Sp. z o.o. valid from 27.03.2020
(This version voids the previously valid GEZE GSC)
1. General Provisions
The General Sales Conditions of Goods (hereinafter referred to as "GSC") of GEZE Polska Sp. z o.o. with its seat in Warsaw (03-228) at Marywilska St. 24, entered into the Register of Entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw, 14th Commercial Division of the National Court Register under KRS number 0000131822, NIP 1181295292, REGON 012855399, hereinafter referred to as "GEZE", shall form an integral part of each sales contract entered into by GEZE with the Buyer, unless the Parties in writing agree otherwise.
2.1 GEZE confirms and informs that the GEZE sales offer is exclusively addressed to businesses, which means that the sale of the goods indicated in sale offers and price lists is not made to consumers.
2.2 The GEZE offer is the basis for placing an order.
2.3 In the absence of an offer, the current GEZE price lists shall be the basis for an order.
2.4 GEZE offers are valid in Poland.
2.5 The GEZE offer does not constitute an offer within the meaning of the Civil Code of 23 April 1964. ( C. T. Journal of Laws of 2020, item 1740, 2330 as amended).
3. Order and Order Confirmation
3.1 In order to conclude a sales contract it is necessary for the Buyer to each time place a complete order. A complete order must be made on the company-headed paper and thus contain:
3.1.1 full name and address of the Ordering Party together with NIP number and KRS number, or an indication that the Ordering Party acts on the basis of an entry in the Central Register and Information on Business Activity - CEIDG;
3.1.2 the name, surname and function of the person placing the Order;
3.1.3 precise name of the ordered goods together with the GEZE identification number, the quantity of the ordered goods in the appropriate units of measurement for the ordered product type and the method of reception of the goods;
3.2 After accepting the Order for processing, GEZE confirms acceptance of the Order. The GEZE Logistics Department shall send the order confirmation, including quantities, type, prices and approximate delivery times, by email, fax, or any other method agreed with GEZE, to the address of the Buyer indicated in the order.
3.3 No additional declaration of acceptance shall be required from GEZE, if the order is not accepted for processing. Not accepting the order for processing does not infringe the provisions of other agreements concluded by GEZE with the Buyer.
4. Price and Payments
4.1 The price of the goods is indicated in the GEZE trade offer forwarded to the Buyer or in the official GEZE price list. Obvious mistakes, printing, machine and accounting errors are not binding on GEZE and may not give rise to any claims on the part of the Customer.
4.2 The total value of orders placed and not settled by the Buyer shall determine the limit of the amount due to the Buyer, if such limit has been set by GEZE.
4.3 GEZE reserves the right to refrain from processing further orders, including confirmed orders, if the Buyer has not paid for other orders within the agreed time limit, until all due amounts have been paid.
4.4 In the event of justifiable doubt as to the risk of non-payment for the orders by the Buyer, GEZE reserves the right to demand immediate payment of all obligations irrespective of the agreed payment period, including the right to withdraw from the concluded contract/order.
4.5 If the price of the equipment is stated in EURO in the offer or price list, the price shall be paid in PLN at the average NBP PLN/EUR exchange rate on the last working day preceding the invoice date.
4.6 For late payment, the Customer shall pay statutory interest in accordance with the debit note issued by GEZE.
5. Execution of the Contract, Derlivery Terms
5.1 The execution of the sales contract consists of making the goods available for collection from the GEZE warehouse (EXW) or delivery of the goods by GEZE (CIP) and payment by the Customer in accordance with the agreed conditions.
5.2 The expected delivery date specified by GEZE in the order confirmation is only a date which is reasonably predicted by GEZE. A change in the delivery date cannot therefore be construed as improper performance of the contract. GEZE shall endeavour to inform the Buyer of any change in the scheduled delivery time.
5.3 The goods can only be picked up from the warehouse (EXW) by a person authorised by the Buyer; in the case of a courier service, the goods shall be sent to the clearly indicated shipping address in the order and the person authorised to confirm receipt of the goods at destination. In case of any doubts, the person who confirms receipt of the goods at the destination of their delivery shall be deemed to be authorised to receive them on behalf of the Buyer.
5.4 Upon the occurrence of an event of force majeure, the Seller shall be entitled to extend the term of delivery by the duration of the respective event.
5.5 The Buyer does not have a right to withdraw from the contract or otherwise rescind the contract in the event of an order which it considers erroneous.
5.6 GEZE shall not accept returns of the purchased goods. In exceptional cases, GEZE shall allow for the possibility of re-purchasing the goods for 80% of the purchase price, provided that this option only applies to goods offered by GEZE as a part of its product range at the time the Buyer requests the re-purchase of the goods, which are of full value, unused and in their original packaging.
6. Risk of Accidental Loss or Damage
The risk of accidental loss or damage shall be transferred to the Buyer upon receipt of the goods. In the event of delayed receipt of the goods, the Buyer may have to pay the storage costs incurred by GEZE.
7. Property Rights Disclaimer
GEZE retain the title to all the products and goods supplied under the contract until they are fully paid for. The right of ownership and the associated right to demand the release of the respective products does not preclude GEZE from asserting claims for damages and/or lost profits.
8. Guarantee, Liability of GEZE
8.1 Each device sold is covered by the warranty provided by its manufacturer. If the device is not accompanied by a warranty card, the warranty period is 12 months and starts from the date of sale.
8.2 The liability of GEZE under the warranty is excluded.
8.3 The entity authorised by the guarantor to fulfil claims under the warranty is GEZE.
8.4 The terms and conditions, in particular the warranty period and the GEZE reservation as to how the defect is to be rectified under the warranty shall be stated in the warranty card or in the cooperation agreement (offer).
8.5 In the event of damage resulting from non-performance and/or improper performance of the sales contract, the liability of GEZE for lost profits is excluded. The upper limit for damages for failure to perform and/or improper performance of the sales contract shall be the sales price of the unit. GEZE shall not be liable for contractual penalties and damages paid by the Buyer.
All disputes which may arise from the sales contract shall be resolved by the general court with jurisdiction over the registered office of GEZE.
10. Holding Clause
GEZE shall not be obliged to deliver the products or fulfil other contractual obligations even in the event of an order confirmation if such delivery or fulfilment would violate the applicable trade control regulations for Poland, the European Union, the United States or other countries.