I. General provisions.
1. These General Terms and Conditions of Sale and Provision of Services constitute general terms and conditions within the meaning of Article 384 of the Civil Code and are applied by Poltent Sp. z o.o. with its registered office in Wodzisław Śląski, Os. 1 Maja 16J entered in the Register of Entrepreneurs - National Court Register kept by the District Court in Gliwice, 10th Commercial Division of the National Court Register under KRS number: 0000234952, Tax Identification Number: 6472376000.
2. These general terms and conditions are an integral part of agreements concluded with Poltent Sp. z o.o. and are binding on both parties, unless a separate written agreement indicates otherwise.
3. These General Terms and Conditions of Sale and Provision of Services shall apply exclusively to agreements concluded by Poltent Sp. z o.o. with entrepreneurs who are not consumers within the meaning of Article 22(1) of the Civil Code.
4. The terms used in these GTCS shall mean:
a) POLTENT - Poltent Sp. z o.o. with its registered office in Wodzisław Śląski, Os. 1 Maja 16J entered in the Register of Entrepreneurs - National Court Register kept by the District Court in Gliwice, 10th Commercial Division of the National Court Register under KRS number: 0000234952, Tax Identification Number: 6472376000,
b) Customer - a counterparty, not being a consumer within the meaning of Article 22(1) of the Civil Code, purchasing products, goods or services from POLTENT.
c) Parties - POLTENT and the Customer,
d) General Terms and Conditions of Sale (hereinafter referred to as GTCS) - these General Terms and Conditions of Sale and Provision of Services of POLTENT,
e) Goods - products, goods sold by POLTENT,
f) Service - any service provided to the Customer by POLTENT in connection with the concluded sales agreement or provided on its own.
g) Carrier - a courier, transport or forwarding company through which POLTENT carries out the dispatch of products to the Customer.
5. The provisions of these GTCS may only be amended in writing (including by e-mail, fax) under pain of invalidity. The conclusion of a separate sales or service agreement shall exclude the application of these GTCS only to the extent regulated otherwise herein.
6. Any changes to the Agreement require POLTENT's written consent.
7. The Parties exclude the use of the Customer's model agreements (in particular general terms and conditions, model agreements, rules and regulations).
8. The information provided on the POLTENT website at www.poltent.pl and in catalogues, price lists and brochures does not constitute an offer within the meaning of the Civil Code, but merely an invitation to place orders.
9. Any information provided by POLTENT regarding the purpose and use of the goods offered by POLTENT shall not give rise to any claims whatsoever. POLTENT shall not be liable for the intended use and application of the purchased goods, in particular for any unsuitability of the goods for the Buyer's needs, including their use, processing or storage.
10. Goods of full value are not returnable.
II. Agreement conclusion.
1. The conclusion of the Agreement is effected by:
a) acceptance without reservation of the commercial offer made by POLTENT to the Customer within the time limit of the offer's validity,
b) POLTENT's placement of an order (offer) by the Customer and POLTENT's declaration of acceptance thereof.
2. Commercial offers made by POLTENT are made in writing and delivered to the Customer by post, fax, e-mail or in person and are binding for the period stated in the offer. The Customer accepts the offer as indicated.
3. The introduction by POLTENT of changes or additions to the submitted offer shall be deemed to be a new commercial offer, which shall invalidate all previously submitted offers. Acceptance of POLTENT's offer by the Customer, as well as the placement of an order by the Customer is tantamount to the Customer's consent to the application of the GTCS in its entirety and without any modifications.
4. The Customer places the order by post, e-mail or any other means agreed upon by the Parties.
5. The order should specify: Customer data, personal data of the person placing the order, description of the subject of the order (e.g. catalogue number of the product, quantity and type of the product, other details allowing for unambiguous identification of the ordered products), graphic visualisation of the product (specifying shape, size, colours, photos and texts with their location on the product), exact address of the place where the products are to be delivered, proposed delivery date.
6. The graphic visualisation of the product can be prepared by the Customer himself for POLTENT's approval or the visualisation is prepared by POLTENT in cooperation with the Customer at the quotation stage. The visualisation of a given product and its two corrections, made by POLTENT at the Customer's request, are free of charge and each subsequent correction is priced according to the complexity of the design before it is made. The Customer is obliged to pay for subsequent visualisation corrections even if the product is not ordered.
7. The order is binding on the Customer from the date of its placement. Once POLTENT has confirmed acceptance of the order or proceeded with its fulfilment, order cancellation is not possible.
8. POLTENT's binding completion date is set upon receipt of all necessary materials (photographs, texts, logos, etc.) from the Customer and receipt of an advance payment on account if required).
9. If POLTENT is unable to fulfil the order in accordance with the content of the Customer's order, POLTENT shall agree with the Customer the scope of the order to be fulfilled within 2 working days of receiving the order.
10. If, for reasons beyond POLTENT's control and concerning the Customer, POLTENT is unable to perform the Agreement in whole or in part, POLTENT may withdraw from the Agreement with the Customer in whole or in part. POLTENT shall not be liable for any resulting damage to the Customer.
11. In the event that an application is filed for the Customer's bankruptcy, composition proceedings are initiated or a decision is taken to liquidate the Customer, or the Customer actually ceases to conduct their business, POLTENT shall be entitled to withdraw from the Agreement, and any amounts received shall be set off against compensation for any resulting damage.
III. Price and payment terms.
1. The prices of goods in POLTENT's price lists are given in Polish zloty (PLN) or in a foreign currency.
2. The price of the goods stated in the price lists, the offer or the order confirmation is a net price to which value added tax must be added at the rates applicable on the day the VAT invoice is issued.
3. Where a price list, quotation or order confirmation contains prices in foreign currency:
a) the conversion into PLN contained in the offer or order confirmation is for information purposes only,
b) the Customer may receive a VAT invoice in foreign currency or in PLN. If the VAT invoice for an offer or order containing prices in a foreign currency is issued in PLN, the conversion of the prices in the offer or order into PLN is made according to the average exchange rate of the National Bank of Poland on the day preceding the date of issuing the invoice.
4. Payment must be made in the currency of the VAT sales invoice.
5. Payment shall be deemed to have been made on the date POLTENT's bank account is credited.
6. The Customer agrees that a VAT invoice will be sent electronically to the e-mail address indicated in the order. If the Customer does not indicate a different e-mail address, the e-mail address from which the order correspondence was conducted shall be deemed to be the correct one.
7. If POLTENT issues a corrective VAT invoice, the Customer undertakes to sign a copy of this invoice and return it to POLTENT.
8. In the event that the Customer delays payment of the whole or part of the amount due for the goods delivered or the service provided, POLTENT is entitled to charge the Customer statutory interest for delay in commercial transactions for the period from the due date of the monetary consideration until the date of payment.
9. In the event of a delay in payment of a receivable by more than 30 days, POLTENT:
a) shall refer the case to external debt collection, charging the Customer with its costs.
10. If the Customer is in delay with timely payment of any invoice issued to it, POLTENT has the right to suspend the performance of any sales or service agreements concluded (including with the delivery of goods to the Customer and performance of the service) until the Customer settles the outstanding amounts due, together with due statutory interest for delay in commercial transactions, to withdraw from such agreements and the right to refuse to accept further orders.
11. In the event of circumstances indicating a threat to the Customer's timely fulfilment of their obligations, POLTENT reserves the right to withhold deliveries of products and refuse to accept orders until adequate security for payment has been provided.
12. POLTENT has the right to freely dispose of receivables from the agreements concluded with the Customer, in particular to set off the payment against the longest outstanding debt or interest.
13. The Customer may only set off their claim against POLTENT's claim with POLTENT's consent in writing.
IV. Terms of delivery, issue and receipt of goods.
1. The date and place of performance of the Agreement will be agreed by the Parties in each case. The delivery dates stated in the confirmations are approximate. Deliveries may be made in instalments, each instalment to be invoiced separately by POLTENT.
2. The Parties agree that the cost of loading the goods for transport shall be borne by POLTENT, and the cost of unloading shall be borne by the Customer, irrespective of who bears the cost of transport. The Customer is responsible for the correct unloading of the goods.
3. The transport of the goods to the place indicated in the order is carried out by an external carrier. In this matter, the goods are released when the goods are entrusted to the carrier. The absence of information in the order on the Customer's choice of carrier shall be understood as an order for shipment via a carrier with which POLTENT has permanent cooperation.
4. POLTENT may deliver the goods to the Customer at the address indicated in the order on its own, after an authorised POLTENT employee has confirmed such a possibility. The risk of loss of or damage to the goods shall pass from POLTENT to the Customer upon delivery of the goods to their destination.
5. The goods are transported to the location indicated by the Customer in the order. In the event that the place of delivery is changed after the order has been placed, the costs resulting from such changes shall be borne by the Customer.
6. The Customer shall ensure, at the place and time of delivery, the presence of a person authorised to accept delivery on their behalf, whereby the refusal to accept the product or the absence of an authorised person shall not relieve the Customer of their obligation to pay for the goods and transport.
7. POLTENT shall not be liable for any damage to the goods in transport, in particular if the Customer has not complied with all formal requirements for the collection of the damaged shipment, has not made a record of the damage upon the collection of the goods and fails to notify POLTENT of this fact in accordance with Point IV(11).
8. If an order is placed and the goods are not collected or are collected at another time, resulting in additional costs charged by the carrier, the Customer shall bear any additional costs charged by the carrier (e.g. storage costs, redelivery costs).
9. POLTENT shall not be liable for failure to deliver the goods on time if:
a) the delay in delivery was caused by the carrier,
b) it is caused by POLTENT's withholding of the goods issue, referred to in point III sections 9-10 of these GTCS.
10. On receipt of the goods / consignment with the goods, the Customer undertakes to:
a) carefully examine its packaging for any visible damage in transit and to inspect the goods for quantity, quality and any detectable defects (e.g. dents and other mechanical damage) as well as for compliance with the specifications stated in the offer/order.
b) take all steps to establish the carrier's liability and to draw up an appropriate damage report noting any shortcomings or damage to the goods.
11. Signing the delivery note / consignment note delivered with the goods is tantamount to confirming that the contents of the consignment comply with the content of the picking list delivered with the goods, and thus confirming the correctness of POLTENT's fulfilment of the service
12. The Customer may not exempt themselves from the obligations referred to in section 11 and from the consequences of failing to comply with them by invoking accepted trading and acceptance practices. The Customer may, at their own risk, refrain from making the inspection referred to in section 11, but is obliged to sign the delivery note / consignment note.
13. In the event of deliveries that would be impossible or too time-consuming to check in the presence of the courier/supplier, the Customer shall be obliged to carefully examine the goods and notify POLTENT of any quantitative shortages immediately, but no later than on the day following the day of acceptance of the delivery.
14. If the Customer processes the goods in any way whatsoever, POLTENT shall be released from liability for any non-conformity of the goods received with the order or the order confirmation.
15. The lack of suitability of the goods for the Buyer's needs does not constitute a lack of quality of the goods.
16. The Buyer's entitlement to make claims for quality defects in the goods delivered shall expire 14 days after their discovery.
17. Notification of deficiencies in the quality of the goods and the waiting time for POLTENT to consider the notification shall not be grounds for deferring the payment deadline for the goods and shall not release the Customer from the obligation to pay.
V. Warranty, guarantee
1. The warranty for the equipment sold by POLTENT may be provided to the Customer by POLTENT on the terms and conditions specified in detail in the warranty card enclosed with the goods or placed on POLTENT's website at www.poltent.pl.
2. POLTENT is exempt from liability under the warranty if the Customer was aware of the defect in the goods at the time of delivery.
3. With regard to agreements concluded on the basis of these GTCS, the guarantee specified in the provisions of the Civil Code is excluded. However, the exclusion of POLTENT's liability under guarantee does not apply to agreements concluded after 1 January 2021 by POLTENT with a natural person who concludes the Agreement directly related to their business activity, when it follows from the content of such an Agreement that it does not have a professional character for that person, resulting in particular from the subject matter of their business activity made available on the basis of the provisions on the Central Register and Information on Business Activity (Article 556(4) of the Civil Code).
4. POLTENT has the right to withhold performance of warranty activities until the Customer has settled outstanding payments to POLTENT.
5. The consumer provisions of Chapter 4 of the Consumer Rights Act of 30 May 2014 shall apply to agreements concluded after 1 January 2021 by POLTENT with a natural person who concludes the Agreement directly related to their business activity, when it follows from the content of the agreement that it does not have a professional character for that person, resulting in particular from the subject matter of their business activity made available on the basis of the provisions on the Central Register and Information on Business Activity. Such a Customer has the right to withdraw from the Agreement concluded with POLTENT at a distance or off-premises. A declaration to this effect must be made within 14 days of the Customer or any other third party designated by the Customer taking possession of the subject matter of the Agreement, in accordance with the principles described in the Consumer Rights Act of 30 May 2014.
VI. Force majeure, liability.
1. POLTENT shall not be liable for non-performance or inadequate performance of its obligations if the non-performance or inadequate performance is due to circumstances caused by force majeure.
2. The Customer undertakes to exclude POLTENT from all possible matters relating to claims by third parties for infringement of their rights.
3. POLTENT is not responsible for the content of printouts ordered and approved by the Customer.
4. POLTENT's liability for damage caused to the Customer (irrespective of the legal grounds) is limited to the value of the order or the value of the service to which the claim relates.
5. POLTENT shall only be liable for the actual loss; it shall not be liable for the benefits that the Customer could have achieved if the damage had not been sustained (lost profits).
VII. Final provisions.
1. All studies and documents received by the Customer in connection with the placing of orders or the sale of products are confidential. The Customer may only use them for their own purposes, may not make them available to third parties and is obliged to protect them from access by third parties.
2. The Customer agrees to the use of photographs of products produced for them by POLTENT for marketing and information purposes and as samples of POLTENT's technical capabilities.
3. All declarations exchanged between the parties for the purpose of concluding or amending the Agreement shall, on pain of nullity, be delivered to the other party in writing by post, fax, e-mail or in person.
4. In matters not covered by these GTCS, the provisions of the Civil Code shall apply.
5. Should an individual provision of these GTCS prove to be contrary to applicable law or be declared invalid or ineffective by a decision of a competent court, this shall not affect the validity and effectiveness of the remaining provisions. In such an event, the Parties undertake to amend the provision accordingly with the prior intention of the Parties.
6. The court competent to settle any disputes shall be the common court having jurisdiction over POLTENT's registered office.
7. These General Terms of Sale shall enter into force on 30.12.2020.