General Terms and Conditions of Sale (GTCS)

General Terms and Conditions of Sale (GTCS) of the Department of Domestic or International Trade of Agricultural and Municipal Machines of Pronar sp. z o. o.

 

§1. General arrangements

  1. These General Terms and Conditions of Sale, hereinafter referred to as “GTCS” in short form, apply to all deliveries of goods offered by the Department of Domestic or International Trade of Agricultural or Municipal Machines Pronar Sp. z o.o., ul. Mickiewicza 101A, 17-210 Narew, Poland, registered at the District Court in Białystok, XII Commercial Division of the National Court Register under No. 0000139188; NIP 543-02-00-939, REGON P-008002850, share capital in the amount of PLN 51,000.00 covered in full, hereinafter referred to as: “Supplier”. The provisions of these GTS shall not apply if the Buyer is a natural person who purchases goods for purposes unrelated to its business or professional activity.
  2. All legal persons or natural persons purchasing goods on the Supplier’s offer are hereinafter referred to as: “Buyer”.
  3. All goods purchased from the Supplier are ordered under the conditions specified in these GTCS, unless the Supplier and the Buyer decide differently in the contract of delivery of goods between them or in a separate provision, concluded in writing under pain of nullity.
  4. The GTCS constitute an integral part of every order placed by the Buyer with the Supplier and are valid throughout the duration of commercial cooperation. The Buyer or a person authorized to act on his behalf when placing an order certifies that the General Terms and Conditions of Sale are known and accepted. The fulfillment of the above is an indispensable condition of commercial cooperation.
  5. The Buyer, before submitting the first order, must provide copies (confirmed with the original by a person authorized to represent the Buyer) of their current registration documents. The Buyer is obliged to provide the bank account number.

 

§2. Information about the goods

  1. All technical information about the goods resulting from, for example, catalogs, drawings of prospectuses and other advertising materials presented by the Supplier are approximate data and may change, unless they are clearly marked as valid.
  2. The Buyer is required to know the technical parameters of the ordered goods.
  3. The Supplier reserves the right to introduce construction changes.
  4. The Supplier reserves the right to suspend shipment without prior notice when the Buyer fails to meet his financial obligations regarding previous deliveries.
  5. The Buyer is required to make a qualitative acceptance, i.e. compliance of the quantity and range and evaluation of the aesthetics and technical condition with regard to defects possible to detect without necessity to conduct operational tests within 3 days from the date of delivery. After this period, the Supplier will not accept claims regarding the aforementioned qualitative acceptance.
  6. If the Buyer suspects defects of the goods caused by transport, is obliged to prepare a report with a representative of the transport company and send it to the Supplier within 3 days from the date of delivery.
  7. The Buyer is obliged to carry out a full inspection of the machine’s condition within 5 days of delivery. After this period, the Supplier will not accept claims regarding the aforementioned qualitative acceptance.

§3. Price list & prices

  1. The prices of goods offered by the Supplier are included in the price list available in the Department of Domestic or International Trade of Agricultural and Municipal Machines.
  2. All prices given in the price list are net prices (excluding VAT).
  3. The Supplier reserves the right to correct the price list in terms of assortment and prices, the validity of which is verified by the date of its determination.
  4. When the new price list enters into force, the previously applicable price list expires.
  5. The prices given in the price list cover the standard method of packing products. Each Buyer’s order for a non-standard packaging will result in additional costs for the Buyer.
  6. Prices concerning the general offer of goods and services of the Supplier are non-binding and may change.
  7. Additional trade discounts and rebates given by the Supplier require individual negotiations and confirmation in writing.
  8. The final price of the goods and payment terms are determined individually for each order by negotiation, and the price is increased by VAT in the case of domestic sales in accordance with the applicable regulations in Poland. Unless agreed otherwise, the payment terms included in the order confirmation shall apply.
  9. Unless agreed otherwise, the ex-Supplier’s warehouse prices in Narew are valid.
  10. The Supplier reserves the right to change the price indicated in the order confirmation in the event of a change in customs duties affecting the cost of the contract.

§4. Orders

  1. The Supplier performs deliveries of goods that are in its production and commercial offer to the Buyer on the basis of orders placed by the Buyer in writing and confirmed by the Supplier.
  2. In order to execute orders, the Buyer will submit written orders with the Supplier.
  3. The Supplier confirms in writing the acceptance of the order. Written confirmation of order acceptance by the Supplier, delivered by mail, fax or in electronic form to the Buyer, is tantamount to the conclusion of a delivery contract by the parties.
  4. The written confirmation of the order contains:
    1. name of the goods along with additional technical parameters,
    2. amount
    3. net unit price,
    4. date of order fulfillment,
    5. payment method, payment date,
    6. discount rate in percent, if it has been applied,
    7. delivery conditions (method, place of delivery, payer of transport costs and possible insurance),
    8. first and last name of the person responsible for the case
  5. Confirmation of the order acceptance, if it does not require additional arrangements between the parties, is issued within 7 working days from the date of receipt of the order.
  6. Confirmation of the order by the Supplier, subject to changes or additions not altering the essence of the content of the order, is deemed to be accepted taking into account the reservations contained in the confirmation.
  7. It is not allowed to assign rights resulting from the order placed to third parties without the Supplier’s written consent.
  8. After informing the Buyer, the Supplier reserves the right to refrain from order fulfillment – if he makes a reasonable assumption that the Buyer will not pay the entire price on the agreed date, in particular if such assumption is justified by the condition of the Buyer’s property.
  9. The Buyer shall bear the costs of resigning from ordering goods from the Supplier in the event if the acceptance of order has been confirmed by the Supplier.
  10. The Supplier reserves the right to unilaterally change the agreed delivery dates, in particular in case of:
    1. force majeure understood as: strike, war, epidemic, lockout, difficulties in energy or materials supply, decisions of administrative or self-government authorities, fire, flood and other natural disasters,
    2. a break or delay in the supply of raw materials, energy, components from sub-suppliers and other unforeseeable events beyond the Supplier’s control.
    3. breakdowns, transport and customs delays, transport damages, including roadblocks, time constraints in road transport of truck transport.
  11. The occurrence of the aforementioned circumstances results in postponing or suspending the order completion date (about which the Supplier immediately notifies the Buyer in writing) and releases the Supplier from responsibility for changing the delivery dates. In justified cases, the Supplier is also entitled to withdraw from the contract or its part.
  12. The delivery date is considered met if, at the time of its expiry, the product left the Supplier’s plant or its willingness to dispatch was notified.
  13. If the shipment is delayed due to the fault of the Buyer – then, after one month from the readiness of the goods to be shipped, the Supplier may charge components amounting to 2% of the order sum for each commenced week, unless higher costs have been documented.

 

§5. Payment terms

  1. The payment for the received goods will take place after the invoice has been issued on terms as set out in the order confirmation. The payment period in each case is determined in days and counted from the date of issuing the invoice.
  2. The date of performance by the Buyer is the date of receipt of the payment on the Supplier’s bank account provided on the order confirmation or invoice.
  3. The ownership of the goods shall pass to the Buyer after the date of receipt of the funds on the Supplier’s bank account.
  4. Until the time limits expire or the events referred to in par. 2 of this section, the good is the property of the Supplier and may be picked up by the Supplier if the Buyer is in arrears with the payment of the amount due, despite a written request for payment within an additional period being set.
  5. In case of sale against prepayment, the Supplier will issue a “pro-forma invoice”, which will determine the amount of prepayment necessary to perform the contract.
  6. In the event of a delay in payment, the Supplier may charge default interest in the statutory amount starting with the date on which the payment deadline specified in the invoice has expired.
  7. Payment delay on the Buyer’s side results in immediate payment maturity without deduction of all open receivables, including other deliveries and services, even if they have been postponed.
  8. In the event of an outstanding payment of a specific Buyer, the Supplier reserves the right to choose what arrears will be covered with the funds inflowing to his account from a given Buyer.
  9. In case of payment arrears, which go beyond the agreed payment date, the Supplier will stop sending the goods until the Buyer has settled the arrears.
  10. The Buyer has no right to withhold any payment for any goods delivered by the Supplier or make deductions without the consent of the Supplier expressed in writing.
  11. The Supplier reserves the right to insure its receivables due from the Buyer for the sale of goods at an Insurance Company of its choice. In this case, the Buyer will be entitled to a trade limit up to the insurance limit.

 

§6. Warranty and product complains

  1. The warranty granted by the Supplier for a given product is only valid for the Buyer as indicated in the invoice issued by the Supplier.
  2. Warranty period and conditions are in accordance with the Warranty Card of the product.
  3. The Buyer is obliged to comply with the standards and conditions set by the Supplier regarding the goods sold, with particular reference to operating standards.
  4. If the goods are used contrary to the conditions specified by the Supplier, the rights under the warranty will be canceled.
  5. Responsibility of the Supplier towards the Buyer under the warranty for physical defects of the goods is excluded.
  6. The Supplier is released from all liability under the warranty and guarantee, if the Buyer knew about the defect at the time of conclusion of the contract, placing the order, presenting the offer to him, delivering the Order Confirmation document or the Goods Release Certificate – Delivery Note.
  7. The Supplier is liable for damage to the goods themselves; he is not liable for lost benefits or other property damage to the Buyer, including those related to, for example, hiring replacement equipment.
  8. The Buyer loses the rights arising from these warranties in the event of:
    1. any repair made of his own or alteration of the purchased goods.
    2. exceeding the technical parameters given in catalog cards.
    3. elimination of identification markings.
    4. storing goods in improper conditions.
    5. use of the product contrary to its intended use, and the Service Manual.
    6. breach of obligations arising for the Buyer from this warranty.
    7. expiration of the warranty period.
  9. The Buyer is obliged to report defective goods in writing within 7 days of delivery or disclosure during operation. When reporting the defectiveness of the goods, the Buyer is obliged to: provide the product catalog number, order number, delivery date, describe and additionally submit photographic documentation of the defect.
  10. All complaints should be reported to the Supplier under the following address:
      • E-mail: reklamacje@pronar.pl
      • Fax: +48 85 681 63 83 with annotation: „Complaint”
      • Post: Pronar spółka z o.o. 17-210 Narew ul. Mickiewicza 101A with annotation: „Complaint”
  11. Lack of completeness of the complaint notification entitles the Supplier to not recognize the complaint.
  12. Exceeding the deadline for reporting the defect authorizes the Supplier to withdraw the warranty rights.
  13. If the photographic documentation sent by the Buyer is insufficient for the Supplier to take proper complaint actions, the Supplier shall notify the Buyer of this fact within 5 business days from the day of submitting the complaint to the Supplier. In such case, the Buyer undertakes to provide the Supplier, not later than within 30 days from the date of obtaining information from the Supplier in this regard, any defective goods or parts thereof.
  14. In the event that the Supplier applies to the Buyer for supplementing in the matter of the information reported, the time of completion shall be extended by the waiting time for supplementation by the Buyer.
  15. Within 30 days from the date of receipt of a complete complaint notification from the Buyer, the Supplier shall decide on the method of processing the complaint and informs the Buyer via electronic courier.
  16. If the complaint turns out to be unfounded, the Supplier will issue an invoice to the Buyer charging him with reasonable costs incurred by the Supplier.

§7. Limitation of liability

  1. The Supplier is not liable for any indirect or consequential damages.
  2. The total maximum liability of the Supplier with regard to claims and obligations of any title, including liability for indirect or direct damages, regardless of whether they have been covered by insurance or not, will not exceed the equivalent of the price of the goods in respect of which these claims will be made.
  3. Buyer’s claims for damages regarding the execution of his order are excluded, resulting from defects, damages caused as a result of taking actions prohibited by the Buyer.
  4. The Supplier shall not be liable for losses or damages caused as a result of repairs made by any other service than the Supplier or caused by the use of non-original parts.
  5. The Seller shall not be liable for non-performance or improper performance of its obligations if non-performance or improper performance results from circumstances caused by force majeure. By force majeure, the Parties understand circumstances independent of the Seller, in particular fires, floods and other natural disasters, wars, strikes, riots, demonstrations, epidemics, embargo, interruptions or delays in the supply of raw materials, energy and components, and other unforeseen disruptions, in particular shortening working time in factories of producers of products sold by the Seller or their subcontractors, breaks at work, circumstances on the side of carriers, decisions of public administration bodies, changes in law, other similar circumstances.

 

§8. Applicable law, place of performance of obligations, judicial competence

  1. Any disputes that may arise between the Parties in connection with the performance of the contract concluded under the order, the terms of which describe the provisions of these GTCS, shall be settled as much as possible amicably and, as a last resort, in court.
  2. Legal relations of the Supplier with the Buyer resulting from these GTCS are governed exclusively by Polish law. In matters not covered by the provisions of these GTCS, the relevant provisions of the Polish Civil Code and other acts shall apply. The application of the United Nations Convention on Contracts for the International Sale of Goods, signed in Vienna on April 11, 1980, shall be excluded in its entirety.
  3. In the event of disputes arising from these GTCS and the contract concluded within the framework of its provisions, the court competent for their acquisition is the Court of the place where the Supplier has its registered office.

§9. Final provisions

  1. In the event of exclusion of any of the provisions of the GTCS, based on a separate contract specified in § 1 (3), the remaining provisions of the GTCS shall remain fully valid and legally binding.
  2. In case of legal ineffectiveness or invalidity of individual provisions of the GTCS, the remaining provisions and the orders executed on their basis shall remain in force. In such case, the Parties shall agree upon an effective provision to replace the ineffective provision, taking into account that it shall reflect its meaning and intention as faithfully as possible.
  3. The Supplier reserves the right to amend the GTCS with a 1 month deadline for their introduction. The provisions of the GTCS, prior to their possible change, apply until the obligations arising from the contracts concluded during the GTCS period before their amendment are fully met.
  4. The current GTCS are always available at the Supplier’s premises and on the publicly available website www.pronar.pl
  5. These GTCS shall enter into force on May 1st, 2018.

 

Narew, April 25th, 2018

Management of PRONAR sp. z o.o. with its seat in Narew