The General Terms and Conditions of Sale (hereinafter referred to as “ GTS ”) define the rights and obligations of the parties to any sales or delivery contracts in which the seller or supplier is a company under the name Techniart Spółka z ograniczoną odpowiedzialnością with its registered office in Nowa Bukówka (hereinafter referred to as “ Techniart ”), and the buyer or recipient is the entity ordering the goods manufactured by Techniart as part of its business activity (hereinafter referred to as the “ Buyer ”).
The GTCS apply to all contracts referred to in sec. 1, and in the event that the parties agree their rights and obligations in a written contract or in any other special form, the provisions of such a contract shall apply first, and the provisions of these GTS only to the extent not regulated in this contract.
Subject to paragraph 2, the terms of the contracts referred to in para. 1, are shaped by these GTS and the relevant legal regulations. In particular, these contracts are not subject to any contract templates used by the Buyer or other persons. It is not possible to conclude a contract on the terms specified in Art. 68 1 1 or article. 385 4 § 1 of the Civil Code.
The buyer is obliged to read the provisions of these GTS even before finally agreeing on all essential elements of the contract, and at the latest at the time of signing the contract (if it was made in writing or other special form) or placing an order in any form (written, electronic or oral) . The GTCS are publicly available on Techniart’s website at techniart.pl and at Techniart’s headquarters.
The GTCS also regulate the rules for concluding contracts specified in sec. 1.
In the event that Techniart submits an offer to a third party to conclude the contract referred to in paragraph 1, these GTS constitute an integral element of this offer, which should be announced in the content of the offer.
Acceptance by the Buyer of the GCS for one transaction, in the event of no explicit reservation being made, means acceptance of the application of GCS in all other contracts between the parties, including the procedure for concluding these other contracts.
Techniart may change these GTS at any time. Any changes to the GCS come into force on the day of public disclosure on the Techniart website at techniart.plof the revised version of the GCS and apply to orders placed after that date.
Unless otherwise stipulated, whenever these GTS refer to a “contract”, it means the contract specified in section 1.
Unless otherwise stipulated, whenever these GTS refer to “goods” or “goods”, this means the goods manufactured by Techniart as part of its business activities, which are the subject of the contract referred to in paragraph 1.
§ 2. Prices
Information, advertisements, price lists or other announcements about products from Techniart’s commercial offer are for information purposes only and do not constitute an offer within the meaning of the Civil Code.
The prices specified in the price lists published or sent by Techniart or otherwise provided to the Buyer are binding until a new price list is issued. The new prices apply to orders placed after the date of issuing the new price list. To the prices given in the price lists, tax on goods and services is added, calculated in accordance with applicable regulations. If the prices are given in a foreign currency, the Buyer is obliged to pay their equivalent in Polish zlotys, calculated according to the average exchange rate of a given foreign currency, announced by the National Bank of Poland on the date of issuing the invoice. The conversion can also be made by Techniart by issuing an invoice.
Techniart stipulates that the prices specified in the price lists do not include transport costs.
Techniart reserves the right to change prices at any time.
§ 3. Orders
Subject to paragraph 6 and 7, the condition for the conclusion of the contract is at least the submission of an order by the Buyer and confirmation of acceptance in writing or in another documentary form by Techniart. The contract is concluded upon confirmation of the order by Techniart. The contract is considered concluded at the headquarters of Techniart.
A correctly placed order is an order submitted in writing or in another documentary form by a person (persons) authorized (authorized) to represent the Buyer or by a properly authorized representative (s) of the Buyer.
The Buyer is obliged to attach the following documents and information to the first order:
legal person: current excerpt from the relevant court register, certificate of NIP and REGON numbers;
partnerships of the Commercial Companies Code: current excerpt from the register of entrepreneurs of the National Court Register, certificate with the NIP and REGON numbers;
civil partnership: current extracts from the Central Register and Information on Economic Activity of each partner, certificate of the NIP and REGON number of the company and its partners;
a natural person who is an entrepreneur: a current excerpt from the Central Register and Information on Economic Activity, a certificate with the NIP and REGON number.
Techniart accepts orders for goods from Monday to Friday from 8:00 to 16:00 (excluding public holidays). Orders placed after 12:00 are considered to be placed on the next working day (a working day is any day other than Saturday or a statutory holiday).
Cancellations or changes to the order may only take place on the day of placing the order by 12:00, and in the case of orders placed after 12:00, until 8:00 am on the following day.
The provisions of this § 3 do not exclude the application of Art. 69 of the Civil Code, if the Buyer’s offer is in accordance with these GTS.
§ 4. Delivery of goods
The goods being the subject of the contract may only be released to the Buyer’s representative who has a written authorization to collect the goods, issued and signed by a person authorized to represent the Buyer or a properly authorized representative of the Buyer. Techniart’s representative is entitled to present the Buyer’s representative in order to verify his identity and authorize him to collect the goods. In the event that the above-mentioned the representative has already received the goods on behalf of the Buyer, it is assumed that he has the authorization to collect each subsequent batch of goods, also from another transaction, unless Techniart, in writing, under pain of nullity, is informed by the Buyer about the withdrawal of the relevant authorization.
The goods are collected by the Buyer with their own transport, unless the parties agree otherwise in the contract. Upon receipt of the goods, the Buyer bears the risk of accidental loss or damage to the goods. The goods are collected from the place indicated by Techniart within the time specified by Techniart.
In the event that Techniart provides the transport of the ordered goods, its delivery takes place at the place indicated by the Buyer within the time limit specified by Techniart, while the unloading activities are provided by the Buyer at his own expense and risk and is responsible for them. Subject to Art. 544 § 1 of the Civil Code, upon the commencement of unloading, the risk of accidental loss or damage to the entire goods is transferred to the Buyer. Before the commencement of unloading, the Buyer should sign the relevant acceptance documents, which is a condition for the delivery of the subject of the contract.
The person collecting the goods on behalf of the Buyer is obliged to check the correctness and completeness of the loading of the goods, collect a set of documents related to the transport, as well as know and apply the provisions governing the conditions of transport of goods covered by ADR classification.
In the event of the Buyer’s delay in collecting the goods, Techniart may return the goods for storage (or the goods themselves) at the Buyer’s expense and risk.
Techniart is not obliged to notify the Buyer about the preparation of the production of the goods being the subject of the contract, nor about the commencement of such production.
§ 5. Transport, delivery dates
If the Buyer provides the vehicle on a date (day, time) inconsistent with the order confirmation, it may be necessary to stop. The cost of parking is covered by the Buyer, but Techniart is not obliged to enable or facilitate the parking, in particular is not obliged to provide a parking space.
In the event that Techniart provides transport, the carrier has the right to refuse to travel to the place of unloading, if there is a risk of damage to the goods, means of transport or damage to the surroundings. In such a situation, the carrier may accept a written declaration from the Buyer that the Buyer takes full legal and material liability for any damage to the carrier, for damage to the transported goods or for damage to the surroundings caused by the carrier. If the carrier does not accept such a declaration, or if the Buyer refuses to submit it, the goods shall be deemed to have been delivered to the indicated place in due time.
In the event that Techniart provides transport and the Buyer does not start to collect the goods at the place and time specified by Techniart, all costs arising therefrom, including in particular the costs of stoppage, transport or re-transport, shall be borne by the Buyer.
If the inability to perform the service by Techniart was due to force majeure, the Buyer shall not be entitled to any claims for compensation for the damage resulting from non-performance or improper performance of the contract. The events referred to as force majeure include, inter alia, disruptions in the operation of the production plant not attributable to Techniart, restrictions caused by government orders, natural disasters, strikes, roadblocks, etc.
§ 6. Payment terms
The buyer is obliged to pay the price within the time limit specified in the contract or on the invoice (in the event of discrepancies, the deadline specified in the contract shall prevail), and in the event of failure to specify the payment date in the above-mentioned way, within 14 (fourteen) days from the date of invoice.
Techniart issues an invoice for the concluded transaction on the planned date of receipt of the goods. The buyer is obliged to make the payment by bank transfer to the bank account specified in the relevant invoice. The Buyer authorizes Techniart to issue invoices without the Buyer’s signature.
If the goods are delivered in returnable packaging, the Buyer will be charged with the costs of returnable packaging.
If the Buyer’s order covers a small amount of goods, Techniart may add to the price a fee for the preparation and packaging of the goods. The Buyer will be informed about the fee and its amount when placing the order or in the order confirmation.
The date of payment is the date when the relevant amount of money is credited to Techniart’s bank account.
Filing a complaint regarding the quantity or quality of the received goods only entitles the holder to refrain from paying for goods that have not been delivered or whose quality has been reasonably questioned.
The Buyer shall not be entitled to set off any claims he is entitled to against Techniart from Techniart’s claims for the payment of the price for the goods ordered by the Buyer or from other money claims of Techniart arising from or related to the contract.
The Buyer may not assign or in any way encumber any third party with his claims against Techniart, arising from or related to the contract, unless he obtains a written consent from Techniart (otherwise null and void).
§ 7. Trade credit, contract performance security
On the basis of the Buyer’s application for a trade credit, Techniart, at its discretion, may determine the amount of the trade credit granted to the Buyer and the form of security for the credit. The trade credit is granted when the Buyer establishes the last of the securities required by Techniart. The type of collateral provided affects the amount of the granted trade credit limit. When considering an application for a trade credit, Techniart has the right to require the Buyer to present documents confirming its current financial situation. The procedure for granting a trade credit is applied accordingly if the Buyer submits an application for increasing the trade credit limit. Techniart treats any information obtained as confidential.
Techniart has the right to change the amount of the trade credit granted to the Buyer and the payment date indicated on subsequent invoices based on the current analysis of the turnover with the Buyer and the course of mutual cooperation.
Techniart has the right to make the release of the goods dependent on the payment by the Buyer of the amount specified by Techniart as an advance payment for the goods purchased.
In cases where, between the conclusion of the contract and the delivery of the goods, Techniart has a justified doubt as to the Buyer’s ability to pay the full price for the goods purchased within the deadline, Techniart has the right to make the delivery of the goods subject to payment of a specific part or the entire price before the payment date specified in the invoice, and even before the goods are released.
If the deliveries of goods under one contract are made to the Buyer successively, Techniart may exercise the rights provided for in paragraph 5 and 6 also with regard to individual, not yet completed parts of the deliveries.
§ 8. Warranty and guarantee as well as liability for damage
Techniart pursuant to Art. 558 § 1 of the Civil Code completely excludes liability to customers due to physical and legal defects (warranty).
Techniart is liable to the Consumer under the terms of Art. 556 of the Civil Code and subsequent obstacles (warranty).
In the case of a contract with a Consumer, if a physical defect was found within one year from the date of delivery of the item, it is assumed that it existed at the time the danger passed on to the Consumer.
When stating a defect, the Consumer should immediately make a photographic documentation of the sold item.
If the item sold has a defect, the Consumer may:
submit a statement requesting a price reduction;
make a declaration of withdrawal from the contract;
unless Techniart immediately and without undue inconvenience to the Consumer replaced the defective item with a defect-free one or removes the defect. However, if the item has already been replaced or repaired by Techniart or Techniartnie has satisfied the obligation to replace the item with a non-defective one or remove the defect, it is not entitled to replace the item or remove the defect.
The consumer may, instead of the removal of the defect proposed by Techniart, request the replacement of the item with a non-defective one, or instead of replacing the item, demand that the defect be removed, unless it is impossible to bring the item into compliance with the contract in the manner chosen by the Consumer or would require excessive costs compared to the method proposed by Techniart, whereby when assessing the excess of costs, the value of the defect-free item, the type and significance of the defect found are taken into account, as well as the inconvenience to which the Consumer would be exposed.
The consumer may withdraw from the contract if the defect is irrelevant, as well as when the circumstances listed in art. 38 of the Act on Consumer Rights of May 30, 2014.
The consumer, if the item sold has a defect, may also:
demand that the item be replaced with one that is free from defects;
demand that the defect be removed.
Techniart is obliged to replace the defective item with a non-defective one or remove the defect within a reasonable time without undue inconvenience to
Techniart may refuse to satisfy the Consumer’s request if it is impossible to bring the defective item into conformity with the contract in the manner chosen by the buyer or would require excessive costs compared to the second possible method of bringing the defective item into compliance with the contract.
Before proceeding with the self-assembly of the item, the Consumer is obliged to read the content of the instructions attached to the packaging.
In the event of a physical defect, the Consumer is absolutely obliged to refrain from installing it.
Due to the property of the things sold by the Seller, i.e. their assembly without changing their substance, Art. 561 1 c.
The consumer who exercises the rights under the warranty is obliged to deliver the defective item at the expense of Techniart to the complaint address, and if, due to the type of item or the way it was installed, the delivery of the item by the Consumer would be excessively difficult, the Consumer is obliged to make the item available to Techniart at the place where the item is is located. In the event of non-fulfillment of the obligation by Techniart, the Consumer is entitled to return the items at the expense and risk of Techniart.
The costs of replacement or repair are borne by Techniart, except for the situation described in 5 point 6.
Techniart is obliged to accept a defective one from the Consumer in the event of replacing the item with a non-defective one or withdrawing from the contract.
Techniart will respond to:
statements about a request for a price reduction;
statements of withdrawal from the contract;
requests to replace the item with one free from defects;
defect removal request.
Techniart is liable under the warranty if a physical defect is found within two years from the date of delivery of the item to the Consumer, and if the subject of sale is a second-hand item, within one year from the date of delivery of the item to the Consumer.
The Consumer’s claim to remove the defect or replace the item sold for one free from defects expires after one year from the date of finding the defect, but not earlier than two years from the date of delivery of the item to the Consumer.
In the event of an investigation before a court or an arbitration court for one of the rights under the warranty, the time limit for the exercise of other rights due to the Consumer under this title shall be suspended until the final conclusion of the proceedings. The same applies to mediation proceedings, but the time limit for the exercise of other warranty rights due to the Consumer starts to run from the date of the court refusing to approve the settlement concluded before the mediator or the unsuccessful completion of the mediation.
For the exercise of the rights under the warranty, legal defects of the thing sold shall apply in para. 19-20, with the proviso that the period starts from the day on which the Consumer learned about the existence of the defect, and if the Consumer learned about the defect only as a result of an action of a third party – from the date on which the judgment issued in a dispute with a third party became become final.
The expiry of the time limit for finding a defect does not exclude the exercise of warranty rights if Techniart has fraudulently concealed the defect.
Techniart, as long as it is obliged to provide or provide financial services to the Consumer, shall perform them without undue delay, no later than the period provided for by law.
The Buyer is obliged to immediately, i.e. upon receipt of the goods being the subject of the contract, check them for compliance with the quantity and type specified in the contract or on the invoice and as to the quality condition, otherwise Techniart shall be released from liability. The above-described inspection should take place in the presence of a Techniart representative, unless Techniart resigns from this right.
The Buyer may not take any steps to remove the defect or damage without Techniart’s consent.
The buyer is obliged to take all possible steps to minimize any possible damage related to the use of defective goods. In the event that such actions are not taken, Techniart shall not be liable for the damage that could have been reduced if the Buyer had taken certain actions.
Techniart is obliged to deliver to the Buyer goods free from defects within a reasonable time, depending on Techniart’s capabilities and the Buyer’s needs.
Techniart shall not be liable for defects in goods or damage resulting from failure by the Buyer or other persons to comply with Techniart’s recommendations regarding the storage, use or use-by date of the purchased goods.
Techniart may provide the Buyer with a guarantee for the goods sold. The warranty period is counted from the date of sale. The conditions of the possible guarantee result from the content of a separate declaration submitted by Techniart in writing, otherwise null and void.
§ 9. Responsibility and withdrawal from the contract
Unless the goods being the subject of the contract are collected for reasons attributable to the Buyer, Techniart, after assigning the Buyer an additional, at least seven-day deadline for collecting the goods and the expiry of this period, may withdraw from the contract in the part relating to the sale of unclaimed goods.
In the event of a delay in the acceptance of the goods by the Buyer, Techniart has the right to demand from the Buyer a contractual penalty in the amount of 0.1% (one tenth percent) of the value of the uncollected goods for each day above the 7th (seventh) day of delay. Moreover, Techniart is entitled to claim damages in excess of the amount of the reserved contractual penalty under general rules of civil law.
In the event that Techniart withdraws from the contract for reasons described in paragraph 1, Techniart has the right to demand from the Buyer a contractual penalty in the amount of 10% (ten percent) of the value of the goods for which Techniart has withdrawn from the contract. Moreover, Techniart is entitled to claim damages in excess of the amount of the reserved contractual penalty under general rules of civil law.
Techniart is responsible only for actual damages (so-called damnum emergens ), caused by Techniart through willful misconduct.
Techniart’s liability towards the Buyer, by all means, is limited to the amount representing the net value of the defective, undelivered or untimely delivered goods.
Techniart is not responsible for the use of goods in a way that violates the rights of third parties, including in the field of intellectual or industrial property.
§ 10. Use of goods
The information, and in particular the recommendations regarding the operation and end use of the goods, are given in good faith, taking into account Techniart’s current knowledge and experience, and refer to the goods stored, stored and used in accordance with the recommendations provided by Techniart.
Due to the practical diversity of materials, substances, conditions and the manner of their use and location, which are completely beyond the influence of Techniart, the properties of the goods provided in the information, written recommendations and other instructions provided by Techniart do not constitute grounds for accepting Techniart’s liability in the case of using goods contrary to the recommendations provided by Techniart.
The user of the goods is obliged to use the goods in accordance with its intended purpose and the recommendations provided by Techniart.
In the event of changes in the conditions of use, such as the type of substrate or other, always consult Techniart’s technical services before commencing use of the goods, under pain of losing warranty rights and claims for damages against Techniart.
The information and advice provided by Techniart does not release the user of the goods from the obligation to perform tests for the intended use and purpose.
The advice of Techniart’s technical services relates only to a specific product and its specific application, and is based on laboratory tests, which cannot replace practical tests.
Users are obliged to comply with the requirements contained in the current Technical Data Sheets and Technical Instructions for the goods used. A copy of the current Technical Data Sheets and Techniart Technical Instructions will be provided to the user upon request.
§ 11. Final provisions
It is unacceptable for the Buyer to refer to the ignorance of the GCS, in particular after signing the contract, under an appropriate statement in the content of the order or under the agreement on terms of delivery.
Any notices, letters, statements or other documents provided for in the contract or related to the performance of its provisions or the pursuit of claims arising therefrom shall be deemed effectively served upon: (i) personal confirmation of their receipt by the addressee; or (ii) refusal to accept or acknowledgment of receipt by the addressee; or (iii) the expiry of the time limit for collecting a twice notified consignment.
The Buyer undertakes to immediately notify Techniart in writing of each change of the registered office or place of residence or correspondence address. Failure to notify means that any delivery to the address previously indicated is considered effective. The address indicated first is the address of the seat or place of residence of the Buyer on the day of concluding the contract.
In matters not covered by the contract or the GCS, the relevant provisions of the Civil Code and other relevant provisions of law shall apply.
Any disputes between the parties arising from the contract or arising in connection with the contract will be resolved, depending on the material jurisdiction, by the District Court for the Capital City of Warsaw in Warsaw or the District Court in Warsaw.
Any changes or reservations contrary to the provisions of the GTCS should be confirmed with the signature of both parties under pain of nullity.
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