General Sales Conditions
GSC – General Sales Conditions of Eticod limited liability company, headquartered in Katowice.
Seller – Eticod limited liability company, headquartered in Katowice (40-309) at Grzegorzka 21 street, registered in the National Court Register by the District Court Katowice-East in Katowice, VIII Economic Department of the National Court Register under number KRS: 0000321577, having Tax Identification Number (NIP) 627-266-37-23, e-mail address: firstname.lastname@example.org, contact phone number: +48 32 204 66 01.
Delivery of General Sales Conditions (GSC) – occurs at the moment of offering and acceptance of its provisions by the Customer, while the GSC are available for viewing on the Seller’s website at www.eticod.pl/gsc
Acceptance of General Sales Conditions (GSC) – takes place when agreement to the provisions of the offer is expressed and when placing an Order, leading to the conclusion of a sales contract.
Availability of General Sales Conditions (GSC) – GSC are available for viewing on the Seller’s website at www.eticod.pl/gsc
Written form – A message transmitted electronically is considered equivalent to the written form specified in Article 78 of the Civil Code, provided that it contains information properly identifying the sender (name and surname, phone number) and uses an email address covering the company domain of the Seller or the Buyer.
Parties – refers to the participants of this Agreement, i.e., the Seller and the Buyer.
Goods – The term „Goods” refers to all products and Services of the Seller, including but not limited to material goods, services rendered within the Seller’s business activities and any other services that may be the subject of a contract concluded between the Seller and the Buyer, in accordance with the provisions of this Agreement and applicable laws.
Contract – is understood as a contract for the sale of Goods or Services, concluded as a result of the acceptance of the Seller’s offer by the Buyer, placing an Order in accordance with these GSC, or in special cases, by concluding a separate written agreement.
Civil Code– refers to the Act Civil Code of 23 April 1964 (consolidated text Journal of Laws of 2022, item 1360, as amended).
Delivery – This term includes the delivery of Goods or Services to the address indicated in the Order, or to the Buyer’s headquarters, in accordance with the arrangements made in the Agreement and in 2 accordance with applicable laws. Delivery can be made by a selected carrier, personal collection by the Buyer, or through other methods specified by the Parties within this Agreement.
Order – it is understood as the expression of consent to the Seller’s offer or actions aimed at placing an order for Goods, as well as undertaking obligations arising from the Agreement, in particular making a payment for the Goods delivered by the Seller, provided that the first of the mentioned situations applies.
Buyer – a legal person, an organizational unit not being a legal person, to whom the law grants legal personality, and a natural person conducting business or professional activities in their own name, purchasing Goods or Services from the Seller.
Warranty – quality warranty
Complaint – a claim filed in the complaint report.
GENERAL PROVISIONS, OFFER, ACCEPTANCE OF OFFER, ORDER.
- The rights and obligations of the Parties arising from the contractual relationship are determined in the offer, order, sales contract or service contract concluded between the Parties, in these General Terms and Conditions of Sale, and to the extent not regulated by the aforementioned documents, in the provisions of the Civil Code. In case of discrepancies or conflicts between the contents of individual documents, the following hierarchy should be applied: a) contract concluded between the Parties; b) other written agreements concluded between the Parties; c) These General Terms and Conditions of Sale (GTC); d) Order placed by the Buyer;
- The Contract is concluded as a result of the Buyer’s acceptance of the offer presented by the Seller, or confirmation by the Seller of the Order placed by the Buyer in relation to the offered Goods or Services.
- The offer presented by the Seller cannot be modified by the Buyer.
- The Incoterms 2020 rules indicated in the offer are intended only to determine the place and price of delivery of the Goods.
- In the event that the Buyer submits a declaration of acceptance of the offer with reservation of introducing changes or additions (including by applying the contract template used by the Buyer), the conclusion of a contract incorporating changes or additions introduced by the Buyer requires the Buyer to submit a clear request for acceptance of these changes or additions and a declaration by the Seller of acceptance of the Order with an unambiguous expression of consent to the changes or additions introduced by the Buyer. Otherwise, the Contract is concluded taking into account only the Seller’s GTC.
- In case of identical or mutually exclusive conditions contained in the GTC and the Buyer’s and Seller’s GTC, precedence and supremacy is accepted in accordance with the provisions of the Seller’s GTC.
- The Buyer accepts the offer by placing an Order. Placing an Order is equivalent to accepting the Seller’s GTC. The form of the Order can take both written and electronic form, for example, by sending an e-mail to the trader’s or customer service’s address or to: email@example.com
- The Seller confirms the Order placed by the Buyer in the form of an e-mail or in writing, specifying at least the price of the Goods or Service, the total value of the Ordered Goods or Service, the execution date, the place and terms of Delivery, payment terms and other additional arrangements. Confirmation of the Order means that the Seller has received the Order and has accepted it for execution. Placing an Order by the Buyer does not bind the Seller, and his lack of response does not mean silent acceptance of the Order.
- The Order placed based on the calculation sent by the Seller and accepted by the Buyer should contain the following elements: a) Buyer’s data b) specification of the ordered Goods c) quantity of the ordered Goods d) price of the Goods e) deadline for execution of the Order f) place of delivery of the Order
- The Buyer bears sole responsibility for the type, quality and content of materials supplied for the production of the Goods. The Buyer guarantees that he has copyright property rights to the submitted graphic marks, logos and rights to trademarks, or that he has the consent of the authorized party in the scope authorizing him to commission the Seller to produce the Goods.
- In the event that the Buyer supplies materials that violate copyright, trademarks or other intellectual property rights, the Buyer undertakes to cover all damages resulting from these infringements, including all claims, costs, damages and expenses incurred by the Seller.
- When placing an Order with the Seller for the first time, the Buyer attaches copies of registration documents to it.
- The Buyer may not transfer to another entity all or part of his rights and obligations arising from the Contract concluded with the Seller, without the prior written consent of the Seller.
- In the event that the Seller has doubts about the financial situation of the Buyer or the Buyer is late in payment for previously delivered Goods, the Seller has the right to withhold further delivery of Goods, demanding appropriate payment security within 3 days. After this period, the Seller has the right to withdraw from the Contract. The Seller may withdraw from the Contract within 6 months from the day of becoming aware of the basis for withdrawal.
- Samples, designs attached by the Seller to the offer, as well as information contained in catalogs, brochures, technical specifications, are only illustrative materials and do not constitute part of the offer, creating no obligation on the part of the Seller to deliver Goods in accordance with such samples, designs and drawings. This information becomes binding for the Seller only when they are clearly confirmed by the Seller, in particular at the request of the Buyer.
- The delivery times indicated in the offer or order confirmation are approximate. If the Buyer does not indicate another place of delivery, it is considered that the place is the seat or warehouse of the Buyer. The Seller is obliged to inform the Buyer of the exact delivery date by electronic means at the express request of the Buyer. Upon handing over the Goods to the carrier, the benefits and burdens associated with the Goods and the risk of its loss or damage pass to the Buyer. The Seller’s liability for delay in delivery of the Goods is limited only to cases of the Seller’s sole fault and only to the value of the undelivered part of the Order.
- The person receiving the Goods on behalf of the Buyer should have authorization issued by a person authorized to represent the Buyer, unless the Order or other document authorizes the receipt of the Goods. It is assumed that persons receiving the Goods at the Seller’s headquarters have the Buyer’s authorization to receive the goods.
- The person receiving the Goods on behalf of the Buyer is obliged to check and confirm with their legible signature on the Delivery document (waybill, WZ – shipping specification, invoice) the conformity of the Goods with the Order in terms of quantity and quality at the time of receipt.
- In case the Buyer detects a difference between the Goods actually delivered and the Goods specified in the shipping documents or detects damage to the Goods or its packaging, the Buyer is obliged to immediately enter their reservations to the copy of the carrier’s waybill or to the Goods specification or to prepare a separate shipment receipt protocol with a full description of the damage and the carrier’s signature, and then notify the Seller in writing. These actions aim to establish the rules and scope of the carrier’s potential liability. Failure by the Buyer to perform the above duties means: a) the Buyer’s waiver of their entitled rights – in case of damage to the Goods; b) the Buyer’s agreement to change the concluded Contract in part concerning the designation of its subject and price – in case of differences between the delivered Goods or its quantity and that which has been entered into the waybill or specification.
- In case of detection of a qualitative or quantitative defect after receiving the Delivery, the Buyer is obliged to secure the Goods in an undamaged state, in particular, they have no right to use the questioned Goods until the complaint is considered by the Seller, under penalty of losing the right to any claims against the Seller.
- In case the Buyer does not collect the Goods, the Seller may demand from the Buyer a refund of transportation costs and payment of remuneration for storing the Goods. In such a situation, the remuneration for storing uncollected Goods will amount to 0.5% of the net value of the uncollected Goods for each day of its storage. Failure to collect the Goods by the Buyer does not relieve him of the obligation to pay its price, unless the Parties decide otherwise.
- The Seller is not responsible if the delivery of the Goods is impossible or delayed for reasons beyond his control, and in particular, if it is caused by force majeure, understood to include random events, war, strike, government order (including trade embargo) – also, if these reasons occur on the side of the Seller’s supplier. The Seller is obliged to inform the Buyer about the reasons for the delay or impossibility of Delivery, unless circumstances prevent such notification. If the delay period exceeds 30 days, each of the Parties has the right to withdraw from the Contract without the right to claim any compensation. If the contract provided for the release of Goods in parts, any withdrawal from the Contract applies only and exclusively to the delayed part of the service, not to services scheduled for a later date.
- The Seller does not accept the return of Goods delivered in accordance with the Agreement.
- Cancellation of the Order after the conclusion of the Contract is not permissible. In the event of refusal by the Buyer to accept the Goods or submission by the Buyer of a declaration of resignation from accepting the Goods, the moment of issuing the Goods is considered to be the day of refusal to accept the Goods by the Buyer or the day of informing the Buyer about the readiness of the Goods for collection. In this case, the Buyer authorizes the Seller to make a statement about the receipt of the Goods by the Buyer.
- In the event that the Buyer does not collect the Goods within a period of 3 months, the Buyer consents to its disposal by the Seller at the Buyer’s expense.
PRICE, INVOICE, PAYMENT
- Prices for Goods or Services provided by the Seller are net prices, to which value-added tax will be added. Prices for Goods or Services do not include delivery and insurance costs, which are subject to an additional fee, unless the Parties have agreed otherwise in the Agreement.
- In the event that the settlement currency agreed by the Parties to the Agreement is EUR, the Buyer is obliged to settle the receivables exclusively in EUR, by bank transfer to the account indicated on the invoice. Payment in Polish zlotys or a currency other than EUR is not allowed.
- The Seller reserves the right to make a unilateral statement of set-off (compensation) of mutual claims, as well as the right to transfer receivables from the Buyer to third parties.
- The Seller excludes the possibility of applying any discounts, price reductions, bonuses provided for in the contract templates used by the Buyer, charging the Seller.
- Filing a Complaint about the subject of Delivery or Service does not authorize the Buyer to withhold payment for the Goods or Service or part thereof.
- The payment deadline for the Goods is counted from the day the invoice is issued.
- The day of payment is considered to be the day of crediting the receivables to the bank account or payment to the Seller’s cash register.
- If the invoice is not settled within the specified period, the Seller will be entitled to: a) Demand immediate payment of receivables from all invoices whose payment dates have not yet expired; b) demand the Buyer to pay the price before the delivery date of the Goods resulting from other orders already accepted for implementation; c) charge statutory interest for delay in commercial transactions from due receivables;
- In case the Parties establish payment terms for the Goods in installments, a delay in payment of any installment automatically triggers immediate due of the remaining part of the receivables.
- The condition for the return of the Goods is its physical receipt by the Seller and a positive verification of the state of the returned Goods by him. The Buyer acknowledges and accepts that these conditions are considered fulfilled at the moment of issuing a corrective invoice (due to the return of these non-defective Goods) by the Seller.
- The Seller reserves the ownership of the Goods until the Buyer has paid the price resulting from the Agreement, in particular including: the price of the Goods, the due tax, packaging costs, insurance, and transport.
LIMITS OF LIABILITY
- In the event that the Seller is liable in connection with the execution of the agreement, the total sum of damages due, regardless of the legal basis on which they are pursued, cannot exceed 15% of the net/gross value of the Agreement. The Seller is also not liable for lost profits and indirect and consequential damages of the Buyer. The specified limitation of liability does not apply in cases where liability for damages results from absolutely binding legal provisions.
WARRANTY, WARRANTY FOR DEFECTS.
- The Seller guarantees that the Goods are in accordance with the Agreement, of proper quality and free from defects The warranty is valid for a period of 12 months from the date of Delivery, and when the Goods have not been received, from the day when they should have been received. In the case of a Service, the warranty is valid for 3 months from the date of its execution.
- In order to effectively pursue rights under the Warranty, the Buyer is obliged to provide the Seller with information containing details of the damage/defect or malfunction of the Goods, the date of occurrence/detection of damage, and the damaged Goods.
- The Buyer undertakes to promptly inspect the Goods delivered by the Seller for any possible defects.
- The warranty only covers physical defects in the Goods that arose from causes inherent in the Goods at the time of delivery, material and workmanship – if they reduce the usability of the Goods or if the Goods do not have properties that the Seller assured existed.
- A Complaint must be made immediately after detecting a defect, but not later than within 7 days of its detection. Failure to file a Complaint within the time described in these GCS or lack of required information results in the Buyer losing rights arising from the granted Warranty.
- A Complaint is made electronically via email to the Trader’s email address or the Customer Service Representative’s email address or firstname.lastname@example.org, or in writing by sending it by registered mail (or courier) to the Seller’s address.
- Filing a Complaint does not entitle the Buyer to withhold payment of the price or fee.
- In the event that a Complaint is deemed unjustified, the Seller may demand that the Buyer cover the costs of the complaint procedure incurred by the Seller, in particular the costs of transport and expert opinions.
- In case of acknowledging a Complaint, the Seller will at its discretion remove the defect of the Goods, supply Goods free from defects, or propose a reduction in the Seller’s remuneration for the delivery of defective Goods.
- The warranty does not cover: a) damage to the Goods caused by the Buyer; b) damage to the Goods caused by improper storage conditions.
- The warranty obliges the Seller only towards the first Buyer.
- The Seller’s liability under the warranty for physical and legal defects is excluded (Art. 558 § 1 of the Civil Code).
PROTECTION OF INDUSTRIAL PROPERTY RIGHTS
- By accepting these GCS, the Buyer confirms that the Goods supplied by the Seller and all calculations, projects with applied production changes, and offer documents relating to them are protected under regulations protecting business transactions and intellectual property rights. Calculations, projects with applied production changes, and offer documents are the property of the Seller and may not be disclosed to third parties without the Seller’s written consent.
- KEach Party undertakes, on behalf of itself and its employees, to treat the other Party’s confidential information as strictly confidential and not to disclose it to third parties or pass it on to third parties.
- Confidential information includes all information relating to the Parties’ activities, processes, range, internal matters – including but not limited to technical, practical and commercial information, which one Party discloses to the other Party, directly or indirectly, in written, oral or any other form.
- Disclosure of confidential information is allowed to those representatives and employees of the Party for whom disclosure is necessary for the execution of the Agreement. Neither Party may use the other Party’s confidential information for purposes other than the performance of the Agreement. The obligations regarding the use, disclosure, and keeping confidential do not apply to information: a) that was known to the receiving Party before its receipt from the other Party; b) that were publicly available before their receipt by the receiving Party; c) that will become publicly available after their receipt by the receiving Party, not due to the fault of the receiving Party or its employees; d) that, after their receipt by the receiving Party, will be disclosed to the receiving Party by a third party authorized to disclose them; e) whose disclosure is required under the law or decision of the competent authority; f) that have been developed by the receiving Party independently of the other Party’s confidential information.
- Each Party undertakes to ensure the secure storage of the other Party’s confidential information. All copies of the other Party’s confidential information will be returned immediately upon request, unless the storage of such copies is required for the receiving Party’s internal needs.
- The Seller retains the rights and title to all patents, inventions, utility models, designs, and other intellectual property rights owned by the Seller. Unless the agreement of the parties provides otherwise, the Seller also retains the title to all patents, inventions, utility models, designs, and other rights recorded in any form, which have been discovered, created, implemented in practice, or otherwise generated as a result of Services provided by the Seller, including support or advisory services.
- The administrator of personal data provided by the Buyer is Eticod Limited Liability Company with its registered office in Katowice (40-309) at Grzegorzka 21 (within the meaning of the Regulation of the European Parliament and of the Council (EU) 2016/679 of April 27, 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation – hereinafter: GDPR)).
- In matters related to personal data protection, the person whose data concerns can contact the Administrator by phone: +48 32 314-02-04, email address: email@example.com or in writing to the Administrator’s registered address.
- The personal data provided by the Buyer will be processed for the purpose of:
- execution of the sales contract concluded between the Seller and the Buyer (in the case of personal data directly belonging to the Buyer, the basis for processing is Art. 6 (1) (b) GDPR, while in the case of personal data of the Buyer’s representatives, the basis for processing is Art. 6 (1) (f) GDPR, where the Seller’s legally justified interest as the data controller is the need to ensure the correct execution of the contract with the Buyer);
- fulfillment of legal obligations, in particular the obligation to carry out financial reporting (the basis for processing is Art. 6 (1) (c) GDPR));
- pursuing or defending any claims related to activities carried out under the contract concluded with the Buyer (the basis for processing in this case is Art. 6 (1) (f) GDPR – where the Seller’s legally justified interest as the data controller is understood as the possibility of pursuing and defending claims);
- transmitting information promoting the Seller’s activity using the email address and phone number, if the person whose data it concerns voluntarily agrees to it (Art. 6 (1) (a) GDPR) and without using the aforementioned electronic communication means (Art. 6 (1) (f) GDPR – where the Seller’s legally justified interest as the administrator is carrying out marketing actions promoting his activity).
- The recipients of personal data provided by the Buyer may be relevant state authorities acting on the basis of generally applicable laws. In addition, personal data may be transferred to entities processing personal data on behalf of the Seller as the administrator, including IT service providers, logistic operator – such entities process data on the basis of an agreement with the administrator and only in accordance with the administrator’s instructions.
- The personal data provided by the Buyer will be processed depending on the purpose and basis for processing until: • termination of the contract concluded between the Seller and the Buyer; • the obligation to store data resulting from legal provisions expires, in particular the obligation to store accounting documents; • the claims related to the execution of the contract between the Seller and the Buyer expire; • the consent to marketing activities using the email address and phone number is withdrawn; • an objection is lodged against the activities based on the Seller’s legitimate interest as the administrator i.e., marketing activities without using the email address and phone number.
- In connection with the processing of personal data, the person to whom the data relates has the following rights: the right to access their data and the right to rectify, delete, limit processing, the right to transfer data, and the right to object. In addition, to the extent that consent is the basis for data processing, the person to whom the data relates has the right to withdraw this consent at any time, without affecting the legality of the processing carried out on the basis of consent before its withdrawal.
- The person to whom the data relates has the right to lodge a complaint with the President of the Office for Personal Data Protection when they consider that the processing of their personal data violates the provisions of the GDPR.
- The personal data provided by the Buyer will not be transferred to third countries.
- Providing personal data is voluntary, but without providing them, the contract execution and receiving marketing information from the Seller will not be possible In the event that the Buyer provides the Seller with personal data of the Buyer’s employees or associates, the Buyer undertakes to fulfill the information obligation towards these people, on behalf of the Seller, referred to in Art. 14 GDPR before such provision. Information on the rules of processing by the Seller of personal data of employees or associates of the Buyer is contained in the points above.
- The Seller and the Buyer strive to resolve any disputes arising from the implementation of Agreements covered by these conditions amicably.
- In the event that it is impossible to resolve the dispute amicably, the court competent to resolve the dispute will be the court appropriate due to the Seller’s registered office.
- The application of Polish law applies to sales contracts and service provision contracts concluded by the Seller.
- In the event of the invalidity of some provisions of these General Sales Conditions due to the introduction of different statutory regulations, the remaining provisions do not lose their validity.
- All verbal agreements and assurances of both the Seller and the Buyer require written, documentary or electronic confirmation for their validity.
- The Seller reserves the right to make changes to these General Sales Conditions. Changes to the provisions begin to apply 14 calendar days from the moment they were delivered to the Buyer in a manner commonly accepted between the Parties or in a manner generally accepted in business relations on the territory of the Republic of Poland, in professional trade carried out using electronic means of communication, so that he could become familiar with them, in particular by posting them on the website www.eticod.pl/gsc