GENERAL CONDITIONS OF SALE
§ 1. DEFINITIONS
- Business day – days from Monday to Friday that are not public holidays;
- Incoterms 2010 – international trade rules specifying sales conditions in the version in force since 1.I. 2011 published by the International Chamber of Commerce; any clauses mentioned in §5 of GTS refer to Incoterms 2010;
- Confidential Information – technological, technical, organisational or other information pertaining to PP DUO or any of its contractual partners, which comes into the possession of the Customer in connection with commencing cooperation with PP DUO, and which is not in the public domain; in particular, all information and data constituting the know-how of PP DUO or its contractual partners, or non-public information pertaining to any element of the performance of services, whether or not classified by PP DUO as confidential, shall be deemed to be Confidential Information; information that (i) was public at the time of disclosure, provided that the disclosure was made without fault on the part of any Party, (ii) was in the possession of a Party prior to disclosure, provided that such Party lawfully came into possession of the information
(iii) the Parties received the information from third parties who lawfully acquired the information
(iii) the Parties have obtained the information from third parties who have obtained it in a lawful manner; if there is any doubt as to whether a given piece of information is Confidential Information, the Customer is obliged to verify this fact with PP DUO in writing under pain of invalidity; if no response is received from PP DUO within
7 days from the date of receipt of an enquiry on this matter, means confirmation that the information in question is of a confidential nature;
- K.c. – the Civil Code Act or any other Act replacing the Civil Code;
- Customer – the purchaser of the Services offered by PP DUO;
- GTS – these General Conditions of Sale;
- Entrepreneur – a natural person, a legal person, an organisational unit not being a legal person but to which a separate act grants legal capacity, performing in its own name a business, which uses the Shop;
- Agreement – an agreement between PP DUO and the Customer for the performance of Services offered by PP DUO; the GTC are an integral part of the Agreement;
- Services – services offered by PP DUO;
- PP DUO – PP DUO spółka z o.o. with its registered office at ul Złota 1, Borówno, 86-022 Dobrcz, entered in the National Court Register under number0000420418 , NIP REGON 9532443671,093110012
- Force Majeure – an external, extraordinary event, independent of the Parties, unforeseeable prior to the conclusion of the Agreement, which includes such events as: war, flood, hurricane, storm, snowstorm, long-term (exceeding 2 working days in a row) lack of supply of electricity or gas or lack of supply of main raw materials for reasons beyond the control of a Party, which prevents or significantly hinders a Party’s performance under the Agreement;
- Parties – jointly the Customer and PP DUO.
§ 2. GENERAL PROVISIONS
- GTCs are addressed exclusively to Entrepreneurs
- Unless otherwise follows from the provisions below, GTS shall apply to all Agreements concluded between the Parties.
- OWS bind the Customer at the moment of their delivery at or before the conclusion of the Contract or at the moment of enabling the Customer to easily get acquainted with their content. Current OWS are always available on the website:
www.ppduo.pl under the website tab General Conditions Of Sale.
- Apart from the Agreement, GTS are a complete and exclusive regulation shaping rights and obligations of the Parties within the scope covered by the Agreement, and they exclude
to the broadest extent possible, the application of any other contractual provisions, including in particular
In the event that, for any reason, any other provisions of the Agreement, including in particular any model agreements, regulations, general terms and conditions of purchase or sale used by the Customer are excluded. In the event that, for any reason, the above exclusion is ineffective, acceptance by the Customer of the terms and conditions of the Contract, of which GTS are an integral part, shall be deemed a declaration of waiver and non-use of these provisions of contract templates, regulations, general terms and conditions of the Customer, which are contradictory or inconsistent with GTS.
- In the event of an irremovable conflict between the Contract and GTS, the Contract shall apply.
- The provisions of GTCS are applied in economic turnover between the parties being entrepreneurs in the meaning of Article of the Civil 431 Code.
§ 3. PROCUREMENT AND CONCLUSION OF CONTRACT
- The contract may be concluded by:
- the form set out in the C.C;
- the presentation of an offer by PP DUO to the Customer
with contractual terms and conditions on his own initiative or
as a response to the Customer’s enquiry and the Customer’s acceptance of the offer/order based on the offer; the Customer’s acceptance of PP DUO’s offer in a manner that modifies its terms and conditions does not lead to the conclusion of a Contract, but shall be deemed to be the submission of a purchase offer by the Customer;
- submission of a purchase offer (order) by the Customer and acceptance of that offer by PP DUO.
- In the event of any doubt, unless the content of the Contract, the offer or its acceptance or the GTS indicate otherwise, the Contract shall be deemed concluded upon:
- in the case of paragraph 1(a), the last of the signatures on the document containing the content of the Agreement;
- in the case as in paragraph 1(b), informing PP DUO by the Customer that he has not accepted PP DUO’s offer;
- in the case as in paragraph 1(c), at the moment of informing the Customer that PP DUO has accepted his offer, subject to paragraph 3.
- PP DUO is entitled to modify the order, which is binding for both Parties, unless the Customer notifies PP DUO, in writing, without delay, but no later than within 2 working days from receiving the modification of the order, that he does not accept the modification. In the latter case, no Contract is concluded. Otherwise, the Parties shall be bound by the Contract with the content consistent with the content of the order to the extent to which it has not been modified by the acceptance of the order, the content of the declaration of acceptance of the order and the GTCS.
- The tender shall contain at least the subject matter of the contract, the remuneration for which the subject matter is to be performed and the date by which it is to be performed. Documents which do not contain all the above-mentioned elements shall not constitute an offer. Each of the Parties may require the Party which sent a document containing only a part of the elements referred to
referred to in the first sentence, to specify the remaining elements or else it shall be deemed not to constitute an expression of will to conclude the Agreement.
- An offer made by PP DUO is valid for the period indicated in the offer. If PP DUO has requested a prepayment in the offer or order confirmation, the condition for commencement, and thus also completion of the order, is payment of the entire prepayment amount. Any contractual deadlines for the execution of the subject of the Contract shall be automatically postponed by the period of delay in the payment of the prepayment by the Customer.
- A Customer’s order (purchase offer) may be accepted or refused by PP DUO in the same form
in the same form in which it was placed within a period of 2 working days, unless otherwise stated in the order. Failure by PP DUO to declare acceptance or refusal of the Customer’s Order within the aforementioned time limit shall be tantamount to refusal to accept the order.
- PP DUO may cancel the Contract if it considers itself unable to perform the Contract on the agreed terms, notifying the Customer
within 5 working days from the date of order confirmation. The Customer has no claim against PP DUO, whether for damages or any other reason.
- In the case of circumstances unforeseen at the time of acceptance of the order, the date of completion of the subject of the Contract may be changed, of which PP DUO shall immediately notify the Customer. The Customer is not entitled to any claim on that account against PP DUO, whether for damages or any other.
- PP DUO przedstawi Klientowi aktualne ceny Usług w sporządzonej przez siebie odpowiedzi na zapytanie, zaproszeniu do rokowań albo w potwierdzeniu przyjęcia zamówienia.
- The Customer may cancel all or part of the order at any time, in writing, otherwise being null and void, but this does not release him from the obligation to pay the entire price specified in the Contract. The Customer is liable to PP DUO for any and all damages resulting from unjustified resignation from the whole or part of the order after concluding the Contract.
§ 4. PRICE AND PAYMENT TERMS
- PP DUO shall inform the Customer of the current prices of the Services in its response to the enquiry, invitation to negotiate or confirmation of the order.
- Unless the content of the Contract clearly indicates otherwise, the prices provided by PP DUO are net prices, to which the tax on goods and services shall be added each time
and services tax according to rates in force at the time of entering into the Contract.
- Unless otherwise stated in the VAT invoice issued by PP DUO, the due date of the VAT invoice is days14 from the date of issue.
- PP DUO may establish an individual trade credit for the Customer at its discretion. In order to secure due payment for the Services and the delivery made in accordance with the § 5below, PP DUO may request the presentation of a security of his choice (bill of exchange, bank guarantee, voluntary submission to execution, etc.). In such a case, a trade credit shall be granted no earlier than upon receipt by PP DUO of the original document confirming the granting of the security. If the gross value of the Customer’s obligations towards PP DUO arising from orders for which PP DUO has not yet received payment (whether completed or in progress) and the order being placed in progress) and the order being placed exceeds the limit of trade credit established for the Customer, PP DUO has the right not to accept or withhold with the realization of the Customer’s next order until the Customer has paid PP DUO to such an extent that the trade credit is not exceeded, or until the original of the document confirming the granting of additional trade credit security is received from the Customer.
- In the event of a delay in payment of the amount due, PP DUO is entitled to: (i) initiate legal proceedings to recover the amount due, which will result in the Customer being charged with all the costs that which PP DUO will be forced to incur, including in particular, but not exclusively, the costs of debt recovery, established on the basis of article 10 of the Act of 8.III. 2013 on payment deadlines in commercial transactions, costs of legal representation and court costs, as well as to: (ii) calculate the maximum interest pursuant to
(ii) calculate the maximum interest pursuant to Article 359 §1 2 of the Civil Code (iii) immediately suspend the execution of the Contracts, (iv) refrain from accepting or executing further orders from the Client until the Client has settled the payment, including due interest.
- The costs associated with the suspension of the performance of the Contracts, including in particular, but not exclusively: storage, warehousing and insurance costs to the extent that they are not covered by contractual penalties, shall be borne by the Customer.
- If PP DUO has reasonable doubts as to the timely payment of the amounts due under the Contract or the Customer’s poor financial condition, PP DUO reserves the right to suspend execution of the Contracts concluded with the Customer and to refuse to accept any further orders from the Customer until the Customer provides security for the payment, in the form specified by PP DUO, of which the Customer shall be immediately notified.
- The date of payment is the date of crediting PP DUO’s bank account as indicated in the VAT invoice or the date of payment in cash at the PP DUO cash desk, depending on the payment method agreed between the parties.
- The Customer is not entitled to any claim, whether for damages or any other, against PP DUO for the actions described in this paragraph.
§ 5. LOGISTICAL ARRANGEMENTS
- Unless otherwise specified in the Contract, PP DUO prepares the ordered goods on an EXWPP DUO basis,
ul. Złota 1, Borówno, 86-022 Dobrcz by the date indicated in the Contract.
- PP DUO, for an additional fee agreed by the Parties, offers a logistics service in the form of: (i) delivery to a carrier or other person designated by the Customer at PP DUO’s facility, together with loading on a means of transport, on an FCA1 basis; (ii) delivery to a carrier designated by the Customer and conclusion of a contract of carriage to a specified destination on a CPT1 basis; (iii) delivery to a destination designated by the Customer or at a specified terminal/designated port and leaving them at the Customer’s disposal, on a means of transport ready for unloading or after unloading on a DAP1 or DAT basis; 1 (v) preparation of the goods for transport by packing or placing them on a pallet, provided that for FCA, CPT, DAP, DAT, DDP1 clauses, the destination/terminal/port to which PP DUO shall deliver the goods shall be specified by the Customer, no later than at the stage of order placement. If the Customer fails to specify the destination/terminal/port, it shall be deemed that the order is placed on terms as per sect. 1.
- The parties allow for the possibility of other transport by prior arrangement.
- The delivery of the subject matter of the Contract may be subject to the presentation of written authorisation from the Customer for the receipt of individual persons.
- In the case of failure to collect the ordered goods within the time limit specified in the Contract, in the letter refusing to accept the complaint, or in the information about the removal of the defect, PP DUO, irrespective of any other rights that may be vested in him, may hand them over for storage to a third party at the expense and risk of the Customer. If the ordered goods are not collected within 30 days from the date when they were supposed to be collected, PP DUO is entitled to dispose of them at the Customer’s expense, regardless of contractual penalties for storage or keeping the goods. PP DUO may store the unclaimed goods itself, with the reservation that the Customer shall be obliged to pay PLN100 for each day of storage, and PP DUO shall not be liable for damage to or theft of the goods.
- If in the course of transport ordered by PP DUO to a professional entity conducting business in the field of carriage/forwarding, the object of the Contract is damaged, PP DUO or the Customer (depending on the passing of the risk defined according to Incoterms 2010) shall be entitled to claim damages from the carrier pursuant to the Convention on the Contract for the International Carriage of Goods by Road CMR, drawn up in Geneva on 19.V.1956.
- PP DUO shall not be liable for non-delivery or delay in delivery of the subject of the Contract, if the delivery has been ordered from a professional entity conducting business activity in the field of carriage/forwarding. In this respect, PP DUO shall provide the Customer with all possible assistance in seeking redress from the said carrier/forwarder for damage caused by non-delivery or delayed delivery.
- If the risk of damage and loss of the subject of the Contract rests with PP DUO, the Customer must immediately, but no later than within 2working days from the date of delivery or the date on which the delivery was to be made, notify PP DUO of the non-delivery or damage to the subject of the Contract. In the latter case, the notification must be accompanied by detailed photographic documentation of the damage. A notification of non-delivery or damage shall be made in writing, otherwise being null and void.
- Failure to report damage or loss of the subject matter of the Agreement within the time limit specified in section 8 above shall be deemed delivery of the subject matter of the Agreement on time, in an undamaged condition.
- Properly made notification of non-delivery of the subject of the Contract or damage during delivery shall constitute grounds for PP DUO to assert its rights on that account directly against the carrier or freight forwarder entrusted with the delivery. Until such proceedings are completed, any rights of the Customer to pursue any kind of claims against PP DUO for non-performance or improper performance of the Contract are suspended.
- PP DUO shall immediately inform the Customer about the completion of proceedings against the carrier/forwarder and their result, and on this basis the Parties shall determine further proceedings in the case, in particular whether the Customer shall receive a new object of Contract in place of the one that was not delivered to him, or whether there are no grounds to consider the Customer’s claims.
§ 6 GUARANTEE
- PP DUO grants, on condition that the subject of the Contract is used by the Customer in accordance with its properties and purpose, a warranty for the subject of the Contract produced by it and ensures its good quality, on terms as per appendix no. 1 to the GTCS.
- PP DUO’s liability under warranty is excluded.
§ 7. GENERAL LIABILITY
- PP DUO is not liable for any damage caused by failure to perform its obligations under the Contract, unless such damage was caused
as a result of PP DUO’s wilful misconduct. Subject to paragraph 2 below, the above exclusion of responsibility of PP DUO is the most far-reaching exclusion of responsibility consistent with Polish law.
- The exclusion of liability referred to in paragraph 1 above does not apply to the liability of PP DUO under warranty, provided that all prerequisites for pursuing claims under the warranty have been met, liability for a dangerous product, as well as any other liability that cannot be effectively excluded by agreement between the Parties.
- Any exclusions and limitations of liability contained in the OWS also apply to exclusions and limitations of liability of PP DUO’s employees, and other natural and legal persons acting on commission from and/or on behalf of PP DUO, including in particular sales representatives, contractors and agents.
- PP DUO shall not interfere with the use and purpose for which the object of the Contract will be used. Any advice
and technical recommendations provided by persons acting on behalf of PP DUO, do not constitute the discharge of any contractual obligations incumbent upon PP DUO, nor binding assessments of the suitability of the subject of the Contract, but are given as part of the good will of PP DUO and constitute non-binding proposals for the use of the subject of the Contract. Should it prove necessary for the proper use of the subject of the Contract by the Customer to appoint expert personnel by PP DUO, PP DUO shall be prepared to consider the appointment of such personnel. In the event of the appointment of such personnel, any information provided by the personnel shall be of an advisory nature, and PP DUO, subject to art.473 §2 of the Civil Code, shall not be liable in any way for the consequences of the information provided by such personnel.
- In any case, PP DUO’s liability is limited to the amount of the remuneration resulting from the Contract and does not concern the Customer’s lost profits.
§ 8. CONTRACTUAL PENALTIES
- In the event of non-performance or improper performance of the Contract, the Customer shall pay contractual penalties to PP DUO: (i) for delay in collecting the object of the Contract in the amount of % of the gross 0,5price of the uncollected object of the Contract specified in the VAT invoice, for each day of delay, but not more than 30% of that price (ii) for withdrawal from the Contract by PP DUO for reasons attributable to the Customer, in the amount of %30 of the price specified in the Contract, increased by VAT due, at the time of imposing the contractual penalty,
- Violation of the provisions of §10 GCS shall result in the Customer’s obligation to pay a contractual penalty of PLN 20.000.00 (in words: twenty thousand zlotys) to PP DUO, for each violation.
- PP DUO is entitled to claim damages exceeding the amount of the reserved contractual penalties.
§ 9. WITHDRAWAL FROM THE CONTRACT
- Apart from the cases indicated in the GTCS, PP DUO is entitled to withdraw from the Contract if the Customer grossly breaches the obligations arising from the Contract
from the Contract, despite a written request by PP DUO to duly perform them.
- The summons referred to in item 1 above shall be sent to the Customer by fax or e-mail and shall include a deadline of at least three days for the Customer to comply with the obligations as specified in the Contract. The summons shall be deemed to have been received by the Customer as of the moment when PP DUO sends the e-mail or as of the moment indicated in the fax report confirming the correct sending of the fax to the Customer, unless the Customer proves that he or she received the summons at a later date. PP DUO is solely entitled to determine whether there has been a gross breach of contractual obligations by the Customer.
- PP DUO is entitled to withdraw from the Contract under the terms as described in paragraph 1, within 30 days from the date of occurrence of any of the grounds for withdrawal and, at its own discretion, may withdraw from the entire Contract or from the part of the Contract not performed by the Customer.
§ 10. CONFIDENTIAL INFORMATION
- The Parties undertake not to disclose any Confidential Information, except when such disclosure is required by law or
in connection with judicial or administrative proceedings in which a Party is involved or where disclosure is made with the consent of the Party concerned.
- Should either Party need to disclose any Confidential Information should one of the above situations arise, it shall immediately notify the other Party of such need. The obligation to keep confidentiality of Confidential Information shall continue to apply after expiry or termination of the Agreement.
- The Parties undertake to use Confidential Information solely in connection with the performance of the Agreement.
- The Client, who in the performance of the Agreement uses or cooperates with third parties, is obliged to inform such third parties of their obligation to keep confidentiality of Confidential Information and to effectively enforce the obligation of confidentiality
to the same extent in which this obligation applies to the Customer.
§ 11. COPYRIGHT
PP DUO retains all rights, including copyrights in all fields of use not expressly transferred to the Customer or another third party, or for which a licence has not been expressly granted in the fields of use indicated, to all designs, illustrations, drawings and other documents. Before transferring them to a third party, the Customer must obtain PP DUO’s express consent in writing, otherwise being null and void.
§ 12. AMENDMENT TO GTCS
- The T&Cs may be amended by PP DUO at any time. PP DUO shall make every effort to notify the Customer
of the changes to the OWS, in particular by publishing an appropriate announcement on its website.
- Unless specified otherwise in the new GTS, entry into force of the entry into force of amended OWS takes place at the moment of announcement on the website www.ppduo.pl.
- The entry into force of amended GTS does not apply to Sales Agreements concluded before the entry into force of amended GTS.
§ 13. FORCE MAJEURE
- Neither Party shall be liable for non-performance or improper performance of obligations under the Contract caused by Force Majeure.
- The Parties immediately undertake to inform each other of the occurrence of an event constituting Force Majeure immediately upon its occurrence or, if this is not possible at the time, immediately after it becomes known, under penalty of losing the right to invoke this circumstance.
§ 14. FINAL PROVISIONS
- The address indicated by the Customer is the address for correspondence, unless the Customer has expressly indicated a different correspondence address to PP DUO in writing, under pain of invalidity. The Customer is obliged to inform PP DUO of any change in his correspondence address, in writing, otherwise being null and void, with the reservation that upon prior consent of the Parties, information on the change of the correspondence address may be sent via e-mail.
- The competent court for any court disputes shall be the court having jurisdiction over the registered office of PP DUO.
- Any court disputes will be resolved in accordance with Polish law. The application of the United Nations Convention of 11.IV. 1980 r.
on the International Sale of Goods.
- The GTCS have been drafted in two language versions: Polish and German. In the case of any discrepancies between the two language versions, the Polish version shall prevail.
- Transfer of rights and obligations arising from the Contract by the Customer from the Contract to a third party requires PP DUO’s consent in writing, otherwise being null and void. PP DUO may, without the Customer’s consent, transfer the receivables due from the Customer to a third party.
- The Customer is not entitled to set off any receivables due to him against PP DUO with PP DUO’s receivables, without PP DUO’s written consent, otherwise being null and void.
- Consents as per sections 5 and 6 can be sent to the Customer by fax or e-mail.
- In matters not regulated in these GTS, the provisions of Polish law are applicable, including in particular the Civil Code.
Annex No. 1 to GTS No. 1/2015 TERMS AND CONDITIONS OF GUARANTEE:
- PP DUO assures that the manufactured object of the Contract is of proper quality and free from defects.
- The guarantee shall be valid for a period of 12 months from the date of delivery of the subject of the Agreement.
- The warranty only covers defects caused by PP DUO due to material defects. The above does not affect the scope of the warranty provided by the manufacturer if it is not PP DUO. In such case the warranty provided by the manufacturer is not valid for PP DUO.
- PP DUO stipulates that such features of the Contract item as smell shall not constitute a defect. The manufacturing process of the Contract item involves the use of various chemicals and PP DUO shall not be liable for the smell that the Contract item will emit.
- PP DUO has the right to withhold realization of the Customer’s claims under the guarantee until the Customer has paid all amounts due under the Contract or provided the original document confirming that the Customer has established security for their payment in the form specified by PP DUO. PP DUO shall not be liable for any damages or other liability to the Customer in the case of exercising this right.
- In the case of an unfounded complaint, PP DUO has the right to charge the Customer with the costs of the complaint procedure.
- The period for notifying defects expires within 2working days of the end of the guarantee period, provided that the defect is revealed during the guarantee period.
- Notification of defects shall be made electronically by e-mail to email@example.com, or in writing by sending it by registered mail with return receipt to the address of PP DUO. Notifications delivered in another form may not be considered. As far as possible, the Customer should provide as detailed a photograph of the defect complained of as possible.
- Immediately after reporting a defect, the Customer, at his own expense, delivers the advertised object of Contract to PP DUO, unless the Parties agree on another way for PP DUO to verify the reasons for the defect.
- The Customer shall be obliged to inspect the received contractual object as closely as possible at the time of handover, and under pain of losing this right in the future, to report any visible damage to the contractual object. Such notification shall be made, otherwise being null and void, in a document confirming receipt of the contractual object.
- Notification of defects by the Customer shall take place immediately after their discovery, but no later than within 2 working days of their discovery.
- PP DUO shall make every effort to assess the object of the Contract within 14 working days from the date of receiving the complaint form or the object of the Contract being complained about (whichever comes later), on the basis of which it shall determine whether the defect is covered by the warranty or whether the warranty does not cover it. PP DUO shall notify the Customer of the results of the assessment, together with information on acceptance or refusal of the complaint.
- If the complaint is accepted, PP DUO shall, within a period of time to be notified to the Customer, either remove the defect found, or make a new object of Contract. PP DUO shall notify the Customer of the removal of the defects, and the Customer shall be obliged to collect the object of Contract within the time indicated by PP DUO. The manner of remedying the defects found, i.e. replacing the defective object of Contract with one free from defects or removing the defect shall be decided by PP DUO.
- If the complaint is accepted, PP DUO’s responsibility is limited exclusively to repairing or replacing the object of Contract, at PP DUO’s discretion. Under no circumstances shall PP DUO be liable for damages incurred by the Customer or any third party caused by the inability to use the subject of the Contract for the time when it remained defective, or for the costs of replacement, transportation of the defective subject of the Contract to the place of repair, unless it is proved that the damage was caused by PP DUO intentionally.
- Having recognised the Customer’s complaint, PP DUO informs the Customer that the subject of the Contract is ready for collection at the location indicated by PP DUO.
- A defect shall be deemed to have been effectively rectified if within 2 working days from the date of issue of the subject matter of the Contract, the Customer does not raise any 7objections as to the method of removing the defects in the form specified in par. Any objections raised after the period referred to in the preceding sentence shall be deemed a new notification of defects.
- The PP DUO warranty does not apply if:
- the subject of the Contract has been altered or modified, unless the alteration or modification has been carried out by the DUO or previously accepted in writing, otherwise being null and void, by the DUO,
- the object of the Contract has been repaired by persons not authorised by PP DUO,
- the object of the Contract is used contrary to its purpose, as specified in the Contract or the information provided to PP DUO by the Customer during the production process,
- the object of the Contract is not stored in appropriate conditions,
- a defect that occurred during transport.