General Sales and Delivery Terms and Conditions

 

General Sales and Delivery Terms and Conditions for Fabryka Urządzeń Przemysłowych sp. z o.o.

  1. Scope
    1. These General Sales and Delivery Terms and Conditions shall be applicable to orders placed with and completed by Fabryka Urządzeń Przemysłowych Sp. z o.o. (the Supplier) for delivery to the ordering party (the Buyer) of machines, devices and parts thereof, as well as any other items that were purchased and/or produced by the Supplier, any devices and machines repaired, reworked or upgraded by the Supplier as long as Supplier’s materials and raw materials were used for these processes.
  2. Quotation and Contract
    1. Contracts referred to in Section I of these General Terms and Conditions shall be entered when:
      • the Supplier and the Buyer sign a relevant contract, or
      • the Buyer places a written order that is confirmed by the Supplier.
    2. If an order is placed by a Buyer who maintains regular commercial relations with the Supplier, the contract is deemed to have been executed unless the Supplier submits a written refusal to complete the order within 7 days of receipt of the order.
    3. Orders shall be completed within the time limits agreed by the parties and based on documentation provided by the Buyer.
  3. Terms of Payment
    1. The Buyer is required to pay the price for the goods delivered shown in the invoice issued by the Supplier. The price shall be exclusive of the costs of transport from the Supplier’s facility to the Buyer or any customs duties, if applicable. The Buyer shall pay the costs of transport and customs duties.
    2. The Buyer should pay the price within the time limit shown in the invoice or as otherwise agreed by the parties.
    3. The payment is deemed to have been made when credited to the Supplier’s bank account.
    4. The Buyer shall pay the Supplier statutory interest at a rate required by Polish law for any late payment.
  4. Title Retention
    1. Title to the goods and devices delivered to the Buyer shall remain vested in the Supplier until the purchase price shown in the invoice has been paid by the Buyer. Title to the goods and devices delivered to the Buyer shall pass on the Buyer on payment of the full price (condition precedent). In the event of failure to make timely payment the Buyer shall, at the Supplier’s written demand, return the goods delivered.
    2. This title retention clause shall also apply to situations when the goods and devices delivered by the Supplier are reworked, modified or combined with other items by the Buyer. In any such event the Supplier shall remain the owner of the newly developed goods and devices until the complete payment by the Buyer.
    3. The Buyer may transfer to a third party title to the goods and devices secured with title retention provided that the Buyer becomes the definite owner of such goods and devices on payment of the full price to the Supplier (condition precedent). In any such event the Buyer shall transfer in advance to the Supplier all claims that the Supplier may hold against any third party as a result of such transfer of title to the goods and devices secured with title retention.
    4. The Buyer has no right to transfer the title to or place pledge on the goods and devices secured with title retention without prior consent of the Supplier.
    5. The provisions of subsection 3 shall apply accordingly.
  5. Warranty
    1. The Buyer shall report in writing any defects identified in the goods delivered to the Supplier (a complaint) not later than within 15 days of the collection of the goods from the Supplier. If the defects are not reported within the above time limit, the Buyer shall lose its rights under warranty against defects.
    2. Provided that the complaint is filed within the above time limit and approved by the Supplier, the Supplier shall repair the defect in the goods delivered if the reasons for the defect can be attributed to the Supplier.
  6. Governing Law and Territorial Jurisdiction of Courts
    1. Any disputes concerning the conclusion and provisions of the contract as well as its performance shall be settled by a court in Poznań.
    2. Any disputes about the making and performance of the contract as well as contractual provisions shall be settled by a court in Poznań.
 
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