GENERAL PROVISIONS, DEFINITIONS.
1.1 These General Sales Conditions of KAN Sp. z o.o. pursuant to Article 384 of the Civil Code, have been accepted by the Parties, are binding upon them and constitute the content of the Sales Contract, unless otherwise agreed.
1.2 Unless otherwise defined, the terms used in the General Sales Conditions shall have the following meaning:
(a) GSC - these General Sales Conditions
(b) Sales Contract - a contract, the object of which is the sale of Products entered into between the Seller and the Buyer based on an Order placed by the Buyer and accepted by the Seller in line with these GSC, including a Cooperation Agreement
(c) Seller - KAN Sp. z o.o. with its registered office in Kleosin, address: ul.Zdrojowa 51, 16-001 Kleosin
(d) Buyer - an entity placing the Order, being a Party to the Sales Contract
(e) Products - shall be understood as products and goods sold by the Seller (KAN sp. z o.o.)
(f) Order - shall mean an order for the sale of Products placed with the Seller by the Buyer under these GSC
(g) Product documentation - documentation containing a detailed description of all material parameters and features of the Products, in particular technical, technological, quality description of the Products together with technical specifications, samples, specimens, components and Intellectual Property Rights
(h) Intellectual Property Rights - all forms of intellectual property protected in the territory of the Republic of Poland and abroad concerning the Products, or the Seller, including copyrights, trademarks, patents, utility models, industrial designs, know-how related to the Products, including the production process of the Products, including the Products manufactured or supplied by other entities of the Seller's capital group
(i) Price List - a list of Product prices binding to the Parties
(j) Parties - the Parties to the Sales Contract (the Buyer and the Seller).
1.3 These GSC shall apply to all Sales Contracts, as well as all offers submitted to the Seller by the Buyer, as well as all invitations to submit offers and Orders submitted to the Buyer by the Seller, concerning the Products.
1.4 The GSC may be modified, amended or some of their provisions may be excluded by the Seller. Any amendments to the GSC shall be binding for the Buyer from the date of their delivery to the Buyer in the same form and manner in which these GSC were delivered to the Buyer.
1.5 Should there be any discrepancies between the content of the GSC and the content of the Sales Contract or detailed annexes to the Sales Contract, the content of the Sales Contract shall prevail over the GSC, and then the detailed annexes.
1.6 Any references to the Buyer's general terms and conditions are hereby expressly excluded.
1.7 Should INCOTERMS be agreed upon in the Sales Contract, the GSC regulations deviating from the agreed INCOTERMS terms and conditions shall prevail unless the Parties agree otherwise in the Sales Contract.
1.8 The content of these GSC has been published on the Seller's website at: www.kan-therm.com
1.9 The GSC do not apply to the sale of Products when the Buyer is a natural person who purchases things for the purpose not related to their economic or professional activity (consumer).
2.0 The information on the Seller's website does not constitute an offer within the meaning of the Civil Code but only an invitation to place orders.
Product(s) characteristics are set out in the Product Documentation.
3.1 The Products shall be sold exclusively under the Orders placed by the Buyer to the Seller as set out in Article 3(2) and 3(3) below.
3.2 Orders shall be placed by the Buyer by e-mail, in writing or by fax.
3.3 The orders shall be executed on the condition that the Seller confirms the acceptance of the Order within 5 working days from receiving it as set out in Article 3(2). Should the Seller not be able to execute the Order due to the lack of the Products or due to other reasons, they shall inform the Buyer to correct the Order. The provisions of Article 3(2) and 3(3) apply to the correction of the Order.
3.4 Deliveries of the Products shall be made at one time or in parts according to the schedule specified in the Order. The date of a single delivery of the Products shall be the date specified in the Order and confirmed by the Seller. If deliveries are made in instalments, the date of delivery of the Products shall be the date specified in the schedule indicated in the Order confirmed by the Seller.
3.5 Should it not be possible to deliver the Products in whole or in part on time, the Seller shall immediately notify the Buyer and agree a new delivery date with the Buyer. The withdrawal (cancellation) of an order always requires a written consent of the Seller.
LOGISTICAL MINIMUM AND INSURANCES.
4.1 The Seller may at any time impose logistical minimums on the value or quantity of Products which must be met by the Buyer in terms of value or quantity.
5.1 The ordered Products shall be handed over and collected by the Buyer at the place indicated in the Order and, if not indicated, at the Seller's warehouse in Białystok.
5.2. Should the Products not be collected by the Buyer within the agreed time, the Seller shall be entitled to charge the Buyer for all costs relating to the storage and delivery of the Products.
5.3 The delivery date of the Products shall be the date of signature of the delivery note and/or consignment note and the accompanying delivery note or product specifications.
All risks and costs relating to the Products shall be transferred upon receipt of the Products, including by the carrier irrespective of who bears the transport costs.
5.4 Ownership of the Products shall be transferred to the Buyer upon payment to the Seller of the entire price of the Products and all charges related to the execution of the Order. Regardless of the transfer of ownership, the Buyer shall bear the entire risk of accidental loss, destruction of the goods in their possession or under their supervision.
Detailed trade terms shall be determined in the Sales Contract each time.
7.1 Unless otherwise agreed by the Parties in writing, on the Polish market the products shall be sold to the Buyer at the prices specified in the Price List valid on the day of sale and available on the website or in an individual commercial offer presented in writing or by e-mail. In non-Polish markets, the Products shall be sold to the Buyer at the prices specified in the Price List dedicated to a given market or in an individual commercial offer presented in writing or by e-mail.
7.2 The Seller reserves the right to change the selling prices of the Products listed in the Price List at any time. The above does not require an amendment to the Sales Contract, but only a notification to the Buyer. The price change shall not apply to Orders placed before the price change that were accepted by the Seller
7.3 VAT at the rate applicable on the date of delivery of the Products shall be added to the prices of the Products indicated in the Price List.
7.4 The price does not include insurance and transport costs, nor any other charges, in particular taxes, duties or any other public or local charges that may be incurred in connection with delivery, unless otherwise stated in the Sales Contract.
7.5 Unless otherwise agreed by the Parties in writing, payment for the delivered Products shall be made before the receipt of the Products.
7.6 The Buyer is entitled to offset receivables against the Seller from the receivables of the Seller against the Buyer resulting from the Sales Contract only if their claims against the Seller result from the Sales Contract and are established by a final and binding decision of a court or other body authorised to settle disputes concerning the claim or have been acknowledged in writing by the Seller.
8.1 The clearance document shall be the invoice issued correctly and in line with generally applicable tax regulations.
8.2 Any payments shall be made in non-cash form by transfer to the Seller's bank account indicated on the invoice. The payment date is the date on which the funds are received in the Seller's bank account.
9.1 The Seller guarantees that the Products sold shall comply with the Product Documentation.
9.2 The data contained in the information on the Products or in other brochures, advertising material, descriptions etc. are based on the current state of knowledge and experience of the Seller. All information is therefore to be seen only as approximate information and not as information on the quality and characteristics of the goods. They do not justify any guarantee of quality, properties or durability. The suitability of the Seller's Products for the intended purpose shall be checked by the Buyer.
9.3 The quality of the Products delivered to the Buyer shall meet the requirements of the generally applicable provisions of Polish law.
9.4 The warranty granted shall be the sole and exclusive liability of the Seller for defects in the Products supplied, whether such liability arises in contract, tort, and whether the liability relates to damage or loss related to or caused by defects in the goods. The Seller shall not be liable to any other extent, even if the extended liability would result from the terms and conditions, declarations, guarantees of the Buyer or other such acts or declarations resulting in an extension of liability whether based on the law or any other legal basis.
9.5 The Parties hereby exclude the warranty for defects in the Products as defined in the provisions of the Civil Code, including Article 609 of the Civil Code.
10.1 The Buyer shall be entitled to complain about the quantity or quality of the Products delivered no later than the following dates:
(a) For complaints regarding the quantity of the Products not in line with the accepted Order - within 5 working days from the date of receipt of the Products
(b) For complaints regarding the quality of the Products not in line with Article 9 - within 60 days from the date of receipt of the Products
(c) The Buyer shall send a complaint protocol to the Seller by post, fax or e-mail within the aforementioned complaint deadline. The Seller shall consider a complaint submitted by the Buyer within 14 days from the date of receipt of the complaint report, of which they shall inform the Buyer by post, fax or e-mail.
10.2 Should the complaint be accepted, the Seller shall supplement the quantity, repair or replace the Product with quality defects with a defect-free Product by supplying the Buyer with an additional quantity of Products based on the accepted complaint at the time of the next Order.
10.3 The initiation of a complaint procedure does not release the Buyer from their obligation to pay the price of the Products covered by the procedure.
Product returns are accepted only in particularly justified cases.
11.2 Only full-quality products from the Seller's current catalogue offer can be returned.
11.3 The Product shall be returned in intact and complete factory packaging.
11.4 The following Products can not be returned:
(a) A non-standard product or a product delivered to the Buyer's special order
(b) A product bought more than 12 months back from the date of the purchase invoice.
11.5 The returned Product should be packed with a clear division into articles.
11.6 The Buyer is required to secure the returned Product for transportation. The Seller shall not be liable for damage to the goods occurring during the transport to the Seller warehouse and resulting from inadequate securing of goods by the Buyer.
11.7 Returned Products not meeting the above requirements shall be returned to the Buyer at the Buyer's expense.
11.8 The party returning the Product is obliged to indicate the sales documents (VAT invoice numbers) based on which the returned Product was purchased.
11.9 Settlement of the refund is made in the form of a corrective VAT invoice issued to the original purchase invoice.
11.10 If it is necessary to repack the returned Products in the Seller's warehouse, the Buyer shall be charged the amount of 10% of the total registered return.
LIABILITY FOR PERFORMANCE OF THE SALES CONTRACT.
12.1 Under no circumstances shall the Seller be liable, whether in contract, tort (including negligence or breach of statutory duty), regardless of the reason for this liability, for: any loss of profit, the benefits of undertaking a business venture, the benefits of concluding a contract, loss of revenue or expected savings, as well as any indirect damage.
12.2 Under no circumstances shall the Seller be liable, whether in contract, tort (including negligence or breach of statutory duty), if the Seller's failure to perform their contractual obligations is due to circumstances connected with the performance of contracts they were obliged to conclude or perform for their own account due to a requirement or instruction from the Buyer regardless of the nature of these circumstances.
12.3 The liability of the Seller towards the Buyer whether under the Sales Contract or under tort (including negligence or breach of statutory obligations) regardless of the reason for such liability shall be limited to the amount of the value of the Product from which the damage claim arises, and if the amount of the damage claim is less than this amount, the Seller shall be liable up to the amount of the damage.
12.4 The limitations of the liability of the Seller shall not constitute an exclusion or limitation of liability for death or personal injury caused by the negligence of the Seller or persons for whom the Seller is responsible.
The Buyer shall treat all information provided by or on behalf of the Seller under or in connection with the Sales Contract as confidential. The Buyer is obliged to keep confidential information secret and not to disseminate such information without the Seller's prior written consent, except where required by law or the relevant authority, and to use confidential information only for purposes related to the performance of the Sales Contract. Any confidential information shall remain the property of the Seller and, upon first request, the Buyer shall return to the Seller all such information made in writing and shall not retain any copy thereof.
14.1 Neither Party shall be liable for any delay and other breaches of performance of the Sales Contract resulting from such delay if the delay is due to causes beyond their reasonable control. In such a case, the Party shall be entitled to extend the time for the performance of the obligations accordingly. In case of Force Majeure (as defined below), the Party that is delayed or suffered damage as a result shall inform the other Party as soon as possible, but in any event within seven (7) days after the occurrence of the Force Majeure specifying the nature of the Force Majeure as well as its approximate duration. Should the Force Majeure last longer than 14 days or is expected to last longer than 21 days, then the Seller shall be entitled to terminate the Sales Contract with effect from the date of such declaration to the Buyer.
14.2 The term Force Majeure shall be understood to include damage or delays caused by laws or regulations as well as ordinances of any Government (de facto or de jure), natural phenomena such as earthquakes and floods, fires, riots, wars, strikes, shipwrecks, embargoes on the carriage of goods or other causes, large-scale shortages of energy supply, unforeseeable and beyond the control of the Parties and which prevent the fulfilment, in whole or in part, of the obligations covered by the Sales Contract.
All solutions subject to protection as Intellectual Property Rights, including trademarks, specifications, drawings, information, moulds, devices, tools and other materials related to the Products and the production process of the Products are and shall remain the property of the Seller or an entity of the Seller's group of companies. The Buyer does not have and shall not acquire any right, title or interest in any Intellectual Property Rights and the sale of Products containing Intellectual Property Rights does not provide the Buyer with any right or title to the Intellectual Property Rights.
The Buyer shall comply with all applicable laws and other regulations and ordinances of governmental authorities applicable in the country whose jurisdiction applies and shall not violate any national or international trade, economic or financial sanctions or embargoes ("Sanctions") applicable to them. The Buyer hereby declares that neither they nor any of their directors, officers, agents, employees or affiliates nor any end user of the Products is subject to any Sanction or is owned or controlled in whole or in part, directly or indirectly, by any party subject to any Sanction. The Buyer hereby declares that they currently have in place and shall ensure that all appropriate procedures, monitoring measures and internal controls are in place during the term of the Sales Contract to ensure compliance with all Sanctions applicable to them. The Buyer hereby declares that they shall not directly or indirectly re-export, resell or otherwise dispose of the Products to any country embargoed under the laws and regulations of the United Nations, the European Union or the United States. Moreover, the Buyer confirms that the Products shall not be used for activities that involve the design, development, production, use or storage of nuclear, chemical, biological weapons or missiles.
The Sales Contract shall be governed by and construed in line with Polish substantive law, excluding the conflict of law rules and provisions of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980.
RULES ON DISPUTE SETTLEMENT. JURISDICTION OF THE COURTS.
Any disputes and claims arising from the Sales Contract, including any disputes relating to its breach, termination or invalidity, failure to perform or improper performance of the Order, failure to perform or improper performance of warranty obligations, which have not been resolved amicably by the Parties, shall be resolved by the Polish common courts having jurisdiction over the Seller.
19.1 Subject to Article 1(4) and Article 7(2) of the GSC, the Sales Contract may be amended or supplemented in whole or in part at any time in writing under pain of nullity by means of a written annex signed by persons authorised to represent the Parties.
19.2 The Buyer shall not assign any or all of their rights or obligations under the Sales Contract to a third party without the prior written consent of the Seller.
19.3 Should any provision of the Sales Contract be held invalid or unenforceable by a court of competent jurisdiction in any jurisdiction, then such provision shall be replaced by an alternative provision which is closest in scope, effect and enforceability to the original provision, and such invalidity or unenforceability shall not render the remaining provisions of the Sales Contract invalid or unenforceable and they shall continue in full force and effect.
19.4 By placing an Order, the Buyer represents and warrants to the Seller that they have the full right and authority to conclude this Sales Contract, all necessary actions of the competent authorities of the Buyer have been taken to approve the conclusion and implementation of this Sales Contract, there are no contractual obligations or other obligations that would prevent the Buyer from signing or performing this Sales Contract.
19.5 Unless the GSC do not expressly provide otherwise, all notices and correspondence of the Parties to the Sales Contract shall be delivered to the Seller to the address indicated in Article 1.2(c) of the GSC, and to the Buyer to the address indicated in the Order. Any correspondence, notices or any other notifications or declarations in writing sent by a Party to the other Party by registered mail to the last address of correspondence provided by such other Party in line with the Contract shall be deemed effectively delivered to the other Party, and the date of delivery shall also be the date of expiry of the deadline for receipt of the mail from the first delivery of the registered mail sent to the last address of correspondence provided by the other Party or return of the mail by the post office with the annotation "addressee unknown" or similar.
19.6 Should the Buyer be provided with the GSC by the Seller in a language other than that in which the Sales Contract was concluded (contract language), this shall only serve to facilitate understanding. In case of differences in interpretation, the text in the language of the contract shall prevail.
Annex 1 to the General Sales Conditions of Kan sp. z o.o.
1. The Controller of the personal data of Buyers - natural persons conducting business activity - is KAN sp. z o.o. ul. Zdrojowa 51, 16-001 Kleosin.
2. You can contact personal data inspector of KAN sp. z o.o. under this e-mail address: [email protected]
3. The personal data disclosed to the Controller shall be processed solely for the purpose of executing the sales contract and asserting claims arising from the Contract.
4. The personal data provided by Buyers shall not be transferred to other recipients or to a third country.
5. The personal data provided shall be stored for the duration of the contract, as well as for the duration of the contractual claim.
6. Buyers who provide their personal data have the right of access to the data content, the right to rectification, erasure, restriction of processing, the right to data portability, the right to object to processing.
7. Data subjects also have the right to lodge a complaint with the President of the Data Protection Authority if they consider that the processing of their personal data by the Seller violates the General Data Protection Regulation of 27 April 2016. (GDPR).
8. The personal data of Buyers shall be processed automatically, also in the form of profiling. Automatised decisions shall be made using a human factor and in keeping the principles of transparency, legality and adequacy to assess some of personal factors, such as product preferences, financial situation, tendencies, and the consequence of such processing shall be adjusting the offer to potential needs of the Buyers.
9. Any provision of personal data by the Buyers is voluntary but necessary for the conclusion and performance of the Contract.
The General Sales Conditions of KAN Sp. z o.o. are applicable as of 23/11/2018.