#1
1. These General Terms and Conditions of Sale (hereinafter referred to as the GTCS) define the rules for concluding contracts for the sale of goods, whose manufacturer and seller is ARCHANTIS SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ with its registered office in Tamka 16, 91-403 Lodz, Poland registered in the National Court Register under KRS number 0001056835.
2. The GTCS is an integral part of all sales contracts concluded by ARCHANTIS SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ including contracts concluded in the form of a written order, offered to the entity that makes the purchase.
3. The GTCS are available to the Buyer before concluding the contract in writing at the registered office of the Company or on the website www.archantis.com.
4. These GTCS are a contractual regulation binding the parties in the sale of goods. The Parties exclude the use of other contractual templates (general contract terms, conditions of sale, contract templates, regulations, etc.) used or determined by the Buyer.
5. The provisions contained in these GTS may be changed only in writing under pain of nullity. The conclusion of a separate sales contract excludes the application of these GTS only to the extent regulated otherwise therein.
6. Different arrangements between the parties agreed and confirmed in writing shall prevail over the provisions of the GTCS.
7. The provisions of this document do not apply to sales contracts concluded with the consumer.
#2
1. The terms used in this document mean: Seller - ARCHANTIS SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ at
ul. Tamka 16, 91-403 Lodz, Poland registered in the National Court Register under the number 0001056835, NIP: 7282852188, REGON: 388809590
2. Buyer - a legal person, an organizational unit without legal personality, a natural person conducting business activity.
3. Payment date - the day on which the payment for the goods becomes due.
4. Product, goods - movables, services, goods to be sold under a sales contract between the Seller and the Buyer.
5. Order - an offer to purchase products made by the Buyer in writing, delivered in person, by letter, courier, fax or e-mail, containing at least: name of the ordered product, quantity, Buyer's data, necessary to issue a VAT invoice and company details, contact details, method, date and place of receipt of ordered products.
6. Confirmation - a written statement of the Seller about the acceptance of the order, submitted to the buyer after receiving it, specifying at least the price of the goods, the total value of the ordered goods, the date of completion, place and conditions of delivery/collection and payment terms.
#3
1. Information posted on the Seller's website, catalogues, brochures, leaflets, advertisements and other publications - do not constitute an offer within the meaning of the Civil Code, even if they include a price. Publications concerning the products offered by the Seller are for information purposes only, while the patterns and samples issued by the Seller are for illustrative and exhibition purposes. Detailed technical data provided in publications may change at any time, including due to the constant changes taking place in the textile industry.
2. Before making a purchase, the Buyer should read the Seller's commercial offer and exercise due diligence in choosing the ordered product. The Seller shall not be liable for the Buyer's choice, purpose or application of the products purchased from the Seller.
3. The Seller's products are delivered in accordance with the basic requirements of the indicated standards and technical specifications. Additional requirements should be explicitly agreed and recorded in the order confirmation.
4. Unless the Parties agree otherwise, a quantitative tolerance of +/- 10% is allowed for each item and the entire order.
5. The Buyer's order should contain the following data:
a. Buyer's name - along with an indication of the exact address,
b. NIP number or equivalent,
c. Indication of the offer number, if applicable,
d. Specifying the indicated goods with a trade name or alphanumeric symbol from the offer,
e. Quantity of the ordered goods
f. Date, place and conditions of delivery/collection of goods.
6. The condition for the effective conclusion of the sales contract is placing an order by the Buyer and a written confirmation of the order by the Seller (in the form of e-mail or letter). Written confirmation of the order means that the Seller has received the order and accepted it for execution. Placing an order by the Buyer does not bind the Seller, and the lack of his response does not mean tacit acceptance of the order.
7. The Seller may withhold the sale in the event of doubts as to the veracity of the data contained in the documents referred to in §3 section 2 of the GTCS. 8. Cancellation of the order by the Buyer is allowed only in exceptional situations after prior written agreement on the terms of canceling the order with the Seller. The Seller reserves the right to charge the Buyer with the actual costs that arose until the cancellation - not greater than the value of the order.
9. If the Seller was unable to perform the service due to force majeure, the Buyer shall not be entitled to any claim for compensation for damages resulting from non-performance or untimely performance of the contract. Events referred to as force majeure include, among others: war, military operations, fire, flood, strike, embargo, suspension of foreign exchange transfer, restrictions resulting from the provisions of the energy law.
§ 4
1. In the event of different arrangements between the parties, the price of the goods is the price resulting from the order confirmation.
2. The prices provided by the Seller are always net prices, to which VAT will be added according to the rates applicable on the date of issuing the invoice.
3. Unless otherwise agreed, the EXW (INCOTERMS 2010) shipping rules apply while maintaining the Seller's standard packaging.
4. The buyer is obliged to collect the goods in accordance with the concluded sales contract. Changing the date of receipt of the product requires the Seller's consent.
5. The Buyer is not entitled to claims against the Seller related to the parking of the car before and after loading.
6. The Seller has the right to refuse to release the products to a person who does not have the appropriate authorization of the Buyer or has not presented an identity document.
7. The Buyer is obliged to pay the amount due for the sale of goods within the period indicated in the invoice without making any deductions.
8. The date of payment is considered to be the date of crediting the payment to the Seller's bank account, specified on the invoice, or the date of payment in cash.
9. If the Buyer fails to make the payment within the prescribed period, the Seller is entitled to:
a. calculate and demand payment of statutory interest for each day of delay,
b. requests for prepayment for goods from subsequent orders already accepted for execution,
c. making all invoices or bills which payment dates have not yet expired immediately due and payable.
4. Unless the parties agree otherwise, the payment for the ordered goods is made without deductions and compensation of counterclaims.
5. Filing a complaint does not release the Buyer from the obligation to pay for the goods within the agreed period.
#5
1. The Seller is not liable for any losses, damages or costs (direct or indirect) resulting from the Buyer's claims for errors in delivery or delays caused by the logistics operator.
2. The delivery dates resulting from the arrangements between the parties may change in the event of events for which the Seller is not responsible.
3. If the Buyer extends the agreed delivery date or if the goods are not accepted, the Seller has the right to charge the Buyer with transport costs and storage costs in the amount of 0.1% of the sales value for each day of storage.
4. If the delay in collecting the goods exceeds two weeks or if the Buyer refuses to accept the goods, the rules set out in paragraph 3 section 5 shall apply.
5. Upon initiation of bankruptcy or composition proceedings against the Buyer, the Buyer is obliged to mark the goods in a manner indicating the existence of a reservation of ownership in favor of the Seller. In the event of seizure of the goods owned by the Seller in the course of enforcement proceedings directed against the Buyer's property, he is obliged to immediately inform the Seller of this fact and cooperate in the implementation of his rights against the entity making the seizure of the goods within all available means. The Buyer, at the request of the Seller, is obliged to immediately provide any information on where the goods subject to retention of title are stored.
#6
1a. The Seller grants a guarantee for its products. The warranty period is 12 months from the date of sale, with the proviso that in each case the liability under the warranty ceases when the product is processed.
1b. The warranty is granted only to the Buyer who processes the products for his own needs. Complaints for products not purchased directly from the Seller will not be considered.
2a. Before processing, it is the Buyer's responsibility to check the quality of the purchased products. If the total quantity of the product purchased consisted of smaller batches marked with a different LOT number or serial number or production date, it is the Buyer's obligation to test the quality of each such batch separately. Simultaneous use of different production batches of the delivered products or batches from different deliveries by the Buyer in the processing process to produce one product results in the loss of the right to the warranty.
b. The warranty does not cover damage and defects of products resulting from incorrect or inconsistent processing of products, handling, storage or activities unrelated to the processing of products by the Buyer or by other persons to whom the Buyer entrusted the purchased products.
3. Each complaint must be made in writing. Together with the complaint, the Buyer is obliged to provide documentation regarding the purchase, describe the problem that is the basis for submitting the complaint, and provide samples of the goods under complaint. It is necessary to unquestionably prove that the questioned product as well as the product manufactured by the Buyer comes from the Seller. If, during processing, the Buyer was in possession of a similar product from another supplier, the Buyer is obliged to present warehouse and production documents for a given product confirming the legitimacy of making a claim to the Seller.
4. All delivered samples of goods will be analyzed by the buyer in order to determine the legitimacy of the complaint.
5. In the case of the sale of yarns, the Seller will not accept any complaints due to the level of contamination (the so-called "contaminations"), if the yarn sold was not marked as "contamination free" or "contamination free".
6. The warranty does not cover any products made of knitted fabrics, fabrics or other types of materials manufactured by the Buyer, which were made of these materials for the production of which products purchased from the Seller were used.
7. The warranty does not cover the case in which the Buyer knew about the defect of the product at the time of its release.
8. In the event of detecting a defect and intending to submit a complaint, the Buyer is obliged to refrain from processing the products until the complaint is considered by the Seller. Violation of this obligation results in the loss of warranty rights and release of the Seller from warranty obligations.
9. Any liability of the Seller under the warranty specified in art. 556-576 k.c. as well as on the basis of any other legal title not specified in this agreement, is excluded.
10. The Seller's liability for damages is limited to actual damage not exceeding 100% of the net value of the order.
11. The Seller's liability for lost profits is excluded.
12. The Seller's liability for any damage caused by defective goods is limited by the decision of the Seller's insurer on the scope of the damage recognition.
#7
By accepting these GTS, the Buyer agrees to the processing of his personal data by the Seller and entities acting on his behalf, in connection with the performance of contracts for the sale of goods offered by the Seller.
#8
The Buyer may not, without the consent of the Seller, transfer knowledge and information obtained as a result of commercial contacts with the Seller to third parties in matters covered by trade secrets.
#9
1. The Seller reserves the right to amend the GTCS for an important reason, which is:
a. the need to adapt the GTS to legal provisions that directly affect these GTS and result in the need to modify the GTS in order to comply with the law;
b. the need to adapt the GTCS to recommendations, orders, rulings, resolutions, interpretations, guidelines or decisions of authorized public authorities;
c. changing the technical conditions for the provision of electronic services or changing the process of concluding contracts,
d. the need to remove ambiguities, errors or typographical errors that would possibly occur in the GTCS;
e. change of contact details, names, identification numbers, electronic addresses or links included in the GTCS;
f. improving customer service.
2. The amended GTS will be made available on the Seller's website.
3. The change of the GTS will not affect orders placed before such a change, which are carried out under the existing rules.
#10
1. The law applicable to OSW is Polish law.
2. The texts of the contract and GTS in Polish are the original version.
3. In matters not covered by these GCS, the provisions of the Civil Code shall apply.
4. The invalidity of individual provisions does not affect the validity of the remaining provisions of the GTCS.
5. The parties will strive to amicably settle any disputes arising in connection with the performance of contracts covered by these terms and conditions. If it is impossible to settle the matter amicably, the competent court to settle the dispute will be the court competent for the seat of the Seller.