Art. 1 – Premise
- These General Conditions of Sale apply to all sales contracts under which Helkra Sp. z o.o. sells its products to entrepreneurs (hereinafter referred to as the Purchasers).
- Placing an order by the Purchaser and its acceptance by Helkra Sp. z o.o. is tantamount to the conclusion of the contract, under the conditions set out in these General Conditions of Sale, unless the arrangements between the parties stated in writing show that separate arrangements apply to the transaction.
Art. 2 – Conclusion of the contract, acceptance of the order
- The sales contract is effectively concluded when Helkra Sp. z o. o. confirms the acceptance of the Purchaser’s order submitted once upon receipt of commercial information or submitted under a long-term contract.
- Confirmation of the order is sent by the same way as the order was placed by the Purchaser (including by fax or email) no later than 10 (ten) working days after receipt of the order. In the case of its absence, the order is considered as not accepted for execution, and the sales contract is not concluded.
- Each change of the order requires for its effectiveness the acceptance of both Helkra Sp. z o. o., and of the Purchaser, subject to paragraph 4.
- If in the confirmation of order acceptance Helkra Sp. z o.o. indicates the range of tolerance regarding differences in the quantity of goods covered by the contract of sale, no objection of the Purchaser regarding the tolerance within 3 days from the receipt of the confirmation of the order, is considered as its acceptance and in the event of differences in this respect the Purchaser will not be entitled to any claims.
Art. 3 – Technical drawings, product specification
- Functional product parameters in the form of their nominal values and tolerances are indicated in the product specification, including in the technical drawings that constitute part of the specifications provided by Helkra Sp. z o.o., and attached to product information or to the offer.
- Any changes to the specification, including drawings, referred to in paragraph 1, may be introduced by agreement of the parties or its introduction may result from the production needs of Helkra Sp. z o.o. at any time.
- In the case of changes, referred to in paragraph 2, resulting from the production needs of Helkra Sp. z o.o., no objection of the Purchaser to changes within 3 days from the date of receipt of information about the need for changes, is considered as their acceptance and in the event of any differences in this respect, the Purchaser will not be entitled to any claims.
- Helkra Sp. z o.o. is liable to the Purchaser only for the product’s compliance with the values indicated in the drawings referred to in paragraph 1.
- Helkra Sp. z o.o. is not responsible for the suitability of the product for use in a manner planned by the Purchaser, unless it accepts this responsibility directly in the confirmation of the order, which will detail the Purchaser’s intended use of the product.
Art. 4 – Prices / Payments
- Product prices indicated in the order and confirmation of the order are net prices, incorporate the EX WORKS rule with modifications resulting from art. 5 and do not include any additional fees and public law charges, in particular they do not include VAT, packaging costs, transport costs, installations, customs duties.
- Payment should be made according to conditions determined by the parties within the procedure of submitting and accepting the order referred to in art. 2.
- In the event of a Purchaser’s delay in payment in respect of any order, Helkra Sp. z o. o. has the right to suspend with immediate effect the execution of all other accepted orders of the Purchaser, and the dates of accomplishment resulting from them are extended by the period of suspension resulting from a delay in payment.
- In the event of suspension of orders in accordance with paragraph 3, the Purchaser will not be entitled to any claims against Helkra Sp. z o.o.
- The date of payment is the date of crediting the account of Helkra Sp. z o.o. in the amount resulting from the full value of the order.
Art. 5 – Shipping – Transport – Delivery
- The EX WORKS rule applies for the transport of products.
- The EX WORKS rule also applies if the parties agree that it is Helkra Sp. z o. o. that chooses the carrier and makes an appropriate agreement with him.
- In the case referred to in paragraph 2, Helkra Sp. z o. o. chooses the carrier and concludes a contract with him if possible, taking into account Purchaser’s preferences in this respect, and the Purchaser will reimburse to Helkra Sp. z o. o. any costs incurred in connection with the conclusion of this contract.
- In the case referred to in paragraph 2 the risk related to the delivery of goods passes to the Purchaser when the goods are handed over to the carrier.
Art. 6 – Responsibility of Helkra Sp. z o.o.
- Helkra Sp. z o. o. is liable for non-performance or improper performance of obligations under the sales contract on the basis of intentional fault.
- Any discrepancies in quantity, type and quality in relation to the ordered products must be reported within 8 (eight) days from the date on which the products were delivered to the Purchaser. If, by the date specified in paragraph 2 the Purchaser does not report discrepancies in the quantity, type and quality, it will be considered that the products have been accepted by the Purchaser to the full extent.
- Helkra Sp. z o. o. is responsible under the warranty for the fact that its product at the time of passing the risk to the Purchaser in accordance with art. 5, is in accordance with the Purchaser’s order, subject to art. 3, and free from defects.
- Under the warranty, Helkra Sp. z o. o. ensures that the products will operate properly for a period of 12 (twelve) months from the date of production indicated on the individual delivered products, subject to art. 3 and on condition that its usage is in accordance with the instructions.
- Under the warranty, the Purchaser is only entitled to claim for a repair of the product or its replacement with a new one. Each time, it is Helkra Sp. z o. o. that under the warranty decides about the method of claim settlement, as well as, instead of satisfying the claims referred to in the preceding sentence, may at its own discretion, reimburse to the Purchaser remuneration for defective products, which will exhaust all claims of the parties under the contract of sale, subject to paragraph 6.
- Products recognized by Helkra Sp. z o. o. as defective will be collected by it or by a third party appointed by it, at the expense of Helkra Sp. z o. o.
- Helkra Sp. z o.o. is not responsible for defects and product malfunctions caused by improper assembly, improper maintenance and use of the product, in particular non-compliance with the operating instructions and technical requirements of the product.
Art. 7 – Force majeure
- In the case Helkra Sp. z o.o. is unable to fulfill the contract due to force majeure or for circumstances without any fault on its part, the delivery times are automatically extended for a period equivalent to the duration of the effects of such causes.
- Helkra Sp. z o. o. will notify the Purchaser immediately about the occurrence of the causes referred to in paragraph 1.
- If the circumstances referred to in paragraph 1 last longer than 4 months, both parties may request a termination of the contract and in such a case Helkra Sp. z o.o. will reimburse to the Purchaser any advance payments received, after deduction of costs incurred in connection with the contract.
Art. 8 – The applicable law
- In matters not covered by this contract, the generally applicable provisions of law in Poland shall apply.
- If any of the provisions of these General Conditions of Sale turns out to be invalid or ineffective, the remaining provisions shall remain in force, and the invalid or ineffective provisions shall be replaced by the parties in accordance with their common will or shall be supplemented by generally applicable laws in Poland.
- If these General Conditions of Sale are prepared in two language versions, the version in Polish will always be the decisive one.
Art. 9 – Controversy
- The Parties undertake to make efforts to resolve any disputes arising from the sales contact in an amicable manner.
- In the event of a conflict not being resolved in the manner specified in paragraph 1, the competent court for resolving disputes arising from the sales contract will be the competent court according to the registered office of Helkra Sp. z o. o.