I. GENERAL PROVISIONS, SCOPE OF APPLICATION
1.1. The following conditions apply to each sales agreement and each delivery of commercial goods made between the Seller and the Buyer (hereinafter: Sales Terms). These conditions apply to the parties in all subsequent transactions, regardless of their subject.
1.2. Conditions inconsistent with the provisions below do not bind the Seller, even if not explicitly denied by the Seller. Such conditions bind the Seller only if he expressly agrees in writing to different arrangements of mutual rights and obligations. Errors and obvious mistakes are not binding on the parties. In particular, the acceptance and application of any other agreements, clauses, and conditions, including notes from the Buyer on the Order and any “general purchasing conditions” of the buying party, are excluded. Such conditions are considered not agreed upon between the parties.
1.3. Seller’s sales conditions apply only to entrepreneurs within the meaning of Article 431 of the Polish Civil Code in current and future commercial relationships for all future business dealings with the Ordering Party.
II. OFFER AND TERMS OF CONTRACT, RESERVATION REGARDING CHANGES AND COPYRIGHT
2.1. The list of goods offered by the Seller is available on the website www.preservatech.com and in all materials and commercial information of the Seller, such as photos, drawings, and technical parameters, available or sent to the Buyer. The list of goods, as well as catalogs, price lists, and other information addressed to customers, do not constitute an offer within the meaning of Article 66 of the Civil Code. Any information about the goods for sale is an invitation to make offers. The Seller reserves the right to refuse the execution of the order without giving a reason.
2.2. An offer within the meaning of Article 66 of the Civil Code is the placing of an order by the Buyer. The Buyer places orders in writing by email.
2.3. The conclusion of a sales contract between the parties occurs upon the Buyer’s receipt of the Seller’s written confirmation of accepting the order for execution or the execution of the delivery by the Seller, or, in the case of an offer made by the Seller, at the time of the Buyer’s acceptance of the offer.
2.4. The Seller confirms in writing the receipt of the order for execution, specifies the quantity of the ordered goods with their symbol and catalog number, proposed terms and conditions of payment, as well as the delivery date and place of the goods or informs the Buyer of the impossibility of fulfilling the order.
2.5. In informing about the impossibility of fulfilling the order placed by the Buyer, the Seller may propose different conditions for fulfilling the order by necessary limitation or extension of its size or propose other changes compared to the content of the order. A proposal for different conditions for fulfilling the order than the content of the order placed by the Buyer is considered an offer.
2.6. The Seller’s goods are delivered in packaging determined when placing the order.
2.7. Sales representatives of the Seller act only within the scope of the powers granted to them. The Seller is not liable for the actions of its employees exceeding the scope of the powers granted to them.
2.8. The Seller reserves the right to technical changes in its goods whenever such changes serve technological progress or are necessary due to other circumstances or are beneficial to the Buyer.
2.9. Photos, drawings, calculations, and other technical documentation (hereinafter: the work) related to goods offered by the Seller are the exclusive property of Preservatech Europe sp. z o.o. Using or disposing of the work without the explicit written consent of Preservatech Europe sp. z o.o. is inadmissible and prohibited.
III. PRICE AND PAYMENT TERMS
3.1. Prices given in catalogs, commercial information, and advertising materials are non-binding for the Seller.
3.2. Prices given in catalogs, offers, confirmations are net prices. Unless otherwise agreed, the net price is understood as the factory price of the product, including the cost of packaging commonly used in trade, excluding value-added tax. The Seller issues an invoice, increasing the net price by the amount of value-added tax at the VAT rate applicable on the date of issuing the invoice.
3.3. The Supplier adds shipping costs in a separately agreed amount to the invoice.
3.4. VAT invoices confirming the concluded sales contract are issued by the Seller upon receipt of payment from the customer based on the pro forma invoice and are sent by email with the consent of the Ordering Party or by mail to the delivery address specified in the agreement.
3.5. By entering into a sales or delivery agreement based on these Sales Terms, the Buyer agrees to the issuance of the VAT Invoice by the Seller in electronic form and its transmission to the Buyer by email. Lack of consent is considered only the Buyer’s explicit objection expressed in writing.
3.6. Invoices issued by the Seller become due and payable on the date specified on the invoice. The Seller may grant the Buyer a deferment of payment, in particular, by granting a payment deadline. The Seller may demand from the Buyer a prepayment or security in the form of a bank guarantee or insurance.
3.7. In the case of a default in payment, the Seller is entitled to demand statutory interest on the amount due.
3.8. In the event of a significant change in the Buyer’s financial situation after the conclusion of the sales contract, and in particular in the case of actions or omissions of the Ordering Party that may raise reasonable doubts about the Buyer’s solvency, the Seller may demand immediate payment for the goods delivered, refuse to execute orders, demand prepayment for the ordered goods, demand payment for the goods delivered regardless of the original payment date, suspend the implementation of existing orders or demand additional security for claims.
3.9. The Buyer may not offset claims against the Seller’s receivables, except for claims recognized by the Seller or confirmed by a final court decision.
3.10. If the Seller agrees to a partial payment or payment in installments, and the Buyer delays payment of any installment, the entire outstanding debt becomes due and payable.
3.11. The Buyer is not entitled to any deductions or discounts from the purchase price, unless the parties agree otherwise in writing.
IV. DELIVERY TERMS, TRANSFER OF RISK
4.1. Unless otherwise agreed, the place of performance is the Seller’s warehouse.
4.2. Delivery is made by the Seller’s employees or a carrier. The choice of the carrier is at the Seller’s discretion.
4.3. The risk of accidental loss or damage to the goods passes to the Buyer upon delivery of the goods to the carrier, or in the case of personal collection of the goods by the Buyer – upon making them available.
4.4. The delivery time is counted from the date of sending the order confirmation by the Seller. In the absence of an order confirmation, the delivery time is counted from the date of the conclusion of the agreement.
4.5. The delivery time may be extended by the time necessary for the Buyer to provide the necessary documents, permits, approvals, etc., and by the time of suspension of the execution of the order as a result of actions of state authorities.
4.6. The Buyer is obliged to accept the goods immediately upon their delivery. In the event of refusal to accept the goods, the Seller may set an additional period of time for acceptance, not shorter than 7 days, with the declaration that after the ineffective expiration of the additional period, the Seller may withdraw from the agreement.
4.7. The Buyer is obliged to inspect the delivered goods within a reasonable time, but not later than within 14 days from the date of delivery. In the case of discovering defects or non-compliance of the goods with the agreement, the Buyer is obliged to immediately notify the Seller in writing, but not later than within 7 days from the date of discovery.
4.8. If the Buyer refuses to accept the goods, does not accept them within the additional period specified in point 4.6, or does not inspect the goods within the period specified in point 4.7, the Seller may withdraw from the agreement and demand compensation for non-performance.
V. RESERVATION OF OWNERSHIP
5.1. The delivered goods remain the property of the Seller until full payment of the invoice is made.
5.2. The Buyer is obliged to mark the goods as the property of the Seller and to inform the persons with whom he intends to dispose of the goods about the Seller’s ownership rights.
5.3. The Buyer bears the risk of accidental loss or damage to the goods from the moment of their delivery until the transfer of ownership.
5.4. In the event of late payment, the Seller is entitled to demand the return of the goods immediately.
5.5. In the event of the Buyer’s default in payment, the Seller may, after setting a reasonable additional period of time, withdraw from the agreement.
VI. COMPLAINTS
6.1. The Seller is responsible for defects in the delivered goods in accordance with the warranty.
6.2. The warranty period is 12 months from the date of delivery.
6.3. In the event of a defect, the Buyer has the right to submit a complaint.
6.4. The complaint should be submitted in writing, specifying the Buyer’s data, the description of the defect, and the circumstances of its occurrence.
6.5. The Seller will consider the complaint within 14 days from the date of its receipt.
6.6. If the complaint is accepted, the Seller will remove the defect or deliver a defect-free item.
6.7. The Buyer is not entitled to withdraw from the contract or reduce the price in the event of a defect.
VII. LIABILITY
7.1. The Seller’s liability under the warranty is excluded in cases of defects resulting from the Buyer’s fault, in particular, as a result of improper use, storage, or interference by unauthorized persons.
7.2. The Seller is not liable for any damage caused by the goods to the Buyer’s other goods.
7.3. The Seller is not liable for damage resulting from the use of the goods for purposes other than those specified in the technical documentation.
7.4. The Seller is not liable for damage resulting from the use of the goods in conflict with the law or good customs.
VIII. FORCE MAJEURE
8.1. Neither party shall be liable for any failure to perform its obligations under these Terms to the extent that such failure is due to force majeure.
8.2. Force majeure means any external event that could not have been foreseen, avoided, or eliminated, including but not limited to: natural disasters, war, acts of terrorism, government actions, strikes, riots, and other similar events.
8.3. The party affected by force majeure is obliged to immediately notify the other party of the occurrence of such circumstances and to take all reasonable measures to minimize the consequences of force majeure.
8.4. If the force majeure event lasts for more than 30 days, either party may terminate the agreement without the obligation to pay damages.
IX. FINAL PROVISIONS
9.1. These General Terms of Sale enter into force on [date] and apply to all sales contracts concluded after that date.
9.2. The Seller reserves the right to amend these Sales Terms. Amendments to the Sales Terms are effective upon their publication on the Seller’s website.
9.3. All disputes arising out of or in connection with these Sales Terms or the sales contracts concluded on their basis shall be settled by the competent court having jurisdiction over the Seller’s registered office.
9.4. The law applicable to the sales contracts concluded on the basis of these Sales Terms is Polish law.
9.5. In matters not regulated by these Sales Terms, the provisions of Polish law, in particular, the Civil Code, shall apply.