General Terms and Conditions of Sale

The General Terms and Conditions of Sale of 01 April 2020 in force at KLIMAS Spółka z ograniczoną odpowiedzialnością with its registered seat in Kuźnica Kiedrzyńska, 135/137 Wincentego Witosa Street, Kuźnica Kiedrzyńska, 42-233 Mykanów, entered in the Register of Entrepreneurs of the National Court Register under No. 0000168164, NIP 5732408654, REGON 151544639.

​§ 1. DEFINITIONS.

  1. The terms used in these general terms and conditions of sale shall be understood as follows:
    • Administrator – shall mean the Buyer or the person authorised on behalf of the Buyer to place Orders and manage the account of a given Buyer on the B2B Platform.
    • Business Days – shall mean any day falling between Monday and Friday, with the exception of public holidays;
    • Confidential Information – shall mean information contained in the Contract or the Order, such as technical, technological, financial, commercial, legal and organisational data of the Seller or other information of economic value relating to the Seller, in particular information constituting a trade secret of the Seller’s enterprise, in addition, such information as pricelists, the amount of discounts granted to the Buyer, the value of granted trade credit, the value of the Order, the Buyer’s account data – the disclosure or use of which in a manner contrary to the provisions of these GTCS infringes or may infringe the Seller’s interest or cause or threaten to cause damage to the Seller;
    • Civil Code – shall mean the Civil Code of 23 April 1964 (Journal of Laws No. 16, item 93, as amended);
    • Buyer – shall mean any entity, with the exception of a consumer within the meaning of Article 221 of the Civil Code of 23 April 1964 (Journal of Laws No. 16, item 93, as amended), which engages in cooperation with the Seller in the course of its business or professional activity;
    • Materials – shall mean any and all information, documents, pricelists, materials, drawings, instructions, regulations, guidelines, technological or technical data, as well as their copies, which shall be prepared by the Seller for the Buyer or provided to the Buyer in any form and on any data carrier in connection with the Contract or in connection with the offer to conclude the Contract;
    • GTCS – shall mean these general terms and conditions of sale;
    • B2B Platform – shall mean the online sales platform for the Products made available by the Seller to potential Buyers, operated by the Seller under the web address https://www.e-klimas.com, which after registration may be used only by entities conducting business activity registered in the National Court Register or in the Central Register and Information on Business Activity.
    • Products – shall mean all catalogue, pricelist and individual Products sold by the Seller, which are included in the Seller’s commercial offer and which constitute the subject of the Contract between the Seller and the Buyer;
    • Collection Protocol – shall mean a document specifying in particular the date and place of collection of the Products, a description of the Products (including the type of the Products), the quantity of the Products and the Buyer’s designation;
    • Regulation – shall mean Regulation 2016/679 of the European Parliament and of the Council (EU) of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation);
    • Force Majeure – shall mean an external and sudden event, which (in the exercise of due diligence by the Parties) cannot be prevented and which cannot be foreseen (which also includes a low probability of being preventable or foreseeable), preventing or hindering the performance of the Contract in whole or in part;
    • Seller – shall mean KLIMAS Spółka z ograniczoną odpowiedzialnością with its registered seat in Kuźnica Kiedrzyńska, 135/137 Wincentego Witosa Street, Kuźnica Kiedrzyńska, 42-233 Mykanów, entered in the Register of Entrepreneurs of the National Court Register under No. 0000168164, NIP 5732408654, REGON 151544639, with share capital of PLN 1,200,000.00;
    • Parties/Party – shall mean the Seller and the Buyer jointly or each individually;
    • Contract – shall mean the agreement of cooperation, sale, delivery or any other agreement concluded between the Seller and the Buyer in written or electronic form and concerning the Products offered by the Seller;
    • Order – shall mean a written or electronic declaration of acceptance of an offer to conclude a Contract or a declaration of submission of a new offer to conclude a Contract submitted by the Buyer to the Seller;

​§ 2. GENERAL PROVISIONS.

  1. These GTCS define general principles of cooperation between the Parties within the scope of sale of the Products offered to the Buyer by the Seller.
  2. These GTCS constitute an integral part of each offer, pricelist and Contract concluded by the Seller with the Buyer, and undertaking cooperation with the Buyer within the scope of sale of the Products and conclusion of the Contract shall at the same time constitute acceptance of these GTCS.
  3. To all Contracts concluded between the Seller and the Buyer, these GTCS shall apply exclusively. By virtue of these GTCS, the Parties exclude application of any general terms and conditions of agreements, regulations for provision of services, execution of deliveries or performance of works, pricelists, tariffs or other similar regulations applied by the Buyer. Any deviations from the provisions of GTCS require a written form under pain of invalidity.
  4. These GTCS are communicated to the Buyer at the latest when the Order is placed by the Buyer to the Seller. Provision of these GTCS to the Buyer is also deemed to be disclosure of these GTCS on the Seller’s website www.wkret-met.com/pl/OWS and on the B2B platform www.e-klimas.com/OWS, as well as placed by the Seller in the footers of emails sent from the Seller’s electronic mail.
  5. For the avoidance of doubt, the Parties agree that the persons conducting (exchanging) correspondence or information on behalf of each of the Parties concerning the performance of the sale of the Products offered by the Seller are authorised to conclude the Contract on behalf of the Parties.
  6. Pursuant to the content of Article 4c of the Act on Prevention of Excessive Delays in Commercial Transactions of 8 March 2013 (Journal of Laws of 2013, item 403 as amended), the Seller declares that it has the status of a large entrepreneur within the meaning of the said Act.

​§ 3. TERMS AND CONDITIONS OF SALE OF THE PRODUCTS.

​General provisions.

​Specific provisions for orders placed on the B2B Platform.

  1. The Seller undertakes to sell Products to the Buyer under the terms and conditions of the current offer or the pricelist provided by the Seller, subject to the following provisions.
  2. The Seller undertakes to carry out the sale of the Products on the basis of an Order submitted to the Seller by the Buyer in writing at the Seller’s premises or sent by post with return receipt, or electronically, to the following addresses:
    1. https://www.e-klimas.com (website address) – for Orders placed on the B2B Platform;
    2. zamowienia@wkret-met.com (e-mail address) – for Orders placed electronically;
    3. at the Seller’s authorised showroom (addresses available at: https://www.wkret-met.com/pl/kontakt/sklepy-firmowe) – for Orders placed in person at the Seller’s premises.
  3. The Order must contain detailed parameters concerning the ordered Products, such as: their type, dimensions, quantity, information whether the Products are to be delivered to the Buyer or whether they will be collected personally from the Seller’s warehouse, place of delivery/collection, as well as the proposed date of delivery/collection of the Products. The minimum total value of a single Order shall not be less than PLN 150.00 net.
  4. The Order placed by the Buyer and accepted by the Seller by sending to the Buyer electronically, within 3 Business Days from the date of receipt of the Order from the Buyer, a notice of acceptance of the Order is tantamount to the conclusion of the Contract and provides the basis for the Seller to proceed with the performance of the Contract. The Seller may make acceptance of the Order conditional upon prior payment by the Buyer of an advance payment in a specified amount or expressed as a percentage of gross value of the Order. The Seller’s failure to notify the Buyer of acceptance of an Order submitted by the Buyer within 3 Business Days from the date of receipt of such Order by the Seller shall mean refusal to accept such Order for execution by the Seller, which shall be tantamount to refusal to conclude the Contract.
  5. The Seller has the right to refuse to execute the Order, despite its earlier acceptance, in cases where:
    1. there is no objective possibility of executing the Order in whole or in part, unless the Buyer, notified by the Seller, immediately renounces the Order in whole or in part (concerning the extent of the impossibility of execution) or agrees to change the content of the Order in accordance with the Seller’s proposal;
    2. the Buyer is in default in the payment of any payment resulting from the performance of any Contract concluded with the Seller;
    3. the Buyer’s fulfilment of any of its obligations under the Contract is doubtful due to its financial condition, and in particular in the case where the Buyer is at risk of insolvency or enforcement proceedings have been initiated against it, for its liquidation, declaration of bankruptcy or restructuring of its debt;
    4. the Buyer is in any other way in breach of the provisions of the concluded Contract (including the obligations arising from the Act), despite a prior request by the Seller to cease the breach and the ineffective lapse of a period of at least three days set for this purpose.
  6. The Seller shall be entitled to modify the Order placed by the Buyer. In such case, the Seller shall notify the Buyer by e-mail, within 3 Business Days from the date of receipt of the Order from the Buyer, of the modification of the Order submitted by the Buyer by indicating its own terms and conditions of sale of the Products ordered by the Buyer. The Seller’s failure to receive the Buyer’s response to the Order modified by the Seller, at the latest on the next Business Day following the date on which the notification of modification of the Order was received, shall be tantamount to conclusion of the Contract and expression of consent to commence performance of the Contract on the terms and conditions specified by the Seller, which shall constitute the basis for the Seller’s commencement of activities related to performance of the Contract.
  7. Submission by the Buyer of an Order subject to amendment, limitation, exclusion of application or supplementation of these GTCS requires express written consent of the Seller submitted within 3 Business Days from the date of receipt of the Order from the Buyer. The Seller’s failure to submit, within the aforementioned time limit, any statement on the Order submitted by the Buyer modifying the Order shall mean lack of consent to amend, limit, exclude the application of or supplement these GTCS.
  8. The Products sold by the Seller shall be stored in covered, dry and ventilated premises. The Products shall be protected against direct sunlight. The Seller shall not bear liability for defects and damage resulting from improper storage of the Products.
  9. Products will be labelled by the Seller in accordance with applicable regulations and the Seller’s internal standards and procedures. With the consent of the Seller, the ordered Products may contain a different marking in accordance with arrangements made between the Parties at the stage of ordering the Products by the Buyer, however, to the extent permitted by applicable regulations.
  10. The Buyer may place Orders through the B2B Platform 7 days a week and 24 hours a day.
  11. The Buyer may only have one Administrator’s account on the B2B Platform.
  12. The Administrator manages the Buyer’s account on the B2B Platform, including in particular the Administrator may independently create an unlimited number of accounts for the Buyer’s employees. The Administrator shall be obliged to keep the Buyer’s account and the Buyer’s employees up to date and to protect Confidential Information.
  13. The Buyer, when setting up an Administrator’s account during the registration process on the B2B Platform, declares and confirms that the Administrator is a person duly authorised to act on behalf of the Buyer to perform actions in accordance with the GTCS. The Buyer is liable for submitting incorrect or false registration data, including being fully liable for the actions of persons on the Buyer’s account who perform transactions in accordance with the GTCS, which the Buyer confirms by accepting the GTCS when registering an Administrator’s account on the B2B Platform.
  14. The Seller, during the Buyer’s registration process on the B2B Platform, may grant the Buyer trade credit for Products, the amount of which shall depend, in particular, on the currently existing trade credit granted by the Seller to a given Buyer within distribution channels other than the B2B Platform as listed in clause 2 above.
  15. The Seller may change the amount of trade credit on the account of a given Buyer on the B2B Platform, which will be visible in the Customer Panel and in the shopping cart. The Seller shall not bear liability for an outdated or erroneous trade credit value visible on the account of a given Buyer on the B2B Platform.
  16. The Seller is entitled to interrupt the provision of electronic services and access to the website on the B2B Platform if the reason for this is the modification, upgrading, expansion or maintenance of the Seller’s ICT system or software, or force majeure, or acts or omissions of third parties that are beyond the Seller’s control.

​§ 4. DELIVERY AND COLLECTION OF THE PRODUCTS.

  1. The place of performance by the Seller shall be the Seller’s registered seat or other location where the Seller’s warehouse from which the Product is released is located.
  2. The date of completion of the Order (as a whole or a specific part thereof) specified by the Seller in confirmation of acceptance of the Order specifies only an approximate date of completion of the Order with a possible deviation of up to two Business Days, unless the exact date of completion of the Order has been expressly set by the Seller as binding.
  3. Unless agreed otherwise, the delivery and collection of the Products shall be possible not earlier than after the date of making the full prepayment by the Buyer under the principles specified in § 5 of GTCS.
  4. Delivery and collection of each batch of the Products ordered by the Buyer shall be documented in the form of a Collection Protocol together with the specification, which shall constitute the basis for quantitative collection of the ordered Products.
  5. The quantitative and qualitative collection of the Products shall be carried out at the place of delivery agreed upon by the Parties taking into account the following provisions.
  6. It is the responsibility of the Buyer to indicate the persons authorised to sign the Collection Protocol on behalf of the Buyer. In case of doubt or in the absence of an indication by the Buyer of the persons authorised to sign the Collection Protocol on behalf of the Buyer, it shall be deemed that each person signing the given Collection Protocol during the handover of the ordered Products shall be deemed to be a representative of the Buyer.
  7. The Buyer shall be obliged to collect the ordered Products from the warehouse indicated by the Seller on the collection date established and confirmed by the Seller. At the moment established as the date of collection of the Products from the warehouse indicated by the Seller, the Products are released to the Buyer.
  8. The Buyer has the right to collect and transport the ordered Products by itself or through a third party at its own expense. At the moment of handing over the ordered Products to the Buyer or a third party appointed by the Buyer for their transport, responsibility for damage or loss of the Products passes to the Buyer.
  9. In the event of ordering the Seller to deliver the ordered Products, the Seller shall be obliged to deliver the ordered Products to the Buyer at a time and place agreed by the Parties, whereas the Seller’s obligations in connection with the delivery include only the loading of the Products and their transport to the agreed place of collection including opening the side of the vehicle and lifting the tarpaulin. All other activities, including the unloading of the Products, shall be the responsibility of the Buyer. As a rule, the delivery address may be the place of business, unless the parties agree otherwise.
  10. The Seller shall bear the risk of damage to or loss of the Products during the transport performed until the Buyer has commenced unloading of the Products. From the moment the unloading of the delivered Products commences, the Buyer shall be solely responsible for any damage or loss of the Products.
  11. Each unloading of the Products shall be carried out by the Buyer’s own forces, which shall bear its own costs of unloading of the Products and shall provide the equipment, persons and infrastructure necessary for the proper unloading of the Products. The Seller, upon the written order of the Buyer, may carry out its own unloading of the Products with the help of specialised equipment and qualified employees, however, these activities are subject to an additional charge, subject to a prior agreement between the Parties on the amount of this additional charge.
  12. In the event of failure to collect the ordered Products by the Buyer on the agreed date, the Seller shall (if possible) store the Products for a fee at the expense and risk of the Buyer. In such an event, the risk of accidental loss and damage to the Products shall pass to the Buyer from the time when the Buyer was to take delivery of the Products in accordance with the Contract. At the same time, the Seller may, at its discretion:
    1. ssue an invoice for the delivery of the Products after the expiry of the agreed collection date and the Buyer shall be obliged to pay the amount due irrespective of whether or not actual collection of the Products has taken place; or
    2. charge the Buyer with a contractual penalty in the amount of PLN 200.00 (in words: two hundred zlotys) for each day of delay in collecting the Products, the total amount of which may not exceed 10% of the total gross value of the Products not collected. If the Buyer fails to collect the Products within more than one month from the agreed date of collection of the Products, the Buyer thereby tacitly consents to the destruction of the Products on its behalf and at its expense by the Seller, which does not affect its obligation to pay the price for the ordered Products;

      or
    3. withdraw from the Contract within a period of one month from the date on which the Products were to be collected by the Buyer, but not later than one year from the date of conclusion of the Contract; or
    4. charge the Buyer with a contractual penalty amounting to 15% of the gross value of the Products not collected.
  13. In the case referred to above, the Seller may, at its discretion, withdraw from the Contract in whole or in part concerning Products not yet collected. In the event of withdrawal by the Seller from the Contract in whole pursuant to § 4 clause 12 letter c, the Seller may charge the Buyer with a contractual penalty of 15% of the gross value of all Products covered by the Contract.
  14. In the event that the Seller charges the Buyer with the contractual penalties referred to above, the Buyer shall be obliged to pay the contractual penalty at the first written request of the Seller within 7 days of its receipt.
  15. In the event of the Force Majeure that prevents or hinders the performance of the Contract by the Seller or its suppliers or subcontractors, the Seller shall be released from the obligation to perform the Contract for the duration of the Force Majeure. The occurrence of the Force Majeure shall not waive the Buyer’s obligation to make payment in accordance with the Contract.
  16. After the cessation of the Force Majeure, the Seller shall, to the extent possible, deliver to the Buyer the Products not yet delivered due to the Force Majeure, unless the Parties agreed otherwise.
  17. In the event that the Force Majeure lasts longer than six months, the Seller may withdraw from the Contract within three months of the expiry of the aforementioned period. The Seller may, at its discretion, withdraw from the Contract in whole or in part in respect of which the Contract was not performed due to the Force Majeure.

​§ 5. PAYMENT OF AMOUNTS DUE.

  1. In the absence of any agreements of the Parties to the contrary, all prices of the Products given by the Seller are net prices expressed in Polish zloty and do not include the costs of loading the Products, as well as their insurance and transport, as well as taxes and other performances.
  2. The Buyer shall be obliged to fulfil the monetary performance resulting from the concluded Contract in the Polish currency and may not fulfil this performance in any other currency unless the Parties have agreed otherwise.
  3. Unless agreed otherwise, payment for the Products shall be made in the form of prepayment in the full gross amount of the Order. The method and date of payment shall be specified in a pro forma invoice delivered to the Buyer immediately after conclusion of the Contract.
  4. The Seller shall issue a VAT invoice to the Buyer no later than within 7 days from the date of delivery of the ordered Products. On each invoice, the Seller shall specify the date of payment and the form of payment.
  5. Invoices will be issued based on the prices of the Products specified in the Contract. The price of the Products shall be increased by VAT at the rate applicable on the date of invoicing by the Seller.
  6. In the event of delays of the Buyer in payment of amounts due to the Seller, the Seller has the right to suspend the implementation of subsequent batches of the Products being the subject of the Contract, and in relation to subsequent batches of deliveries of the ordered Products, the Seller has the right to demand from the Buyer an advance payment of up to 100% of the gross value of the Order.
  7. Delays in payment of amounts due for the ordered Products may result in extending the delivery dates of subsequent batches of the Products in relation to the agreed delivery schedule. The Seller shall not be held liable for such delays.
  8. Upon payment by the Buyer of any outstanding amounts due to the Seller, the Seller shall resume performance of the Contract. The change in the delivery schedule referred to above shall not constitute an amendment to the Contract and does not require the consent of the Buyer in order to be valid, and shall be effective upon notification to the Buyer.
  9. The date of payment shall be the date on which the Seller’s bank account is credited with the amount indicated on the invoice issued. In the absence of contrary provisions, the place of payment shall be the Seller’s registered seat.
  10. In the event of a delay in payment for the ordered Products covered by the subject of a given Contract exceeding 14 days from the due date of payment of a given invoice, the Seller may withdraw from the Contract. The above right may be exercised by the Seller within three months after the lapse of the 14-day period referred to in the preceding sentence. In the event of withdrawal from the Contract by the Seller, all obligations of the Seller towards the Buyer resulting from the Contract shall expire, with simultaneous exclusion of any claims of the Buyer towards the Seller on this account.
  11. Notwithstanding any other rights of the Seller set out in these GTCS, the Seller shall have the right to withdraw from the Contract in cases where:
    1. the Buyer executes payments resulting from any Contract concluded with the Seller in a manner inconsistent with its provisions; or
    2. a petition for initiation of enforcement, bankruptcy, restructuring or liquidation proceedings has been filed against the Buyer; or
    3. the Seller has become aware of circumstances which may raise doubts as to the Buyer’s solvency or the Buyer’s ability to perform the provisions of the Contract concluded with the Seller.
  12. The Seller may exercise the right to withdraw from the Contract within three months from the date on which it became aware of the circumstances giving rise to the withdrawal from the Contract, but no later than within three months from the date of conclusion of the Contract. The Seller may, at its own discretion, withdraw from the Contract in whole or in part concerning the part of the Contract which has not been performed as at the date of withdrawal.
  13. In the event of withdrawal from the Contract by the Seller, the Seller shall be entitled to charge the Buyer with the contractual penalty in the amount of 15% of the gross value of the Products as to which the Seller withdrew from the Contract. The Buyer shall be obliged to pay the contractual penalty at the first written request of the Seller within 7 days of its receipt.
  14. Notwithstanding the Seller’s right to withdraw from the Contract referred to in clause 10 above, in the event of the occurrence of any of the circumstances described therein, the Seller shall have the right to suspend the performance of ongoing Contracts, the performance of which has commenced, as well as suspend the performance of any other Contracts that connect the Seller with the Buyer until the Buyer has settled all outstanding Seller’s claims arising from the concluded Contracts.
  15. The Buyer shall not be entitled to submit for deduction any of its receivables due to the Seller with the Seller’s receivables due to the Buyer resulting from the Contract.
  16. In the event of prepaid orders, the Seller shall submit the Contract for performance after the Buyer has made payment in the amount agreed by the Parties.
  17. Until full payment by the Buyer, the Products are the property of the Seller and until that moment the Buyer shall not have the right to dispose of them or encumber them for the benefit of third parties.

​§ 6. SELLER’S LIABILITY.

  1. Any liability of the Seller towards the Buyer, regardless of the legal basis of such liability, including liability for non-performance or improper performance of the Contract, shall be limited to circumstances for which the Seller is at fault, and the amount of compensation due to the Buyer shall be limited to the actual loss of the Buyer (exclusion of liability for lost profits), but may not exceed the net value of the Contract. The Seller shall not bear liability for any indirect damage, lost benefits or lost profits that may result from non-performance or improper performance of the Contract.
  2. Despite the Seller’s due diligence in accurately describing the Products on the B2B Platform, catalogues, information brochures and pricelists, in the event that it becomes apparent that a given Product description is incomplete or incorrect, the Seller shall be obliged to immediately correct the Product description. In such a case, the Buyer shall not be entitled to any rights, except in the case where the incompleteness or inappropriateness of the Product description is significant and the Buyer, knowing this, would not have purchased the given Product.
  3. The Seller shall not bear liability for materials entrusted to it by the Buyer. Liability for the resulting damage is limited to gross negligence (fault of the Seller), which the Buyer shall prove. The Seller shall also not bear liability for the properties of the Products or for the consequences resulting from the properties of the Products if the Products have been made according to the indications or parameters specified by the Buyer.
  4. The Seller’s liability towards the Buyer under warranty for physical and legal defects (referred to in particular in Articles 556-576 of the Civil Code) shall be excluded.
  5. The Seller shall not bear liability for mechanical, chemical and other similar damage to the Products, caused by external factors, which occurred during the assembly or after the assembly of the delivered Products.
  6. The Seller shall not bear any liability on account of complaints of the Products submitted by third parties, including in particular to entities for the benefit of which the Buyer purchased the Products or to which they resold the Products purchased from the Seller.
  7. The Seller shall not bear liability for the Products that have been altered, modified, incorrectly installed or in any way processed by the Buyer or by third parties.
  8. The Seller shall not bear liability for any non-performance or improper performance of services supplied electronically if caused by third parties, in particular telecommunications operators, telecommunications line providers, e-commerce providers necessary for the operation of the B2B Platform, or electricity providers.
  9. On the day of collection of the Products, the Buyer shall be obliged to carry out a quantitative check of the Products in accordance with the Contract, as well as to check the Products for visible defects. If quantitative shortages or visible defects are found, a written protocol of discrepancies shall be drawn up by representatives of both Parties present at collection of the Products, and in the absence of the Seller’s representative, the carrier of the Products (Seller’s representative or Seller’s supplier’s representative) and the Buyer’s representative. Drawing up a protocol of discrepancies is a condition for filing a complaint regarding defects found on the date of collection of the Products.
  10. If any defects in the Products which are not quantity shortages or defects visible on the date of collection of the Products are found after collection of the Products, the Buyer shall be entitled, within 7 Business Days from the date of collection of the Products, to submit a complaint to the Seller regarding defects in the quality of the Products.
  11. The Buyer shall be obliged to submit a complaint by e-mail to https://www.wkret-met.com/pl/zgloszenie-reklamacji.
  12. In the complaint, the Buyer should jointly indicate:
    1. the accurate data enabling the identification of the Order and the Contract on the basis of which the Products complained about were delivered;
    2. the exact date of collection of the Products to which the complaint relates;
    3. what the reported defect of the Products is;
    4. what the Buyer expects from the Seller in the event of acceptance of the complaint pursuant to the provisions of § 6 clause 13 below;
    5. documentation (including photographs) justifying the reported defects, which should be attached to the complaint.
  13. If the Buyer’s complaint is accepted, the Seller shall:
    1. in the event of a complaint of qualitative defects, at its discretion:
      1. collect, within 14 Business Days counted from the day following the Buyer’s notification of acceptance of the complaint, the defective Products from the Buyer and deliver the same quantity of defect-free Products at a suitable time and place indicated by the Seller, or issue a corrective invoice within 7 Business Days counted from the day following the Buyer’s notification of acceptance of the complaint, taking into account the reduced value of the defective Products;
    2. in the event of a complaint of quantitative defects, at its discretion:
      1. deliver to the Buyer the missing quantity of the Products as soon as possible at the place indicated by the Seller; or
      2. issue a correcting invoice within 7 Business Days counted from the day following the notification to the Buyer of the acceptance of the complaint, taking into account the quantity of the missing Products
  14. In the event of a complaint, the Buyer shall be obliged to secure the Products under complaint for the purpose of any visual inspection with the participation of a Seller’s representative at the place of delivery or at any other place indicated by the Seller. If the Buyer fails to properly secure the Products under complaint, the Buyer shall bear sole responsibility for any damage to the Products.
  15. If it is necessary to inspect the Products to determine the validity of the complaint, the Seller’s representative shall perform this action at a time and place agreed by the Parties. At the request of the Seller, on pain of refusal of the complaint, the person submitting the complaint shall be obliged to deliver the complained Products to the Seller to the registered seat of the Seller or to any other place indicated by the Seller.
  16. The Seller shall be obliged to consider the complaint of the Buyer within 14 Business Days from the date of its delivery to the Seller and inform the Buyer about the result of complaint consideration. This time limit is extended by the time necessary for the Seller to obtain the complained Products from the Buyer. Failure to inform the Buyer of the result of complaint consideration within 14 Business Days from the date of complaint receipt shall mean refusal to accept the validity of the complaint.
  17. Shipment of the complained batch of the Products by the Buyer without prior notification of the complaint and agreeing the method and date of shipment of this batch with the Seller, entitles the Seller to refuse to accept shipment of the Products or charge the Buyer with the costs of return shipment.
  18. After the expiry of the time limits specified in this paragraph, all claims of the Buyer for any defects in quantity and quality of the Products shall lapse.
  19. The submission of a complaint by the Buyer shall not interrupt or suspend the period for payment for the Products under the Contract

​§ 7. GUARANTEE.

  1. hese GTCS do not constitute the Seller’s statement of guarantee. The Seller shall grant a guarantee for the sold Products under terms and conditions specified in a separate guarantee document delivered to the Buyer together with the ordered Products. The condition of granting a guarantee for the sold Products is issuing a guarantee document to the Buyer.
  2. The Seller has the right to refuse to accept and consider a complaint or has the right to refuse to perform obligations resulting from the guarantee granted in the case when the Buyer remains in delay in payment of any of the Seller’s due receivables resulting from previously performed deliveries of the Products or deliveries of the Products covered by a given complaint.
  3. The Seller’s liability under the guarantee shall be limited to the net value of the Product under complaint.
  4. The guarantee does not cover any other costs incurred by the Buyer and arising due to or in connection with Product defects occurring during the guarantee period. In particular, the guarantee does not cover costs of replacing defective Products which the Buyer incurs or has incurred towards its contractors, nor does the guarantee cover any direct or indirect damage or costs which the Buyer incurs or has incurred as a result of or in connection with defects in the Products.

​§ 8. CONFIDENTIAL INFORMATION, MATERIALS AND INTELLECTUAL PROPERTY RIGHTS.

  1. During the term of the Contract and for a period of 5 years after its expiry or termination in any way, the Buyer undertakes to keep confidential and duly secure from unauthorised access any Confidential Information.
  2. For the purposes of the GTCS, Confidential Information shall not be:
    1. Information which, prior to the Order being placed or prior to the Buyer’s registration on the B2B Platform, has already been made public otherwise than as a result of a breach of the provisions of the GTCS;
    2. Information which the Buyer, due to the provisions of the Contract, the Act or on the basis of a ruling issued by a competent court, a decision or another act of a public administration body, shall be obliged to disclose and from which it cannot evade the obligation, provided that the Buyer previously obliged to disclose immediately notifies the Seller in writing of such obligation and consults with the Seller on the content of the disclosure;
    3. Information in respect of which the Seller has previously consented to disclosure in writing on pain of invalidity.
  3. Subject to the case of the Seller’s permission in writing, the Buyer and its personnel (in particular the Administrator, employees and representatives) undertake:
    1. not to copy, make copies, extracts, photographs, photocopies or otherwise reproduce all or any part of Confidential Information;
    2. not to communicate Confidential Information or its source, whether in whole or in part, to the public or otherwise disseminate Confidential Information;
    3. not to use Confidential Information for purposes other than those necessary for the proper fulfilment of the Seller’s and the Buyer’s purposes set out in the GTCS;
    4. not to disclose Confidential Information or its source, either in whole or in part, to any third party.
  4. Any information, documents, pricelists, materials, drawings, instructions, regulations, guidelines, technological or technical data, as well as their copies, which shall be prepared by the Seller for the Buyer or provided to the Buyer in any form and on any data carrier in connection with the Contract or in connection with the offer to conclude the Contract, shall remain the property of the Seller and in relation to them the Seller shall retain the copyright and any other intellectual property rights referred to, inter alia, in the Act of 4 February 2004 on Copyright and Related Rights (Journal of Laws No. 24, item 83 as amended).
  5. The Seller grants the Buyer a non-exclusive and non-transferable right to use the Materials solely for the purposes necessary for the performance of the Contract. The above authorisation shall not constitute a transfer of the right to the Materials to the Buyer and shall be subject to the restrictions applicable to Confidential Information and the following:
    1. he Buyer shall not transfer the Materials or allow any other person other than the Buyer or the Buyer’s authorised employees who have previously been nominated to the Seller by the Buyer to benefit from the Materials;
    2. the Buyer may not transfer the Materials to its employees without notifying them of its obligations under these GTCS and unless such persons have previously accepted these conditions;
    3. the Buyer may not in any way modify, reproduce, publicly present, perform or distribute or otherwise use the Materials for purposes other than in connection with the performance of the Contract.
  6. The Buyer undertakes to destroy all written materials and electronic media received from the Seller in connection with the performance of the Contract within 7 calendar days from the date of termination or expiry of the Contract, unless they are necessary for the proper use of the Product.
  7. In the event of breach by the Buyer of the obligations set out in this paragraph, the Buyer undertakes to pay to the Seller a contractual penalty in the amount of PLN 20,000.00 (in words: twenty thousand zlotys) for each case of breach.
  8. The aforementioned contractual penalty shall be payable within 7 days of receipt of the demand by the Buyer.
  9. The Seller may grant the Buyer a licence to present on its own information, documents, pricelists, materials, drawings, instructions, regulations, guidelines, technological or technical data referred to in clause 4 above. The licence shall be granted on the basis of a separate written agreement, which shall specify in detail the subject of the licence as well as the conditions of its granting (permitted fields of exploitation). The licence may be granted against payment or free of charge. The request to grant a licence may be sent to the Seller’s general e-mail address marketing@wkret-met.com or directly to the e-mail address of the Buyer’s account manager (if such has been granted to the Buyer).

​§ 9. PROCESSING AND PROTECTION OF PERSONAL DATA.

  1. n order to comply with the obligations under Article 28 of the Regulation, the Buyer, in connection with the performance of the Contract, entrusts the Seller with the processing of the personal data indicated below and the Seller undertakes to process them in accordance with the law and these GTCS (entrustment of personal data processing).
  2. The Seller as the controller of the Buyer’s personal data shall process the personal data only to the extent and for the purposes specified in clause 7 below:
    1. execution of the Order (conclusion and performance of the Contract);
    2. marketing: automatic profiling (marketing automation), including for marketing communication by e-mail, telephone and SMS;
    3. taxation activities (e.g. issuance of VAT invoices).
  3. The Buyer’s personal data for the performance of the Contract and for marketing purposes involving automatic profiling (marketing automation), including for marketing communications by e-mail, telephone and SMS, taxation activities (e.g. issuance of VAT invoices) may be obtained through the available forms on the Seller’s website https://www.e-klimas.com or in any other manner that is unambiguous to the Buyer from the website by direct filling in of the form by the person reporting on behalf of the Buyer.
  4. The Buyer declares that the personal data entrusted to the Seller is processed in accordance with the Regulation and other applicable laws and that it is entitled to entrust the processing of personal data. The Buyer declares that the nature of the personal data entrusted for processing does not include special categories of personal data as defined in Articles 9-10 of the Regulation.
  5. Personal data will be made available through electronic records and entered into the B2B Platform.
  6. The scope of personal data entrusted to the Seller includes name, surname, address, e-mail address, telephone number, Tax Identification Number and the function or official position that will be entrusted to the Seller in the performance of the Order.
  7. Personal data will be processed by the Seller on a permanent basis. The Buyer’s consent to processing includes recording, organising, ordering, storing, downloading, using, matching and combining personal data, as well as other activities that the Seller shall accept in connection with the performance of the Order and for the purpose provided for in the GTCS. Personal data may be processed in electronic form.
  8. Before starting to process personal data, the Seller must:
    1. take the personal data security measures referred to in Article 32 of the Regulation and, in particular, taking into account the state of the art, the cost of implementation and the nature, scope, context and purposes of the processing and the risk of breach of the rights or freedoms of natural persons of different probability and gravity of the risk, the Seller shall apply technical and organisational measures ensuring the protection of the processed personal data to ensure a degree of security corresponding to that risk. The Seller should adequately document the application of these measures, if necessary, and update these measures in consultation with the Buyer;
    2. ensure that any natural person acting under the authority of the Seller who has access to the personal data shall only process the personal data on the instructions of the Seller for the purposes and scope provided for in the Regulations and for the performance of the Order;
    3. keep a register of all categories of processing activities performed on behalf of the Buyer, as referred to in Article 30(2) of the Regulation, and make it available to the Buyer upon request.
  9. The Seller ensures that persons who have access to the processed personal data will keep it and the methods of securing it in secret, and the obligation to maintain secrecy also exists after the completion of the Order and the end of the use of the B2B Platform.
  10. The Seller and the Buyer respectively undertake to assist each other in complying with the obligations set forth in Articles 32-36 of the Regulation.
  11. In the event of a suspected breach of personal data protection, the Seller or the Buyer respectively undertake to mutually:
    1. provide information regarding the breach of personal data within 24 hours of its discovery, including the information referred to in Article 33(3) of the Regulation,
    2. provide, upon request, all information necessary to notify the data subject in accordance with Article 34(3) of the Regulation within 48 hours of the discovery of the event constituting a breach of personal data.
  12. The Seller and the Buyer respectively undertake to assist each other, through appropriate technical and organisational measures, in complying with their obligation to respond to requests from data subjects in the exercise of their rights set out in Articles 15-22 of the Regulation. In particular, the Seller and the Buyer respectively undertake, upon request, to prepare and provide the information needed to comply with the data subject’s request within 3 working days of receipt of the party’s request.
  13. The Seller and the Buyer are obliged to comply with any instructions or recommendations issued by a supervisory authority or an EU advisory body dealing with the protection of personal data concerning the processing of personal data, in particular with regard to the application of the Regulation.
  14. The Seller and the Buyer are obliged to inform each other immediately of any proceedings, in particular administrative or judicial, concerning the processing of the entrusted personal data, of any administrative decision or ruling concerning the processing of the entrusted personal data addressed to the Party, as well as of any checks and inspections concerning the processing of the entrusted personal data by the Party, in particular those carried out by the supervisory authority.
  15. The Buyer is allowed to sub-entrust the processing of the entrusted personal data to the Seller’s subcontractors (so-called sub-processors). If the Seller intends to sub-entrust the processing of personal data to its subcontractors, it must inform the Buyer in advance of its intention to sub-entrust and of the identity (name) of the entity to which it intends to sub-entrust the processing of data, as well as of the nature of the sub-entrusting, the scope of the data, the purpose and duration of the sub-entrusting. Unless the Buyer objects to the sub-entrusting within 7 days from the date of notification, the Seller shall be entitled to carry out the sub-entrusting.
  16. In the event of sub-entrusting of personal data processing, the sub-entrusting of processing shall have as its basis an agreement on the basis of which the subcontractor (sub-processor) undertakes to perform the same obligations imposed on the Seller under these GTCS.
  17. The Buyer shall be entitled to the rights arising from the sub-entrusting agreement directly against the subcontractor (sub-processor). In the event of denunciation or termination of the sub-entrusting agreement, the Seller shall inform the Buyer thereof within 7 days of the denunciation or termination of such agreement.
  18. The Seller may not transfer the personal data entrusted to it for processing to entities located in countries outside the European Economic Area.
  19. The Buyer shall be entitled to verify compliance with the principles of personal data processing under the Regulation and these Regulations by the Seller, through the right to request information concerning the entrusted personal data.
  20. After the termination of cooperation between the Buyer and the Seller, the Seller shall, at the Buyer’s discretion, delete or return to the Buyer the personal data received and delete any existing copies thereof.

​§ 10. FINAL PROVISIONS.

The above is without prejudice to the provisions of § 3 of these GTCS.

  1. These GTCS shall enter into force on 1 May 2020. At the same time, the KLIMAS WKRĘ-MET B2B Purchasing Platform Regulations of 6 May 2019 shall cease to be valid as of the same date. The provisions of the aforementioned Regulations shall apply to the Contracts concluded by the Parties before 1 May 2020.
  2. In the event that these GTCS are amended or supplemented after the date of conclusion of a given Contract, the existing provisions of these GTCS shall apply to that Contract.
  3. Any statements of the Parties resulting from these GTCS, including withdrawal from the Contract, its denunciation or termination, shall be made in writing or in the electronic form under pain of nullity. Statements made to the Buyer shall be submitted to the Buyer’s registered seat address or to the electronic address (e-mail) provided by the Buyer. Statements made to the Seller shall be made to the following addresses:
    1. ul. Wincentego Witosa nr 135/137, Kuźnica Kiedrzyńska, 42-233 Mykanów(postal address) – for written form;
    2. office@wkret-met.com (e-mail address) – for electronic form.
  4. The rights or obligations of the Buyer arising from the Contract may not be transferred to a third party without the prior consent of the Seller expressed in writing under pain of nullity.
  5. Regardless of the contractual penalties stipulated in these GTCS, the Seller is entitled to seek compensation exceeding the amount of such contractual penalties on general principles resulting from the Civil Code or other acts.
  6. In matters not regulated in these GTCS, the relevant provisions of Polish law shall apply, in particular the provisions of the Civil Code.
  7. These GTCS are not applicable to Contracts concluded with consumers.
  8. The Parties establish as the law applicable to any cooperation of the Parties within the scope of these GTCS or resulting from these GTCS, the substantive and procedural law of the Republic of Poland, with the reservation that the Parties exclude the application of those provisions of the law of the Republic of Poland, which constitute the reference to the legislation of other countries or which constitute the reference to other sources of law.
  9. By virtue of these GTCS, the Parties exclude application of the provisions of Regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (Rome I), the provisions of Regulation (EC) No 864/2007 of the European Parliament and of the Council of 11 July 2007 on the law applicable to non-contractual obligations (Rome II), as well as the provisions of the United Nations Convention on Contracts for the International Sale of the Products, done at Vienna on 11 April 1980 (CISG), unless otherwise expressly agreed by the Parties in writing on pain of nullity.
  10. Should any provision of these GTCS or the Contract be deemed invalid or ineffective, this shall not affect the validity of the remaining provisions of these GTCS or the Contract, unless the invalidity concerns material provisions of these GTCS or the Contract or it results from their content that the Contract would not have been concluded without the invalid provisions. In such a case, the Parties undertake to replace the invalid or ineffective provisions with such valid and effective provisions, which shall be as close as possible to the invalid or ineffective provisions as regards their economic and financial effects and the Parties’ intentions.
  11. Disputes that may arise in connection with the cooperation of the Parties in the scope of the concluded Contract shall be resolved by the Parties through negotiations. In the absence of a compromise, disputes shall be resolved by the common court with jurisdiction over the registered seat of the Seller.
  12. Any descriptions included in the headings of the paragraphs of these GTCS are for reference only and do not constitute the basis for interpretation of the provisions of these GTCS.

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