General Terms and Conditions (04.10.2023)
Valid until 04.10.2023
The company hereby informs that on 01 July 2021 the name of the company STAN-SZKŁO Cecylia Stanik, Dariusz Stanik Spółka Jawna was changed to STAN-SZKŁO Dariusz Stanik Spółka Jawna. As of this date, the content of the General Terms and Conditions of Sale was accordingly amended.
General Terms and Conditions of Sale
Article 1
DEFINITIONS
Terms used in these General Terms and Conditions of Sale shall be understood as follows:
GTC – these General Terms and Conditions of Sale;
Supplier – the company STAN-SZKŁO Cecylia Stanik, Dariusz Stanik Spółka Jawna with its registered office in Piekary Śląskie at the address: ul. Prymasa Stefana Wyszyńskiego 50, 41-940 Piekary Śląskie, entered in the Register of Entrepreneurs of the National Court Register, kept by the District Court in Gliwice, 10th Commercial Division of the National Court Register, under KRS number: 0000551536, NIP (VAT ID): 4980246828, REGON (Statistical ID): 241351922;
Customer – any entity, excluding a consumer within the meaning of Article 221 of the Civil Code, that cooperates with the Supplier within the scope of its business or professional activity;
Products – goods manufactured and sold by the Supplier including insulated glass units and glass;
Agreement – a cooperation agreement, sales agreement, supply or any other agreement concluded between the Supplier and the Customer concerning the Products offered by the Supplier;
Parties/Party – jointly the Customer and the Supplier, or each of them individually;
Business Days – days from Monday to Friday excluding public holidays in the territory of the Republic of Poland;
Racks – frames owned by the Supplier on which the Products delivered to the Customer are placed;
Delivery Document – a document specifying in particular the date of delivery of the Products, a description of the Products (including their type), the quantity of the Products and the identification of the Customer;
Rack Handover Document – a document specifying in particular the date of handover of the Racks and the quantity and type of Racks;
Price List – a list of prices of Products currently offered by the Supplier.
Article 2
GENERAL PROVISIONS
1. These GTC, define the principles of cooperation between the Parties with regard to the supply of Products offered by the Supplier to the Customer.
2. These GTC constitute an integral part of each offer, Price List and Agreement concluded by the Supplier with the Customer, and entering into cooperation with the Supplier with respect to the supply of Products and conclusion of the Agreement shall be deemed as acceptance of these GTC.
3. The Supplier undertakes to supply the Customer with Products on the terms and conditions set out in the current offer or Price List provided by the Supplier, subject to the following:
a. The Supplier may, in a particular case, present the prices of the Products to the Customer on the basis of individual arrangements previously made between the Supplier and the Customer,
b. The Supplier may, in a given case, present to the Customer the costs of delivery of the Products and/or the method of delivery and/or the terms of delivery of the Products on the basis of previously conducted individual arrangements between the Supplier and the Customer.
4. For the avoidance of doubt, the Parties agree that the persons conducting (exchanging) correspondence or information on behalf of each Party concerning the delivery of the Products offered by the Supplier are authorized to conclude the Agreement on behalf of the Parties.
Article 3
CONDITIONS FOR DELIVERY OF PRODUCTS
1. The Supplier undertakes to deliver the Products on the basis of a written purchase order submitted by the Customer to the Supplier each time by fax or e-mail, to the fax number or e-mail address indicated by the Supplier, specifying in detail the ordered Products (including their specifications), dimensions and their quantity, as well as the proposed date of delivery of the Products. The Customer shall be entitled to place the orders referred to in the preceding sentence until 11.00 a.m. (inclusive) on a given Business Day, while the orders referred to in the preceding sentence which are placed by the Customer after 11.00 a.m. on a given Business Day shall be processed by the Supplier as from 7.00 a.m. of the following Business Day.
2. An order placed by the Customer and accepted by the Supplier by sending a notice of acceptance to the Customer by fax or e-mail within 3 Business Days from the date of receipt of the order from the Customer shall constitute the conclusion of the Agreement and shall serve as the basis for the Supplier to place orders for the materials necessary to manufacture the Products ordered by the Customer. Failure by the Supplier to notify the Customer of acceptance of an order placed by the Customer within 3 Business Days from the date of receipt of such order by the Supplier shall be deemed a refusal of acceptance of such order for execution by the Supplier, and consequently, no Agreement shall be deemed concluded.
3. The Supplier shall be entitled to modify the order placed by the Customer in the manner referred to in paragraph 1 above, and in such case the Supplier shall notify the Customer by fax or e-mail within 3 Business Days from the Customer’s order date of receipt of the order modification placed by the Customer by indicating its own terms of delivery of the Products ordered by the Customer. Failure by the Customer to submit an objection to the content of the order modified by the Supplier no later than on the next Business Day following receipt of the Supplier’s notice of such modification shall be deemed as the conclusion of the Contract and consent to proceed with the execution of the order under the terms and conditions specified (modified) by the Supplier, and shall constitute the basis for the Supplier’s placement of orders for materials necessary for the manufacture of the Products ordered by the Customer.
4. The placing of an order by the Customer subject to an amendment, limitation of application, exclusion of application or addition to these GTC requires the explicit written consent of the Supplier, given within 3 Business Days from the date of receipt of the order from the Customer. Failure by the Supplier to give such consent within the period referred to in the preceding sentence shall constitute a rejection of any amendment, limitation, exclusion, or supplementation of these GTC.
5. The delivery dates for an order placed by the Customer and accepted for execution by the Supplier shall be specified in the offer or the Price List made available to the Customer prior to the placement of the order. Notwithstanding the provisions of the preceding sentence, the Supplier reserves the right to unilaterally change the delivery date of the Products if the delivery date of each order depends on the availability of base glass at the relevant glassworks or where the Supplier’s production capacity has been exceeded.
6. The Parties hereby agree that the Products which are the subject of the order placed by the Customer shall be manufactured by the Supplier in accordance with the terms of the concluded Agreement.
7. The Supplier undertakes to deliver the Products ordered by the Customer in accordance with the terms and conditions specified in the offer or the Price List.
8. The Supplier shall be obliged to deliver the ordered Products to the Customer at the time and place agreed upon by the Parties, whereby the Supplier’s obligations in connection with delivery shall be limited solely to loading the Products and transporting them to the agreed place of delivery, including opening the side of the vehicle and lifting the tarpaulin. Other activities, including the unloading of the Products, are the responsibility of the Customer.
9. The Supplier shall bear the risk of damage to or loss of the Products, performed transportation until the unloading of the Products by the Customer has commenced. From the moment the unloading of the delivered Products commences, the liability for any damage to or loss of the Products shall be borne solely by the Customer.
10. Each unloading of the Products shall be carried out by the Customer using its own resources (the Customer shall bear the costs of unloading the Products and shall provide the equipment, personnel and infrastructure necessary for the proper unloading of the Products), subject to the following sentence. Upon written request from the Customer, the Supplier may carry out the unloading of the Products using its own resources, including specialized equipment and qualified personnel, however, these activities shall be subject to an additional fee, the amount of which shall be agreed upon by the Parties in advance.
11. In the event that the Customer fails to collect the ordered Products within the agreed period, the Supplier is entitled to:
a. issue an invoice for the delivery of the Products after the expiry of the agreed collection date and the Customer shall be obliged to settle the payment regardless of the actual collection of the Products,
b. charge the Customer with a contractual penalty in the amount of PLN 250.00 (in words: two hundred and fifty zloty) for each day of delay in the collection of the Products.
In the event that the Customer fails to collect the Products within a period exceeding one month from the agreed collection dates, the Customer shall be deemed to have given implied consent for the destruction of the Products by the Supplier on his behalf and at his expense by the Supplier, which shall not prejudice his obligations to pay the price for the Products ordered.
12. The Customer shall have the right to collect and transport the ordered Products on its own or through a third party, at its own expense. At the moment of handing over the ordered Products to the Customer or to a third party designated by the Customer for their transport, the liability for damage or loss of the Products shall pass to the Customer.
13. Products manufactured by the Supplier shall be stored in covered, dry and ventilated premises. Products should be protected from direct exposure to sunlight. The Supplier shall not be liable for any defects or damages resulting from improper storage of the Products.
14. Delivered Products shall be labelled by the Supplier in accordance with applicable regulations and the arrangements made between the Parties at the stage of ordering the Products by the Customer, but to the extent permitted by applicable regulations.
15. If delivery of the ordered Products is made on Racks, the Racks shall be stored at the place of delivery or at the Customer’s premises for no longer than the number of days specified in the Rack Handover Document submitted to the Customer together with the handover of the Racks on which the delivered Products are placed. The Customer shall be obliged to return (deliver) the Racks at its own cost and risk directly to the Supplier’s premises or to another location indicated by the Supplier in the Rack Handover Document, within the period specified in the Rack Handover Document, subject to the following sentence. In the event that the Supplier carries out ongoing deliveries of Products by its own transport to the place of delivery or to the Customer’s premises then, after unloading of these Products, it is possible, with the Supplier’s consent, to collect the Racks previously handed over to the Customer as part of the previous delivery or deliveries of the Products. It is the responsibility of the Customer to load the Racks onto the Supplier’s vehicle in the event that the Racks are returned in the manner referred to in the preceding sentence. During the period of storage of the Racks, the Customer shall be fully liable for their loss or any damage thereto (strict liability).
16. Confirmation of receipt of the ordered Products on the Delivery Document by the Customer shall also constitute confirmation of receipt of the Racks.
17. If the Supplier requests the Customer to confirm the condition of the Racks in the Customer’s possession, specifying their quantity and identification numbers, and the Customer fails to respond within 7 days from receipt of such request, the Customer’s silence shall be deemed to be consent to the condition indicated by the Supplier in the request.
18. If the Customer fails to return the Racks within the specified period, or prevents or hinders their collection, the Supplier shall charge the Customer with a contractual penalty in the amount of PLN 50.00 (in words: fifty zloty) for each commenced day of delay in the return of a given (single) Rack, to which the Customer hereby agrees. In addition, irrespective of the contractual penalty, the Supplier shall have the right to claim compensation for failure to return these Racks. The value of a single Rack is specified in the Rack Handover Document submitted to the Customer together with the handover of the Racks on which the Products are placed.
19. The given number of Racks shall be deemed accepted without reservations as to quantity and without damage upon the signing of the Rack Handover Document by the Customer’s representative. It is the responsibility of the Customer to designate the persons authorized to sign the Rack Handover Documents on behalf of the Customer. In the event of doubt or failure by the Customer to designate the persons authorized to sign the Rack Handover Documents on behalf of the Customer, it shall be deemed that any person signing a given Rack Handover Document during the handover of the Racks shall be deemed to be the representative of the Customer.
Article 4
DELIVERY DOCUMENTATION
1. Each batch of delivery of the ordered Products shall be documented in the form of a Delivery Document together with a delivery specification, which shall constitute the basis for the quantitative acceptance of the ordered Products.
2. The quantitative and qualitative acceptance of the Products shall be carried out at the place of delivery agreed by the Parties or at the Customer’s premises. If the Customer has decided to collect the Products itself, the quantitative and qualitative acceptance of the delivery batch will be carried out at the Supplier’s premises.
3. A batch of deliveries of the ordered Products shall be deemed accepted without reservations as to quantity and without damage upon the signing of the Delivery Document by the Customer’s representative. It is the responsibility of the Customer to designate the persons authorized to sign the Delivery Documents on behalf of the Customer. In case of doubts or failure by the Customer to designate the persons authorized to sign Delivery Documents on behalf of the Customer, any person signing a given Delivery Document during the handover of the ordered Products shall be deemed to be a representative of the Customer, authorized to accept (receive) the delivery of the Products and to sign the Delivery Document on behalf of the Customer.
4. Quantitative shortages of the delivered Products in comparison with the quantity stated in the Delivery Document shall be reported immediately, i.e. at the time of handover of the batch of Products by making an appropriate note in the Delivery Document or, in the case of shortages resulting from damage to the Products during transport – additionally in the damage report concerning the delivered Products, signed by the representatives of both Parties. Failure to identify any quantitative shortages of the delivered Products, under the terms and within the period referred to in the preceding sentence, shall constitute confirmation of acceptance of the delivered Products without reservation.
5. Any reservations as to the quality of the delivered Products shall be reported immediately, i.e. at the moment of handing over the batch of Products by making an appropriate note in the Delivery Document or, in the case of reservations as to the quality of the delivered Products resulting from damage to the Products during transport – additionally in the damage report concerning the delivered Products, signed by the representatives of both Parties, subject to the following sentence. Reservations regarding the quality of the delivered Products, except for those related to damage to the Products during transport, may also be made within 7 days from the date of handover of the Products
6. to the Customer, however, no later than prior to the installation of the Products in the Customer’s products. Failure to report any reservations regarding the quality of the delivered Products, in accordance with the terms and within the periods referred to in the preceding sentences, shall constitute confirmation of acceptance of the delivered Products without reservations.
The Customer shall be entitled to refuse the acceptance of the Products only in the case where the Products have material defects, which shall be understood as defects that prevent the Products from being used in accordance with their intended purpose or if the specifications of the Products do not correspond with the content of the Agreement.
Article 5
PAYMENT OF DUE AMOUNT
1. The Supplier shall issue an invoice to the Customer no later than 7 days from the date of delivery of the ordered Products. The Supplier shall specify the payment due date and payment method on each invoice.
2. Invoices will be issued in the currency specified in the Price List or offer valid on the date the order is received by the Supplier. The price of the product shall be increased by VAT in accordance with the rate in force on the day the invoice is issued by the Supplier.
3. In the event of delays by the Customer in the payment of due invoices, the Supplier shall have the right to suspend the production and/or delivery of subsequent batches of ordered Products until the arrears are settled, and in relation to subsequent batches of deliveries of ordered Products, the Supplier shall have the right to demand from the Customer a prepayment of up to 100% of the gross value of the order before proceeding with the production of the next batch of ordered Products.
4. Delays in payment of amounts due for ordered Products may result in an extension of the delivery dates for subsequent batches of Products compared to the agreed delivery schedule. The Supplier shall not be liable for such delays.
5. Upon payment of the outstanding amount due by the Customer, the Supplier shall resume delivery of the ordered Products on the terms and conditions unilaterally determined by the Supplier. A change, as described above, does not constitute a change within the meaning of Article 9(3) of these GTC, does not require the Customer’s consent in order to be valid, and shall take effect upon notification to the Customer.
6. The date of payment shall be the date on which the Supplier’s bank account is credited with the amount specified on the invoice issued.
7. In the event of a delay in payment for the ordered Products under the Agreement exceeding 14 days from the due date for payment of a given invoice, the Supplier may terminate the Agreement with immediate effect. The Supplier may exercise the right to terminate the Agreement with immediate effect within 30 days after the expiry of the 14-day period referred to in the preceding sentence. Termination of the Agreement in the manner referred to in this paragraph shall result in the expiry of all obligations of the Supplier towards the Customer under the Agreement, with simultaneous exclusion of any claims by the Customer against the Supplier in this regard.
8. In the event of termination of the Agreement in accordance with section 7 above, the Supplier may, at its discretion, fulfil orders placed before the date of termination or withdraw from the Agreement in this regard.
9. In the case of orders processed with an advance payment, the Supplier’s handover of the order for production takes place after payment by the Customer in the amount agreed upon by the Parties. The provisions of paragraph 6 of this section shall apply.
10. The Supplier shall issue the invoice in electronic form and send it to the Customer electronically, to the Customer’s e-mail address from which the order was sent to the Supplier or to any other e-mail address provided by the Customer. In the event that it is not possible to send an invoice in electronic form to the e-mail addresses of the Customer referred to in the preceding sentence, then the Supplier shall send the invoice in electronic form to the Customer’s publicly available e-mail address (e.g. to the e-mail address disclosed in the National Court Register, the Central Register and Information on Economic Activity, the REGON Database (national economy entities search of the Central Statistical Office) or on the Customer’s websites). By virtue of these GTC, the Customer consents to the issuance and delivery of invoices in electronic form by the Supplier.
11. It is assumed that the e-mail address of the Customer referred to in paragraph 10 above is assigned to the person(s) authorized to receive the Supplier’s invoices on behalf of the Customer or is managed by the person(s) authorized to receive the Supplier’s invoices on behalf of the Customer. Failure by the Customer to dispute an invoice sent by the Supplier in the manner referred to in paragraph 10 above within 3 business days from the date of its sending by the Supplier to the Customer’s e-mail address referred to in paragraph 10 above shall constitute acceptance by the Customer of the validity and amount of the Supplier’s claim against the Customer arising from that invoice.
12. In the event of delays by Customer in returning the Racks in relation to the number of days specified in the Rack Handover Document submitted to the Customer upon the handover of the Racks, the Supplier shall have the right to suspend the production and/or delivery of subsequent batches of the ordered Products until the Customer has returned all the Racks, and in relation to subsequent batches of deliveries of the ordered Products, the Supplier shall have the right to demand from the Customer an advance payment of up to 100% of the gross value of the order before proceeding with the production of the next batch of ordered Products.
13. Delays by the Customer in returning the Racks may result in an extension of the delivery dates for subsequent batches of Products compared to the agreed delivery schedule. The Supplier shall not be liable for such delays referred to in the preceding sentence.
14. Once the Racks have been returned by the Customer and held by the Customer in excess of the number of days specified in the Racks Handover Document submitted to the Customer upon the handover of the Racks, the Supplier will resume delivery of the ordered Products on the terms and conditions unilaterally specified by the Supplier. A change, as described in the previous sentence, does not constitute a change within the meaning of Article 9(3) of these GTC, does not require the Customer’s consent in order to be valid, and shall take effect upon notification to the Customer.
15. In the event of a delay in the return of the Racks covered by the subject of this Agreement exceeding 14 days in relation to the number of days specified in the Racks Handover Document submitted to the Customer upon the handover of the Racks, the Supplier may terminate the Agreement with immediate effect. The Supplier may exercise the right to terminate the Agreement with immediate effect within 30 days after the expiry of the 14-day period referred to in the preceding sentence. Termination of the Agreement in the manner referred to in this paragraph shall result in the expiry of all obligations of the Supplier towards the Customer under the Agreement, with simultaneous exclusion of any claims by the Customer against the Supplier in this regard.
16. In the event of termination of the Agreement in accordance with paragraph 15 above, the Supplier may, at its discretion, fulfil orders placed before the date of termination of the Agreement or refuse to fulfil orders placed before the date of termination of the Agreement, with the simultaneous exclusion of any claims by the Customer against the Supplier in this regard.
17. Information on accepted payment methods:
a. directly to the Supplier’s bank account specified on the invoice;
b. electronic payments and payments by credit card are processed through the service www.imoje.pl (transactions for electronic payments and payments by credit card are carried out according to the Customer’s choice through the imoje.pl service).
18. The electronic payments and payments by credit card are handled by ING Bank Śląski S.A., ul. Sokolska 34, 40-086 Katowice, entered in the Register of Entrepreneurs in the District Court of Katowice – Wschód, 8th Commercial Division of the National Court Register under the KRS number 0000005459, share capital of PLN 130,100,000.00 paid in full, NIP: 634-013-54-75, REGON (Statistical ID): 271514909.
Article 6
SCOPE OF LIABILITY
1. The Supplier shall not be liable for materials entrusted to it by the Customer. The Supplier’s liability for any damage is limited to gross negligence (fault on the part of the Supplier) to be demonstrated by the Customer. The Supplier shall also not be liable for the properties of the Products or for the consequences resulting from the properties of the Products if the Products were manufactured according to the indications or specifications defined by the Customer.
2. The Parties exclude the Supplier’s liability towards the Customer for damage caused to third parties by Products delivered to the Customer by the Supplier (hazardous product liability). The Customer shall also be obliged to indemnify the Supplier against any third-party claims brought against the Supplier arising from product liability.
3. The Supplier provides a guarantee for the Products sold under the terms and conditions specified in a separate warranty document delivered to the Customer along with the ordered Products. A condition for providing the guarantee for the sold Products is the issuance of the warranty document to the Customer. These GTC do not constitute a declaration of guarantee by the Supplier.
4. The Supplier shall have the right to refuse to accept and consider a complaint or to refuse to fulfil the obligations under the guarantee provided in the event that the Customer is in default in the payment of any of the Supplier’s amount due arising from previously performed deliveries of Products or deliveries of Products covered by the given complaint, which shall not constitute the basis for any liability of the Supplier towards the Customer.
5. In the event that a complaint regarding the Products covered by the guarantee reported by the Customer is deemed valid, the Supplier shall replace the defective Products with defect-free Products, and the replacement shall take place exclusively in the territory of the Republic of Poland. The guarantee does not cover any other costs incurred by the Customer and arising as a result of or in connection with defects in the Products during the guarantee period, and in particular the guarantee does not cover the costs of replacing defective Products which the Customer bears or has borne towards its contractors, as well as the guarantee does not cover any direct or indirect damage or costs which the Customer bears or has borne as a result of or in connection with defects in the Products.
6. In the event that defects are discovered by the Customer in the delivered Products, covered by the scope and within the period of the guarantee provided by the Supplier, the Supplier, after conducting quality assessment and accepting the complaint, undertakes to deliver the products free from defects, within the period specified in the given guarantee document.
7. A complaint should be reported to the Supplier by the Customer in writing or by e-mail no later than 3 days from the disclosure of the defect under penalty of losing the rights arising from the guarantee. The Supplier shall notify the Customer of its decision to accept or reject the complaint in writing within the period specified in the relevant guarantee document.
8. The Supplier shall not be liable for aesthetic defects in glazing made from Products delivered by the Supplier. The Supplier shall also not be liable for mechanical, chemical or similar damage caused by external factors that occurred during the assembly or after the installation of the delivered Products. The supplier is also not responsible for:
8.1. physical characteristics of the glass, such as colour distortions (interference), glass deflection due to changes in temperature and atmospheric pressure, external condensation, wettability of the glass due to moisture and colour deviations,
8.2. damage to the surface of the glass caused by the operation of windows or other products fitted with the Supplier’s glass, external scratches and in glass breakage,
8.3. any difference in colour and/or shade of the delivered Products of the same type or kind where such differences result from the use by the Supplier of components or raw materials whose specifications or properties fall within the tolerances established in the glass manufacturer’s industry, and in particular (but not exclusively) those provided by the relevant Standards for such components or raw materials,
8.4. the use of the Products by the Customer in a manner inconsistent with the intended use of the Products,
8.5. the Products’ suitability for the purpose intended by the Customer,
8.6. faulty assembly of the Products by the Customer,
8.7. selection of thickness, shape and type of edge treatment of the glass,
8.8. performance of necessary calculations related to the construction, including static calculations.
9. Production defects of the Products such as point defects in the form of inclusions, bubbles, internal contamination, internal scratches inconsistent with the relevant applicable standard, must be reported by the Customer in accordance with the rules and within the time limits specified in Article 4(5) of these GTC.
10. The Customer shall be liable for the consequences of the use of inappropriate installation and assembly materials used with the delivered Products, in particular (but not exclusively) such materials as silicones, adhesives, which may react chemically with the components of the delivered Products.
11. In the event of reporting a quantitative shortage or breakage of the Products included in the delivery note or damage report concerning the Products in the delivery, pursuant to the provisions of Article 4(4) of these GTC, the Supplier shall deliver to the Customer the missing Products or replacement Products within the period determined by the Supplier, however, but not exceeding 20 Business Days from the date of receiving the notification from the Customer, provided that the Supplier may unilaterally extend this period, of which the Supplier shall inform the Customer.
12. In the complaint, the Customer is obliged to specify the quantity of the Products complained of, their type, order number, item number and the specific reason for the complaint. Any complaints concerning cracks in the Products or other physical defects found after the Products have been handed over to the Customer will not be considered, unless the Customer proves that the defects are the Supplier’s sole fault and the Supplier acknowledges the legitimacy of the complaint in writing.
13. In the event of a complaint, the Customer shall be obliged to secure the complained Products for potential inspection with involvement of a representative of the Supplier at the place of delivery or at the Supplier’s premises. In the event that the Customer fails to properly secure the complained Products, the Customer shall bear full responsibility for any potential damage to the Products.
14. In the event that an inspection of the Products is necessary to determine the legitimacy of the complaint, the Supplier’s representative shall carry out this inspection at a time agreed upon by the Parties. Within 7 Business Days from the date of the inspection, the Supplier shall notify the Customer in writing or by e-mail of the acceptance or rejection of the complaint.
15. The acceptance of a complaint also means the delivery by the Supplier to the Customer of Products free from defects.
16. By virtue of these GTC, the provisions regarding the statutory warranty for physical defects of the Products are excluded.
17. In the event that no guarantee is provided, the acceptance of a complaint for consideration by the Supplier does not constitute an acceptance of the legitimacy of the claim covered by the complaint. The legitimacy of the claim covered by the complaint shall be finally determined by the Supplier, who will inform the Customer accordingly. Failure by the Supplier to respond within 10 Business Days from the date of receipt of the complaint shall constitute a refusal to acknowledge the legitimacy of the complaint.
Article 7
CONFIDENTIALITY
1. During the term of the Agreement and for a period of 5 years after its expiry or termination, the Customer undertakes to keep confidential and duly protect from unauthorized access any technical, technological or organizational information of the Supplier that has not been disclosed to the public or other business-sensitive information concerning the Supplier, in particular information that constitutes the Supplier’s trade secrets.
2. During the term of the Agreement and for a period of 5 years after its expiry or termination, the Customer undertakes to keep confidential and duly protect from unauthorized access any technical, technological information not disclosed to the public concerning the Products.
3. The Customer undertakes to return all written materials and electronic media received from the Supplier in connection with the performance of the Agreement within 7 calendar days from the date of termination or expiry of the Agreement.
4. The Customer undertakes to destroy all materials other than those mentioned in paragraph 3 above, in particular e-mail correspondence related to the performance of the Agreement and made copies of written materials and electronic media received from the Supplier, within 7 calendar days from the date of termination or expiry of the Agreement.
5. In the event of non-performance or improper performance by the Customer of the obligations set out in this Article 7, the Customer undertakes to pay to the Supplier a contractual penalty in the amount of PLN 10,000 (in words: ten thousand zlotys) for each event of non-performance or improper performance of a given obligation, payable within 7 days from the date the Customer receives the demand for payment.
Article 8
PROHIBITION OF ASSIGNMENT
1. The rights or obligations of the Customer arising from the Agreement may not be transferred to third parties without the prior consent of the Supplier, expressed in writing under pain of nullity (Article 509 of the Civil Code and Article 519 of the Civil Code).
2. The Customer’s claims under the Agreement shall not be the subject of assignment to third parties without the prior written consent of the Supplier, under pain of nullity.
3. Claims of the Customer arising from the Agreement may not be submitted for statutory set-off (Article 498 of the Civil Code) against claims of the Supplier.
Article 9
FINAL PROVISIONS
1. In the event of a change in economic, commercial, financial or political relations which could not have been foreseen by the Parties at the time of the conclusion of the Agreement despite the exercise of due diligence, and which causes a significant disruption of the contractual balance, each Party undertakes to promptly enter into renegotiations to restore the contractual balance. The Party whose situation has deteriorated due to the occurrence of the events set out above shall immediately notify the other Party in writing of their occurrence. If the Parties fail to reach an agreement on the restoration of the contractual balance within 30 days from the date of notification of the occurrence of circumstances justifying the renegotiation of the Agreement, the scope of which includes these GTC, the Agreement shall be deemed terminated in the part not yet performed as of the first day following the expiry of the 30-day period provided for renegotiation.
2. The provisions of paragraph 1 above shall apply accordingly in the event of force majeure. For the purposes of these GTC, the Parties define force majeure as war, strike, epidemic, natural or traffic disaster or any other event beyond the reasonable control of the Party concerned.
3. Any amendments or supplements to these GTC require written form under pain of nullity. In the event of changes or amendments to these GTC after the conclusion of a particular Agreement, the existing provisions of these GTC shall apply to that Agreement.
4. Apart from the claims specified in these GTC, the Customer shall not be entitled to any further claims or claims based on other grounds against the Supplier. In particular, the Customer shall not be entitled to claims arising from late delivery of the Products, claims for reduction of the price of the Products, for compensation for damage, for damage to third parties and for further indirect damage or lost profits.
5. Notwithstanding the contractual penalties specified in these GTC, the Supplier shall be entitled to claim compensation exceeding the amount of such contractual penalties on general terms.
6. In matters not covered by these GTC, the relevant provisions of Polish law, in particular the Civil Code, shall apply.
7. The Parties agree that the law governing all cooperation between the Parties covered by these GTC or arising from these GTC shall be the substantive and procedural law of the Republic of Poland, with the exception that the Parties exclude the application of those provisions of the Polish law which constitute reference to the legislation of other countries or which constitute reference to other sources of law.
8. By virtue of these GTC, the Parties exclude the application to all cooperation between the Parties covered by or arising from these GTC of the provisions of Regulation (EC) No. 593/2008 of the European Parliament and 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 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 Goods, done in Vienna on 11 April 1980.
9. By virtue of these GTC, the Parties exclude the application of any general terms and conditions, rules and regulations for the provision of services, performance of deliveries or execution of works, price lists, tariffs or other similar regulations applied by the Customer.
10. These GTC shall not apply to Agreements concluded with consumers.
11. Should any provision of these GTC or the Agreement be found to be invalid or ineffective, this shall not affect the validity of the remaining provisions of these GTC or the Agreement, unless the invalidity affects material provisions of these GTC or the Agreement or it follows from their content that the Agreement would not have been concluded without the provisions affected by invalidity. In such a case, the Parties undertake to replace the invalid or ineffective provisions with such valid and effective provisions that, with regard to their economic and financial effects and the Parties’ intentions, come as close as possible to the invalid or ineffective provisions.
12. Disputes that may arise in connection with the cooperation between the Parties under the concluded Agreement shall be resolved by the Parties through negotiations. If no compromise is reached, disputes shall be resolved by a common court with jurisdiction over the Supplier’s registered office.
13. Any liability of the Supplier towards the Customer, irrespective of the legal basis for such liability, including liability for non-performance or improper performance of the Agreement, shall be limited to the circumstances caused by the Supplier’s fault, and the amount of compensation due to the Customer shall be limited to the Customer’s actual loss (exclusion of liability for lost profits) and to the net value of the Agreement.
14. Any descriptions contained in the headings of paragraphs of these GTC are for organizational purposes only and do not constitute basis for interpretation of the provisions of these GTC.
15. These GTC enter into force on 09 June 2020.
16. Upon the entry into force of these GTC, the provisions of the previous General Terms and Conditions of Sale of STAN-SZKŁO Cecylia Stanik, Dariusz Stanik Spółka Jawna, a company with its registered office in Piekary Śląskie, become invalid, subject to the provisions of paragraph 17 below.
17. For orders placed and Agreements concluded during the validity period of the previous General Terms and Conditions of Sale of STAN-SZKŁO Cecylia Stanik, Dariusz Stanik Spółka Jawna, a company with its registered office in Piekary Śląskie, the provisions of these General Terms and Conditions of Sale of STAN-SZKŁO Cecylia Stanik, Dariusz Stanik Spółka Jawna, a company with its registered office in Piekary Śląskie, shall apply.
18. In the event that these GTC are also drawn up in a language other than Polish, then, should there be any inconsistency between the provisions of these GTC in Polish and the provisions of these GTC in another language, the provisions of these GTC drawn up in Polish shall prevail.
