1. DEFINITIONS
For the purposes of these General Terms of Sale, the following terms shall be defined and used therein: „Seller” – Proxy Motion Spółka z Ograniczoną Odpowiedzialnością, conducting business activity at: ul. Sarnia 20, 87-126 Obrowo, Poland, NIP: 8792708551. „Buyer” – each of the Seller’s Contractors who purchase Goods from the Seller. „Goods and Services” – devices, parts and accessories and/or services in the Seller’s portfolio. „GTS” – General Terms of Sale. „Electronic Correspondence” – the following e-mail addresses shall be deemed to be current: office@proxymotion.eu, m.korzeniowska@proxymotion.eu, p.korzeniowski@proxymotion.eu. Any correspondence sent to the Seller to addresses other than one of the above shall be deemed not sent.
2. THE SUBJECT OF THE GENERAL TERMS OF SALE
1. The Subject of these General Terms of Sale is to establish mutual rights and obligations resulting from the conclusion of the Contract for the sale of Goods between the Seller and the Buyer. The GTS constitute an integral part of contracts for the sale of Goods and provision of Services concluded between the Seller and the Buyer. Change or exclusion of individual provisions of the GTS may take place only upon the Seller’s prior written consent, otherwise being null and void. 2. In case of discrepancies between the content of these GTS and the content connecting the Parties to the Contract, the provisions of the Contract shall apply. 3. In the event of the existence of a contractual model of the Buyer, the provisions contained therein shall apply only if they are not contrary to these GTS. 4. These GTS shall apply to all contracts for the sales of Goods and provision of Services concluded in the period beginning on 01/01/2019. 5. The GTS are available on the Seller’s website (www.proxymotion.eu) and are attached each time to the sales invoice issued by the Seller.
3. CONCLUSION OF THE CONTRACT
1. The contract is concluded by the Buyer placing a written order and after its acceptance by the Seller. The order is deemed to be accepted once the Seller has sent a written confirmation of order acceptance to the Buyer via: a) registered letter b) telefax c) electronic correspondence 2. When placing an order, the Buyer shall provide the Seller with copies of the following documents: a) a current excerpt from the Register of Entrepreneurs of the National Court Register or from the Register of Business Activity b) a decision to assign a REGON number c) a decision to assign a NIP number 3. 3. The obligation to present the documents listed in section 2 does not apply to orders placed by the Buyers who are in regular business relations with the Seller. 4. The Seller reserves the right to demand from the Buyer, before proceeding with the completion of the order, to establish irrevocable payment securities for the Seller, in the form of: a) a bank guarantee; b) a documentary credit; c) an insurance policy; d) an assignment of receivables; e) a promissory note without protest; f) third party guarantees.
4. PRICE AND REMUNERATION
1. The basis for determining the price and remuneration is the price list of Goods and Services of the Seller, valid on the day of the Seller’s confirmation of the order acceptance. The Seller is obliged to maintain the prices from the portfolio for the entire period of its validity if, prior to the dispatch of the order by the Buyer, the Seller has provided the Buyer with the portfolio in writing. 2. If the portfolio was issued in a foreign currency, the final price for the Goods is the price in PLN calculated at the average exchange rate of the National Bank of Poland on the day preceding the issue of an invoice for the Goods sold. 3. If a pro-forma invoice is issued, the sales invoice shall be quoted at the exchange rate applicable on the date of issue of the pro-forma invoice. 4. All prices in the portfolios and orders are net prices. 5. Prices indicated in the price list of Goods and Services or in the Seller’s portfolio include the sale price of the Goods, the value of Services and the costs of Goods’ packaging. The remuneration does not include costs related to the transport of Goods from the Seller’s warehouse and the assembly of ordered Goods in the place indicated by the Buyer.
5. PAYMENT TERMS
Unless the Seller’s portfolio or a separate contract between the Seller and the Buyer provide otherwise, payment for the sales of Goods or Services shall be made in the following manner: - cash (at the Seller’s registered office); - upon receipt (if the Goods are delivered by courier to the place indicated by the Buyer); - prepayment to the Seller’s account before shipping the Goods, to the Seller’s bank account number: mBank, account number: PLN: PL14 1140 2004 0000 3202 7835 0631 USD: PL94 1140 2004 0000 3712 0736 6737 EUR: PL02 1140 2004 0000 3512 0736 6745 BIC/SWIFT: BREXPLPWMBK indicating the payment title.
6. ORDER COMPLETION AND DELIVERY
1. If the ordered Goods are in the Seller’s stock, they are sent to the Buyer on the same or the next day after accepting the Buyer’s order, subject to item 5 of these GTS. 2. In case of lack of Goods in the stock, the Seller shall inform the Buyer of the date of order completion in writing, by registered letter, telefax or through Electronic Correspondence. 3. In the case of a delay in the delivery of Goods not through the fault of the Seller, the order completion date shall be extended by the duration of the obstacle preventing the Seller from the timely completion of the order. In case of delay in the delivery of Goods, the Seller shall immediately inform the Buyer about the reason for the delay and the new expected date of order completion. 4. Unless the Parties have agreed otherwise, the delivery of the Goods shall take place at the expense of the Buyer in accordance with commonly agreed forwarding rules. Unless the conditions for shipment of the Goods have been agreed, the Seller shall, at its own discretion, order a professional entity to transport the Goods to the place indicated by the Buyer. 5. The Seller is free from liability for defects, changes or damage to the Goods during transport. Damage to the Goods shall not release the Buyer from the obligation to pay for the Goods and shall not entitle the Buyer to demand the delivery of the Goods free from defects or to claim damages. 6. Upon the Buyer’s express request, the Seller shall insure the transport of Goods on Seller’s conditions and at the Buyer’s expense.
7. WARRANTY
1. The Seller grants the Buyer a warranty for the Goods sold for a period of 12 (twelve) months from the date of delivery of the Goods. During the warranty period, the Seller guarantees the technical efficiency of the Goods and the achievement of technological parameters specified in the technical specification attached to the Goods. 2. The warranty does not cover defects, faults and damages resulting from improper operation, assembly and normal wear and tear of the Goods. 3. The Seller is obliged to remove the physical defects of the Goods or to deliver Goods free of defects at its own expense, if these defects are revealed during the warranty period and arise due to reasons inherent in the Goods sold. 4. The Buyer loses its rights under the warranty if it does not notify the Seller in writing about the defect within 7 days from the date of detection of the defect, whereby the notification must be made by a registered letter, fax or Electronic Correspondence, additionally confirmed by telephone by the Seller. 5. The Seller undertakes to take action to remedy any defects or faults in the Goods within 7 (seven) business days of receipt of effective notification from the Buyer. 6. The Buyer loses the rights under the warranty if the Goods are repaired without the Seller’s consent. 7. The Parties agree that in connection with the warranty granted by the Seller, they exclude the right of the Buyer to use statutory warranty rights. 8. If the Goods are sent to the Buyer by a courier company, the Buyer undertakes to check the condition of the consignment in the presence of the said company’s courier. In the event that the Buyer notices any damage in the consignment, the Buyer undertakes to immediately inform the courier and the Seller about this fact.
8. CONFIDENTIALITY
1. On the basis of these GTS and in performance of the provisions of Article 31 of the Act of 29 August 1997 on the Protection of Personal Data (Journal of Laws No. 133, item 883, consolidated text: Journal of Laws of 2002, No. 101, item 926) the Buyer outsources the processing of personal data to the Seller within the scope of sales and Services included in these GTS. 2. The Parties agree that in relation to the personal data outsourced, the Buyer shall be the Controller and the Seller shall be the Processor.. 3. The outsourcing referred to in section 1 includes the following activities: - - collecting personal data on the Seller’s company documents (portfolios, orders, order confirmations, invoices, waybills and other documents required for the occurrence of sales or performance of Services by the Seller), - storing the data contained in the documents described above. 4. The Seller undertakes to: - apply measures ensuring the protection of personal data processed, appropriate to the risks and categories of data covered by the protection, and in particular to protect data against its disclosure to unauthorised persons, takeover by an unauthorised person, processing in violation of the Act and change, loss, damage or destruction, - restrict access only to persons holding an individual authorisation to process data, - keep records of authorised persons, - ensure that persons with access to the data retain the data and the means to safeguard the confidentiality of the data, whereby this obligation shall remain in force after the termination of employment 5. The Buyer agrees to further outsource the processing of personal data by the Seller. 6. The Seller shall be responsible for the consequences of third party actions to whom the performance of the above activities for the benefit of the Buyer has been outsourced, as for its own actions.
9. WITHDRAWAL FROM THE CONTRACT
1. The Buyer may withdraw from the Contract in the event of the Seller’s delay of more than 30 (thirty) days in the completion of the order within the period specified in the order acceptance confirmation, after prior written call on the Seller to complete the order within an additional period of 7 (seven) days. 2. If the Buyer withdraws from the Contract for the reasons specified in section 1, the Seller shall be obliged to return to the Buyer the part of the price and remuneration paid so far. 3. The Seller may withdraw from the Contract in case of a delay of the Buyer in payment of a part or the whole amount due. 4. The Parties may terminate the Contract at any time by written agreement, otherwise being null and void.
10. FINAL PROVISIONS
1. In matters not regulated in this Contract the relevant provisions of the Civil Code shall apply. 2. The Parties shall submit any disputes which may arise from the performance of contracts to a common court of law having jurisdiction over the Seller’s registered office. 3. Any amendment to the contracts and orders shall be null and void, unless made in writing.
Last GTS update: 2019.01.01