Power Hydraulics Department  /  General sales conditions

General sales conditions

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I. General sales conditions

These "General Sales Conditions" (GSC) are an integral part of all the offers made by WROPOL ENGINEERING, commercial contracts conducted by WROPOL ENGINEERING, as well as annexes to the signed and existing contracts. The provisions specifying the type of products and services ordered by customers from WROPOL ENGINEERING as well as all and any other specific sales conditions shall be specified in separate agreements on a case-by-case basis.

II. Orders

  1. Orders made by customers are subject to acceptance by WROPOL ENGINEERING which must be confirmed by a letter, fax, or e-mail. Acceptance of a WROPOL ENGINEERING offer by the customer must be confirmed in writing. All and any agreements, amendments, and annexes to agreements must be made in writing. Customer's purchase terms and conditions are binding only when accepted by WROPOL ENGINEERING in writing.
  2. WROPOL ENGINEERING reserves all industrial property rights to all documentation and technical solutions, technical drawings, sketches and other similar documents developed by WROPOL ENGINEERING or to WROPOL ENGINEERING's order. In particular they must not be made available to any third parties without previous written consent of WROPOL ENGINEERING. The said drawings, works and documents shall be kept by WROPOL ENGINEERING for five years counting from the date of the last order for a given type of product.
  3. By commissioning WROPOL ENGINEERING to make the product to the engineering drawings, templates, designs, etc. provided by the customer, the customer ensures that the documents provided by him do not violate any property rights of any third parties.
  4. WROPOL ENGINEERING is not obliged to check whether the execution of the customer's order in accordance with the drawing, templates, designs and the like provided by the customer violates any rights protecting third party property. Full responsibility on this account shall be borne by the customer.

III. Terms and conditions of order execution

  1. Orders are carried out at WROPOL ENGINEERING's registered seat, unless WROPOL ENGINEERING and the customer agreed otherwise.
  2. WROPOL ENGINEERING bears only and exclusively the costs of product release and package. All and any other costs, and in particular collection and shipment costs, shall be borne by the customer.
  3. If it is agreed that the ordered products are not collected personally by the customer, WROPOL ENGINEERING shall package and ship the product to the customer at customer's sole risk. Transport costs shall be borne by the customer. Type of packaging and means of transportation shall be of WROPOL ENGINEERING choice.
  4. Products ready for collection shall be collected by the customer within 3 days of WROPOL ENGINEERING's information about order completion. All and any profits and burdens related to the product as well as risk of accidental loss or damage of the product shall pass to the customer upon personal collection of the product or, in case the product is not collected personally by the customer, upon handing over of the product by WROPOL ENGINEERING to the carrier. In case the customer fails to collect the ordered product in due time when obliged to collect it in person, WROPOL ENGINEERING has the right to store the product at the sole cost and risk of the customer. Lump sum cost of storage is 1% of the order value per each commenced day of storage.
  5. Order completion date is each time established as an approximate term - unless agreed otherwise. WROPOL ENGINEERING bears no responsibility for non-execution or untimely execution of customer's orders if its only cause is an unforeseen event resulting from an external cause preventing proper execution of the order (force majeure). Force majeure shall be in particular: industrial strikes, lockout, disturbances at WROPOL ENGINEERING, power failures, fire, flood, industrial accident at WROPOL ENGINEERING's or subcontractor's site, delayed, defective or non-complete supplies of materials correctly ordered in appropriate time from subcontractors. In case of the force majeure event, WROPOL ENGINEERING shall immediately notify the customer of the same. When the force majeure event ceases, WROPOL ENGINEERING shall immediately set an approximate order completion date. The order completion date in such case shall be extended by the force majeure period and by the time necessary for WROPOL ENGINEERING to resume its normal production operations. Should this not be possible, WROPOL ENGINEERING shall have the right to abandon the execution of the order.
  6. The order completion term starts upon WROPOL ENGINEERING confirmation of the customer's order, which takes place after all required technical and commercial data, approvals, explanations, etc. are obtained from the customer.
  7. In case the payment terms and conditions provide for an advance payment or down payment on part of the customer, the order completion term may be extended by the period by which the said payment is delayed. The date of payment shall be the date on which WROPOL ENGINEERING's bank account is credited.
  8. In case the term of delivery is delayed at customer's request, WROPOL ENGINEERING has the right to set a new term and, upon its ineffective expiry, to abandon the execution of the order.
  9. In case of an order for a larger quantity of products partial deliveries are allowable, unless agreed otherwise.
  10. Should WROPOL ENGINEERING delay the execution of the order, the customer - after expiry of the order completion term - has the right to abandon the order, however only until it receives information that the ordered products are ready for collection (shipment). WROPOL ENGINEERING is liable only and exclusively for customer's actual damages caused to him by intentional fault. In no case WROPOL ENGINEERING shall be liable towards the customer for lost profits.

IV. Payment

  1. The term of payment is 14 days of issuing a VAT invoice, unless agreed otherwise.
  2. In case of bank transfer, the date of payment is the date of crediting the WROPOL ENGINEERING's bank account.
  3. Prices stated in WROPOL ENGINEERING offers are net prices. Net prices shall be increased by 23% VAT of product net price.
  4. Customers paying cash (or on a full-prepayment-basis) for the products ordered, in case of a considerable order value and subject to lack of any other liabilities towards WROPOL ENGINEERING, may receive a discount for the products ordered totalling up to 3% of the value of the products ordered.
  5. In case of failure to pay for the ordered products in due time, WROPOL ENGINEERING is entitled to charge interest for default on the basis and in the amount specified in the Civil Code and in the Commercial Transaction Payment Terms Act of 12 June 2003.
  6. In case WROPOL ENGINEERING receives information, that the customer is insolvent or is in bad financial situation, WROPOL ENGINEERING may require full down payment for the order products or cash payment for the ordered products or provision by the customer of a collateral for payment of the price of the products ordered.

V. Title to the product

  1. The sold products remain WROPOL ENGINEERING's property until the customer pays the whole price for the products.
  2. In case the customer delays payment for the sold products, WROPOL ENGINEERING has the right to claim its receivables at court after previous unilateral call for payment.
  3. WROPOL ENGINEERING gives its consent for installation and use of the products delivered by WROPOL ENGINEERING being WROPOL ENGINEERING's property, however on the stipulation that WROPOL ENGINEERING bears no liability whatsoever on this account, including loss of guaranty.
  4. In case of seizure, confiscation or any other disposition by third parties of the products being WROPOL ENGINEERING's property, the customer is obliged to immediately notify WROPOL ENGINEERING of the same.
  5. If the customer resells the products delivered by WROPOL ENGINEERING, WROPOL ENGINEERING is released from its liability for product application and use contrary to its intended purpose.

VI. Guaranty

  1. WROPOL ENGINEERING ensures that it conducts its operations on the basis of its own experience and that all technical consultations and the offered products and services are performed with due care.
  2. WROPOL ENGINEERING is liable for the delivered product in case of any evident structural defects in the material, incompliance with parameters provided in material technical sheets specified in accordance with the specifications and their manufacturing standards. In case of products made to drawing or design provided by the customer, WROPOL ENGINEERING is liable for conformance of the product with the provided drawing or design but reserves the right to make changes in the construction after customer's written consent.
  3. The customer is obliged, under pain of loosing his rights under guaranty referred to in clause VI. 2 GSC, to check the purchased product immediately upon receiving them. A notification of a defect in product including a concise description of any defect found, shall be submitted in writing within 5 working days of receiving the product but before the products are installed or used in any other way by the customer. The guaranty claim may be considered provided that the defective product is delivered to its manufacturer. If the claim is admitted, the product is repaired or replaced with a new one and freight fee is paid. WROPOL ENGINEERING is obliged to consider the claim within 14 days of receiving it.
  4. In case of product defects referred to in clause VI. 2 GSC, WROPOL ENGINEERING covenants, subject to other GSC provisions, to remove the defects found and in case it is not possible, to replace the product with a product free from defects - within 14 days of considering the claim.
  5. WROPOL ENGINEERING bears no liability whatsoever for product defects in case when:
    • the customer fails to make it possible for the WROPOL ENGINEERING representatives to check the identity of the defective products and the defects in them,
    • the customer fails to make it immediately possible for the WROPOL ENGINEERING representatives to perform checking tests,
    • the customer assembled the WROPOL ENGINEERING products with elements of other origin.
  6. WROPOL ENGINEERING is not liable for normal wear and tear of the products resulting from their proper use and for damages resulting from improper handling, storage, installation or use of the products, including damages caused by water or use of oil with purity class above 18/15 as per PN-ISO 4406 and filtration accuracy of more than 16µm. Furthermore, WROPOL ENGINEERING is not liable for defects in the products resulting from changes or repairs made by the customer or to his order without previous written consent of WROPOL ENGINEERING.
  7. WROPOL ENGINEERING is not liable for functioning of the products made to drawings, templates, designs, etc. provided by the customer.
  8. Irrespective of other GSC provisions, WROPOL ENGINEERING is not liable for damages incurred by the customer, and in particular for: inability to use the products, indirect losses, lost profits and/or gains as well as for effects of any possible shutdowns resulting from the use or inability to use the products.
  9. The guaranty provisions referred to herein are the only and exclusive proof of guaranty granted to the customer by WROPOL ENGINEERING; they substitute all and any other contractual and statutory obligations.
  10. WROPOL ENGINEERING's liability under warranty is excluded.
  11. If WROPOL ENGINEERING delivers goods made on the basis of designs received from the customer, then WROPOL ENGINEERING guarantees only compliance with quality and dimension specifications which were approved by the customer.

VII. Jurisdiction

All and any disputes between WROPOL ENGINEERING and the customer connected with the sale of products or provision of services to the customer by WROPOL ENGINEERING shall be settled by a court of competent subject matter jurisdiction in Wroclaw.

VIII. Final provisions

  1. Should any of the provisions of these General Sales Conditions be deemed invalid, validity of other provisions or parts of them shall be unaffected.
  2. The GSC apply to all orders carried out by WROPOL ENGINEERING starting from 01 August 2006.
  3. All and any provisions differing from these General Sales Conditions must be approved by WROPOL ENGINEERING in writing, otherwise shall be null and void.

Lutynia, date August 1, 2006.