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About Company GTS NEOTECH

General Terms of Sale of NEOTECH Sp. z o. o. based in Białystok


I. General terms

1. These general terms of sale of machines and devices (General Terms of Sale) shall be applied to all contracts for sale of machines and devices concluded by NEOTECH Sp. z o.o. company, seated in Białystok and entered into the National Court Register under KRS no.: 0000040911,NIP (Tax Identification Number): PL 9661365074, REGON: 050811142, in which NEOTECH Sp. z o.o. acts as the Seller.

2. The present General Terms of Sale shall be applied if the Buyer is an entrepreneur within the meaning of the provisions of the Civil Code (the Buyer).

3. These General Terms of Sale are a complete and exclusive contractual regulation binding the parties in the scope of sale of machines and devices. Thus, the parties exclude the application of any other contractual provisions. Any other provisions (general terms, etc.) applied by theBuyer shall not be applied.

4. The acceptance of the General Terms of Sale by the Buyer in any order or contract shall be considered as their full acceptation for all subsequent orders and contracts. In case when the General Terms of Sale are altered, the General Terms of Sale of machines and devices, which are binding on the day when an order is placed by the Buyer, shall be binding every time for the Buyer and the Seller.

5. The provisions of these General Terms of Sale may be altered only in writing or otherwise be declared null and void. Concluding of a separate sale agreement shall exclude the application of these General Terms of Sale only in the scope regulated in different manner in such agreement.

II. Conclusion of contract

1. Any information included in catalogues and advertising folders of the Seller shall not constitute an offer within the meaning of the Civil Code. Information regarding weight and dimensions, as well as photos, descriptions and drawings, included in advertising materials or attached to them by the Seller shall have only an informative character, unless otherwise is expressly indicated.

2. The basis of the concluding of a sale contract shall be the Buyer’s order, placed in response to the Seller’s offer, subject to paragraph 7 of this section. In case of any alteration of offer or introduction of reservations to the offer in the Buyer’s order, the contract shall be concluded only when the Seller confirms its acceptance of order with alterations or reservations. Lack of confirmation of such an order shall mean that a sales contract is not concluded. The parties exclude all possibilities of implied concluding of a contract which are stipulated by laws.

3. In case when the Buyer places an order without previous receiving of written offer (e.g. on the basis of commercial negotiations), a written confirmation of order’s acceptance by the Seller shall be necessary for concluding a contract.

4. Any understandings, affirmations, promises and guarantees placed orally by the Seller’s employees in connection with concluding a contract or submitting an offer shall not be binding.

5. For the effectiveness of a sale contract or its alteration, any statements exchanged between the parties in this scope shall be delivered to the other party in writing, by mail, facsimile or e-mail. This provision shall apply particularly to the offers, orders and order confirmations.

6. In case when the Seller is not able to execute a contract, fully or partially, for reasons not attributable to the Seller, the Seller shall be entitled to withdraw from the contract, fully or partially, within 3 months from concluding of such contract. The Seller shall not be responsible for possible damage resulting from that.

7. If the Buyer submits a written declaration from which it results that the Buyer does not accept the General Terms of Sale of machines and devices, then a contract between the Seller and the Buyer shall not be concluded. If the Buyer does not submit such a declaration in writing on the day of order’s submittal at the latest, then it shall mean that the Buyer gives its consent to the application of General Terms of Sales of machines and devices without any modifications.

III. Property right

1. The Seller reserves that the property right to sold machines and devices shall pass onto the Buyer only when the full price is paid to the Seller.

2. The Buyer shall bear the risk of accidental loss or damage of machines and devices from the time of their reception.

3. Until the time when the full price is paid, the Buyer:

a) shall not make any encumbrances or establish limited property rights on the machines and devices,

b) shall not give the machines or devices in using to a third person on the basis of a contract of a lease or on the basis of any other title,

c) shall not transfer the property right to the machines and devices,

d) shall not store, use or permit for using the machines and devices for a purpose or in a place which could expose them to seizure, damage or destroying.

IV. Price and terms of payment

1. The Seller sells and the Buyer purchases the machines and devices specified in the confirmation of order’s acceptance for the price specified by the Seller in the confirmation of order’s acceptance as the net price, to which the Value Added Tax shall be added, according to the rates applicable on the day when a invoice is issued.

2. In each case the price for sold goods shall be specified in the offer or sales contract.

3. The offers passed by phone, letter, facsimile or electronic mail shall not constitute the basis for contract concluding. The contract shall be concluded after receiving a written order of the Buyer and sending a written order’s confirmation by the Seller.

4. The Buyer shall be obliged to pay the price within the time stipulated in the order’s confirmation or, if the time limit is not specified there, within the time specified in a invoice issued by the Seller. Payment shall be considered as executed at the time when it is credited on the Seller’s bank account.

5. In case when the Buyer is delayed with payment of a price from any contract binding the parties, the Seller shall be entitled to restrain from executing all concluded contracts (including the delivery of machines and devices) until the Buyer pays all due amounts, including the interest. If a delay in any payment to the Seller exceeds 30 days, then the Seller shall be entitled to withdraw from the sale contract without fixing an additional time limit. The Seller shall not bear responsibility for a damage resulting from that.

6. In case when the financial standing of the Buyer deteriorates, the Seller shall have the rights stipulated in the preceding paragraph, unless the Buyer establishes an additional security to the Seller, accepted by the Seller. The assessment of Buyer’s financial standing and accepting or not accepting of additional securities shall be exclusively on the part of the Seller.

7. The Buyer shall not be entitled to deduct any amounts due to the Seller from the Seller’s receivables resulting from the contracts for sales of machines and devices.

8. In case when the Seller granted a trade credit to the Buyer (payment with deferred time limit), the Seller may limit or cancel such a credit in any time. This right shall not concern the liabilities which have already arisen.

V. Shipment and reception

1. The Seller shall deliver the machines and devices to the Buyer in accordance with EXW Białystok conditions (Incoterms ®2010), applied appropriately for the domestic turnover, from the site and within time limit stipulated in the order’s confirmation.

2. When receiving the machines or devices the Buyer shall be obliged to examine them. Receiving of machines and devices by the Buyer without examining them shall be deemed as a confirmation that the machines and devices have no visible defects.

3. On the day when the machines or devices are received, the Buyer shall be obliged to inform the Seller about visible physical defects of a device, by facsimile or e-mail, on the pain of losing the claims resulting from the guarantee.

4. When delivering the machines or devices, the Seller shall provide also the following documents to the Buyer:

a) Operation Manual,

b) Guarantee Card.

VI. Guarantee of machines and devices quality

1. The Seller shall be obliged to remove, free of charge, any visible physical defects of machines and devices, provided that these machines and devices have been examined during their reception, and such defects shall be, irrespectively of the obligation to inform about the defects, stipulated in paragraph 4, section 3, reported by the Buyer in writing, within 3 days from the delivery of machines and devices. Failure to report visible physical defects of machines and devices within this time limit shall cause the loss of rights resulting from the guarantee in the scope of these defects.

2. The Seller shall be obliged to remove the revealed physical defects of machines and devices, if:

a) machines or devices are installed and operated on the territory of Poland,

b) machines and devices are used in accordance with the instructions specified in the Operation Manual,

c) hidden physical defects reveal within 12 months from the date when the machines and devices were delivered,

d) hidden physical defects are reported by the Buyer within 3 days from their detection, and if a hidden physical defect is not reported within this time, then the rights resulting from the guarantee in the scope of these defects will be lost.

3. A written reporting of physical defects of machines and devices shall include:

a) indication of type and serial number of machine or device,

b) description of defect,

c) signature of person authorized to act in the name of the Buyer.

4. Accepting the report on physical defects of machines and devices, the Seller may, at its sole discretion:

a) remove detected defects, or

b) replace a machine or device.

5. The Seller shall commence removing the physical defects of machines and devices within 10 days from the day when a defect was reported by the Buyer.

6. In case when the Seller establishes that reporting of physical defects was groundless, the Seller shall be entitled to charge the costs borne in connection with examination of report to the Buyer.

7. The guarantee shall not cover the machines and devices with mechanical and electrical damages which have not arisen through the fault of the Seller, in particular:

a) machines and devices with damages arisen during transport and reloading,

b) damages caused by improper using or excessive using of machines or devices, negligence of the Buyer, using of machines and devices inconsistently with the operation manual or regulations of law or with inadequate diligence,

c) machines and devices damaged due to fire, flood, atmospheric discharges or other natural disasters, war, social unrest or unexpected accidents; corrosion, rust, stains, overvoltage in power network, connection to power network in a manner inconsistent with the operation manual, etc.,

d) machines and devices in which any modifications, changes or repairs altering the construction of the product have been conducted by persons other than service,

e) machines and devices the guarantee card or serial numbers of which were changed, smeared, wiped out or lost in any manner.

8. The Seller’s guarantee shall include the elements and subassemblies as well as the defects of a product arising exclusively during its proper operation.

9. The guarantee shall not be applied to spare parts and elements of equipment which are subject to normal wear and tear. The list of such parts is included in the Operation Manual.

10. Initiating a claim handling procedure shall not relieve the Buyer from the obligation to pay the price for the delivered machines and devices.

11. The Seller’s liability due to the implied warranty shall be excluded.

VII. Delays in payments and delivery, responsibility

1. In case when the Buyer is delayed with payment of full or part of the price for delivered machines or devices, the Buyer shall pay statutory interest for such delay to the Seller.

2. If the Seller is delayed in delivery of goods by more than 1 week, then the Seller shall pay a contractual penalty to the Buyer, amounting to 0.05% of the price of machine or device which was delivered with delay per each week of delay. However, this penalty shall not exceed 5% of the price of delivered machines or devices.

3. In case when the Buyer is delayed with reception of goods by more than 1 week, then the Buyer shall pay a contractual penalty to the Seller, amounting to 0.05% of the price of machine or device which was not received in time, per each week of delay, calculated from the date of delivery stipulated in the contract or order’s confirmation.

4. Compensation for damages caused to the Buyer in connection with non-performance or improper performance of the contract shall be limited, in each case, to the amount of net price of goods covered by the contract and the Seller may be responsible only for foreseeable and typical damages borne by the Buyer.

5. In case when the Seller executes the contract only in part, the Buyer shall not be entitled (provided that such a right is vested to the Buyer) to withdraw from partially executed contract.

6. The parties shall be entitled to resign from charging the contractual penalties stipulated in this section.

VIII. Jurisdiction of the court, law

1. The common court in Białystok, having a jurisdiction over the Seller’s seat, shall be the court proper for settling possible disputes.

2. The regulations of the Polish law exclusively shall apply to the contract.

IX. Other provisions

1. The titles of individual sections of these General Terms of Sale are introduced only to facilitate using of text and they shall not have a legal meaning, and thus the text of the General Terms of Sale cannot be interpreted on their basis.

2. Should the individual provisions of these General Terms of Sale appear invalid or ineffective, it shall not affect the validity and effectiveness of other provisions. In such a case the parties shall be obliged to accept such provisions which would reflect, in effective manner, the previous will of the parties.

3. General Terms of Sales of machines and devices shall become effective as of 29.05.2014.