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STANDARD TERMS AND CONDITIONS OF SALE


1. General Provisions.

These General Terms and Conditions of Sale constitute general terms and conditions within the meaning of Article 384 of the Civil Code and apply to all contracts for the sale of goods and services in which the seller is Apex Group Polska Sp. z o.o. with its registered office in Tomaszów Mazowiecki, ul. Dobra 35/37 m.4, 97-200 Tomaszów Mazowiecki, entered into the Register of Entrepreneurs kept by the District Court for Łódź Śródmieście in Łódź, XX Commercial Division of the National Court Register under KRS number: 0001096683, NIP: PL7732507943, hereinafter referred to as the Seller.

These GTCs form an integral part of the sales contracts for goods and services concluded by the Seller.

These GTCs do not apply if the other party to the contract is a natural person who acquires goods or orders services for a purpose not related to their business or professional activity.

These GTCs exclude the application of other contractual templates (general terms and conditions of the contract, terms of sale, contract templates, regulations, etc.) used or established by the Buyer, except for those expressly accepted by the Seller.

These GTCs are published on the Seller's website: www.ceres.apex-group.pl.

2. Definitions used in these General Terms and Conditions of Sale.

The terms shall mean:

  • GTCs - these General Terms and Conditions of Sale.
  • Seller – Apex Group Polska Sp. z o.o. with its registered office in Tomaszów Mazowiecki, ul. Dobra 35/37 m.4, 97-200 Tomaszów Mazowiecki, entered into the Register of Entrepreneurs kept by the District Court for Łódź Śródmieście in Łódź, XX Commercial Division of the National Court Register under KRS number: 0001096683, NIP: PL7732507943.
  • Buyer – a natural person, a legal person, an organizational unit without legal personality to which the law grants legal capacity, conducting business or professional activity in its own name, as well as a partner in a civil law partnership in the scope of their business activity.
  • Payment Term – the day of payment of the Buyer's liability indicated on the VAT invoice issued by the Seller or resulting from the contract.
  • Goods – commercial goods and products manufactured and/or sold by the Seller under a contract concluded with the Buyer, or on the basis of an order placed by the Buyer.
  • Services - services performed by the Seller under a contract concluded with the Buyer, or on the basis of an order placed by the Buyer.

3. Conclusion of the Contract.

Information concerning the Products for which the Seller is the vendor, presented in catalogues, folders, brochures, etc., as well as posted on the Seller's website, is for advertising purposes only and does not constitute an offer within the meaning of the Civil Code.

Any agreements, assurances, guarantees, promises, and changes made orally by the Seller's employees or representatives in connection with the conclusion of a sales contract, submission of an offer, or confirmation of an order are not binding on the Seller and cannot be the basis for any claims against the Seller.

The Buyer may place orders in writing and electronically.

The Buyer's order should contain the following data:

  • name of the Buyer – along with the exact address
  • NIP (Tax Identification Number)
  • specification of the indicated Product by trade name or alphanumeric symbol from the offer
  • quantity of the ordered goods
  • date, place, and conditions of delivery/receipt of the Product.

In response to the Buyer's order, the Seller shall send a price offer for the Products covered by the order in writing (by e-mail or post).

The contract between the Seller and the Buyer is concluded upon the Seller's confirmation of the contract terms.

The absence of a written order and order confirmation in the specified manner is tantamount to the fact that the sales contract has not been concluded. Any legally provided possibilities of a tacit (implied) conclusion of the contract are excluded.

The conclusion of the contract is also possible on the basis of a written offer submitted by the Seller. In the event of discrepancies between the order placed by the Buyer and the Seller's offer, the order confirmation issued and sent to the Buyer by the Seller is binding, unless the Buyer cancels the order in writing (by e-mail) immediately, but no later than within 1 calendar day from the date of receipt of the written order confirmation from the Seller.

If the order relates to an offer previously presented by the Seller, it is necessary to include the number of this offer on the order. If the offer number is not referenced, the Seller is not liable for any price discrepancies on the VAT invoice, lack of Product availability, or discrepancies in the special parameters of the Product specified in the original order.

In the event that, for reasons beyond the Seller's control, the Seller is unable to perform the contract in whole or in part, it has the right to withdraw from it in whole or in part. Such a right is available until the day of delivery/receipt of the Products agreed by the Parties. The Seller is not liable for any damage that may arise to the Buyer and/or its business partners or contractors as a result. Withdrawal from the contract by the Seller cannot be the basis for any claims against the Seller.

Cancellation of an order by the Buyer is permissible before receiving the Seller's order confirmation. If the order has been confirmed by the Seller, cancellation of the order by the Buyer is permissible only in exceptional situations, after prior written agreement on the terms of order cancellation with the Seller. The Seller reserves the right to charge the Buyer with the actual costs incurred up to the moment of cancellation - not exceeding the value of the order.

4. Price.

The price for the Product which is the subject of the sales contract will be specified each time in the Seller's offer or the sales contract.

The Buyer is obliged to pay the price within the period resulting from the VAT invoice issued by the Seller, unless a different period results from the provisions of the offer or the sales contract.

The term and form of payment are agreed individually for each Buyer.

Payment of the price is made by bank transfer to the bank account indicated by the Seller on the VAT invoice or in another form agreed upon in the offer or sales contract.

Payment is considered made upon the crediting of funds to the Seller's bank account.

The Seller reserves the right to unilaterally increase the price of the Products if, after the conclusion of the contract, circumstances arise that justify a price increase over which the Seller had no influence, such as an increase in customs duties, the introduction of additional customs fees, the introduction of other public-law charges, etc.

The prices quoted by the Seller are net prices and will be increased by the applicable value-added tax at the rate and in accordance with the requirements provided for in the applicable laws.

The prices quoted by the Seller do not include transport costs or any customs duties or other financial charges imposed on the Products according to the law applicable to the Buyer's registered office.

Failure to pay even a part of the due amount within the specified period entitles the Seller to suspend the delivery of Products and to halt the execution of already accepted orders until the Buyer pays all due amounts together with statutory interest for delay. The Seller may make the execution of a new order placed by a Buyer who is in arrears with payments or pays invoices late conditional on the payment of an advance on the new order.

If any payment to the Seller is delayed by more than 14 days, the Seller may withdraw from the sales contract without setting an additional deadline. The Seller is not liable for any damage resulting from these reasons. The Seller's withdrawal from the contract cannot be the basis for any claims against the Seller.

In the event of a delay in payment of the price, the Seller is entitled to interest for the period of delay, even if the Seller has not suffered any damage and even if the delay was the result of circumstances for which the Buyer is not responsible. The Seller is entitled to statutory interest, unless a different interest rate is specified in the contract. The obligation to pay interest does not exclude a claim for damages on general principles.

Filing a complaint does not release the Buyer from the obligation to pay for the Products within the agreed period.

5. Delivery and Transport of Products.

The delivery of Products will be carried out within the period specified in the offer, order confirmation, or the contract concluded by the Parties.

The delivery date may change in the event of:

  • delays in deliveries from the manufacturer or the Seller's supplier;
  • suspension of delivery for reasons attributable to the Buyer;
  • the Buyer's delay in paying the price;
  • failure by the Buyer to provide the Seller with the information necessary for the execution of the delivery;
  • force majeure.

In such a case, the delivery period will be extended by the duration of such circumstances, taking into account the time necessary for the Seller to resume delivery. The Buyer is not entitled to any claims for delayed delivery for the reasons mentioned above.

The cost and risk of transporting the Products are borne by the Buyer.

The risk of damage, destruction, or loss of the Product passes from the Seller to the Buyer at the moment it is handed over to them by the Seller, and in the case of entrusting the Product to a carrier indicated by the Buyer, at the moment the Product is handed over to the carrier, regardless of who bears the transport costs.

The Buyer is obliged to carefully and thoroughly check the conformity of the delivered Product with the order immediately upon receipt. In particular, they are obliged to check: the condition of the shipment, and the quality, quantity, and assortment of the delivered Product, and to immediately (i.e., no later than 3 working days from the receipt of the Product) report any reservations in this regard to the carrier and the Seller by drawing up a non-conformity report. The Seller reserves the right to inspect the reported damage at the place of delivery.

If the Buyer extends the agreed delivery date or fails to collect the Products at the time agreed by the Parties, the Seller has the right to charge the Buyer with transport costs and storage costs at a rate of 0.1% of the sales value for each day of storage.

If the Buyer delays the collection of the Product from the Seller's warehouse for a period longer than 7 (in words: seven) days or has not collected the Product at another agreed place within the agreed period, the Seller shall call upon the Buyer to collect the Product within 7 (in words: seven) days from the date of receipt of the call.

After the ineffective expiry of the additional period described in point 7, the Seller is entitled to hand over the Product for storage or to store the goods in its own warehouse, at the expense and risk of the Buyer. The costs for the non-contractual storage of the uncollected Product for each day of storage amount to PLN 850.00 net.

6. Proof of Export, Value Added Tax.

If the Buyer or its representative, having its registered office outside the territory of the Republic of Poland, collects the Product and transports or sends it to a country not belonging to the European Union, they are obliged to provide the Seller with a copy of the document required by tax regulations, in which the customs office specified in the customs regulations has confirmed the export of the Products outside the territory of the European Union and from which the identity of the Product supplied by the Seller with the product exported outside the territory of the European Union is evident. If this document is not presented by the Buyer by the 25th day of the month following the calendar month of receipt of the Product, the Seller will charge the Buyer with the amount of value-added tax at the rate applicable to domestic sales for the delivered goods, together with the due interest. If this document is subsequently presented by the Buyer, the Seller will correct the previous charge for value-added tax.

In the case of delivery from the territory of the Republic of Poland to another European Union country, the Buyer is obliged to provide the Seller with its valid identification number for intra-Community transactions under which it operates in a European Union country other than Poland, and to present documents unequivocally confirming that the Products delivered by the Seller have been exported from the territory of Poland and delivered to the purchaser in the territory of another European Union member state, in particular: transport documents received by the carrier (forwarder) responsible for the export of goods from the territory of Poland, from which it is clear that the goods have been delivered to their destination in the territory of another European Union country. In the absence of the transport document indicated above, the Buyer is obliged to present other documents unequivocally confirming the delivery of the goods to the recipient in the destination country. If the above documents are not presented by the Buyer by the 25th day of the month following the calendar month of receipt of the goods, the Seller will charge the Buyer with the amount of value-added tax at the rate applicable to domestic sales for the delivered goods, together with the due interest. If this document is subsequently presented by the Buyer, the Seller will correct the previous charge for value-added tax.

The Seller may, at its own discretion, make a sale outside the territory of Poland with VAT charged, and after the Buyer sends documents confirming that the goods have left the territory of Poland and reached their destination, make an appropriate correction to the invoice and make a corresponding refund of the amount from the original invoice or make an appropriate set-off against amounts due to it from the Buyer.

7. Force Majeure.

The Seller shall not be liable for the effects of force majeure, which is understood as an event that could not have been foreseen with the diligence required in commercial relations, which is external, and which the Seller could not have opposed by acting with due diligence, in particular: strikes, internal strife at home or abroad, blockades of border crossings, ports or other commonly used entry or exit points, import or export bans, earthquakes, floods, epidemics, and other events of natural forces that the Seller could not have foreseen.

8. Contractual Penalties.

The Buyer is obliged to pay the Seller a contractual penalty for withdrawing from the contract for reasons not attributable to the Seller, within 7 calendar days from the date of conclusion of the contract, in the amount of 20% of the price increased by the applicable value-added tax. Payment of the contractual penalty does not release the Buyer from being charged with the actual costs incurred up to the moment of withdrawal from the contract for reasons not attributable to the Seller.

Payment of the contractual penalty does not exclude the Seller's right to claim damages exceeding its amount on general principles.

9. Liability.

The Seller is liable for the non-performance or improper performance of the contract, with the provision that this liability is limited to actual damage, excluding lost profits. The Seller is also not liable for any damages arising from the improper selection of Products, their improper use or use not in accordance with their intended purpose or the operating and maintenance instructions, as well as any damages to the occurrence or extent of which the condition and properties of the infrastructure within which the Products are to be operated had an influence, including in particular those of its elements with which the Products are to be connected.

In any case, the Seller's liability for any damages not covered by the exclusion is limited to the Buyer's actual loss, in an amount not exceeding 100% of the net contractual remuneration, provided that this limitation shall not apply to damages caused by willful misconduct.

If the parties have agreed in writing to the delivery of Products or materials that do not meet Polish Standards or other technical or safety standards, or in the case of the Seller processing Products based on the Buyer's instructions or drawings, the Seller is not liable for any resulting damage.

The Buyer is responsible for the applicability and effects of using the Products supplied by the Seller in the Buyer's specific design solutions, even if the Seller was involved as an advisor or consultant in the preparation of the Buyer's design and final product.

The Seller is not liable to the Buyer for defects in goods manufactured by the Buyer using Products supplied by the Seller.

10. Warranty.

Apex Group Polska, hereinafter referred to as the Guarantor, warrants that the product is free from defects in material and workmanship. The Guarantor's liability does not cover normal wear and tear or destruction.

For the warranty to be valid, the Warranty Card must be signed by the Buyer. The holder of the original, correctly filled-out Warranty Card is entitled to the warranty.

The Buyer is entitled to exercise the rights arising from the warranty only on the basis of the warranty card issued by the Guarantor and only if the rules of use and maintenance of the sold Product, as specified by the Guarantor, are observed.

The Guarantor grants a 12-month warranty on the sold Product, calculated from the date of purchase of the Product indicated on the warranty card.

The Guarantor undertakes to remove, free of charge, any defects in material or workmanship disclosed during the warranty period in accordance with the rules contained in this Warranty Card by repairing or replacing the device with one free of defects. The method of removing the defect shall be decided by the Guarantor.

The warranty covers only defects arising from causes originally inherent in the sold Product.

The warranty does not cover defects arising from other causes, including in particular defects resulting from:

  • improper use or application of the Product;
  • improper selection of the Product for the conditions of use;
  • improper installation or maintenance;
  • repairs or interventions made by the Buyer or third parties without the prior consent of the Guarantor or not in accordance with the instructions provided by the Guarantor;
  • force majeure.

Defects will be removed at the designated service centre of the Guarantor, depending on the warranty category granted for a given type of device by the manufacturer. The warranty period, its scope, and the place of performance of warranty services are specified in the Manufacturer's Warranty Specification.

In the case of warranty services, the person entitled to the warranty is obliged to deliver the device at their own expense.

A condition for exercising warranty rights is the delivery or presentation of the device together with proof of purchase and the original, correctly filled-out Warranty Card (i.e., containing the Guarantor's company seal, proof of purchase number, date of sale, name and type of device, serial number, VIN number, warranty category designation, a legible signature of the person issuing the card, and the buyer's signature).

Only one Warranty Card document is issued for each device at the time of sale of a new device for operation. The warranty period runs from the date of this sale. Issuing a duplicate requires the Guarantor's consent. The Guarantor is responsible for errors made when filling out the Warranty Card.

The Guarantor provides a warranty that is valid only in Poland. Warranty repairs will not be performed outside of Poland. Any repairs, even during the warranty period, performed outside of Poland are at the Buyer's expense. If the Buyer wishes the Guarantor to perform a repair abroad, such a repair will be a paid repair in every respect, including parts, labour, travel, and others. The costs of the repair referred to in the preceding sentence will be determined by the Seller upon the Buyer's notification and will be payable on the basis of an invoice issued by the Seller.

The Warranty Card is the only document on the basis of which the person entitled to the warranty may assert their rights in Poland under the granted warranty. It takes precedence over factory warranties that may be included in the user manual or other documents attached to the sold product.

The rights under the warranty do not include the right of the person entitled to the warranty to demand the return of lost profits in connection with defects of the device. The Guarantor is not liable for property damage caused by a defective product.

The Guarantor reserves the right to refuse to provide services if their performance would threaten to violate the regulations concerning the standards contained in the possessed EC Certificate of Conformity.

11. Warranty Claim Fulfillment.

Before delivering the product for warranty repair, the person entitled to the warranty is obliged to make telephone contact in order to verify the actual hardware damage of the product by the Guarantor's technical consultants, who will help solve the problem or confirm the need to hand over the product to the service centre.

When reporting a defective product, the person entitled to the warranty should attach a detailed written description of the symptoms of the defective operation of the product, taking into account the working environment and the way they manifest.

The person entitled to the warranty is obliged to provide written information about any additional components installed in the device before the service is performed. In the absence of such information, the risk of accidental loss or damage to these components is borne by the person entitled to the warranty.

The Guarantor is not liable for any damage that may occur during the transport of the product to the service centre and from the service centre to the Buyer.

In the case of providing warranty services at the place of product failure, the person entitled to the warranty reports the damage by telephone or in writing, along with the contact details of a contact person to enable further information regarding the damage to be obtained. After telephone verification of the report by technical consultants, the warranty service is carried out at an agreed time.

The Guarantor will make every effort to ensure that the defect is removed within 14 days from the moment of receiving the defective product or the report in the case of services performed at the place of product damage. The Guarantor reserves the right to extend this period in the case of the need to import components for repair from outside Poland or in other justified cases.

The Guarantor reserves the right to charge the person entitled to the warranty with the costs of service and transport when the damage was not covered by the warranty or no defect for which the Guarantor is responsible was found.

The Buyer is obliged to perform product maintenance. Failure by the Buyer to perform the obligation referred to in the first sentence results in the expiry of the rights under the warranty. The Guarantor may refuse to perform a warranty service if it finds a breach of the seals placed on the product or its components, incompleteness of the product, inconsistency or incompleteness of data in the documentation, the carrying out of unauthorized repairs, design changes, use of the product for purposes inconsistent with its intended use, overloading the product, and making alterations to the product by persons not authorized by the Guarantor.

Parts and devices replaced by the Guarantor become its property.

12. Warranty Exclusions.

The warranty does not apply to consumable components subject to natural wear and tear as a result of operation (e.g., brake linings and their components, brake cables and their components, tire tread, light bulbs, changes occurring as a result of UV radiation, etc.) covered by a separate warranty, the content of which is provided on the leaflets supplied with these consumable components.

Consumable components and parts should be claimed from the Seller by presenting proof of purchase.

The warranty applies only to the product for which it was issued.

The warranty does not cover components from other manufacturers installed in the purchased product or supplied with it. The warranty conditions for components and devices from other manufacturers have been specified by those manufacturers.

The warranty also does not cover:

  • damage resulting from random events (electrical damage, fire, flood, collisions and traffic accidents, etc.);
  • mechanical damage and defects caused by them;
  • damage resulting from operating the product in conditions or in a manner inconsistent with the manufacturer's specification, in particular resulting from overloading the product;
  • damage caused by the user's fault or ignorance;
  • activities described in the user manual, which the person entitled to the warranty is obliged to perform on their own and at their own expense;
  • transport damage occurring during the transport of the product for repair;
  • damage resulting from the use of consumable components and parts not recommended by the manufacturer;
  • defective operation of the product caused by a conflict between independently installed components or parts;
  • the phenomenon of tarnish on freshly galvanized surfaces, so-called "white rust," is a typical phenomenon for galvanized surfaces; the white coating that reduces the aesthetic value does not reduce the anti-corrosion value of the steel and is not subject to complaint.

13. Implied Warranty (Rękojmia).

The Seller's liability under the implied warranty for physical and legal defects of the Product is excluded.

14. Assignment.

The assignment of receivables due to the Buyer from the Seller is permissible only with the prior written consent of the Seller.

15. Final Provisions.

The law applicable to these GTCs is Polish law.

Any disputes arising between the parties will be settled in accordance with the provisions of Polish law, excluding the Vienna Convention on Contracts for the International Sale of Goods signed in Vienna on April 11, 1980.

The court competent to settle disputes arising from the application of these GTCs is the court competent for the Seller's registered office.

The invalidity or ineffectiveness of some of the provisions of these GTCs does not affect the validity or effectiveness of the remaining provisions.

The Seller has the right to process the Buyer's personal data for purposes related to the implementation of the sales contract.

Any changes to these GTCs will be posted on the Seller's website - www.apex-group.pl. The amended GTCs will apply from the date of their publication on the Seller's website. For contracts concluded before the change of the GTCs, the GTCs in their previous version will apply.

In the event that these GTCs have also been formulated in a language other than Polish, in the event of a dispute, the GTCs in the Polish language will apply.

By accepting these GTCs, the Buyer agrees to the processing of their personal data by the Seller and entities acting on its behalf in the country and abroad, in connection with the implementation of sales contracts for Products offered by the Seller.

The Buyer may not, without the Seller's consent, transfer knowledge and information obtained as a result of commercial contacts with the Seller to third parties in matters covered by trade secrets. The Buyer will not, during the term of the contract and after its termination, disseminate, disclose, or use also such information that does not constitute a trade secret of the Seller, but the dissemination, disclosure, or use of which could in any way harm the reputation or otherwise cause damage to the Seller.