GTC - General Terms and Conditions

Contents

        1. General Provisions
        2. Agreement and way of implementation order
        3. Remuneration
        4. Execution time
        5. Supply
        6. Compalint and Contractor’s  responsible
        7. Duty of non-disclosure
        8. Final conclusion

1. General Provisions

1. General Terms and Conditions ( hereinafter reffered to as GTC) of coperations define overall conditions of contracts regardless their subject and legal status concluded by Sacher Sp.z o.o. based in Bolesławiec ul. Ekonomiczna 6, TAX Number: 6121871116, Polish National Court Register 0000850080 ( hereinafter reffered to as Contractor) as a part of business activity.

2. GTC apply to all agreement concluded by Contractor with natural person, legal entity and organizational units that are not legal entity( hereinafter reffered to as Ordering Party ) unless the parties didn’t agree otherwise in writing under pain of nullity. GTC apply to agreements regarding Contractor offers.

3. Aparts GTC for the final shape of legal agreement concluded by Contractor with other party to the contract is also influenced by :

  • specific requirements of services accepted by both parties and settled in writng,
  • commercial and technic specifications to product definited services,
  • offer
  • order and statement of Contractor to turn on order into production implemenatation.

2. Agreement and way of implementation order

1. All marketing information regarding Contractor 's activities and provided services doesn’t constiute an offer, only an invitation the nclude a contract.

2. An order placed by Ordering Party is equivalent with concluding a contract.

3. Order should include all essential information r to start the production process :

  • accurate technical specification
  • type of raw materials
  • service -related requirements

4. Accepting the order by Contractor, with proviso that further modifications and supplementations without impact on core contents of order are possible, result conclude contract complianced with content order, including provisos provided response to it

5. Conclusing of a contract takes place the moment Ordering Party receives the statement:

  • order confirmation statment of contractorincluding time frame and remuneration

6. Contractor makes this declaration no later than within 14 working days from the date of placing the order by Ordering Party. After the expiry of 7 working days the offer submitted by Ordering Party ceases to be binding.

7. Order confirmation takes place via an e mail send to e-mail adress provided by Ordering Party.

8. Contractor is obligated to execute the order in compliance with the contract and adequate profesionall diligence

9. In case of raw materials delivered by Ordering Party, Contractor is allowed to use part of raw material to determine appropriate technological process.

3. Remuneration

1. Remuneration for services render determine by Contractor is based on Content of order

2. In case of any changes regarding range and method of treatment for services before turn on  order into production process Remuneration for Contractor is negotiable.In case the new  renumeration value does not receive approval within 7 working days from the moment    appropriate information is delivered to Ordering Party the contract is considered null and void. In such a case Ordering Party is obligated to reimburse Contractor for all costs incurred in  preparation to fulfil the contract.

3. In case of necessity to perform additional services Contractor will inform Ordering Party about such situation together with total price of services. Lack of feedback from Ordering Party within 7 workin days is to be consider consent.

4. Contractor issues an invoice containing renumeration based on contents of the contract, including VAT.

5. Ordering Party consent to be send invoice via email, E-mail adress provided in a contract.

6. Payment period for invoice is agreed – 14,30 or 60 days when Ordering Party received the invoice.Payment is made to bank account provided with the invoice. Bank account number is provided on invoice.

7. In case of delay in payment Contractor is authorised to accrual interest for delay. In case of lack payment more than two months Contractor is authorized accrual maximum interest for whole period.

8. In case of prepaid invoice or payment to advance Contractor is authorised to withhold production until appropriate payment is received.

4. Execution time

1. Execution time is establish in contract between both parties with including specificity and requirements of the order.

2. Execution time runs from the day:

  • the date when contract is signed
  • all important details are agreed upon
  • to deliver by Ordering Party suitable raw material supposing implemetation of if the order involves supllied material
  • remuneration is payed, if prepaiment has been agreed

3. Execution time doesn’t not include periods of time when order execution is impossible for reasons which are not Contractor’s fault

  • Force Majoure
  • Raw material deficiency
  • Labours Strike
  • temporary limitations having an influent for implementation order and conducted by State Institutions
  • breakdown or break in normal functioning utility media

4. In case circumstances named in point 4.3 persist for longer time than 30 days, both parties may withdraw from the contract within 14 days following the end of that period. In that case Ordering Party is obligated to pay remuneration for acomplished to that work.

5. Term of implementation order is a term when order is sent do Ordering Party.

5. Supply

1. Ordering Party can delivery order to the particular address. In such a case delivery will be pay by Ordering Party and will be deliver on his risk. Delivery can be done by Contractor or outsource to delivery man. Delivery is handled via uninsured shipment. Order is also possible to pick up in Contractor headquarters .

2. Ordering Party bears responsibility for verifying compliance of shipment with delivery note.

3. In case of inconsistencies ordering party is obligated to notify Contractor immediately, no later by the end of the day when the order was received .

4. In case of when supply was delivered and was non compliance with delivery note or order confirmed by Contractor, Ordering Party is obligated to let know about this to Contractor.

5. Ordering Party is obligated to receive order.

6. Lack of submit demage regarding in order in 2 days from received order is synonymous as a order in compliance with quality of perform and causes loss of claims from this reason.

7. In case of when shipment wasn’t received by Ordering Party, another shipment will be send and pay by Ordering Party.

8. In case of when shipment wasn’t picked up by Ordering Party, another shipment will be send the cost of the contracting authority

9. When Ordering Party delay pick up supply in terms longer than 21 days he will pay penalty to Contractor in the amount 0,25% net value of whole order for every single day of delay.

10. Penalty in point 5.9 not limit and not take ability to pursuing compensation by Contractor from Ordering Party in amount of exceed than deal penalties on general rules.

6. Complaints and Contractor’s responsible

1. Complaints is allow to submit in writing and via e – mail box. Complaints should include demage description and demands Ordering Party.

2. In case of valid complaint Contractor takes decide that order should be repair or workpiece again from scratch.

3. In case of lack ability to restore raw material delivered by Ordering Party, Contractor back cost of value used raw material subject to that their value is not higher than twice of remunaration for this order

4. In case of valid complaint whole cost of delivery will pay by Contractor. Contractor won’t pay others cost include disassembly and assembly again. When coplaints is invalid their cost will pay by Ordering Party.

5. Contractor performs order according specification delivered by Ordering Party but is not responsible for set proper technical requirement for order and for usuful order to intended using

6. Contractor doesn’t take insurance responsibility for damage caused circumstances which he can’t take responsible in this case such as

  • delivered by Ordering Party raw material is not to compliance with technical specification or wasn’t appropriate to execution order
  • Ordering Party did not report that delivered raw material was in treatment process which have influent for proper order implementation
  • for usefulness the order with final destiny workpieces

7. Contractor’s total liability for damages is limited to circumstances of a deliberate nature and to the amount of twice the net value of a given contract. Contractor’s liability for indirect damages and lost profits is excluded.

7. Duty of non-disclosure

1. Ordering Party is obligated to keep all aquired confidential information secret, in particular technical documents or technologicals solutions and information regarding technical process apllied by Contractor.

2. In case of breaches of confidentiality Ordering Party is obligated to pay Contractor contractual penalty of 15 000,00 PLN for every case of infrigement.

8. Final conclusions

1. Ordering Party shell not set off any Contractor’s claims against its own claims unless Contractor has consented to such set-off in writting.

2. Ordering Party shell not transfer the contractuar rights and obligations to third parties without the written consent from Contractor.

3. All litigation regarding execution of the contract shell by settled by competent court due to the seat of Contractor.