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Sales conditions
GENERAL TERMS OF SALE OF COMPLEX S.A.
Signing the invoice or receiving the confirmation of the order, you concluded the sales contract with COMPLEX Spółka Akcyjna hereinafter referred to as COMPLEX S.A. regulated by the regulations of the Civil Code with the amdendments defined below. Sales takes place pursuant to the below terms and conditions which were provided and accepted by you when concluding the contract and constitute the general conditions of the contract in the understanding of the art. 384§1 of the Civil Code.
1. COMMERCIAL OFFERS AND ORDERS
The offers of COMPLEX S.A. are valid within the stated time limited only by the time of depletion of current stock. For COMPLEX S.A. it is required to submit a written order in response to the presented offer. Before receiving an official order from the client we reserve the right to sell the goods falling under a given offer to third parties.
2. TERMS OF RECEVING GOODS
1.Unless the parties decided otherwise, the goods are released to the purchaser in the warehouse located on the area of COMPLEX S.A. seat in Łódź.
2.If the order is realized by COMPLEX S.A. Branch, the release of goods may take place in the warehouse run in the Branch.
3. COMPLEX S.A. bears no costs of transport of the goods sold.
3. PRICES AND THEIR CHANGE
1. All the prices given are net prices, to which VAT tax should be added. The set prices are loco COMPLEX S.A. warehouse.
2. COMPLEX S.A. reserves the right to change the prices in particular in connection with the change of interest rate, remunerations, prices of materials, energy crisis, changes of legal regulations and other changes which COMPLEX S.A. has no influence on.
4. TERMS OF PAYMENT
1. Immediately after confirming the order by COMPLEX S.A. - however not later than within 3 days, the Purchaser shall effect the advanced payment into the bank account of COMPLEX S.A. for the ordered goods in the amount of at least 30% of the gross value of the order unless the parties agreed otherwise.
2. The payment of the remaining part of the price is made at acceptance or by prepayment unless the parties agreed otherwise. If the parties agreed on particular terms of payment - the terms of payment valid at the acceptance of the goods are binding.
3. If the payment is done by wire transfer, the day of ackonwledgement on the bank account of COMPLEX S.A. is considered the day of payment.
4.In the event of delay in payment, COMPLEX S.A. is authorized to demand the payment of statutory interest.
5. The Purchaser declares that it has no reservations concerning the transfer of receivables resulting from this operation to the third party in the event of the failure to make payments on time.
6.COMPLEX S.A. may accept, for the purpose of settling liabilities, bills of exchange or checques - however the payment takes place only at the moment of their realization.
7. The Purchaser is not authorized to withhold payment or make deductions of its liabilities towards COMPLEX S.A.
8. This invoice is the final request for payment.
5. DELIVERY - TIME AND TERMS AND CONDITIONS
1. The purchase bears the total risk connected with the goods from the moment of their, even partial, release. COMPLEX S.A. is not responsible for defects or losses which arise during transport.
2. Unexpected events and other obstacles which cause delay in delivery such as - in particular: force majeure, employee strikes, lockouts, extraordinary measures taken by the government, obstacles in transport in connection with icing of roads or other difficulties, disturbance of work in the company, intervals in energy supply, other similar difficulties in production, fire, accident in the plant, in the company's factory or at subsuppliers', delayed, defective or incomplete deliveries of materials ordered at the right time at the subsupplier's do not result in the liability on the side of COMPLEX S.A. for the delays in delivery and, at the same time, authorize COMPLEX S.A. to extend the term of delivery or partial or total resignation from the delivery. Exceeding the set time of delivery for reasons other than the ones above obliges the ordering party to set an additional time of delivery.
3. The Purchaser declares that together with the delivery of the goods, he was provided with all the required documents concerning these goods.
6. RETURN, ACCEPTANCE OF GOODS, DELAY IN ACCEPTANCE
1. Return of goods takes place at the cost and responsibility of the purchaser.
2. The return of goods of full value is possible only upon obtaining the written consent of COMPLEX S.A. and upon deduction of costs of accepting the goods to the warehouse again.
3. COMPLEX S.A. has the right to set the additional date of goods acceptance to the purchaser who fails to accept the goods within the time limit. After its ineffective expiry, COMPLEX S.A. may issue the sales document without informing the purchaser and may administer the goods freely.
4. In the event mentioned in item 3, the Purchaser authorized COMPLEX S.A. to the sale of goods to another purchaser and to account the received amount for the sales price, whereas firstly for the interest on default.
7. CHANGE IN THE PRODUCTS
COMPLEX S.A. has the right to change its offer without the necessity to inform yhe purchaser about this
8. GUARANTEES
1. COMPLEX S.A. grants the Purchaser with the guarantee for the products sold which do not fall under the manufacturer's guanrantee, for the period of 12 months from the day of concluding the contract.
2. COMPLEX S.A. grantes an 18-month guarantee from the day of concluding the sales contract, for the bearings and bearing sleeves of its own brand CX, and the condition of obtaining the guarantee is presenting the originals of the documents of the purchase of bearings or bearing sleeves in COMPLEX S.A.
3. Within the framework of the guarantee a free of charge repair or the exchange of the parts which on the basis of the tests conducted by COMPLEX S.A. are found defective due to incorrect production, design or used faulty materials, is made at COMPLEX S.A. discretion.
4. The goods falling under the guarantee - in the event of occurrence of defects, should be dismantled by the purchaser and sent to COMPLEX S.A. at the cost and responsibility of the purchaser. The purchaser is obliged to prepare a detailed description of the defect being the reason for the complaint. The goods being the subject of the complaint should be free from unnecessary equipment. In the event of ackonwledgment of the complaint, the purchaser collects the repaired or exchanged goods in the seat of COMPLEX S.A. unless the parties agree on a differenct place. COMPLEX S.A. shall not be charged with the costs of repeated assembly.
5. The possibility of seeking claims on account of the guarantee expires when, without the agreement with COMPLEX S.A., a wilful violation of the goods by the purchaser took place, in particular in the form of repair, wrong installation, modification, processing, wrong operation or other physical interference with the goods sold, without the knowledge and written consent of COMPLEX S.A.
6. Free repairs can be made only in the event if the goods were not installed in the wrong way, repaired or changed without the consent of COMPLEX S.A. or used for the purposes different than the intended use or not pursuant to the instructions or recommendations of COMPLEX S.A.
7. The rights resulting from the guarantee are suspended by the day of complete payment for the goods sold.
8. The purchaser shall be charged with the costs of unjustified calling COMPLEX S.A. to exchange or repair the goods (e.g. goods free from defects, damaged as a result of faulty assembly or wrong usage) in the form of, among others, journey, expertise, laboratory tests, used parts etc.
9. When selling second-hand goods the liability on account of guarantee is excluded unless there is separate, written understanding between the parties in this scope.
10. COMPLEX S.A. warns that some bearings, in the lowest price group, may not meet the highest standards of quality recommended in particularly demanding structures. Therefore, the application of these bearings in particularly demanding structures takes place at the risk of the client.
9. RESPONSIBILITY
1. COMPLEX S.A. does not bear responsibility for incorrect or faulty interpretation of all the information and technical data which is printed in the catalogues, brochures etc. The Purchaser makes use of all the advice, suggestions and tips coming from the materials not published by COMPLEX S.A. at his own responsibility.
2. COMPLEX S.A. bears no responsibility for any losses arisen due to the reasons connected with the purchased goods - apart from the responsibility on account of the guarantee pursuant to these terms.
3. The rights resulting from the guarantee deplete the purchaser's claims. Therefore, the responsibility of COMPLEX S.A. on account of surety is excluded.
4. The Purchaser is obliged to inform COMPLEX S.A. about the losses and defects after the acceptance of goods, pursuant to the principles included in item 10 of these terms.
5. COMPLEX S.A. liability for damages towards the purchaser is excluded.
10. THE PRINCIPLES OF INFORMING ABOUT CLAIMS
1. The purchaser is obliged to test the goods at the moment of receiving them. Any claims concerning the purchased goods should be filed in the written form at the time determined to be sufficient to test the purchsed goods. In commercial relations with COMPLEX S.A. this time amounts to two weeks. Upon the expiry of the time limit the purchaser is not entitled to any claims towards COMPLEX S.A. apart from the claims resulting from the guarantee granted for the purchased goods, with the observance of the requirements included in item 8.
2. The statement of quantitative shortages must be reported in writing within 2 days from the day of acceptance of goods. If the purchaser had the possibility to count the goods at acceptance, the shortages should be reported at the acceptance of the goods. Otherwise COMPLEX S.A. is not liable for the shortages.
11. ADDITIONAL RESERVATIONS
1. It is not permitted to pledge the purchsed goods or to impose any other charge. The deed of title is transferred on the purchaser upon the fulfilment of all the obligations resulting from the payment for the goods.
2. As at the moment of releasing the goods to the purchaser all the burdens connected with the goods are transferred on the purchaser and also the risk of accidental loss or damage - COMPLEX S.A. advises the purchaser insuring the goods agains fire, damage, theft and storing in a separate place - if the warehouse conditions are adequate for this.
12. COMPETENCE OF COURTS
The court competent to settle possible disputes between the parties, which may arise in connection with this contract, is the Court with adequate material jurisdiction due to the seat of COMPLEX S.A.
13. FINAL PROVISIONS
1. If any single provisions of the general terms of sale are found invalid, this does not influence the validity of the remaining provisions or their parts.
2. Any amendments deviating from the provisions of these general terms of sale require written form and the approval by COMPLEX S.A.
Signing the invoice or receiving the confirmation of the order, you concluded the sales contract with COMPLEX Spółka Akcyjna hereinafter referred to as COMPLEX S.A. regulated by the regulations of the Civil Code with the amdendments defined below. Sales takes place pursuant to the below terms and conditions which were provided and accepted by you when concluding the contract and constitute the general conditions of the contract in the understanding of the art. 384§1 of the Civil Code.
1. COMMERCIAL OFFERS AND ORDERS
The offers of COMPLEX S.A. are valid within the stated time limited only by the time of depletion of current stock. For COMPLEX S.A. it is required to submit a written order in response to the presented offer. Before receiving an official order from the client we reserve the right to sell the goods falling under a given offer to third parties.
2. TERMS OF RECEVING GOODS
1.Unless the parties decided otherwise, the goods are released to the purchaser in the warehouse located on the area of COMPLEX S.A. seat in Łódź.
2.If the order is realized by COMPLEX S.A. Branch, the release of goods may take place in the warehouse run in the Branch.
3. COMPLEX S.A. bears no costs of transport of the goods sold.
3. PRICES AND THEIR CHANGE
1. All the prices given are net prices, to which VAT tax should be added. The set prices are loco COMPLEX S.A. warehouse.
2. COMPLEX S.A. reserves the right to change the prices in particular in connection with the change of interest rate, remunerations, prices of materials, energy crisis, changes of legal regulations and other changes which COMPLEX S.A. has no influence on.
4. TERMS OF PAYMENT
1. Immediately after confirming the order by COMPLEX S.A. - however not later than within 3 days, the Purchaser shall effect the advanced payment into the bank account of COMPLEX S.A. for the ordered goods in the amount of at least 30% of the gross value of the order unless the parties agreed otherwise.
2. The payment of the remaining part of the price is made at acceptance or by prepayment unless the parties agreed otherwise. If the parties agreed on particular terms of payment - the terms of payment valid at the acceptance of the goods are binding.
3. If the payment is done by wire transfer, the day of ackonwledgement on the bank account of COMPLEX S.A. is considered the day of payment.
4.In the event of delay in payment, COMPLEX S.A. is authorized to demand the payment of statutory interest.
5. The Purchaser declares that it has no reservations concerning the transfer of receivables resulting from this operation to the third party in the event of the failure to make payments on time.
6.COMPLEX S.A. may accept, for the purpose of settling liabilities, bills of exchange or checques - however the payment takes place only at the moment of their realization.
7. The Purchaser is not authorized to withhold payment or make deductions of its liabilities towards COMPLEX S.A.
8. This invoice is the final request for payment.
5. DELIVERY - TIME AND TERMS AND CONDITIONS
1. The purchase bears the total risk connected with the goods from the moment of their, even partial, release. COMPLEX S.A. is not responsible for defects or losses which arise during transport.
2. Unexpected events and other obstacles which cause delay in delivery such as - in particular: force majeure, employee strikes, lockouts, extraordinary measures taken by the government, obstacles in transport in connection with icing of roads or other difficulties, disturbance of work in the company, intervals in energy supply, other similar difficulties in production, fire, accident in the plant, in the company's factory or at subsuppliers', delayed, defective or incomplete deliveries of materials ordered at the right time at the subsupplier's do not result in the liability on the side of COMPLEX S.A. for the delays in delivery and, at the same time, authorize COMPLEX S.A. to extend the term of delivery or partial or total resignation from the delivery. Exceeding the set time of delivery for reasons other than the ones above obliges the ordering party to set an additional time of delivery.
3. The Purchaser declares that together with the delivery of the goods, he was provided with all the required documents concerning these goods.
6. RETURN, ACCEPTANCE OF GOODS, DELAY IN ACCEPTANCE
1. Return of goods takes place at the cost and responsibility of the purchaser.
2. The return of goods of full value is possible only upon obtaining the written consent of COMPLEX S.A. and upon deduction of costs of accepting the goods to the warehouse again.
3. COMPLEX S.A. has the right to set the additional date of goods acceptance to the purchaser who fails to accept the goods within the time limit. After its ineffective expiry, COMPLEX S.A. may issue the sales document without informing the purchaser and may administer the goods freely.
4. In the event mentioned in item 3, the Purchaser authorized COMPLEX S.A. to the sale of goods to another purchaser and to account the received amount for the sales price, whereas firstly for the interest on default.
7. CHANGE IN THE PRODUCTS
COMPLEX S.A. has the right to change its offer without the necessity to inform yhe purchaser about this
8. GUARANTEES
1. COMPLEX S.A. grants the Purchaser with the guarantee for the products sold which do not fall under the manufacturer's guanrantee, for the period of 12 months from the day of concluding the contract.
2. COMPLEX S.A. grantes an 18-month guarantee from the day of concluding the sales contract, for the bearings and bearing sleeves of its own brand CX, and the condition of obtaining the guarantee is presenting the originals of the documents of the purchase of bearings or bearing sleeves in COMPLEX S.A.
3. Within the framework of the guarantee a free of charge repair or the exchange of the parts which on the basis of the tests conducted by COMPLEX S.A. are found defective due to incorrect production, design or used faulty materials, is made at COMPLEX S.A. discretion.
4. The goods falling under the guarantee - in the event of occurrence of defects, should be dismantled by the purchaser and sent to COMPLEX S.A. at the cost and responsibility of the purchaser. The purchaser is obliged to prepare a detailed description of the defect being the reason for the complaint. The goods being the subject of the complaint should be free from unnecessary equipment. In the event of ackonwledgment of the complaint, the purchaser collects the repaired or exchanged goods in the seat of COMPLEX S.A. unless the parties agree on a differenct place. COMPLEX S.A. shall not be charged with the costs of repeated assembly.
5. The possibility of seeking claims on account of the guarantee expires when, without the agreement with COMPLEX S.A., a wilful violation of the goods by the purchaser took place, in particular in the form of repair, wrong installation, modification, processing, wrong operation or other physical interference with the goods sold, without the knowledge and written consent of COMPLEX S.A.
6. Free repairs can be made only in the event if the goods were not installed in the wrong way, repaired or changed without the consent of COMPLEX S.A. or used for the purposes different than the intended use or not pursuant to the instructions or recommendations of COMPLEX S.A.
7. The rights resulting from the guarantee are suspended by the day of complete payment for the goods sold.
8. The purchaser shall be charged with the costs of unjustified calling COMPLEX S.A. to exchange or repair the goods (e.g. goods free from defects, damaged as a result of faulty assembly or wrong usage) in the form of, among others, journey, expertise, laboratory tests, used parts etc.
9. When selling second-hand goods the liability on account of guarantee is excluded unless there is separate, written understanding between the parties in this scope.
10. COMPLEX S.A. warns that some bearings, in the lowest price group, may not meet the highest standards of quality recommended in particularly demanding structures. Therefore, the application of these bearings in particularly demanding structures takes place at the risk of the client.
9. RESPONSIBILITY
1. COMPLEX S.A. does not bear responsibility for incorrect or faulty interpretation of all the information and technical data which is printed in the catalogues, brochures etc. The Purchaser makes use of all the advice, suggestions and tips coming from the materials not published by COMPLEX S.A. at his own responsibility.
2. COMPLEX S.A. bears no responsibility for any losses arisen due to the reasons connected with the purchased goods - apart from the responsibility on account of the guarantee pursuant to these terms.
3. The rights resulting from the guarantee deplete the purchaser's claims. Therefore, the responsibility of COMPLEX S.A. on account of surety is excluded.
4. The Purchaser is obliged to inform COMPLEX S.A. about the losses and defects after the acceptance of goods, pursuant to the principles included in item 10 of these terms.
5. COMPLEX S.A. liability for damages towards the purchaser is excluded.
10. THE PRINCIPLES OF INFORMING ABOUT CLAIMS
1. The purchaser is obliged to test the goods at the moment of receiving them. Any claims concerning the purchased goods should be filed in the written form at the time determined to be sufficient to test the purchsed goods. In commercial relations with COMPLEX S.A. this time amounts to two weeks. Upon the expiry of the time limit the purchaser is not entitled to any claims towards COMPLEX S.A. apart from the claims resulting from the guarantee granted for the purchased goods, with the observance of the requirements included in item 8.
2. The statement of quantitative shortages must be reported in writing within 2 days from the day of acceptance of goods. If the purchaser had the possibility to count the goods at acceptance, the shortages should be reported at the acceptance of the goods. Otherwise COMPLEX S.A. is not liable for the shortages.
11. ADDITIONAL RESERVATIONS
1. It is not permitted to pledge the purchsed goods or to impose any other charge. The deed of title is transferred on the purchaser upon the fulfilment of all the obligations resulting from the payment for the goods.
2. As at the moment of releasing the goods to the purchaser all the burdens connected with the goods are transferred on the purchaser and also the risk of accidental loss or damage - COMPLEX S.A. advises the purchaser insuring the goods agains fire, damage, theft and storing in a separate place - if the warehouse conditions are adequate for this.
12. COMPETENCE OF COURTS
The court competent to settle possible disputes between the parties, which may arise in connection with this contract, is the Court with adequate material jurisdiction due to the seat of COMPLEX S.A.
13. FINAL PROVISIONS
1. If any single provisions of the general terms of sale are found invalid, this does not influence the validity of the remaining provisions or their parts.
2. Any amendments deviating from the provisions of these general terms of sale require written form and the approval by COMPLEX S.A.