Calendar days– means all days in a year, including working days, Saturdays, Sundays and public holidays;
Complaint– a claim made on a complaint form concerning a Product;
Contract– agreement for the sale of Products, concluded by placing an Order by the Purchaser in accordance with these GSC and Order confirmation by the Seller (upon confirmation by the Seller), or by signing a separate contract;
Force majeure– fortuitous events impossible to foresee and prevent, in particular sudden major industrial and technological failures, interruption of energy supply, limitations caused by war, strike, state of emergency, epidemic, natural disaster or order of national and local authorities preventing the execution of the Contract, as well as interruptions, limitations or failures on the part of telecommunications network operators, preventing the correct transmission of data on telemetry cards, etc.
Offer– offer within the meaning of Article 66 of the Polish Civil Code;
Order – a completed order form, acceptance of the Seller’s Offer or acceptance of the Offer together with negotiation of the elements of the Offer, which the Seller will confirm by accepting the Order;
Parties – Purchaser and Seller;
Product– a product in the Seller’s commercial Offer;
Purchaser– a natural person making a purchase in connection with a business or professional activity, a legal person or an organisational unit without legal personality, who purchases Goods or Services from the Seller on the terms and conditions specified in these General Terms of Sale;
Seller – Inventia Sp. z o.o. with the registered office in Warsaw (02-822) Poland, Poleczki 23 Str., entered in the Register of Entrepreneurs of the National Court Register kept by the District Court in Warsaw, XIII Commercial Division of the National Court Register under KRS number 0000023113, with the share capital of PLN 50,000, NIP 9512017534, REGON 017311391;
VAT invoice – the proof of purchase confirming the purchase of the Product, issued by the Seller;
Working days– all days of the week from Monday to Friday, excluding public holidays by law;
§ 2. GENERAL PROVISIONS
These General Sales Conditions set out the rights and obligations of the Contract Parties and form part of the Contract.
The GSC shall apply to all Contracts, unless otherwise agreed by the Parties.
The GSC are communicated to the Purchaser, in the form of a PDF file, at the latest upon sending the Offer. The OWS are also available at the link https://inventia.online/general-sales-conditions/. Submission of an Order after the transmission of an Offer to the Purchaser together with GSC is tantamount to with acceptance of OWS.
Any terms and conditions differing from the GSC proposed by the Purchaser, for example on the Order or otherwise, shall not be binding on the Seller unless the Seller agrees to them in writing.
The provisions of the GSC may only be amended in writing or in the form of a documented e-mail under pain of invalidity.
Conclusion of a separate contract between the Parties excludes the application of these GSC only to the extent otherwise regulated therein.
§ 3. ORDERING OF PRODUCTS
After the Purchaser has submitted an Inquiry, the Seller shall send an Offer. In response to the sent Offer, the Purchaser, in the case of further purchase of Products, should accept the Offer, i.e. place an Order. The Seller confirms the submitted Order, which constitutes the moment of concluding the Contract between the Parties.
The Offer is made in writing and delivered to the Purchaser by post, courier, e-mail or in person. The expiry date of the respective Offer is specified directly on the Offer.
The Offer does not imply reservation of the Product. In the event of stock-outs, the price of the Product and the delivery date may change.
The Purchaser places the Order in person or by e-mail. The Order shall contain, at a minimum, the names and/or codes of the Products, their number, the company and the Purchaser’s details, including the VAT and/or KRS number, the delivery address, the date and the details (name and surname) of the person ordering.
In the event of any change to the Offer or the introduction of reservations by the Purchaser in the Order, the Contract shall only be concluded upon the Seller’s written confirmation of acceptance of the Order with the changes or reservations.
The Seller confirms that he is a registered VAT taxpayer as at the date of conclusion of the Contract.
Any agreements, promises, warranties and amendments made orally by the Seller’s employees shall not be binding and must be confirmed in writing (including by e-mail) to the address indicated in the Order, otherwise being null and void.
Once an Order has been placed, it cannot be revoked unless the Seller agrees to this in writing (including by e-mail) under pain of nullity.
The Order, subject to the issues regulated separately in the GSC, shall be binding for both Parties in the event that the Seller sends, within 14 Calendar days of receipt of the Order from the Purchaser, a confirmation of the Order.
The moment the Seller sends a confirmation of the Order with potential objections, or additions, not materially changing the content of the Order, shall be considered the moment of conclusion of the Contract in the form taking into account the objections and additions, unless the Purchaser objects to their inclusion in the Contract no later than within 2 Working Days from receipt of the confirmation with objections, or additions. In the event of timely objection by the Purchaser, the Contract shall be considered not concluded.
The Purchaser does not have the right to unilaterally withdraw from the Contract.
§ 4 PRICE AND TERMS OF PAYMENT
The price of the Product is specified each time in the Offer or in the Order confirmation. The price stated in the Seller’s Offer is valid for the period indicated therein. The price does not include any additional costs, including for example transport, customs and insurance, unless the Offer states otherwise.
The prices quoted by the Seller are always net prices, to which value added tax must be added at the rates applicable on the day the VAT invoice is issued.
The price indicated on the Offer or the Order confirmation may be given in the currency of the Polish zloty (PLN) or in the currency of another country.
The Purchaser is obliged to pay the price to the bank account indicated on the invoice
within the period specified in the VAT invoice.
Payment is deemed to have been made when the funds are credited to the Seller’s bank account.
In the event of the Purchaser’s payment default, the Seller may make the fulfillment of Orders (both current and future) conditional upon the settlement of such outstanding payments, as well as upon the prior payment of a deposit towards the current and new Order of the Purchaser or an advance payment, in accordance with paragraph 9 below.
In the event of a delay in payment, the Seller shall be entitled to charge the statutory interest for late payment in commercial transactions.
Notwithstanding the above, the Seller shall be entitled, from the first day of delay in payment by the Purchaser, without any further notice, to charge the Purchaser with the equivalent of EUR 40, EUR 70, EUR 100 converted into Polish zlotys according to the average exchange rate of the euro announced by the National Bank of Poland on the last working day of the month preceding the month in which the monetary consideration became due, which constitutes compensation for the costs of debt recovery. Such a charge will be made in respect of each commercial transaction not paid on time, confirmed by a VAT invoice. The obligation to pay the debit is independent of the number of Calendar days of delay or the fact that the debt has been settled.
Notwithstanding the above, in the event of a delay in payment exceeding 14 Calendar days or the imminent insolvency of the Purchaser, the Seller shall have the right to demand immediate payment of all outstanding receivables and to suspend the execution of the Contract until they are settled. He may also require the Purchaser to provide security for payment
If the Purchaser is more than 30 Calendar days late with the payment of any amount due to the Seller, the Seller shall be entitled to withdraw from the Contract without setting an additional period of time. The Seller shall not be liable for any resulting damages.
In such a case, the Products shown on the invoice shall be returned to the Seller at the Purchaser’s expense, intact and in a condition allowing for their further resale.
The Seller shall not be liable in connection with the untimely performance of the Contract if:
the delay is due to the late delivery of the Products to the Seller by its supplier or subcontractor;
the delay is caused by the Seller withholding the release of the Products through the fault of the Purchaser.
The Purchaser, exporting the Products outside the Polish border, undertakes to timely
(i.e. within 14 Calendar days from the receipt of the Products at the latest) provide the Seller with the required documentation related to:
confirmation that the Product has been exported to another EU country,
or
confirmation of export of the Product outside the EU.
If the Purchaser, as referred to in subclause 12 above, delays in providing the Seller with the documentation referred to above, which results in the Seller’s inability to apply the 0% VAT rate applicable to exports of goods (the deadline for submission of the tax return for a given settlement period expires), the Seller shall charge the Purchaser with all costs resulting from the necessity to apply a VAT rate other than 0%, in accordance with the applicable regulations.
§ 5. TRANSFER OF OWNERSHIP, RISK, LIABILITY
Ownership of the Product shall only pass to the Purchaser upon payment of the total amount for the Product to the Seller and is in no way linked to the acquisition of copyright.
Risk of loss of or damage to the Product shall pass from the Seller to the Purchaser when the Seller delivers the Product to the place of delivery without loading on the receiving vehicle (Incoterms 2020 formula: Ex Works). The place of delivery is: Seller’s warehouse located at 23 Poleczki Street, 02-822 Warsaw, Poland.
Loss of or damage to the Product issued to the Purchaser or delivered by the Seller to its destination does not release the Purchaser from the obligation to pay the amount resulting from the VAT invoice.
The Seller shall notify the Purchaser in writing (including by e-mail) each time a Product is placed in stock for the Purchaser’s disposal, together with an indication of the date for its collection or the period in which the Purchaser may collect it.
Compensation for damage caused by non-performance or improper performance of the Contract shall be limited to the gross value of the Contract.
The Seller shall not be liable for the consequences of the use of the delivered Products contrary to their intended use.
The vendor shall not be liable for any errors or inaccuracies occurring during the preparation and printing of the catalogue or for any errors or outdated information contained in the technical documentation published on the Internet.
The Seller shall not be liable for any unlawful use of the Product purchased from the Seller.
§ 6. DELIVERY, TRANSPORT, RETURNS
If the Seller organises the transport of the Products, the Purchaser is obliged to communicate the exact address of the place of transport in writing (including by e-mail). Any changes to the transport address must be immediately notified to the Seller and accepted by the Seller.
The date of delivery shall be as agreed between the Parties.
The Purchaser undertakes to collect the ordered Products within the period indicated in the Order confirmation, but no later than 7 Calendar Days from the date of notification of readiness for collection.
If the Product is not collected within the specified period, the Seller has the right to:
charge the Purchaser with storage costs in the amount of 0.5% of the Order value for each day of delay, but not more than 20% of the Order value,
withhold further Orders from the Purchaser until the Products have been collected and the amount due has been paid,
withdraw from the Contract and claim compensation from the Purchaser for the losses incurred, including transport, storage costs and lost profits.
Payment of the contractual penalty does not exclude the Seller’s right to claim additional compensation on general terms.
The Purchaser undertakes to carefully verify the condition of the Product, including compliance with the technical specifications, quantity, as well as visible defects, upon receipt of delivery. If at least one of the following events is detected, the Purchaser is obliged to inform the Seller no later than the next working day of the occurrence of the event and immediately take additional measures:
shortages in the collective consignment, damage to the collective packaging or to the individual products – the Purchaser is obliged to draw up a damage report with the forwarding company;
quantitative shortages of the delivered Product in relation to the number indicated on the sales document – the Purchaser is obliged to consult this state of affairs with the Seller;
for both of the above, as well as quality deficiencies in the Product, the Purchaser is obliged to create photographic documentation (advertised packaging, individual products and accessories) and submit it to the Seller along with the following information: the extent of the shortcomings or damage found, the consignment numbers of the shortcomings or damage, the documents referred to by the Purchaser (e.g. Order number, invoice), the expected remedial action.
The Parties agree that the cost of loading for transport shall be borne by the Seller and the cost of unloading by the Purchaser, irrespective of who bears the transport costs.
The Purchaser shall be responsible for the proper unloading of the Product. Until the amount due has been paid in full, the Purchaser shall be obliged to carefully protect the delivery item, in particular against fortuitous events. If repair work is necessary, the Purchaser shall carry it out at his own expense.
If a delivery cannot be made due to circumstances for which the Purchaser is responsible, the Purchaser shall be obliged to pay the Seller’s costs incurred in this circumstance.
If the Product is successfully returned, the Purchaser shall be charged with all costs of transporting the Product to the Seller. The place of return is: Seller’s warehouse located at Poleczki 23 Street, 02-822 Warsaw, Poland.
§ 7. COMPLAINT
If the Product is found to be faulty, the Purchaser is obliged to inform the Seller of this via a Complaint form: https://www.inventia.pl/serwis/.
The Complaint should contain a description of the defect in the Product, the date on which it occurred and the Purchaser’s request.
If the data or information provided in the Complaint needs to be supplemented, the Seller will ask the complainant to supplement the Complaint in the indicated scope before considering the Complaint.
The Seller undertakes to respond to the Complaint submitted by the Purchaser within 14 Calendar days. If the Seller fails to respond within the period specified in the preceding sentence, the Complaint shall be deemed justified. The Seller is liable under the guarantee if the defect has been found before the lapse of 2 years from the release of the Product to the Purchaser.
The Seller, as the manufacturer of the Products, provides the Purchaser with a warranty in accordance with the Guarantee Conditions for Telemetry Modules. In case of a defect, the Purchaser will deliver the Product at the Seller’s expense using the transport order form available at the link https://inventia-sp-z-oo.dhl24.com.pl/zwrot to the address: Inventia Sp. z o.o. Poleczki 23 Str., 02-822 Warsaw, Poland, with the annotation Service Department or deciding on a different method of delivery than the one proposed by the Seller, at his/her own expense.
Slight differences in the appearance of the Product resulting from the individual settings of the Purchaser’s computer – and in particular the monitor – are not sufficient grounds for a Complaint about the purchased Product.
The Seller’s liability under warranty to non-consumer purchasers is completely excluded and liability under warranty is described in the TG.
§ 8. APPLICATION OF THE OWS IN THE FRAMEWORK OF INTERNATIONAL AGREEMENTS
The Purchaser undertakes to comply with the laws applicable to the Products worldwide that apply to him.
For international sales contracts, the application of the Convention of 11 April 1980 on contracts for the International Sale of Goods is excluded.
The Contracts shall be concluded under Polish law and the Parties shall choose Polish law as applicable to this Contract subject to mandatory provisions.
In matters not covered by the Contract and the provisions of the GSC, the provisions of Polish law shall apply.
Due to the fact that the Seller delivers the Products to different countries, the Purchaser shall bear full responsibility for the final and binding verification of the technical and formal compliance of the Products with the legal regulations, technical standards and other local requirements in force at the place of delivery.
Non-compliance of the Product with local legal regulations, technical standards or other requirements applicable at the place of delivery shall not constitute grounds for initiating a Complaint process or asserting any claims against the Seller.
The Seller shall not be liable for any consequences resulting from the Product’s failure to meet the technical, legal or formal requirements applicable at the place of delivery, if the Product has been delivered in accordance with the technical specifications and conditions agreed in the Contract.
§ 9. FORCE MAJEURE
The Seller shall not be liable for delays in the performance of the Contract resulting from Force Majeure, which the Seller could not have prevented despite exercising due diligence.
In the event of failure to meet the contractual deadline for reasons attributable to the Purchaser, the Purchaser shall be obliged to cover the costs incurred through his fault and for which he is responsible.
In the case of long-term deliveries, in the event of a significant increase in prices caused by economic conditions beyond the Seller’s control, which have a significant impact on the level of the selling price, the Seller may submit to the Purchaser for Contract a proposal of appropriate adjustment of the price for the ordered Product or Service. The Seller shall also be entitled to the aforementioned right in the event of an increase in the production costs or the costs of purchasing Products from its suppliers in relation to the prices at the time of the conclusion of the Contract.
The occurrence of Force Majeure shall not relieve the Purchaser of his obligation to pay the amounts due under the invoice to the Seller on time.
§ 10. CONFIDENTIALITY
The Purchaser undertakes to keep confidential any and all information obtained
in connection with the performance of the Contract, including commercial, technological and organisational data of the Seller.
Confidential information may not be disclosed to third parties or used for purposes other than the performance of the Contract without the prior written consent of the Seller, unless the obligation to disclose arises from the law or from a decision of a competent authority.
The Purchaser undertakes to take all necessary measures to safeguard confidential information against unauthorised access, disclosure or use.
The obligation of confidentiality shall also remain in force after the execution of the Contract for a period of 5 years after its completion.
In the event of a breach of the Purchaser’s duty of confidentiality, the Seller shall have the right to claim damages on a general basis.
§ 11. COPYRIGHT PROTECTION
All photos of the Products and other materials (including texts, graphics, logos) are the property of the Seller or have been used by the Seller with the consent of third parties/companies holding copyrights to them.
It is forbidden to copy photographs and other graphic material and to use reprints of texts, including making them available on the Internet, without the written consent of the Seller or any other person/company holding copyrights to them.
It is also prohibited for external parties to download images and use them for marketing and commercial purposes.
The use of any of the aforementioned materials without the written consent of the Seller or any other third party who holds copyrights is illegal and may give rise to civil and criminal proceedings against the perpetrators.
§ 12. FINAL PROVISIONS
The Seller is the Administrator of the Purchaser’s Personal Data. Details of the processing of personal data can be found in the Privacy Policy.
If you have comments, concerns and/or wish to make a Complaint about the processing of your personal data, please send your information to the following email address: abi@inventia.pl.
By entering into commercial relations with the Seller, the Purchaser confirms that he has familiarised himself with and accepts the GSC.
All information concerning the Products, including prices, contained in the catalogue, on the media, on the Seller’s website or other information materials do not constitute an Offer within the meaning of Article 66 of the Polish Civil Code.
The Seller reserves the right to amend these GSC. Any amendments are binding for the Purchaser from the date of their publication. Orders sent to the Seller before the date of amendment of GSC, are executed in accordance with the provisions valid as of the date of placing the Order.
The Purchaser undertakes to notify the Seller immediately in writing or by e-mail of any change of his registered office or place of business, as well as of his e-mail address. Failure to give such notice shall mean that the activities carried out using the information previously available to the Seller are fully effective. The notification should be sent electronically to the e-mail address: info@inventia.pl or in writing (by post) to the Seller’s registered office address.
The transfer of receivables from a sales or delivery Contract requires the prior written consent of the Seller in Order to be valid.
In the event that individual provisions of GSC, become partially or fully invalid or ineffective, this shall not affect the effectiveness of the remaining provisions of GSC. The ineffective or incomplete provisions shall be appropriately replaced by the Parties with effective provisions or supplemented with new provisions, in a manner most similar to the provisions of GSC and the economic purpose intended by the Parties.
In matters not regulated in the GSC, the provisions of Polish law, including the Civil Code, shall apply in full.
The Seller’s GSC take precedence over the Purchaser’s “general terms and conditions”.
Jurisdiction in disputes arising between the Purchaser and the Seller shall always be with the Polish courts.
In the event of a possible dispute, the Parties undertake to use their best endeavours
with a view to resolving them amicably through direct negotiations.
In the event of any disputes which may arise from this Contract, the competent court shall have jurisdiction over the Seller’s address.
The GSC shall apply to Orders placed by Purchasers with their registered office or place of business both within and outside the territory of the Republic of Poland.
