General terms and conditions of sale of HENAX Sp. z o.o.
General conditions-scope
Unless otherwise agreed in writing, these general terms and conditions of sale (“GTC”) shall apply to any quotation, order, contract of sale, delivery, service agreement entered into by any entity (“Buyer”) with HENAX SP. z o.o. with its registered office in Lodz, address: Lodowa 122, 93-232 Łódź, Registration Court: the District Court for Łódź Śródmieście in Łódź, Commercial Court, XX Commercial Department of the National Court Register, REGON 470862341, NIP 7270033355, KRS. 0000131484, share capital PLN 60,000.00 (“Seller”). The provisions of the Buyer’s purchase regulations, other terms and conditions, general terms and conditions or any other similar contractual template shall not apply.
These GTC, as well as sales and provision of services based on them, are directed by the Seller exclusively to entrepreneurs within the meaning of the Civil Code of April 23, 1964.
Prices and payments
The prices of products/services applied by the Seller as of the date of ordering the product/service shall apply. If freight charges, dues, fees, duties or taxes, etc. are introduced or increased after the purchase transaction, the Seller entitled to charge them – or their increased amount – to the Buyer.
The weight specified by the Seller will be used for calculations. Invoiced amounts will be transferred to the bank account specified by the Seller, without bank charges and deductions, set-off or offset, no later than the last day of the specified payment period. Unless otherwise agreed, the payment terms specified in the invoice will apply. Any late payment will be charged with the maximum interest for delay under the provisions of the Civil Code . In the event that the Buyer’s ability to pay is or may be limited, in the opinion of the Seller, the Buyer shall, at the Seller’s request, secure payment in a form required by and satisfactory to the Seller at the Buyer’s expense, and the Buyer shall provide such security at the Seller’s request, on pain of suspension of deliveries
Partial deliveries are allowed and may be invoiced separately.
The Buyer may deduct from his payments only those obligations that have been recognized by the Seller, are undisputed or have been confirmed by a final court judgment. The Buyer may not withhold payments due to counterclaims.
Transfer of rights and obligations under the contract by the Buyer, requires the prior written consent of the Seller, except that such consent is not required if such transfer is made to an affiliate, reseller or broker.
Reservation of ownership
The seller reserves ownership of the delivered products until all claims have been paid in full including payment in full of the price and/or remuneration and other costs.
If the Buyer processes or uses products subject to retention of title:
– This is done at the buyer’s risk
-. Seller shall be entitled to ownership of new items in a processed state. If a product subject to retention of title is processed, including mixed or combined with other products that do not belong to the Seller, the Seller shall be entitled to co-ownership of the new item in the same ratio as the invoice price of the goods subject to retention of title to the invoice price of the other products. The Buyer hereby assigns to us any co-ownership rights arising in the cases specified in the above sentence, up to the amount of the invoice price of the goods subject to retention of title.
The Buyer shall have the right, with the Seller’s consent, to sell the products subject to retention of title, but in such Buyer shall assign to the Seller all claims arising from the resale of the products subject to retention of title or products resulting from, including processing, mixing or combining such goods.
Passage of risk
Unless otherwise agreed, shipment is at the risk and expense of the Buyer, the transfer of risk occurs at the time of release of the products for transport, or in the absence of transport- release for collection. The Buyer is obliged to inspect the products immediately upon receipt of shipment to verify that they are complete and in perfect external condition. Any missing or damaged packaging should be reported by the Buyer to the carrier immediately upon receipt of the shipment and noted by the Buyer in the shipping documents. Unless otherwise agreed, delivery shall be made ex-works terms of the Seller’s warehouse.
Quantity and quality of the product
The Seller may deliver product of the ordered weight or volume up to 5% more or less, and the Buyer is obliged to pay for the quantity so delivered. Only differences in net weight and volume, relative to the invoiced quantity, greater than 5% may be subject to quantity claims. Seller makes no warranties or representations with respect to the product, particularly as to marketability or fitness for a particular purpose, quality or otherwise, and no such warranties will be implied.
Packaging
Unless agreed otherwise, all packaging that we make available to the Buyer comprises disposable, non-refundable containers.
General limitations of liability
All claims for damages of any kind against the Seller are excluded, except in cases of willful misconduct and gross negligence.
The Seller’s liability, subject to mandatory provisions of law, is limited to the actual loss.
In particular, Seller shall not be liable for loss of production, use, profit, business, goodwill or reputation, lost profits, or business interruption, unnecessary expenses, or any other incidental, indirect, intentional, consequential, or alleged loss or damage of any kind incurred or claimed by the other Party or any third party. The Buyer shall indemnify the Seller against any claims by third parties, including entities that do business with the Buyer directly or indirectly related to the Buyer’s purchase of the product, including, in particular, in the event that claims are raised against the Seller by such entities in connection with the product sold to the Buyer, the Buyer shall indemnify the Seller against such claims and compensate the Seller for the loss incurred in connection therewith. . Subject to mandatory provisions of law, any claims made by the Buyer shall be in the form of a written notice, fully stating the facts upon which the claim was made, immediately following the date on which the facts were ascertained or should have been ascertained, but no later than 60 days from the date of loading.
The aggregate liability of the Seller and any affiliate of the Seller for claims arising out of or in connection with the Contract as a result of negligence, breach of contract, including gross negligence, warranty or statutory duty; or other tort, shall not exceed the sales price of the product in question.
Liability for defects
Buyer’s claims and Seller’s liability under warranty are excluded. The Buyer shall, immediately after loading, measure, sample and inspect the product in a standard manner at the place of loading in order to determine the quantity and quality of the delivered product, under penalty of forfeiture of rights and claims for product defectiveness and with respect to the quantity and quality of the delivered product. In the event of measurement, checking or sampling by the Seller, the results of such measurement, sampling and checking shall, in the absence of fraud or obvious error, be considered final and binding with respect to the quantity and quality of the product loaded.
All details in brochures, product specifications and on product markings are given to the best of the Seller’s knowledge. All specifications, technical standards, etc. are referred to describe the products and/or services and do not constitute any guarantee of the features specified therein.
Force majeure
Neither Party shall be liable for failure to fulfill any condition of the contract, other than the obligation to pay sums due or provide security and the obligation to pay for products delivered, in the event that the fulfillment of the condition is delayed, prevented or halted by a strike, malfunction or plant closure or any other circumstance or event beyond the control of the parties, having the nature of Force Majeure (“Force Majeure Event”). In the event that the Force Majeure Event affects one or more of Seller’s supply sources resulting in a shortage of product and consequent failure to meet its delivery obligation, Seller shall allocate any reduced quantity of product among Seller, its customers and its affiliates in a fair and equitable manner. The Seller will not be required to obtain product to make up again the product shortage resulting from a Force Majeure event. The Buyer may obtain any shortage of product from other sources at the Buyer’s risk and expense.
Law and disputes
The Contract and any dispute or claim arising out of or in connection with it shall be governed by Polish law without regard to the conflict of laws rules. The application of the UN Convention on Contracts for the International Sale of Goods is excluded. Any dispute or claim arising out of or in connection with the Contract shall be subject to the final jurisdiction and venue of the courts according to the Seller’s registered office.
Change in GTC
These GTC may be freely amended by the Seller at any time by posting a new or amended version of the GTC on the site. It is the Buyer’s responsibility to verify and keep up-to-date at least before each order.