General Terms and Conditions of Cooperation
Table of contents
- General provisions
- Conclusion of the contract and execution of the order
- Deadline for completion
- Complaints, liability of the Contractor
- Duty of confidentiality of information
- Final provisions
1. General provisions
- The General Terms and Conditions of Cooperation (hereinafter referred to as: GTC) define the general terms and conditions of contracts, regardless of their subject and legal nature, concluded by ZMZ Radosław Misztela, Kamil Kraska s.c. with its registered office in Piotrków Trybunalski, The General Terms and Conditions of Cooperation (hereinafter referred to as: GTC) define the general terms and conditions of contracts, regardless of their subject and legal nature, concluded by ZMZ Radosław Misztela, Kamil Kraska s.c. with its registered office in Piotrków Trybunalski,
- GTC shall apply to all agreements concluded by the Contractor with natural persons, legal persons and organizational units that are not legal persons (hereinafter referred to as the Ordering Party), unless the parties have agreed otherwise in writing under pain of nullity. GTC shall apply to contracts concerning the provision of services by the Contractor from its offer.
- In addition to the GTC, the final shape of the legal relationship established by the Contractor with the other party of the contract is also influenced by specific conditions for the provision of services accepted by both parties and recorded in writing, technical and commercial specification of the performance of a specific service, offer, order and the Contractor’s statement on acceptance of the order for execution (“Agreement”).
2. Conclusion of the contract and execution of the order
- All information materials regarding the Contractor’s activities and services provided by him do not constitute an offer, but are an invitation to conclude a contract.
- Placing an order by the Ordering Party is tantamount to submitting an offer to conclude a contract.
- The order should contain all the necessary information for the proper realisation of the order, the exact technical specifications of the service, the type of material and service requirements.
- Acceptance of the contract by the Contractor, subject to changes or additions that do not substantially change the content of the contract, results in the conclusion of an agreement with the content specified in the order,
taking into account the reservations contained in the response to it.
- The contract is concluded upon receipt of a statement by the Ordering Party
with confirmation of acceptance of the order by the Contractor together with the confirmed date of service performance and remuneration. The Contractor submits the above-mentioned statement no later than within 14 working days from the moment of placing the order by the Ordering Party.
After the ineffective lapse of 7 working days, the offer submitted by the Ordering Party ceases to be binding.
- Confirmation of acceptance of the order takes place by sending an e-mail to the address provided by the Ordering Party when placing the order.
- The Contractor is obliged to perform the order in accordance with the contract and the diligence that should be expected from a professional.
- In the case of material delivery by the Ordering Party, the Contractor has the right to use part of the material in order to set the technological process.
- The remuneration for the services provided is determined by the Contractor on the basis of the content of the contract.
- In the event of any change in the scope and manner of performance indicated
in the procurement of services before commencing the performance of the contract, the remuneration due to the Contractor is determined a new. If the Ordering Party does not accept the amended amount of remuneration within 7 days from the date of receipt of information about the amount, the contract shall be deemed void. In this case, the Ordering Party is obliged to reimburse the Contractor for all the costs incurred by him in connection with the preparations made for the performance of the contract.
- If it is necessary to perform additional services, the Contractor shall notify (the Ordering Party) about such necessity together with information about the cost of the performance. Lack of response from the Ordering Party within a period of 7 days shall be deemed as consent to the provision of additional services.
- The Contractor shall issue a VAT invoice for the remuneration due according to the rules set out in the contract, increased by the VAT due, after the execution of the order.
- The Ordering Party agrees for the Contractor to send invoices and other documents electronically to the e-mail address provided in the contract.
- The invoice payment deadline is 14 days (or otherwise in accordance with the accepted order) from the date of receipt of the invoice by the Ordering Party to the bank account indicated on the given invoice. The date of payment shall be the date on which the remuneration is credited to the Contractor’s bank account.
- In the event of late payment, the Contractor shall be entitled to charge statutory interest for delay, and in the event of a delay exceeding two months, maximum interest for the entire period of delay.
- In the case of prepayment or advance payment, the Contractor has the right to withhold the execution of the order until receiving the payment.
4. Deadline for the performance of services
- The deadline for the performance of the service is determined in the Agreement between the parties, taking into account the specificity
and nature of a given order.
- The deadline for the performance of the service runs from the date of the following
- conclusion of a contract, or
- determination of all the relevant details of performing the service
- delivery of the correct materials by the Ordering Party if the order is to be executed from the materials provided by the Ordering Party, or
- payment of contractual remuneration, if prepayment is reserved, whichever occurs the latest .
- The deadline for the performance of the contract shall not run for the period in which the provision of the service is impossible for reasons not attributable to the Contractor, including in particular :
- due to force majeure,
- lack of availability of materials,
- temporary restrictions affecting the performance of the Order and introduced by state authorities,
- failures or interruptions in the supply of utilities necessary to perform the contract.
- If the circumstances referred to in point 4.3 persist for a period longer than 30 days, either party may withdraw from the contract within 14 days of the expiry of the above period. In such a situation, the Ordering Party is obliged to pay the Contractor remuneration for the services provided so far.
- The deadline for the execution of the order is the date of sending the order to the Ordering Party.
- The Ordering Party may commission the Contractor to deliver the order to the address indicated
in the order, then the delivery takes place at the expense and risk of the Ordering Party. Delivery may be made by the Contractor or ordered by courier, by uninsured shipment. The order may be collected by the Ordering Party at the Contractor’s registered office.
- The Ordering Party is responsible for checking the delivery with the shipping specification.
In the event of non-compliance, the Ordering Party is obliged to immediately notify the Contractor of this fact, but no later than by the end of the day on which the order was received, failing which the Ordering Party will lose their right to assert any claims against the Contractor.
- If the Ordering Party receives an order inconsistent with the attached shipping specification or an order confirmed by the Contractor, the Ordering Party is obliged to inform the Contractor about this fact.
- The Ordering Party is obliged to accept the order.
- Failure to report defects of the order within 2 days from the date of receipt shall be deemed to have accepted the order without reservations as to quality and results in the loss of claims in this respect.
- In the absence of acceptance of the order, subsequent attempts to deliver the order take place at the expense of the Ordering Party.
- In the event of the Ordering Party’s delay in accepting the order for a period longer than 21 days or returning the courier shipment, the Ordering Party shall pay the Contractor a contractual penalty in the amount of 0.25% of the net value of the order for each day of delay.
- The contractual penalty referred to in point 5.7 does not exclude or limit the Contractor’s possibility of claiming compensation from the Ordering Party in the amount exceeding the reserved contractual penalties on general principles.
6. Complaints, liability of the Contractor
- The complaint may be submitted in writing or via e-mail
and should contain a detailed description of the defect and the request of the Ordering Party.
- If the complaint is accepted, the Contractor chooses whether the order will be repaired or performed again.
- If it is not possible to repair the materials provided by the Ordering Party, the Contractor shall refund the amount constituting the documented cost of these materials, but not higher than twice the remuneration that the Contractor was to receive for the processing of these materials.
- If the complaint is accepted, all transport costs related to the complaint shall be covered by the Contractor. The Contractor shall not cover other costs, including dismantling or reassembly. If the complaint is not accepted, the transport costs related to the complaint shall be borne by the Ordering Party.
- The Contractor performs the contract according to the specifications provided by the Ordering Party, but is not responsible for the correct determination of the technical conditions of the contract or for the suitability of the contract for the purpose it was intended to serve.
- The Contractor shall not be liable for damages caused by circumstances for which it is not responsible, including in particular the following cases:
- the material provided by the Ordering Party did not correspond to the technical specification or was not suitable for the performance of the order in accordance with the technical specifications
- the Ordering Party did not inform the Contractor about the previous processing of the materials supplied, affecting the proper performance of the contract
- for the suitability of the contract for the purpose which, according to the Ordering Party, it was to serve.
- The Contractor’s total liability for damages shall be limited to circumstances that were intentional and to twice the net value of the contract. The contractor’s liability for indirect damage and for lost profits is excluded.
7. Duty of confidentiality of information
- The Ordering Party undertakes to keep secret all confidential information
which it came into possession in connection with the contract between the parties, including in particular technical documentation or technical solutions and information about technological processes used by the Contractor.
- In the event of a breach of the rules of confidentiality of confidential information described above, the Ordering Party shall pay the Contractor a contractual penalty in the amount of PLN 15,000.00 for each case of violation. The Contractor may claim damages exceeding the amount of the reserved contractual penalty on general principles.
8. Final provisions
- The Ordering Party may not set off the claim due to the Contractor with another claim due to the Ordering Party, unless the Contractor has agreed in writing to the set-off.
- The Ordering Party may not transfer the rights and obligations arising from the contract to third parties without the written consent of the Contractor.
- Any disputes arising from the performance of the contract will be settled by the competent court
due to the seat of the Contractor.
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