General Terms of Sale

General information

  1. These General Terms of Sale are an integral part of every contract signed by ARTPOL PPHU Artur Milewski within the limits of business activity.

  2. Terms used in these document should be interpreted as follows:

    1. ARTPOL– ARTPOL PPHU Artur Milewski, ul. Żwirowa 4, 82- 500 Kwidzyn, Poland, NIP 581-114-47-93, REGON 191901456

    2. Counterparty – any person, legal entity, unincorporated entity, or other organisational entity that is not a legal entity or a legal person, registered in Poland or in any other country, according to Polish law or a law of any other country, which enters into a trade agreement with ARTPOL, makes a transaction with ARTPOL or places an order within the limits of ARTPOL’s business activity to ARTPOL, that is approved by ARTPOL.

    3. Product – various items being offered by ARTPOL, services provided by ARTPOL within a specified scope.

    4. Offer – products offered for sale and/or delivery by ARTPOL.

    5. Working day – means a weekday, from Monday to Friday, excluding public holidays and Saturdays.

Scope of this document

  1. These General Terms of Sale encompass: offers, contracts for the sale, contracts for the delivery or any other contracts and agreements between ARTPOL and counterparties that are concluded within the limits of ARTPOL’s business activity.

  2. General Terms of Sale do not apply only if it is so stated in a clear statement issued by ARTPOL. Such statement pertains to a specific contract and does not involve any other contracts with the same counterparty, unless explicitly stated.

  3. ARTPOL is not bound by any general terms of contract, drafts of contracts or regulations used by counterparties, unless ARTPOL agrees to be bound them in an explicite written statement.

  4. None of the Artpol employees are authorised to change General Terms of Sale (or General Terms of Contract), unless they are explicitly authorised to change General Terms of Sale (or General Terms of Contract) in a written statement issued by ARTPOL.

  5. Should the parties come to an agreement regarding a modification of General Terms of Sale, this agreement lasts until the contract is realised and does not pertain to other orders and contracts between ARTPOL and its counterparty, unless it is explicitly stated in a written statement issued by ARTPOL.

  6. In matters not covered by General Terms of Sale (or General Terms of Contract) provisions of the Civil Code of the Republic of Poland shall apply.

Contract realisation

  1. When a counterparty places an order, the contract is concluded only when ARTPOL confirms the order being placed or delivers the ordered product. Placing an order is tantamount to the counterparty accepting all clauses of these General Terms of Sale.

  2. A counterparty may issue a statement via email, in which case parties are obliged to providing each other with respective email addresses to which the other party may issue statements. Unless it was specified in previous correspondence, the counterparty must provide a valid email address and indicate a person to which the statements issued by ARTPOL may be issued.

  3. Orders may be submitted via email, fax or placed directly in ARTPOL’s place of business.

  4. If a counterparty places an order with ARTPOL for a first time they must supply current copies of following documents: CEIDG (CENTRAL REGISTRATION AND INFORMATION ON BUSINESS) or KRS (National Court Register) extract or an extract from a national registry according to the place of business of the counterparty, a confirmation of being issued a NIP number, a confirmation of being issued a REGON number.

  5. ARTPOL reserves the right to refuse to carry out a contract if the counterparty fails to supply all documents mentioned in pt. 4.

  6. Upon the annullment of already placed and approved order, ARTPOL may require the counterparty to reimburse ARTPOL for any and all costs related to the order realisation.

  7. The counterparty must inform ARTPOL in a written form about any event (fact) influencing its financial situation, especially if it threatens the financial stability, solvency, bankruptcy or liquidation of the counterparty as well as about any statement issued in the bankruptcy or liquidation proceedings concerning the counterparty.

  8. ARTPOL will deliver products to the place of business of the counterparty or to a different address specified in the placed order using own fleet of cars or using a contracted carrier or carriers (cost of which is covered by ARTPOL).

  9. The date of order realisation is specified by ARTPOL each time an order is placed. The date may be changed if large quantities of products are ordered or if not enough product is currently available. Terms and date of realisation should be approved by ARTPOL each time, for them to be binding. ARTPOL is not bound by a specified date of realisation if in a span of two working days from the order placement ARTPOL specifies a different date of realisation. When ARTPOL specifies a new date of realisation this new date becomes the binding date of realisation.

  10. ARTPOL will deliver the ordered product in the quantity specified in the counterparty order with reservation for point 11.

  11. Parties agree that ARTPOL will not be held accountable for not completing the contract or completing the contract improperly if the contract is completed in at least 80% (eighty percent).

  12. The cost of product insurance as well as risk of its loss or destruction during transport falls on ARTPOL until the counterparty collects the ordered product.

  13. Signing of the product receipt upon collection or accepting of an invoice is tantamount to a qualitative and quantitive receipt of goods and waiving any qualitative or quantitive claims to the product.

Prices

  1. Prices are specified by ARTPOL.

  2. ARTPOL may issue discounts and credit lines to the counterparties with no limit. At the same time ARTPOL reserves the right to cancel any discount, credit line issued to the counterparty if the counterparty is late with the due payment. The payment being overdue might warrant a contract cancellation by ARTPOL without a notice period.

  3. The counterparty is obliged to pay ARTPOL for the product according to the current pricelist at ARTPOL, including the discounts provided to the counterparty according to the General Terms of Sale (or General Terms of Contract).

  4. Parties agree that any changes to the price list are binding for the counterparty from the moment the updated price list is published on the ARTPOL’s website or received by the counterparty via fax or email. Changes to the price list do not change the General Terms of Sale (or General Terms of Contract)

  5. All prices are in Polish złoty (PLN) unless specified otherwise.

  6. Transport price is included in the price of the product, unless parties agree otherwise.

  7. In the event of a drastic rise of costs for ARTPOL caused by changes in currency exchange rate or rising of prices of suppliers of ARTPOL, ARTPOL may annul the contract unless the counterparty agrees to a change of agreed prices.

Payment

  1. Payments will be made in advance or on the day of receipt of products or based on the invoiced issued by ARTPOL, paid via bank transfer, no later than the due date specified on the invoice, unless parties agree to a different due date.

  2. Date of payment means the date on which the funds have been received. by ARTPOL.

  3. ARTPOL may open a credit line for the counterparty, allowing the counterparty to purchase products with a postponed payment due date. The credit line is cancelled on the date of the counterparty failing to make a payment on the appropriate payment due date.

  4. Counterparty agrees to pay interest to ARTPOL from a late payment with double the interest rate specified by Polish law.

  5. ARTPOL may require the counterparty to pay some portion of the payment in advance, no later than the due date specified by ARTPOL, in order to realise the order.

  6. By placing an order or signing the contract, the counterparty is obliged to provide data necessary to issue a proper VAT invoice. ARTPOL will not be liable for issuing an invoice with the data provided by the counterparty.

  7. ARTPOL may charge a Value Added Tax (VAT) according to the rates specified in Polish law if the counterparty fails to provide export documents allowing to charge a 0% VAT.

  8. If the counterparty placing the order requests an invoice issued to a different party, the counterparty warrants that the other party will make a payment. In that situation General Terms of Sale serve as a warranty contract.

  9. If the counterparty fails to make a payment or makes a payment later than on the agreed due date, either specified on the invoince, or agreed in the contract, either in part or in full, ARTPOL may stop the deliveries of the product without any repercussions for not fulfilling the contract, until all required payments are made by the counterparty.

Deduction and assignment

  1. The counterparty may not make a payment by deducting its receivable amounts from ARTPOL from the ARTPOL’s receivable amounts, unless it is agreed with ARTPOL.

  2. ARTPOL may transfer any of its claims, especially debts, towards the counterparty to any third party.

Counterparty cooperation

  1. If the order requires so, the counterparty is required to cooperate with ARTPOL to the best of their knowledge and good will.

  2. If the counterparty exports the product abroad (out of Poland), the counterparty is required to provide necessary documents to ARTPOL.

  3. If the counterparty fails to cooperate in a way that impedes the ability of ARTPOL to realise a contract, or prevents the realisation of the contract entirely, ARTPOL may terminate a contract due to a fault of the counterparty.

Complaints and liability

  1. The counterparty is obliged to check the delivered products, especially to see if the delivered product matches the approved order, as soon as possible after the receipt of product, but no later than in two working days after identyfying an inherent vice, under pain of losing the warranty rights. If the counterparty detects faults of the products or quantitative problems, the counterparty must inform ARTPOL about the detected problems with a detailed description of detected problems.

  2. Filing a complaint does not exempt the counterparty from financial obligations.

  3. Quantitative complaints should be filed during the receipt of the products under pain of losing the right to pursue a quantitative complaint later.

  4. Qualitative complaints must be filed to ARTPOL in a written form, within 60 days from the date of receipt of the products under pain of losing the warranty rights.

  5. Quantitative complaints are considered immediately during the receipt of the products. Qualitative complaints are considered within 7 days from the date of filing. ARTPOL may verify the validity of the complaint at the place where counterparty stores the received product. If the qualitative complaint turns out to be invalid, the counterparty must reimburse ARTPOL for the costs of invalid complaint verification.

  6. If the qualitative complaint is valid, ARTPOL must exchange faulty products to products free of any defects with a due date agreed by both parties.

  7. If the counterparty resells the products or transfers the products to other parties, liability for both qualitative and quantitative defects and problems falls on the counterparty. The same rule applies in situations where the product has been processed.

  8. ARTPOL is liable only to the counterparty and only up to the price of the delivered products. ARTPOL is not liable to any third parties, unless such liability is directly enforced by appropriate regulations of Polish law.

  9. ARTPOL is not liable for the misuse of delivered products. The counterparty must use the products according to their respective data sheets.

Securities

  1. If ARTPOL opens a credit line for the counterparty, the counterparty must give a security to ARTPOL in a form chosen by ARTPOL.

  2. Costs resulting from establishing a security fall on the counterparty.

  3. ARTPOL may hold off the provision of products until the security is established.

Copyright

  1. If realisation of the contract requires ARTPOL to use copyrighted materials or materials falling under the industrial property rights, the rules and assurance processes for the use of these rights are the responsibility of the counterparty providing those rights in order to realise a contract. if rights of any third parties are infringed in course of contract realisation by ARTPOL, the counterparty will not hold ARTPOL liable for any claims of third parties that stem from copyright infringement including industrial property rights and the counterparty will itself be liable for these claims.

  2. The counterparty declares that they possess all copyrights or industrial property rights needed for realisation of the contract. Should ARTPOL demand it, the counterparty will produce documents necessary to confirm that they possess the right to use the copyrights necessary for the realisation of the contract. If the counterparty fails to produce documents sufficiently confirming the possession of necessary copyrights or industrial property rights, ARTPOL might terminate the contract without a period of notice, in its sole discretion.

Confidentiality

  1. Parties agree that any and all information they acquired by realisation of the contract is confidential.

  2. Zachowanie tajemnicy będzie przestrzegane przez strony także po zakończeniu obowiązywania umowy bez względu na przyczynę jej zakończenia.Confidentiality will be respected after the contract is fulfilled or terminated, regardless of how it was terminated.

  3. Using the information acquired by the counterparty during the realisation of the contract requires a written statement issued by ARTPOL

Final provisions

  1. Any and all changes to the General Terms of Sale require a written form under pain of nullity.

  2. Should ARTPOL change the General Terms of Sale, these changes enter into force after 7 days from the date of their publication on ARTPOL’s website.

  3. The counterparty is liable for any costs incurred by ARTPOL in the process of recovery of past due claims. ARTPOL may use any payments made by the counterparty first to repay the costs of the recovery, and second for the costs of interests.

  4. The counterparty authorises ARTPOL to issue a VAT invoice without their signature.

  5. Parties agree that any invoice issued by ARTPOL that was delivered to the counterparty and was not returned by the counterparty constitutes a valid receipt according to the article 485, point 2 of the Code of Civil Procedure of the Republic of Poland.

  6. All contracts signed by ARTPOL are bound by the laws and regulations of the Republic of Poland.

  7. Any disputes that may arise shall be resolved by a court competent for ARTPOL’s place of business.