• “Seller” and “Website Owner” means CHEMNOVATIC Sp. z o.o. Sp. k., residing at: Ludwika Spiessa 9, 20-270 LUBLIN, POLAND; REGON (Company ID): 061616498, NIP (Tax ID): 946-264-59-31.
• “Buyer” means the entity/person whose name is placed on the Order.
• “Contract” means the order and Order Confirmation (incorporating any Special Conditions).
• “Goods” means the goods or services (including any instalment of the goods or any parts for them which the Seller is to sell in accordance with these Terms and Conditions.
• “Order” means the Buyer’s order for goods.
• “Price” means the price at which the Seller has agreed to accept the Buyer’s order.
• “Terms and Conditions” means the standard terms and conditions of sale set out in this document.
• “Writing” includes facsimile transmissions, electronic mail and digitally captured screed of the on the screen of a visual display unit or other similar device.
1. BASIS OF THE SALE
1.1. These Terms and Conditions and any Special Conditions will govern the Contract to the exclusion of any other terms, including any terms and conditions which the Buyer may purport to apply under any purchase order, confirmation of order or another document.
1.2. Any variation of these Terms and Conditions and the Special Conditions will only bind the Seller, if agreed in writing between authorized representatives of the Seller and the Buyer.
1.3. The Seller’s employees are not authorized to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into any contract and in accepting the delivery, the Buyer acknowledges that it does not rely on representations concerning the Goods which are not confirmed in this way.
2.1. All Goods are offered for sale subject to availability and subject to the Seller’s acceptance of the Order.
2.2. No Order shall be deemed accepted by the Seller unless and until it is confirmed unconditionally by the Seller in writing.
2.3. Any literature published or submitted by the Seller to the Buyer which contains any descriptions, specifications, drawings or prices of the Goods is published or submitted for guidance only. The Seller reserves the right to make minor modifications in the design and specification of the Goods without notice to the Buyer, but agrees to notify the Buyer of any major or material modifications which the Buyer shall be deemed to have accepted unless notification to the contrary is received by the seller within 7 days.
3.1. The Buyer will pay the Price together with an amount equal to VAT chargeable on the sale of the Goods.
3.2. The Seller may increase the Price before the Goods are delivered to the Buyer to reflect any increase in cost to the Seller including, among other things, increases in cost from manufacturers, taxes and duties, the cost of labor, materials, transport and other fees and charges.
3.3. The offer is valid for a period of 14 days from the date of issue of the proforma invoice by the Seller.
3.4. If the Price changes between the date of acceptance of the Buyer’s order and delivery of the Goods by the Seller, the Seller will advise the Buyer of the changed Price (the “New Price”). The Buyer will be obliged to take delivery of the Goods at the New Price unless the Buyer informs the Seller at least 3 working days after receiving information about the New Price that he will not pay the New Price. In this case the Seller will be under no obligation to deliver the Goods to the Buyer.
3.5. Any non-refundable deposit paid by the Buyer to the Seller is taken by the Seller as a security and proof of the good intentions of the Buyer in regard to completion of the contract. In the event that the buyer withdraws from the contract or fails to take delivery of the goods the Seller reserves the right to retain the non-refundable deposit in addition to any rights the Seller may have against the Buyer for breach of contract.
4.1. The Buyer will pay all amounts specified in the Seller’s advice note or invoice on the due date in cleared funds without any deduction or set-off on the grounds of any alleged breach of contract between the Seller and the Buyer or on any other grounds. The time for payment of those amounts will be of the essence of the Contract.
a. The Buyer from non-European Union country covers in full all amounts specified in the Seller’s shipping list or invoice within the due date, in cleared funds, without any deductions from the Buyer’s bank or payment intermediaries, and without any commissions related to payments from non-European Union country made by the Buyer.
b. The Buyer from non-European Union country is required to cover all costs related to the transfer of payments into the EU territory.
4.2. The buyer undertakes to pay from his own bank account.
4.3. The buyer agrees to accept invoices and amendments to invoices in digital format, emailed to the email address used to set up the customer account on chemnovatic.com.
4.4. If the Buyer fails to pay those amounts on the due date then, in addition to any other right or remedy available to the Seller, the Seller may do either or both of the following:
a. Charge the Buyer interest on the amount unpaid at the rate of 7 per cent per annum above the base lending rate of National Bank of Poland from time to time until full payment is made,
b. Terminate the Contract or suspend any further deliveries to the Buyer without notice and without liability and without prejudice to all other rights of the Seller against the Buyer accruing at the date of termination or suspension.
4.5. All bank charges, related to execution of order are paid at the expense of the Buyer.
4.6. Payment of the pro-forma invoice is also a confirmation of the buyer’s data, including VAT-EU number.
4.7. Refunds to the customer’s account resulting from his/her error (overpayments, double payments, etc.) may be charged by Chemnovatic with additional fees according to the following scheme:
a. Transfer to the European Union (SEPA) – 2 EUR fee,
b. Transfer to Poland – 3 PLN fee,
c. Transfer outside of the European Union – depending on the customer’s bank.
4.8. The Buyer cannot cancel the payment or demand refund of the payment already made, without the consent of the Seller. This applies in particular to payments made through the PayU S.A. online payment operator (including payments made using credit cards).
4.9. The Buyer waives the right to use the chargeback procedure in relation to payments made to the Seller, or any other procedures, regardless of their name, the effect of which would be contrary to the provisions of clause 4.7.
4.10. The date of payment shall be the date of crediting the Seller’s bank account. The buyer bears the risk of delays in payment related to the method of payment chosen by him.
4.10.1. The buyer bears all costs (including, but not limited to, commissions, operational fees, currency conversion costs) related to the payment method chosen by him.
5.1. The place for delivery of the Goods will be agreed between the Seller and the Buyer and shown on the Order Confirmation. If no place for delivery is so shown, the Seller may deliver the Goods by either:
a. notifying the Buyer that the Goods are ready for collection from premises nominated by the Seller (“the Seller’s premises) or
b. tendering the Goods at any address agreed between the Seller and the Buyer.
5.2. Delivery cost is an estimate only and may change depending on various external factors independent to the Seller. Final delivery cost will be confirmed in writing.
5.3. Any dates quoted for delivery of the Goods are indicative only. Time for delivery will not be of the essence of the Contract and the Seller will not be liable for any loss or expenses sustained by the Buyer arising from any delay in the delivery of the Goods howsoever caused.
5.4. The Buyer or, where relevant, the person to whom delivery is made in accordance with Condition 5.1.b, must inspect the Goods on delivery and sign the required proof of delivery document or collection acceptance document. A signature on that document will constitute conclusive evidence against the Buyer of receipt of the quantity of Goods indicated on that document free from any apparent defect or damage and in no circumstances will the Seller accept a return of Goods or any other liability in regard to apparent defect or damage where such Goods have previously been installed by or on behalf of the Buyer. The Buyer may not reject the Goods or any part of them solely on the grounds of short delivery of an instalment. If the Goods are alleged to be damaged or defective on delivery, a description of the alleged damage or defect must be given in writing with photographic proof at the time of delivery and signed by or on behalf of the Buyer or, where relevant, the person to whom delivery is made in accordance with Condition 5.1.b. The Seller reserves the right to make delivery of the Goods by instalments. If the Goods are to be delivered in instalments, each delivery will constitute a separate contract. The Buyer may not treat the Contract (as a whole) as not performed or performed improperly c if the Seller fails to deliver any one or more of the instalments or if the Buyer has a claim in respect of any one or more of the instalments.
5.5. If the Buyer fails to take delivery of the Goods then, in addition to any other right or remedy available to the Seller, the Seller may do either or both of the following;
a. store the goods until actual delivery and charge the Buyer for the cost (including insurance) of storage, together with any other reasonable incidental costs,
b. sell the Goods at the best price readily obtainable by the Seller and (after deducting all storage and selling expenses) charge the Buyer for any shortfall below the Price. The Buyer must advise the Seller in writing of any alteration, cancellation or deferral of delivery and the Seller reserves the right to make a charge (which will not normally be less than 20% of the cost of the item altered, deferred or cancelled), whether the goods have been taken into stock or not.
5.6. Goods must not be returned to the Seller except by prior arrangement confirmed in writing by the Seller.
5.7. In addition to the right of the Seller contained in Conditions 5.5(a), in the event the Buyer requests a delay in delivery of the Goods, which request is made less than 10 days prior to the agreed date for delivery, the Seller reserves the right to charge, and the Buyer shall pay the full difference of any delivery cost of the Goods on the delayed date.
5.8. Since 1 January 2020, the date of delivery is determined according to Incoterms 2020 EXW, FCA or DAP rules and regulations.
6.1. Where the Goods have been manufactured by the Seller and are found to be defective, the Seller shall repair, or in its sole discretion, replace defective Goods free of charge within 1 month from the date of delivery, subject to the following conditions:
a. The Buyer notifying the Seller in writing immediately upon the defect becoming apparent,
b. The defect being due to the faulty design, materials or workmanship of the Seller.
6.2. Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense, if so requested by the Seller.
6.3. Where the Goods have been manufactured and supplied to the Seller by a third party, any warranty granted to the Seller in respect of the Goods shall be passed on to the Buyer.
6.4. The Seller shall be entitled in its absolute discretion to refund the price of the defective Goods in the event that such price has already been paid.
6.5. The remedies contained in this Clause are without prejudice to the other Terms and Conditions herein.
6.6. The Website Owner makes no warranties, representations, statements or guarantees (whether express, implied in law or residual) regarding the website, the information contained on the website, your or your company’s personal information or material and information transmitted over our system.
6.7. The Seller’s warranty for physical defects as defined in article 5561 of the Polish Civil Code is excluded.
7. DISCLAIMER OF LIABILITY
The Seller and its directors, shareholders and associated persons shall not be responsible for and disclaims all liability for any loss, liability, damage (whether direct, indirect or consequential), personal injury or expense of any nature whatsoever which may be suffered by you or any third party (including your company), as a result of or which may be attributable, directly or indirectly, to your access and use of the website, any information contained on the website, your or your company’s personal information or material and information transmitted over our system. In particular, neither the Website Owner nor any third party or data or content provider shall be liable in any way to you or to any other person (including legal entities), for any loss, liability, damage (whether direct or consequential), personal injury or expense of any nature whatsoever arising from any delays, inaccuracies, errors in, or omission of any share price information or the transmission thereof, or for any actions taken in reliance thereon or occasioned thereby or by reason of non-performance or interruption, or termination thereof.
8. USE OF THE WEBSITE
The Website Owner does not make any warranty or representation that information on the website is appropriate for use in any jurisdiction (other than Poland). By accessing the website, you warrant and represent to the Website Owner that you are legally entitled to do so and to make use of information made available via the website.
The trade marks, names, logos and service marks (collectively “trademarks”) displayed on this website are registered and unregistered trademarks of the Website Owner, suppliers, manufacturers and partners of the owner. Nothing contained on this website should be construed as granting any license or right to use any trade mark without the prior written permission of the Website Owner.
10. GOVERNING LAW AND JURISDICTION
10.1. The Contract shall be governed by and construed in accordance with Polish law.
10.2. The parties irrevocably agree that the courts of Poland are to have non-exclusive jurisdiction to settle any disputes which may arise in connection with the Contract.
USE AND STORAGE OF YOUR PERSONAL INFORMATION
According to art. 13 of the General Regulation on the Protection of Personal Data of 27 April 2016 (Journal of Laws UE L 119 of 04.05.2016), I inform that:
1. The Administrator of Your personal data is CHEMNOVATIC Sp. z o.o. Sp. k. in Lublin, ul. Ludwika Spiessa 9,
2. Your personal data will be processed for the purpose of concluding the contract, carrying out the order and the contract, as well as in connection with the Buyer’s rights arising in connection with the services provided by the Seller – based on Article 6 para. 1 letter b of the General Regulation on the Protection of Personal Data of 27 April 2016,
3. The recipients of your personal data will be exclusively those authorized to obtain personal data on the basis of legal provisions and participating in fulfillment of the contract,
4. Your personal data will be stored for the period resulting from the provisions of the Tax Ordinance and the Accounting Act, including for the period necessary to exercise the rights and service claims regarding the purchased goods and services,
5. you have the right to request access to personal data from the administrator, the right to rectify it, delete or limit processing and the right to data transfer,
6. you have the right to lodge a complaint with the supervisory authority,
7. providing personal data is voluntary, however, refusal to provide data may result in the refusal of the contract.
CHEMNOVATIC Sp. z o.o. Sp. k.
Ludwika Spiessa 9
20-270 LUBLIN, POLAND
tel.: +48 81 475 44 42