General Terms and Conditions of Sales
GENERAL TERMS AND CONDITIONS OF SALES made by Vervo Sp. z o.o. with its registered office in Łódź (“T&C”)
- The General Terms and Conditions of Sales determine the rules of concluding sales contracts by Vervo Sp. z o.o. with its registered office in Łódź (address: ul. Elektronowa 8A, 94-103 Łódź), entered into the Register of Entrepreneurs maintained by the District Court for Łódź-Śródmieście in Łódź, 20th Commercial Division of the National Court Register (KRS) under National Court Register number 0000156867, Tax Identification Number (NIP): 732-18-12-834, and National Official Register of Business Entities (REGON) number 472193230 (hereinafter “Vervo” or “Vendor”), within the scope of MTM brand products and standard bearings (hereinafter: “Commodities”).
- The General Terms and Conditions of Sales apply to rules of sale of Commodities to entrepreneurs, therefore the provisions regulating sales to consumers do not apply.
- The General Terms and Conditions of Sales to entrepreneurs constitute an integral part of all contracts, offers and order confirmations pertaining to the sales of Commodities, to which Vervo is a party. The T&C bind both parties, unless the parties agree otherwise in writing. The Purchaser’s terms of business may apply only to the extent in which they do not contradict the T&C or exclude the provisions thereof.
I. ORDERS. SALES CONTRACT CONCLUSION
- The orders placed by the Purchaser with the Vendor constitute the purchase offer for the Commodities. The purchase offer may be made in writing, by fax, e-mail or through www.e-mtm.pl website in an implied form by selecting a particular Commodity directly in the Vendor’s shop and providing a declaration to the shop’s employee or by phone to the customer service department.
- The sales contract between the parties is concluded at the moment when Vervo confirms the order or starts the execution of the order placed by the Purchaser.
- The provisions of the civil code amended according to the T&C apply to such a contract. By making a purchase offer, the Purchaser agrees to the T&C being incorporated into the sales contract. Making a purchase offer by the Purchaser is equivalent to accepting the provisions of the T&C by the Purchaser. The provisions of the T&C are without prejudice to the mandatory provisions of law.
- The Purchaser shall be held liable for the consequences of providing in an inquiry, offer or order incorrect or incomplete technical or other data concerning the execution of the order for the Commodity.
- Vervo has the right to amend the conditions of the order set by the Purchaser within 2 working days of the order reception. In such a case, the contract shall be concluded in accordance with the order conditions amended by Vervo, unless the Purchaser objects to the amendment within 2 working days of the reception of the order conditions amended by the Purchaser. The objection of the Purchaser authorises the Vendor to refuse to accept the order for execution.
- Vervo has the right to make changes to the Commodities, including the Commodities constituting the subject matter of the order, as long as they do not alter the technical parameters of the Commodity.
II. ORDER EXECUTION. SUPPLY OF THE COMMODITIES
- If the Commodity is available in the warehouse, the delivery of the ordered Commodity shall be completed within 5 working days of the acceptance of the order for execution. Working days shall mean weekdays from Monday till Friday, excluding public holidays. If the Commodity is currently unavailable, the parties may determine separate terms of its sale, i.e. time and mode of delivery and price.
- The Vendor is entitled to postpone the order delivery date in the case of circumstances which it is not liable for or which it could not foresee. In particular, the Vendor shall not be liable for delays in order delivery caused by Force Majeure.
- The delivery of Commodities is carried out through carriers (courier companies).
- Unless the Parties agree otherwise, the costs of delivery of the Commodities (in particular insurance of the commodities for the time of transport, costs of transporting the commodities, including their loading and unloading) shall be borne by the Purchaser. These costs shall be added to the price of the Commodity. Vervo shall inform the Purchaser of the estimated costs of the delivery of the Commodity in the order confirmation.
- The time of delivery of the Commmodity to the Purchaser on the territory of Poland is 7 working days; outside of Poland it is set individually. Delay in the delivery of commodities does not give rise to any claims for damages against Vervo or rights to withdraw from the contract.
- The Purchaser may collect the Commodity personally at the Vendor’s place of business (address: Łódź, ul. Elektronowa 8A) after prior arrangement by phone of the date and time of the collection of the ordered Commodities. If the Commodities are collected from the Vervo’s warehouse, it is presumed that the person collecting the order has an appropriate authorisation. The Purchaser is obliged to authorise its representative in writing to collect the Commodities on its behalf and at its risk.
- The Commodities are delivered to the address indicated by the Purchaser in the order. If the order does not specify the place of delivery of the Commodities, the place of delivery is deemed to be the Purchaser's registered office.
- The proof of the execution of the order or its part is the delivery note, consignment note confirmed by the Purchaser or the acceptance protocol.
- In the case of the Purchaser’s delay in the collection of the Commodities, the Vendor is allowed to charge a contractual penalty of 0.05% of the uncollected Commodities’ value, for each started day of delay.
- The Purchaser bears the total risk related to the loss or damage of the Commodities from the moment they are handed over by Vervo to the Purchaser (in the case of personal collection of the Commodities by the Purchaser) or to the carrier (in the case of courier shipping). Vervo shall not be liable for any loss, damage or destruction of the Commodities that occur after the Commodities are handed over.
III. PRICE AND PAYMENT TERMS
- The prices of the Commodities shall each time be agreed between the Parties in each manner specified in I.1. The Purchaser shall indicate the agreed price of the Commodities in the order, and it shall be then confirmed by Vervo according to I.2. The selling price may change due to the change of price made by Vervo’s supplier, the manufacturer of the Commodity or due to circumstances beyond Vervo’s control (e.g. changes in exchange rates, tariff rates, tax rates and similar). The Vendor shall inform the Purchaser about the change in price before the execution of the order.
- Prices in foreign currencies shall be converted on the basis of the middle exchange rate of the National Bank of Poland (NBP) as of the day preceding the day of issuing the bill of sale.
- The terms of payment are determined in Vervo’s confirmation of the acceptance of the order for execution, in a purchase invoice or sales contract.
- The Purchaser is not entitled to withhold payments or to set off its amounts receivable. Transferring the Purchaser’s receivables to other entities is only possible, under pain of nullity, upon Vervo’s written consent.
- Vervo has the right to charge statutory interest for each day of delay in the payment of the amounts due.
- The moment of payment by the Purchaser is considered to be the moment of crediting Vervo’s bank account with the selling price.
- If the Purchaser fails to make payment according to the contract, the Vendor may withdraw from the contract and require the Purchaser to return the unpaid Commodities. Withdrawal from the contract may take place within 10 working days of the expiry of the price payment deadline. In such a case, the shipping costs shall be borne by the Purchaser.
- The submission of a complaint does not entitle the Purchaser to withhold payment of the selling price or any part thereof.
- If the Purchaser has overdue payments, Vervo has the right to withhold the execution of orders that were confirmed and accepted for execution until the Purchaser repays these amounts due.
IV. DEFECTS OF THE COMMODITIES GUARANTEE
- The Purchaser is obliged to check the Commodities in terms of quantity and quality immediately after delivery thereof. In the case of deliveries carried out by carriers, the Purchaser is obliged to check every time, in the presence of the delivery person, the quantity and condition of the Commodities, as well as check the bulk package for traces of damage. If, as a result of the inspection, it turns out that the Commodities are missing or their condition raises objections, one should immediately order the courier to draw up a damage report and send it immediately to Vervo. In other cases, the Purchaser shall report to Vervo any quantity shortages or inconsistency of the Commodities with the order within 7 days of the date of acceptance of the Commodities. If no objections are reported within the time limit specified above, the Commodities shall be deemed to have been delivered in accordance with the order and any complaints regarding the quantity of the Commodities and their compliance with the order shall not be considered.
- The Vendor provides the Purchaser a guarantee for the Commodities. The rights under the guarantee are granted to the Purchaser for a period of 12 months from the date of issuing the bill of sale (invoice) to the Purchaser. The rights under the guarantee are granted only to the first Purchaser, i.e. the direct purchaser of the Commodities from Vervo.
- The complaints resulting from detection of concealed qualitative defects shall be submitted to Vervo immediately, in writing under pain of nullity, but no later than on the next working day after their detection, within the period of validity of the guarantee.
- As part of the complaint, the Purchaser is obliged to ship the defective Commodity to Vervo at its own risk and expense. Vervo shall not obliged to disassemble or reassemble the Commodities, nor shall it bear any expenses related thereto.
- If the complaint is deemed justified, Vervo may, at its own discretion, either replace the Commodities with new, defect-free Commodities, or agree on an appropriate price reduction.
- The Purchaser loses the rights under the guarantee in the case of using the Commodities contrary to their intended use, technical parameters and method of assembly and in the case of arbitrary repairs or alterations. The guarantee may be limited due to the conditions of the working environment and the time and conditions of storage of the Commodities.
- The Vendor’s liability under warranty shall be excluded.
V. RESERVATION AND TRANSFER OF TITLE
- The Commodities delivered to the Purchaser shall remain the property of Vervo until the price of the Commodities has been paid in full. Until then, the Purchaser shall be liable for any accidental loss or damage of the Commodities.
- The Commodities sold but not paid for by the Purchaser shall not be pledged or otherwise encumbered.
VI. LIABILITY
- The Vendor shall only be liable for actual losses, provided that the liability of the Vendor is limited to the value of the Commodities purchased by the Purchaser.
- In no case shall the Vendor's liability cover lost gains, indirect and consequential damages, in particular due to loss of profit, production losses as well as contractual penalties paid by the Purchaser.
VII. CONFIDENTIAL INFORMATION
Taking into account confidential information provided in relation with the contract, the Parties of the contract agree:
- to keep confidential commercial or confidential information received from the other party,
- not to use commercial or confidential information of the other party, except for the purpose of performing the contract,
- not to disclose commercial and/or confidential information to employees not engaged in the performance of the contract or to third parties,
- to inform its employees that it is in possession of confidential and/or commercial information constituting trade secrets.
VIII. FORCE MAJEURE
- Vervo shall not be liable to the Purchaser for any delays in performing or failure to perform the contract arising from Force Majeure, by which the Parties mean in particular: strikes, blockades, assemblies or street riots, floods, storms, fires, accidents, changes in legal acts, introduction of prohibitions and restrictions by state or local government authorities, embargoes and changes in import and export regulations, wars, states of emergency, sabotages, lack of electricity, fuel, failures of machines or means of transport.
- In connection with the occurrence of Force Majeure, the deadlines for the performance of the subject matter of the contract are extended by the duration of the Force Majeure and the period necessary to reinstigate the actions suspended due to the circumstances of Force Majeure.
- If the circumstances of Force Majeure last for more than 14 days, the Parties have the right to terminate the contract without any consequences.
IX. OFFERS, CATALOGUES AND PROTECTION OF THE COMMODITIES
- Adverts and other notices presenting the commodities offered by Vervo are for information purposes only. Patterns, diagrams, drawings and photographs attached to the offer by Vervo are for illustration only and are not an offer for sale. When making a decision about a purchase, it is essential to follow the description and technical parameters.
- The commodities delivered by Vervo, as well as any cost estimates, drawings and tender documents relating to them, shall be protected in accordance with the rules laid down in legislation protecting trade and intellectual property rights.
X. PERSONAL DATA PROTECTION
By accepting these T&C, the Purchaser agrees to the processing of its personal data by Vervo and entities acting on its instruction for the purpose of performing the sales contracts for commodities offered by Vervo.
XI. FINAL PROVISIONS
- All disputes arising from the contract that cannot be resolved amicably by the parties shall be settled before a common court having jurisdiction over the registered office of Vervo.
- In matters not regulated by the provisions hereof, the provisions of Polish law, in particular the civil code, shall apply.
- Any notice sent by one contracting party to the other shall be in writing and sent to the main address or address for correspondence.
- If any part of the provisions of the T&C or the contract is partially or completely ineffective or invalid, it shall not affect the validity of the remaining provisions and conditions of the contract and the T&C.
- The contract together with the provisions hereof constitutes the entire agreement between the Parties within the scope of its subject matter and supersedes all prior declarations, offers, agreements and arrangements concluded between the Parties both orally and in writing.
[CZ] Všeobecné obchodní podmínky
[ES] Las Condiciones Generales de Venta
[HU] Általános Értékesítési Feltételei