DEFINITIONS - “Seller” and “Website Owner” means CHEMNOVATIC Ławecki GECA Sp. j, with registered office at: Dobrzanskiego Street 3 / BS002, 20-262 Lublin, Poland OR Behaviors and Levels, Lda, Zona Industrial Aveleda Park, Rua 1 de Maio, n.º 40, 4485-010 Aveleda, Portugal; NIF (VIES): PT513028935 - “Buyer” means the company requesting Chemovatic's service(s). - “Contract” means the confirmation of any order/service (incorporating any special conditions) - “Goods” means the goods or services (including any part or parts necessary or inherent in the final goods which the Buyer intends to sell in accordance with these Terms and Conditions). - “Order” means the Buyer's order. - “Price” means the price at which the seller has agreed to accept the buyer's order. - “Terms and Conditions” means the terms and conditions of sale set out in this standard document. 1. BASIS OF SALE 1.1 These Terms and Conditions and any Special Conditions shall govern the contract to the exclusion of any other terms, including any terms and conditions which the buyer may purport to apply, under any order, order confirmation or other document. 1.2 Any variation to these Terms and Conditions and/or Special Conditions shall only bind the Seller if agreed in writing between the authorized representatives of the Seller and the Buyer. 1.3 No employee of the seller is authorized to make any statement concerning the goods unless confirmed in writing by the seller. 2. Ordering 2.1 All goods will be sold according to stock availability and will be subject to acceptance of the order by the seller. 2.2 No order shall be deemed to have been accepted by the seller until it has been unconditionally confirmed by the seller in writing. 2.3 Any literature made available and presented by the Seller to the Buyer containing descriptions, specifications, drawings or prices of such products is for guidance only. The Seller reserves the right to make minor changes to the design and specification of the Goods without prior notice to the Buyer, but agrees to notify the Buyer of any significant changes, which are required for acceptance, which in turn must be made within 7 days of notification. 3. PRICE 3.1 The buyer shall pay the advertised price together with the amount of VAT payable 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 but not limited to an increase in the cost of manufacturers, duties and taxes, the cost of labor, materials, transportation and/or other fees and charges. 3.3 In the event that, between the date of the buyer's order and the seller's delivery of the goods, there are changes in the price, the seller will notify the buyer of the following 3.4 Any non-refundable deposit paid by the Buyer to the Seller is taken by the Seller as security and evidence of the Buyer’s good intentions in connection with the conclusion of the contract. In the event of the Buyer terminating the contract or failing to accept delivery of the goods, the Seller reserves the right to retain the non-refundable deposit in addition to any statutory rights to which the Seller may be entitled arising from breach of contract. 4. PAYMENT 4.1 The Buyer shall pay all amounts agreed with the Seller on the due date in cleared funds without any deduction or set-off by reason of any alleged breach of any contract between the Seller and the Buyer or for any other reason. The time for payment of such amounts shall be of the essence of the contract. 4.2 If the Buyer fails to pay such amounts by the due date, then, in addition to any other right or remedy available to the Seller, the Seller may do one or both of the following: (A) Charge the Buyer interest on the unpaid amount at the rate of 7 per cent per annum above the base lending rate of the National Bank of Poland from time to time until full payment is made. (B) terminate the Contract or suspend any further delivery to the Buyer, without notice and without liability and without prejudice to all other rights of the Seller against the Buyer accrued at the date of termination or suspension. 5. DELIVERY 5.1 The place for delivery of the Goods shall be agreed between the Seller and the Buyer and shown in the Order Confirmation. If no place for delivery is so shown, the Seller may deliver the Goods upon either: (A) notifying the Buyer that the Goods are ready for collection from the premises nominated by the Seller (the “Seller’s premises”); or (B) tendering the Goods to any address agreed between the Seller and the Buyer. 5.2 The cost of delivery is an estimate only and may vary depending on various factors external to the Seller. The final cost of delivery will be confirmed in writing. 5.3 Any dates quoted for delivery of the Goods are indicative only. Time of delivery shall not be of the essence of the Contract and the Seller shall not be liable for any loss or expense suffered by the Buyer arising out of any delay in delivery of the Goods however caused. 5.4 The Buyer or, where applicable, 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 bill of acceptance. The signing of this document shall constitute conclusive evidence against the Buyer of receipt of the quantity of Goods stated in this document free from any apparent defect or damage and in no circumstances shall the Seller accept a return of Goods or any other liability in respect of 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 thereof solely on the grounds of short delivery of an instalment. If the Goods are alleged to be damaged or defective at the time of delivery, a description of the alleged damage or defect must be given in writing, with photographic evidence at the time of delivery and signed by or on behalf of the Buyer or, where applicable, 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 by instalments, each delivery shall constitute a separate contract. The Buyer may not treat the Contract (as a whole) as repudiated 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 accept delivery of the Goods, then in addition to any other right or remedy available to the Seller, the Seller may do one or both of the following: (A) store the Goods until actual delivery and charge the Buyer the costs (including insurance) of such storage together with any other reasonable incidental expenses; (B) sell the Goods at the best price readily obtainable by the Seller and (after deduction of all storage and selling expenses) charge the Buyer any shortfall below that price. The Buyer must inform the Seller in writing of any change, cancellation or postponement of delivery and the Seller reserves the right to charge a fee (which will normally not be less than 20% of the cost of the item changed, postponed or cancelled) whether the Goods were held in stock or not. 5.6 Goods shall not be returned to the Seller except by prior agreement confirmed in writing by the Seller. 5.7 In addition to the Seller's right contained in Conditions 5.5(a), in the event that the Buyer requests a delay in delivery of the Goods, which request is made less than 10 days before the agreed date for delivery, the Seller reserves the right to charge, and the Buyer shall pay the full difference of any cost of delivering the Goods on the postponed date. 6. WARRANTIES 6.1 Where the Goods have been manufactured by the Seller and are found to be defective, the Seller shall repair, or at its sole option, replace, the defective Goods free of charge within 1 month from the date of delivery, subject to the following conditions: (A) the Buyer notifies the Seller in writing immediately after the defect becomes apparent; (B) the defect is due to the Seller's faulty design, materials or workmanship. 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 at its absolute discretion to refund the price of the defective Goods where such price has already been paid. 6.5 The remedies contained in this Clause shall be 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) about the Website, the information contained on the Website, your or your company's personal information or material and the information transmitted over our system. 7. DISCLAIMER The website owner and its directors, shareholders and associated persons shall not be responsible for and disclaim 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 to and use of the website, any information contained on the website, your or your company's information or material and personal 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 any other person, firm or corporation for any loss, liability, damages (whether direct or indirect), personal injury or expense of any nature whatsoever arising from any delays, inaccuracies, errors in, or omission of any stock price information or the transmission thereof, or any other action arising out of or caused by or by reason of the non-performance or interruption or cessation thereof. 8. USE OF THE SITE The Website Owner makes no warranty or representation that the 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 authorized to do so and to make use of the information made available through the Website. 9. TRADEMARKS The trademarks, names, logos and service marks (collectively "Trademarks") displayed on this Website are registered and unregistered trademarks of the Website Owner, the Website Owner's suppliers, manufacturers and partners. Nothing contained on this website should be construed as granting any license or right to use any trademark without the prior written permission of the website owner. 10. Governing Law and Jurisdiction 10.1 The Agreement shall be governed by and construed in accordance with Polish law. 10.2 The parties irrevocably agree that the courts of Poland shall have non-exclusive jurisdiction to decide any disputes that may arise in connection with the Agreement. Use and storage of your personal information When you provide any personal information to Chemnovatic (e.g. for quote or order requests, B2B contracts, contact details) we have legal obligations towards you in the way we handle that data. We must collect the information fairly, i.e. we must explain how we will use it and tell you if we want to pass the information on to anyone else. In general, any information you provide to Chemnovatic will only be used within Chemnovatic and by its service providers. It will never be provided to anyone outside Chemnovatic without first obtaining your consent, unless we are required or permitted by law to disclose it.
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