General Terms and Conditions of Contract (GTCC)

Read our terms and conditions before starting work, dated 20.11.2020.

1.These GTCC determine rules of entering into contracts and contract performance regarding contracts for sale or delivery of goods offered by Przedsiębiorstwo Wytwórczo-Usługowo-Handlowe “ŻELTECH” Limited Liability Company with its registered office in Żywiec (34-300), at Kazimierza Tetmajera 89A Str., registered in the National Court Register kept by the District Court in Bielsko-Biała, VIII Economic Department of the National Court Register, under KRS No.: 134363, NIP: 5530100580, with the share capital amounting to 50.000,00 PLN (hereinafter referred to as “Żeltech“), including but not limited to plastic profiles (hereinafter referred to as “Profiles“) and tools necessary for the production of Profiles (hereinafter referred to as “Tools“), (hereinafter jointly referred to as “Goods“).

2. GTCC constitute an integral part of all contracts for sale or delivery of Goods entered by Żeltech. The GTCC shall be deemed accepted and approved in full as of date of placing an order for Goods by Customer.

3. The GTCC are available on the website of Żeltech, at www.zeltech.pro, as well as at the registered office of Żeltech.

4. The information made available to the public by Żeltech, including those on the Żeltech website, in catalogues and brochures does not constitute an offer within the meaning of the Civil Code, and its nature is purely informative and illustrative.

5. When submitting the first request for quotation of Goods, in order to commence production of certain Goods by Żeltech, Customer shall send to Żeltech, together with the request for quotation, design and technical documentation of Goods and all other information and documents necessary to commence production of Goods, including in particular, but not limited to, manufacture by Żeltech of Tools necessary for the production of Profiles to which the request for quotation submitted by Customer relates (hereinafter referred to as “Documentation”).

6. In the event that Documentation entrusted to Żeltech is a product within the meaning of the provisions of the Act on Copyright and Related Rights of 4th February 1994, on a date of submitting a request for quotation for Goods and sending Documentation to Żeltech, Customer, without the need to make any additional statements, grants Żeltech a free-of-charge licence, unlimited as to time and territory, to use Documentation to the extent and for the purpose and in the fields of use necessary to produce Goods. Żeltech, for the purpose indicated in the previous sentence, shall be entitled to make use of Documentation in the following fields of operation:
a. preservation and copying of Documentation or parts thereof – production of copies of Documentation using all available techniques,
b. upload Documentation to computer memory, internal data communications networks, including intranet,
c. use for any purpose connected with submitting offer, concluding contract with Customer for production of Goods and Trial Batch, producing Goods and at any stage of the production process of Goods.

7. In the event of any claims being addressed to Żeltech by third parties on account of infringement of their rights, including, but not limited to, property or personal copyrights to Documentation or parts thereof, or to the solutions included in Documentation, Customer undertakes to indemnify and hold Żeltech harmless from any liability on this account, to intervene in any pending proceedings and to cover any damage arising in connection with claims being addressed to Żeltech.

8. As of the date of submitting the request for quotation for Goods and sending Documentation to Żeltech automatically, without the need to make additional statements, Customer declares and undertakes that Documentation and its use by Żeltech according to content of the request for quotation submitted by Customer and according to the order and these GTC do not infringe the rights of third parties and author(s) of Documentation undertook not to exercise the rights arising from personal copyrights to Documentation.

9. The request for quotation of Goods is submitted by Customers only in form ascertained in writing, via electronic mail at the address handel@zeltech.pro. The request for quotation of Goods must include an enquiry about the possibility to produce quantity of Goods specified by Customer and price for their execution.

10. After receiving the request for quotation, Żeltech decides each time whether or not to make an offer. If an offer is made, Żeltech, in response to the request for quotation, sends Customer, via e-mail, an offer indicating price, terms and conditions of its payment and estimated, expected completion date depending on production capabilities, counted from the date of confirmation of acceptance of order for its execution.

11. In response to the offer, Customer shall place an order via e-mail at handel@zeltech.pro, which should contain the following information in particular: Customer’s identification, product designation, net unit price, expected order completion date, packaging and transport conditions (hereinafter referred to as the ‘Order’). Żeltech is entitled to reject the order for whatever reason, which under no circumstances shall give rise to any claims against Żeltech on the customer’s side, including, but not limited to, claims for damages.

12. Confirmation of acceptance of Order for its execution (hereinafter referred to as the “Confirmation”) is delivered by Żeltech to Customer by e-mail. Customer’s Order shall not be binding on Żeltech until it has been expressly accepted, in the manner indicated above and to the extent consequent on the Confirmation.

13. In Confirmation, Żeltech specifies price and date of manufacture of Goods, as well as the amount of advance payment, if Customer is obliged to pay it in accordance with point 27 below. Contract shall be deemed concluded upon delivery of Confirmation to Customer.

14. Customer takes cognizance of the fact that in the case of placing the first Order for Goods, in order to commence production of certain Goods by Żeltech, it is necessary for Żeltech to make Tools first of all, necessary for the production of Profiles for which Order was placed by Customer, as well as so-called “Trial Batch” of Profiles in quantity depending on discretion of Żeltech, appropriate from technical or technological point of view, unless the Parties have expressly agreed otherwise in the form stated in writing (hereinafter referred to as “Trial Batch”). Price for Tools also includes price for Trial Batch.

15. Customer takes cognizance and accepts the fact that Tools have a limited lifetime and after being used up, in order to continue manufacturing Profiles according to Customer’s Order, it will be necessary to re-manufacture Tools, at Customer’s order and expense. Each time Tools are worn out, Żeltech shall inform Customer in the form stated in writing, via e-mail.

16. Provisions of the GTCC concerning Goods, in particular concerning acceptance and complaints applies respectively to Trial Batch. Upon acceptance of Trial Batch, Customer is obliged, within 14 days, to examine it and to make a statement to Żeltech, in the form as indicated in point 9 above, that Trial Batch conforms to Documentation and is fit for use as intended and is free from defects. Regardless of the content of the declaration made by Customer and in the case of failure to make a declaration, Customer is obliged to pay the price for Tool. Customer acknowledges and agrees that Żeltech is under no obligation or authority to commence production of Profiles ordered by Customer prior to delivery to Żeltech of the statement referred to in the second sentence above. The need to modify or remake Tools and Trial Batch shall be the subject of a separate agreement between the parties, which requires written form to be valid.

17. Żeltech shall inform Customer of readiness of Goods or Trial Batch for acceptance in writing, via e-mail.

18. Reception of Goods or Trial Batch shall take place each time, unless expressly agreed otherwise by the Parties in writing, at the registered office of Żeltech, at 89A Kazimierza Tetmajera Str., 34-300 Żywiec, with the provision that reception shall take place from Monday to Friday, excluding public holidays, from 6:00 a.m. to 2:00 p.m. Żeltech is not obliged to provide transport services or to bear any transport or delivery costs, unless expressly agreed otherwise by the Parties in writing.

19. Reception of Goods or Trial Batch shall be each time confirmed by the Parties by signing Stock Issue Confirmation (CI) document and, in the case referred to in section 21 below or in the case of refusal to sign the CI document by one party, by unilateral signing of the CI document by Żeltech.

20. The risk of damage to or loss of Goods is transferred to Customer at the time of signing of CI document as indicated in paragraph 19 above.

21. If Customer fails to collect Goods or Trial Batch in whole or in part by the date indicated in Confirmation, Żeltech shall charge a fee of PLN 100 for each calendar day commenced, as compensation for non-contractual use of Żeltech’s property. The settlement period shall be a calendar month and the compensation for non-contractual use shall be payable within 7 days from the date of issue of Note.

22. Customer shall be obliged to carry out quantitative and qualitative acceptance of Goods covered by the order, whereas quantitative and qualitative acceptance in the scope of unconcealed defects shall take place upon delivery (receipt) of Goods to Customer at the Żeltech premises. Quality acceptance in respect of other defects shall be made by Customer within 3 days from the date of delivery (issue) of Goods. Quantitative and qualitative complaints must be made in writing or stated in writing (e-mail) to be valid. Failing to meet the above deadlines shall mean acceptance of Goods without objections. Objections or complaints submitted after expiry of the deadlines
and in a manner different from that specified in the preceding sentences of this provision can be left without consideration, which does not constitute a violation of the obligations of Żeltech and does not constitute grounds for any claims of Customer, including, but not limited to, claims for damages.

23. Customer is obliged to adequately secure and deliver to Żeltech the Goods being the subject of the complaint. Żeltech shall make every effort to consider the complaint within an appropriate time period, counting from the date of delivery to Żeltech of the Goods being the subject of the complaint. In the case of acceptance of the complaint, removal of the physical defect or manufacturing defect shall be carried out within a technically and technologically appropriate period of time, counting from the date of delivery of the Goods under complaint to the disposal of Żeltech, while the transfer shall take place in original packaging or, if there is no such packaging, in packaging equivalent to the original from the point of view of mechanical safety, together with a written, accurate description of the reported defect or failure.

24. Price for Goods, subject to a different agreement between parties which requires a written form to be valid, indicated in Confirmation (hereinafter referred to as the “Price”), shall be payable within 14 days from the date of VAT invoice, by transfer to the account indicated in the VAT invoice. Żeltech states to accept settlement rules different from those indicated in the preceding sentence, particularly for Tools. The basis for issuing the VAT invoice shall be the Stock Issue (CI) Document, signed in accordance with the rules indicated in paragraph 19 above. In the event of a delay in payment of Price, Customer shall pay interest in amount of the statutory interest for delay or, in case of commercial transactions, the interest for delay in commercial transactions.

25. Day of payment of Price shall be the day of crediting the bank account of Zeltech.

26. Payment of Price to Żeltech must be effected in full, without any deductions (set-offs). Lodging a complaint does not entitle Customer to withhold payment of the Price.

27. Acceptance of Order of Customer who places an order at Żeltech for the first time or who does not have a permanent business relationship with Żeltech, depending on the decision of Żeltech, may be conditional on the payment of an advance or deposit to Żeltech in the amount not exceeding 50% of Price indicated in Żeltech offer. Advance payment or deposit shall be payable within 7 days from the day of contract conclusion, based on a pro-forma invoice issued by Żeltech on the day of contract conclusion.

28. In the event that the parties agree on the obligation of Customer to pay an advance payment or a deposit, or necessity for Customer to perform any action upon which contract execution depends or is linked (including in particular, but not limited to, delivery of Documentation), as well as in the event of Customer’s delay in payment of any amounts due to Żeltech, when the delay in any payment exceeds 7 days, Żeltech shall be entitled to suspend execution of the contract until Customer duly performs the aforementioned obligations, which shall not constitute a breach of contract by Żeltech or shall not cause a state of delay on the part of Żeltech and shall not give rise to any claims on the part of Customer, in particular claims for damages. Regardless of the right to suspend the execution of the contract, in the case described in the preceding sentence, Żeltech shall be entitled to withdraw from the contract within 90 days from the date of expiry of the deadline for payment of the advance payment or deposit, as the case may be.

29. The liability of Żeltech under warranty for defects of Trial Batch and Goods is excluded.

30. Żeltech grants the quality warranty for the Goods for the period of 12 months from the moment of delivery (acceptance) of the Goods, indicated in the CI document, signed according to the rules specified in paragraph 19 above. The quality warranty covers physical defects.

31. Customer is obliged to report a defect immediately after its discovery, no later than within 7 days from the date of its discovery under pain of losing the rights arising from the quality warranty, in the form stated in writing, via e-mail, to the address: handel@zeltech.pro.

32. The sole and exclusive obligation of Żeltech under the quality guarantee shall be, upon receipt of a written guarantee notification from Customer, to verify whether a physical defect that has arisen or exists in Goods is covered by the guarantee, and if so, to remove the physical defect covered by the quality guarantee free of charge by means of replacement or repair – at an option of Żeltech.

33. Remedy of a physical defect covered by the quality warranty shall be performed within a reasonable time period, counting from a date of transfer of the Goods under complaint to a disposal of Żeltech, at Customer’s expense, whereas the transfer shall be made in original packaging or – in the absence thereof – in packaging equivalent to the original one from the point of view of mechanical safety, together with a written, precise description of the reported defect or failure.

34. The Warranty does not cover damages, in particular but not limited to mechanical and electrical defects caused by reasons not existing in Goods, i.e., inter alia, caused by incorrect operation,
service, use or transport of Goods, as well as failure to ensure proper operation and maintenance of Goods, as well as intentional actions of third parties or interference of Customer. The warranty also does not cover damage caused by force majeure and external factors (power surges, lightning, floods, fire, theft, vandalism, etc.). In particular, the warranty does not cover damage caused as a result of non-compliance.

35. The guarantee does not cover any costs related to a possible uninstallation and reinstallation of Goods necessary to carry out the guaranteed activities.

36. Żeltech shall under no circumstances be liable for direct and indirect damage and loss of both Customer and its contractors, caused through the unintentional fault of Żeltech, in connection with the use, inability to use, malfunction or improper operation of Goods covered by guarantee, in particular for loss of anticipated revenue and other benefits, for damage resulting from unpaid taxes, levies, failures, accidents or breaks in business activity, as well as penalties and damages imposed. This proviso shall also cover cases where Żeltech has been advised in advance of the possibility of such damage.

37. In the event of any liability for damages on the part of Żeltech towards Customer, due to an unintentional fault of Żeltech, such liability shall be limited to direct and actual damage to property (damnum emergens), excluding lost profits (lucrum cessans), and furthermore shall in each case be limited in amount that is equivalent to Price of Goods in connection with or on account of which the damage occurred, each time indicated in Confirmation.

38. Żeltech shall not be liable for failure to perform or improper performance of obligations under contract resulting from circumstances caused by force majeure, which shall be understood as a sudden, extraordinary, unpredictable event, independent on Parties’ will, which cannot be prevented by ordinary means even when exercising the utmost care. Manifestations of force majeure are in particular, but not limited to, natural disasters, e.g. fire, flood, earthquake or collapse, hurricane, failures of the nature of a building disaster, acts of governmental authorities, e.g. state of war, state of emergency, embargoes, blockades, etc., acts of war, acts of sabotage, labour strikes taking place on the grounds of or in violation of the provisions of the Act on Resolution of Collective Disputes, state of epidemics or state of epidemiological emergency, pandemic and their consequences and implications. Żeltech shall immediately inform Customer of the occurrence of events constituting a manifestation of force majeure.

39. In matters not regulated in accepted order and these GTCC, the relevant provisions of Polish law, including the Civil Code, shall apply.

40. These GTCC may only be accepted without objections, and no internal regulations applicable at Customer’s company shall apply to cooperation with Żeltech, including, in particular, the application of general rules or terms and conditions applicable at Customer’s company shall be excluded. Customer’s general rules or terms and conditions of purchase shall not be binding on Żeltech under any circumstances, even if they form the basis of Customer’s order and Żeltech has not expressly objected to their contents.

41. In the event of a contradiction between these GTCC and the content of an accepted order or ambiguity regarding content of a concluded contract, these GTCC shall prevail to determine the intentions of the parties.

42. Any personal data shall be shared by the parties with each other solely for the purpose of performing the concluded contract. The Party shall process the personal data made available to it in accordance with the provisions of generally applicable law, in particular Regulation of the European Parliament and of the Council (EU) 2016/679 of 27 April 2016 on the protection of natural persons in relation to the processing of personal data and on free movement of such data and repealing Directive 95/46/EC (general data protection regulation).

43. To contracts concluded by Żeltech, the laws of the Republic of Poland shall apply in matters not regulated by these GTCC.