Terms of sale

I GENERAL CONDITIONS OF SALE AND SALE OF GOODS IN MS-HYDRO Sp. Z O.O.

1. The Buyer acknowledges that these General Conditions of Sale constitute an integral part of the purchase and sale agreement and each sales order confirmation.
2. The sale of goods is executed on the basis of a written order/letter, fax, e-mail, dealer system/in person or, in the case of permanent business contacts, on the basis of a telephone order.
3. MS-HYDRO Sp. Z O.O. undertakes to protect the personal data of its clients in accordance with applicable regulations in this regard.
4. The minimum order amount is PLN 250 net. For lower orders, a handling fee of PLN 30 net will be charged, unless an individual agreement provides otherwise.

II CLIENTS

1. Clients placing an order for the first time should attach:
   • a current excerpt from the relevant court register or the local district council,
   • the current company deed (for companies),
   • decision of the Tax Office on the assignment of a NIP number,
   • certificate of the Statistical Office on the assignment of a REGON number,
   • information on the limit of liability (for limited liability companies)
2. The order should contain the following information:
   • type of products, their quantity and proposed delivery date,
   • company identification data,
   • proposed form of payment,
   • the method of receiving the products,
   • our offer number.

III METHOD, TERMS AND DATES OF DELIVERY

1. The lead time is counted from the date of issuing the Order Confirmation by the Seller. Meeting the lead time is conditional on receiving the complete documentation from the Buyer in a timely manner, including the necessary permits, approvals, as well as timely clarification and approval of projects and compliance with the agreed payment terms and other obligations of the Buyer.
2. The lack of a written reply from the Buyer within 2 working days of receiving the confirmation of the sales order is tantamount to consent to the execution of the order and acceptance of the General Terms and Conditions of Sale.
3. The delivery date may change in the event of delays in the deliveries of components from third parties, and due to other random reasons beyond the control of MS-HYDRO Sp. Z O.O. Any possible postponement of the completion date that is independent of MS-HYDRO Sp. Z O.O., will be agreed with the Ordering Party each time.
4. MS-HYDRO Sp. Z O.O. is not responsible for losses caused by delays in deliveries or production resulting from circumstances beyond the control of MS-HYDRO Sp. Z O.O. including: delays in production and transport, compliance with the regulations and orders of state authorities, force majeure, acts or omissions of the Buyer, fire, strikes, factory liquidation, etc.
5. If the delay in collecting or shipping the Subject of the Agreement due to the fault of the Buyer exceeds 30 days – MS-HYDRO Sp. Z O.O. may freely dispose of the Subject of the Agreement, and the Buyer has no right to raise claims for untimely delivery or non-delivery. The Seller also has the right to demand from the Buyer a refund of the storage costs of the Subject of the Agreement.
6. Upon receipt of the Subject of the Agreement, the Buyer is obliged to check the contents of the delivery in the presence of the carrier and, under pain of losing the right to claim, determine any quantitative or qualitative deficiencies, which should be noted on the shipping documents. The Ordering Party is obliged to notify MS-HYDRO Sp. Z O.O. about the occurrence of the above circumstances no later than 2 business days from the delivery of the Subject of the Agreement. The subject of the Agreement received by the Buyer or its carrier without reservations shall be deemed free of obvious defects.
7. The Seller shall not be liable and shall not cover the costs incurred during transport during delivery to the place indicated by the Ordering Party.
8. The Seller is not responsible for the Ordering Party’s indirect losses resulting from the delay in delivery.
9. The costs of delivery to the place indicated by the Buyer and other additional services are determined individually when placing the order. The lack of such arrangements will mean that the acceptance of the Subject of the Agreement shall take place at the seat of MS-HYDRO Sp. Z O.O. or in another place indicated by the Seller.

IV TERMS AND CONDITIONS OF PAYMENT

1. The date of payment shall be the date when the amount due is credited to the Seller’s account or to the Seller’s cash desk.
2. Unless otherwise agreed, payment is made by prepayment/cash. If, on the other hand, specific payment terms are agreed, the following rules will apply.
3. In the event of failure to meet the payment deadlines, the supplier has the right to suspend the execution of orders, refuse to consent to payment by bank transfer and will be entitled to charge interest for delay, on the terms and in the amount specified in the Civil Code and the Act of 12 June 2003 on payment dates in commercial transactions.
4. The order completion date is always approximate – unless otherwise agreed. MS-HYDRO Sp. Z O.O. is not responsible for failure to complete or untimely performance of the contractor’s order, if the sole reason for this failure was unforeseen events, caused by an external cause, preventing the proper implementation of the order (force majeure). In the event of force majeure, MS-HYDRO Sp. Z O.O. will immediately inform the contractors of its occurrence. After the force majeure is over, MS-HYDRO Sp. Z O.O. will immediately specify the approximate date of the order execution.
5. Product prices in the MS-HYDRO Sp. Z O.O. offerings are net prices. VAT tax in the amount of 23% of the net price of the product shall be added to the net prices.

V OWNERSHIP RESERVATION

1. The delivered products remain the property of the Seller until the Buyer pays the entire amount due.
2. If the Buyer processes or combines the delivered goods with other products, the Seller obtains co-ownership of the new product, proportionally to the share of the value of the goods delivered by the Seller to the total value of all goods used in the construction of the given product.
3. MS-HYDRO Sp. Z O.O. reserves all industrial property rights of the created documentation and technical solutions, technical drawings, drafts and other similar documents made by MS-HYDRO Sp. Z O.O. or on behalf of MS-HYDRO Sp. Z O.O.

VI LIABILITY FOR DAMAGES CAUSED BY THE PRODUCT

1. The Seller is not liable for damages related to the products after their delivery to the Buyer.

VII WARRANTY

1. The Seller provides the Buyer with a warranty for the purchased goods for a period of 12 months from the date of sale.
2. The Seller shall remove, free of charge, hidden defects or defects resulting from the use of the defective products.
3. The seller is only responsible for defects that arose despite the correct use of the delivered products.
4. The Seller is not responsible for damage to the delivered products if the damage occurred as a result of improper use, improper installation and in the case of modification/repair by a service other than the Seller’s service, unless the Seller has previously agreed to such modification/repair.
5. The warranty does not cover goods that, at least in part, were made of materials provided by the Buyer or according to the specifications provided by the Buyer.
6. The warranty claim may only be submitted by the Buyer.
7. The warranty claim should include: sales invoice number, original warranty card, serial number of the device, description of the defect.
8. In the event of an unjustified warranty claim, all related costs, including the costs of preparing the expertise, shall be borne by the applicant.
9. All costs of shipping of the products related to the warranty procedure shall be borne by the Buyer. If the warranty claim is accepted, then the costs of transport are borne by the Seller.
10. The guarantee expires in the event of failure by the Buyer to comply with the terms of the contract, in particular in the event of failure to make payment on time.
11. The Seller’s liability under the implied warranty is entirely excluded.

VIII RETURNS OF GOODS

1. Only undamaged and unused products can be returned. Returns of non-standard products or products imported/manufactured to the special order of the Buyer will not be accepted.
2. Each return of goods must be agreed and approved by the Seller.
3. The products will be returned by issuing a correcting invoice.
4. Only cases up to 3 months back from the invoice date will be considered.
5. The costs of transport for the returned products shall be borne by the Buyer.

IX FINAL PROVISIONS

1. Any changes to the GCS proposed by the customer when placing the order shall require the Seller’s written consent.
2. The information provided in catalogues, folders and offers and on the Seller’s website do not entail any obligations of the Seller, and are only an invitation to negotiations.
3. The parties are not liable for partial or complete non-performance of obligations under the contract, if the non-performance is caused by force majeure. Force majeure is understood as circumstances beyond the control of the parties, such as: fire, strikes, flood, embargo, energy restrictions, transport disruptions, earthquakes, etc.
4. All customers are bound by the above GCS, unless an individual agreement provides otherwise.
5. The court competent to settle any disputes will be the court competent for the Seller’s headquarters.