General Conditions
General
Terms and Conditions of PV EXPO SP. Z O.O. with its registered office in Kłodnicka
56E, 41-706 Ruda Śląska, registered under number 6443568139, VAT number: PL6443568139,
referred to as “PVEXPO”.
1 APPLICABILITY
1.1 These general terms and conditions of PVEXPO apply
to all legal relationships between PVEXPO and its other party, which we will
refer to below as “the Customer”, including all orders, order
confirmations and offers.
1.2 The parties can only deviate from the general
terms and conditions in writing in individual cases. These general terms and
conditions therefore always apply, with the exception of written deviations and
such deviations only apply in certain specific cases. As regards the past and
the future, these general terms and conditions therefore do apply between the
parties in all respects.
1.3 In the event a provision of these general terms
and conditions cannot be invoked for being contrary to any mandatory provision
of law for example, such a provision will have a similar meaning as much as
possible so that it can be invoked. The other provisions of these general terms
and conditions will remain fully in force in such cases.
1.4 In case of any inconsistencies between the English
version of the general terms and conditions and the translations thereof, the English
version will prevail.
2 OFFERS, CONCLUSION OF THE AGREEMENT
2.1 All of PVEXPO’s offers are without obligation.
2.2 An agreement is concluded between PVEXPO and the
Customer when the Customer places an order with PVEXPO and the Customer
receives an order confirmation of that order from PVEXPO. The Customer can only
place an order with PVEXPO via the PVEXPO website by agreeing in advance to the
applicability of these general terms and conditions. A link to the general
terms and conditions is included next to the option of placing a ‘check’ for
the application of the general terms and conditions and the option of storing
the general terms and conditions is offered via that link. The general terms
and conditions are enclosed with the order confirmation and thus made available
to the Customer (again). The general terms and conditions can also be found on
the PVEXPO website.
2.3 The order confirmation and the general terms and
conditions comprise the complete agreement between the parties (“the
agreement”). The Customer’s general terms and conditions are rejected and never
apply to the agreement between PVEXPO and the Customer, which is accepted by
the Customer. Without prejudice to article 1.2 or, as the case may be,
supplementary to article 1.2., the agreement can only be amended in writing by
means of a written document that has been duly signed by the authorised
representatives of both parties.
2.4 In the event the agreement should contain an
inconsistency at any time between the order confirmation and the general terms
and conditions, the order confirmation will prevail.
3. PRICES
3.1 All prices indicated in the agreement are
exclusive of turnover tax (VAT), unless otherwise agreed in writing.
3.2 PVEXPO does not assemble or instal products.
Assembly and installation activities and facilities required to have the
products function properly are therefore for the Customer’s account.
3.3 Changes to prices, including but not limited to
purchase prices, the costs of wages, materials and freight, social security
costs and government charges, insurance premiums and taxes as well as other
costs, give PVEXPO the right to change the prices to be charged by it to the
Customer among other things. An increase of the prices, charges, costs,
premiums and taxes among other things may therefore be charged on to the
Customer.
4 PAYMENT
4.1 Prior to or simultaneously with the dispatch of
the products, PVEXPO sends the Customer the invoice in question concerning
those products. The invoice in question must be paid as indicated by PVEXPO
within three (3) days unless otherwise agreed in writing. This payment term of three
(3) days is a strict deadline. PVEXPO is free at all times to demand payment of
an advance or full payment of the order before the products are sent.
4.2 Payment must be made in euros, unless the parties
have agreed otherwise in writing. Setoff, discount, withholding or suspension
of payment obligations on the part of the Customer towards PVEXPO on any basis
whatsoever is not allowed.
5 DELIVERY
5.1 The agreed delivery time is never a strict
deadline.
5.2 PVEXPO has the right to deliver goods as partial
deliveries. If the delivery of products takes place in parts, PVEXPO will have
the right to invoice each part separately.
5.3 The Customer is obliged to take receipt of the
products at the moment at which PVEXPO offers them to the Customer. This
applies as soon as PVEXPO has indicated to the Customer that the products may
be collected or delivered. In the event the Customer refuses to take delivery
or fails to provide information or instructions necessary for delivery, the
products will be stored for a period of at most two (2) weeks for the account
and risk of the Customer and the Customer will owe 10% of the invoice value of
the products in question by way of storage costs, without prejudice to PVEXPO’s
other rights to claim performance and/or recover the damage from the Customer
pursuant to the agreement or the law.
5.4 PVEXPO’s obligation to deliver lapses if the
Customer has not taken receipt of the products within the term referred to in
article 5.3 or if the Customer indicates that it will not take receipt of the
products for any reason whatsoever.
5.5 PVEXPO is free in cases as referred to in 5.4 to
sell the products in question to a third party subject to conditions convenient
to it.
6 RETENTION OF TITLE
6.1 The products delivered by PVEXPO remain PVEXPO’s
property until the Customer has paid the purchase price in full. The products
delivered by PVEXPO that are covered by the retention of title may only be
resold or used within the context of the normal business operations. The
Customer may not pledge the products or establish any other right in respect of
them for as long as the retention of title applies.
7 LIABILITY
7.1 In the event liability on the part of PVEXPO
arises for example due to (i) failure to comply with its obligations under the
agreement, (ii) an unlawful act or (iii) on any other basis, PVEXPO’s liability
will be limited as determined in this article 7. The Customer will not invoke
any liability on the part of PVEXPO that extends beyond the determination in
article 7. The Parties declare that the limitations referred to in article 7
are customary in the industry and agree thereto.
7.2 PVEXPO can only be held liable for alternative
compensation, which means compensation for the performance that was not
delivered. PVEXPO is not liable for non-conformity or any other form of damage
other than alternative compensation, including:
- indirect damage;
- consequential damage;
- damage in connection
with lost profit;
- damage caused by delays;
- any other additional
damage of any kind;
- damage as a result
of the provision of inadequate cooperation, information and/or materials
by or on behalf of the Customer;
- damage related to
information and/or advice provided by or on behalf of PVEXPO.
- Damage related to an
actual or alleged infringement of intellectual property rights (held by
third parties) by the products delivered by PVEXPO.
7.3 Any
liability on the part of PVEXPO is always limited to the contract price
(exclusive of VAT). In the event the agreement consists of a partial delivery
or parts, liability will always be limited to the contract price (exclusive of
VAT) of that partial delivery or that part. In addition, liability will never
exceed the damage for which PVEXPO is insured pursuant to an insurance taken
out by it or taken out on its behalf or, in any event, will never exceed the
amount that is paid out by this insurance in the case in question.
7.4 Any entitlement to compensation can only arise if
the Customer has notified PVEXPO in writing as soon as possible or, in any
event, within two (2) weeks after the event that caused the damage of (i) the
occurrence of the damage, (ii) the (estimated or expected) extent of the damage
as well as (iii) the (expected) cause of the damage. At PVEXPO’s first request,
the Customer will provide (further) information and substantiation of the
damage and its scope and cause alleged at that time.
7.5 Any claim for compensation of damage lapses in any
event one (1) year after the event that caused the damage, unless judicial
collection thereof has commenced within the aforementioned period. Any claim
for possible compensation of damage also lapses if the Customer has provided
incorrect or misleading information to PVEXPO.
7.6 The Customer indemnifies PVEXPO against (all
damage PVEXPO may sustain as a result of) claims from third parties related to
the products delivered by PVEXPO (in the broadest sense of the word), including
but not limited to any liability as a result of non-payment or incomplete or
late payment of a recycling contribution.
7.7 PVEXPO will endeavour in a commercially reasonable
manner to assist the Customer in claiming any warranties, indemnifications or
other claims against manufacturers/suppliers, insofar as PVEXPO as buyer of the
products in question is entitled to such warranties, indemnifications or other
obligations with respect to those products towards PVEXPO’s supplier and these
may pass to the Customer, but always to the degree to which PVEXPO considers
such opportune and reasonable.
8. DEFECTS
8.1 The Customer is required to inspect the products
upon delivery. The Customer must check when doing so whether the products
delivered comply with the agreement, namely:
1. whether the right goods were
delivered;
2. whether the products delivered
correspond in type and number to the order confirmation and the packing slip;
3. whether there is visible
transport or other damage; and,
4. whether the products delivered
meet the requirements that may be set with respect to normal use and/or
commercial purposes.
8.2 In the
event visible defects or shortcomings are found, the Customer will be required
to report these immediately on the transport document.
8.3 The Customer is obliged to report invisible
defects to PVEXPO within two (2) working days after delivery in writing and
provided with reasons and indicating the invoice details.
8.4 The Customer is obliged to afford PVEXPO the
opportunity to inspect the product in question or have it inspected at a
location to be determined by PVEXPO during a reasonable period and for at least
fourteen (14) days calculated from the notification referred to in articles
8.2-8.3. Any transport is for the account and risk of the Customer, unless
expressly agreed otherwise. In the event a possible defect is found by the
Customer following installation and/or commissioning of the product in
question, the Customer will be obliged to enable PVEXPO to inspect the product
in question or have it inspected in situations in which the defect is found for
a period of at least fourteen (14) days, unless this demonstrably results in an
unsafe situation.
8.5 If PVEXPO considers the notification referred to
in articles 8.2-8.3 of these general terms and conditions to be well-founded, PVEXPO
can only be obliged to repair, replace or credit the unsound products, which
will be decided by PVEXPO, without the Customer being able to enforce any right
to compensation of any kind. In the event the Customer has provided incorrect
or misleading information to PVEXPO, PVEXPO cannot be obliged to repair,
replace or credit the unsound products.
With the exception of the paragraph above, the
Customer does not have the rights conferred by law on purchasers (and clients)
who act for purposes that are not part of their professional or business
activities. The Customer expressly waives these rights.
8.6 Samples / models shown or provided only serve by
way of an example, without the products to be delivered having to correspond to
these.
8.7 PVEXPO is not obliged to deliver products or
deliver products later that were removed from the production or sales programme
of PVEXPO or its suppliers.
8.8 Complaints concerning invoices must be reported in
writing to PVEXPO by the Customer within eight (8) days of the invoice date.
8.9 If the Customer does not report defects or
complaints within the aforementioned terms and/or does not enable PVEXPO to
conduct an inspection in the manner set out in 8.4, a complaint will not be
handled and any rights on the part of the Customer will lapse.
8.10 Claims and defences, based on facts that would
justify the assertion that the products delivered do not comply with the
agreement, lapse as a result of expiry of one (1) year after delivery.
9 WARRANTIES
9.1 PVEXPO does not provide product or other
warranties. PVEXPO will endeavour in a commercially reasonable manner to assist
the Customer in claiming any warranties, indemnifications or other claims
against manufacturers/suppliers, insofar as PVEXPO as buyer of the (purchased)
products in question is entitled to such warranties, indemnifications or other
obligations with respect to those products towards PVEXPO’s supplier and these
may pass to the Customer, but always to the degree to which PVEXPO considers
such opportune and reasonable.
9.2 In case of bankruptcy on the part of a producer or
supplier or in case of cessation or liquidation of its business, PVEXPO will
never assist the Customer in a commercially reasonable manner in claiming any
warranties, indemnifications or other claims against that producer and/or
supplier. This means that the Customer cannot call in PVEXPO’s assistance in
such cases.
10 DISSOLUTION OF THE AGREEMENT
10.1 In the event the Customer fails to comply with
any obligation arising from the agreement with PVEXPO or fails to do so in time
or properly, and in case of the bankruptcy or suspension of payment on the part
of the Customer or if the Customer is placed under guardianship or its business
is shut down or wound up, PVEXPO will have the right, after it has given the
Customer written notice of default, and without judicial intervention, without
any obligation to pay compensation and without prejudice to its further rights,
to suspend the performance of the agreement (in whole or in part) or to
dissolve the agreement (in whole or in part). In such cases, all claims PVEXPO
may have against the Customer will be immediately due and payable in full.
11 FORCE MAJEURE
11.1 Force majeure is defined as circumstances that
prevent or obstruct performance of the agreement and that cannot be attributed
to PVEXPO. If and insofar as these circumstances render performance impossible
or complicate it unreasonably, this will also include: theft, war or a similar
situation, breakdowns, epidemics, strikes at businesses other than PVEXPO’s,
wildcat strikes or political strikes at PVEXPO’s business, a general lack of
the products or services required for the realisation of the agreed performance,
unforeseen delays at suppliers or other third parties on whom PVEXPO depends,
general transport problems, fire and government measures, including import and
export prohibitions, restrictions and sanctions.
11.2 If force majeure lasts for more than six (6)
months, both parties will have the right to dissolve the agreement. PVEXPO will
not be obliged to pay any compensation in such cases.
12 APPLICABLE LAW/COMPETENT COURT
12.1 All legal relationships between PVEXPO and the
Customer are governed exclusively by Polish law.
12.2 All disputes that may occur in connection with
the agreement and agreements that may result from it or that arise in
connection with the agreement will be settled exclusively by the competent
court of Polish, unless PVEXPO as claimant or applicant opts for the competent
court of the Customer’s place of residence or place of business.
13 PERSONAL DATA
13.1 The General Data Protection Regulation (GDPR)
provides that professional use of the Customer’s data is allowed in case of one
of the grounds for lawful use included in the GDPR. Proper performance of the
agreement requires that PVEXPO receives personal and other data from the
Customer and processes them, such as the address, telephone number, e-mail
address, VAT number, a statement of the Customer’s orders for inter alia the
delivery of products and the dispatch of invoices. In addition, PVEXPO uses the
Customer’s personal and other data to contact the Customer in order to learn
the Customer’s opinion of PVEXPO’s services and sometimes to inform the
Customer of important changes or developments such as on PVEXPO’s website or
with respect to PVEXPO’s services. Furthermore, PVEXPO may use personal and
other data in order to inform the Customer by e-mail of other products and
services offered by PVEXPO, which may be interesting to the Customer, insofar
as the Customer has consented to this. PVEXPO also uses and analyses the
information provided by the Customer via PVEXPO’s website in order to manage,
support, improve and develop PVEXPO’s business activities. The Customer agrees
that its personal and other data are processed and the Customer grants PVEXPO
approval to process personal and other data and for electronic exchange of
information (internet and e-mail).
13.2 PVEXPO does not sell the personal and other data
to third parties unless this is necessary for the performance of the agreement
with the Customer, in order to comply with a legal obligation or if the
Customer consents thereto. PVEXPO concludes a processing agreement with
companies that process personal and other data of the Customer on PVEXPO’s
instructions in order to ensure an identical level of security and
confidentiality of the Customer’s personal and other data.
13.3 PVEXPO implements security measures to protect
the Customer’s personal and other data, including security software, against
access by unauthorised persons and against unlawful processing, unforeseen
loss, destruction or damage. PVEXPO stores personal and other data for a
reasonable period or for as long as required by law.
13.4 The Customer is aware that despite all security
measures implemented by PVEXPO, no absolute certainty can be provided against
inspection by unauthorised parties.
13.5 PVEXPO uses what are known as ‘cookies’ via its
website. Cookies are small quantities of information that PVEXPO stores on the
Customer’s computer, tablet or smartphone. The Customer may consent to cookies
by using PVEXPOs website, insofar as those cookies require consent. PVEXPO uses
functional, analytical and tracking cookies. Cookies make it easier for the
Customer to log in and to use PVEXPO’s website during future visits to the
website. Cookies also allow PVEXPO to monitor traffic on its website and gear
the content of the website toward the Customer. The Customer may set up his
computer in such a manner that it rejects cookies. How the Customer may do so
can be read at www.aboutcookies.org. In addition, the Customer may change or
withdraw his consent to use cookies at any moment via the cookie statement on PVEXPO’s
website and the Customer may also inform PVEXPO that he no longer consents to
cookies. In the event the Customer sets up his computer to reject cookies, the
Customer will not be able to use certain functions of the PVEXPO website.
13.6 The Customer has the right to inspect, correct or remove his personal data. The Customer may do so via PVEXPO’s website via the personal settings in the Customer’s account. The Customer also has the right to withdraw his possible consent to the data processing or to object to the processing of his personal data by PVEXPO and the Customer is entitled to data portability. This means that the Customer has the right to submit to a request to PVEXPO for sending the Customer’s personal data held by PVEXPO in a computer file to the Customer or to another organisation indicated by the Customer. In the event the Customer wishes to exercise his right to object and/or right to data portability or if the Customer has other questions/comments regarding the data processing, the Customer may send a specified request to orders@pvexpo.pl. PVEXPO will respond to the Customer’s request as soon as possible.
13.7 The Privacy Statement that (also) includes the contents of this article 13 and that indicates in a more detailed manner which cookies are used by PVEXPO can be found at PVEXPO website and is made available to the Customer when an order is placed on PVEXPO’s website. The digital Privacy Statement is more comprehensive and detailed by the indication of the current cookies because the cookies may change in the interim. A copy of the Privacy Statement may be provided at the Customer’s request.
13.8 All future changes to PVEXPO’s privacy policy are announced inter alia via PVEXPO’s website and are sent to the Customer in an e-mail message for example if necessary.