GENERAL TERMS AND CONDITIONS OF SALE
These General Terms and Conditions of Sale (GTC) apply to all goods sold and delivered by Michał Nowak conducting business activity under the name MAK Consulting p.h.u. Michał Nowak with its registered office in Katowice at Al Wojciecha Korfantego 113/3, NIP 6343014789, REGON: 523152660 (MAK Consulting), which makes them an integral part of every offer submitted by MAK Consulting. Thus, a customer’s acceptance of an offer also constitutes acceptance of the GTC. In order to avoid any doubts, any other terms and conditions shall apply only if previously accepted in writing by MAK Consulting (under pain of nullity), with an unequivocal statement excluding the GTC.
I. GENERAL PROVISIONS
1. The GTC apply to both Customers who are Consumers and Customers who are not Consumers concluding Sales Agreements.
2. The following expressions have the following meanings:
Price – the amount of net remuneration due to the Seller for transferring the ownership of the Product to the Customer in accordance with a Sales Agreement. The Price does not include the Product’s delivery costs, which the Customer is obliged to pay, provided that the mentioned delivery is carried out by MAK Consulting;
Customer– means (i) a natural person, (iii) an organizational unit without legal personality, which is granted legal capacity by law, possessing complete legal capacity, or (ii) a legal person;
Civil Code – the Civil Code Act of April 23, 1964. (Journal of Laws of 2014, item 121 as amended);
Consumer – a natural person performing a legal activity with the entrepreneur not relating directly to its business or profession.
Product – it should be understood as a movable asset being the subject of a Sales Agreement between the Customer and the Seller for the payment of a Price;
Offer – a conditional offer for selling Products, submitted by the Seller in writing, delivered personally, by post, by courier, or by e-mail, including at least: the name of the Product, quantity, Seller’s data, Price, approximate delivery costs, contact details, and binding date;
GTC – this document specifying the principles for concluding Sales Agreements;
Seller – MAK Consulting;
Sales Agreement – it should be understood as a sales agreement within the meaning of the provisions of the Civil Code concerning the Seller’s sale of a Product (Products) in favour of the Customer for the payment of a (i) Price and (ii) additional delivery costs, which detailed conditions are determined by an Offer, provided that the delivery is carried out by the Seller;
Order – it should be understood as a statement of the Customer’s will expressing the will to conclude a Sales Agreement based on an Offer submitted by MAK Consulting as well as the GTC.
II. SALES AGREEMENT
1. Concluding a Sales Agreement between the Customer and the Seller is carried out after the following events take place: (i) placing an Order in accordance with an Offer and (ii) the Customer making an advance payment in the amount and time specified in the Offer, subject to section 3 (b) below.
2. Providing the Customer’s outdated or false data will prevent the Sales Agreement from being carried out.
3. After verifying the Order, without undue delay, the Seller sends a message to the Customer at a given e-mail address, including: A) conditional confirmation of the Order with a bank account number to which the Customer should pay an advance payment (proforma invoice) or b) information about refusing to accept the Order for reasons specified in the Offer.
4. In the case of it not being possible to accept part of an Order, the Seller may contact the Customer in order to notify the Customer about the inability to accept the entire Order. In the above-mentioned case, the Customer may cancel the entire Order within 2 working days, which does not affect the Customer’s right to withdraw from the agreement in the case of Customers who are Consumers. Cancelling an Order by a Customer releases the Seller from the obligation to carry it out.
5. When the Seller receives the entire advance payment, a confirmation of the Order will be issued to the Customer. Failure to pay the advance payment by the Customer in the amount and time specified in the Offer constitutes a failure to conclude the Sales Agreement by the Parties and the Seller’s refusal to accept the Order.
6. Placing an Order means accepting the Offer and GTC. In order to avoid any doubts, changing the Order requires a prior approval of the Seller expressed in writing under pain of nullity.
7. The Seller may inform the Customer about the status of the Order by sending messages to the e-mail address provided by the Customer or by contacting the Customer by phone.
8. Under the Sales Agreement, the Customer is obliged to pay to the Seller (i) the Price for the Product (s) and (ii) delivery costs, if the delivery is carried out by the Seller.
9. Products whose transport is organized by the Customer are not subject to insurance after being collected from the Seller.
1. The Price of individual Products is the Price provided in the Offer only for the quantity specified therein, with the proviso that (i) during the implementation of a Sales Agreement, the Price may be increased for reasons beyond the control of the Seller (including, among others, increasing the basic price by the manufacturer, changing customs rates, currency exchange rates, tax rates ____), and the Price may also be increased in the event of (ii) the Customer ordering a smaller quantity of Products than the one specified in the Offer.
2. The Seller shall immediately notify the Customer about any change in the Price, with the proviso that the Customer is entitled to withdraw from the Order for the above-mentioned reason within 14 days of receiving the above-mentioned information. Failure to submit a response to the mentioned notification within the time limit specified above shall be considered as accepting the new Price by the Customer.
3. If the Customer does not accept the aforementioned increase, the Seller is also entitled to withdraw from the Sales Agreement within 14 days from the above-mentioned event.
4. In the situation specified in sections 2 and 3, the Seller shall return the advance payment to the Customer. Any other claims are excluded.
5. The prices are net prices and do not include value added tax (VAT).
6. After paying the advance, the Customer must pay the entire remaining part of the payment within 5 days before the planned shipment of the Order, by bank transfer to the Seller’s bank account indicated in the Offer. In order to avoid any doubts, once the above-mentioned payment has been credited to the Seller, the said Order shall be assigned.
7. The Customer’s failure to pay the entire sum for the Order within the above period entitles the Seller to withdraw from the Sales Agreement within 30 days from the occurrence of the aforementioned delay. In the mentioned situation, the Customer is obliged to repair the damage, in particular, is obliged to cover the cost of cancelling the delivery.
8. The ownership of the Product (Products) covered by an Order shall be transferred from the Seller to the Customer upon paying the full Price of the Order covering the said Product (Products).
IV. PRODUCT DELIVERY
1. The Seller delivers the ordered Product (Products) in a manner indicated in an Offer, unless the Customer is responsible for the delivery.
2. Delivering the Product to the Customer is additionally payable and is not included in the Price. The available methods and the estimated cost of delivering the Product are presented to the Customer in a given Offer. The final cost of delivery is determined after completing an Order, to which the Customer agrees.
3. The total time of waiting for a Customer to receive a Product (delivery date) consists in (i) the time of preparing the Order for shipment by the Seller, and (ii) the time of delivering the Product by a carrier.
4. The dates of delivering the ordered Products are only an estimate. The Seller shall not be liable to the Customer for delays in delivering the ordered Products if the delay occurred for reasons beyond the Seller’s control. In particular, the delivery date may change in the event of: (i) suspending the delivery of Products for reasons attributable to the Customer, (ii) the Customer’s delay in paying the advance payment or paying the missing part of an Order’s Price (point III section 4); (iii) not providing the Seller with information necessary to perform the Sales Agreement, including delivery; (iv) force majeure. In the above mentioned situation, the delivery date will be extended by the period of occurrence of the above-mentioned circumstances, taking into account the time needed by the Seller to resume the delivery.
5. The vehicles used for deliveries do not include self-unloading equipment, so the Customer is obliged to independently ensure unloading.
6. The cost of transport is calculated in the currency of order
7. The products are covered by cargo insurance. The Customer is obliged to check the Product upon receipt.
8. In the event of damage, the Customer should prepare video and photographic documentation.
1. The basis and scope of the Seller’s liability to the Customer, if the sold Product includes a physical or legal defect (warranty) are specified in the provisions of the Civil Code.
2. The Products presented in the Offer may be covered by a warranty of the manufacturer or distributor. In such a case the detailed terms of the guarantee and its duration are then provided by the guarantor and included with the Product.
3. The complaint should be submitted by the Customer to the Seller in writing to the e-mail address with “Complaint” as the subject.
4. It is recommended for the Customer to provide the circumstances and information concerning the complaint in the description of the complaint, in particular the date and type of the defect’s occurrence, the contact details of the complainant, as well as the complaint request. The above requirements have the form of a recommendation and do not affect the effectiveness of the complaint.
6. The Seller shall reply to the Customer’s complaint immediately, not later than 14 calendar days from the date of submitting the complaint. If the Customer requested replacing the goods or removing the defect, or issued a statement on reducing the price, determining the amount by which the price is to be reduced, and the Seller did not address this request within 14 days, the request is considered to be justified by the Seller.
7. In order to avoid any doubts, exercising rights under the guarantee vis-à-vis the guarantor does not affect the Seller’s liability under the warranty.
VI. WITHDRAWAL FROM AN AGREEMENT
1. Unless otherwise stated in the GTC, the following provisions shall apply only to Customers who are Consumers.
2. A consumer who has concluded a distance agreement may withdraw from it within 14 days without providing a reason and without incurring any costs than provided for by the law. In order to meet the deadline, it is sufficient for the Consumer to submit a statement to the Seller before its expiry. A Consumer may submit any unequivocal declaration in which the Consumer informs about withdrawing from the Sales Agreement. In order to comply with the deadline, all that is required is to send a statement before its expiry. A declaration to withdraw from a Sales Agreement should be submitted in writing to the e-mail address.
3. The right to withdraw from a distance agreement is not granted to a consumer in relation to agreements specified in the Consumer Rights Act, especially in relation to Orders covering Products manufactured according to the Customer’s specifications.
4. To the extent not regulated, the regulation of the Act on Consumer Rights shall apply.
VII.PERSONAL DATA PROTECTION
1. The Customer’s personal data is processed by the Seller as the personal data controller.
Providing personal data by the Customer is voluntary, but necessary to create an Account and conclude a Sales Agreement.
3. The Seller takes advantage of proper technical and organizational measures that ensure protecting the personal data being processed.
4. The Customer shall have the right to access own data as well as both correct and delete it.
5. The Customer’s personal data may be processed in order to implement the Sales Agreement, Order history, and to keep the Customer informed about the Seller’s Products.
6. Additional provisions concerning the protection of personal data can be found in ___.
VIII. CHANGING THE TERMS AND CONDTIONS
1. These Terms and Conditions enter into force on July 1, 2022.
2. The GTC constitute a contractual template within the meaning of art. 384 § 1 of the Civil Code.
3. The Seller reserves the right to change these Terms and Conditions.
4. Changing the Terms and Conditions is irrelevant to the Sales Agreements concluded by the Customer and the Seller before changing the Terms and Conditions.
X.PROVISIONS CONCERNING CUSTOMERS WHO ARE NOT CONSUMERS
1. This section of the Terms and Conditions as well as the included provisions apply only to Customers not being consumers.
2. Once the Seller hands over a Product to a carrier, benefits and obligations connected with the Product, as well as the risk of incidental loss or damage of the Product, are transferred onto the Customer not being a consumer. In such a case, the Seller is not responsible for loosing or damaging the Product taking place from the point of its acceptance for transport until handing it over to the Customer, and for shipping delay.
3. To the extent permitted by Polish law, the Seller’s liability under the warranty for the Product towards the Customer who is not a Consumer is excluded.
4. The Seller shall not be liable to the Customer, its subcontractors, employees, or authorized representatives for any damage, including loss of profits, unless the damage was caused intentionally.
5. The Seller’s liability towards the Customer not being a consumer, regardless of the legal basis, is limited – both in terms of a single claim and due to any claims in total – to the amount of the paid Price and delivery costs in virtue of the Sales Agreement, but not exceeding the amount of PLN ______.
6. In reference to Customers who are not Consumers, the Seller may change the Terms and Conditions at any time on the basis of generally applicable law.
XI. FINAL PROVISIONS
1. The Seller is not liable in the event of failure to comply with the obligations arising from the Sales Agreement, if it was caused by reasons beyond its control, which could not have been foreseen at the time of concluding the agreement, and which could not have been avoided (force majeure), in particular a natural disaster, warfare, fire, epidemic, pandemic, and shortage of materials or raw materials, delays in the delivery of the Product by manufacturers.
2. The Sales Agreement is concluded in English.
3. The law applicable for the GTC is the Polish law.
4. The court competent for settling disputes between the Seller and the Customer is the court competent for the Seller’s registered office.
5. The invalidity or ineffectiveness of some of the provisions of the GTC does not affect the validity or effectiveness of the remaining provisions.
6. In the event of a conflict between an Offer and the GTC, the provisions of the Offer shall prevail.