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General Terms and Conditions

1. BASIC DEFINITIONS

Metalwoddesign – Metalwork Sp. z o.o. with its registered office in Bydgoszcz, ul. Rynkowska 13, 85-503 Bydgoszcz, entered into the register of entrepreneurs kept by the District Court in Bydgoszcz, VIII Commercial Division of the National Court Register under KRS number: 0001110620 NIP: 9671477426. CONTRACTOR – shall mean any other party to the AGREEMENT concluded with Metalwoddesign within the scope of Metalwoddesign’s business activity, in particular regarding the supply of goods, sale of goods, or provision of services by Metalwoddesign. AGREEMENT – shall mean any agreement concluded by Metalwoddesign and the CONTRACTOR concerning the sale, supply, or provision of services by Metalwoddesign and the CONTRACTOR within the scope of Metalwoddesign’s business activity, in particular by the CONTRACTOR placing an order. GTC – shall mean these General Terms and Conditions of Sale applied by Metalwoddesign and CONTRACTORS. —

2. GENERAL PROVISIONS

These GTC apply to all AGREEMENTS concluded by Metalwoddesign with CONTRACTORS, both within the framework of ongoing commercial orders and individual orders, regardless of the subject of the order, which may particularly include: delivery of goods, sale of goods. The application of other contract templates or general conditions of the CONTRACTOR is excluded, even if reference to such documents is included in any document of the CONTRACTOR, and even if they are signed by Metalwoddesign. In case of any discrepancies between the provisions of the AGREEMENT and the GTC, the provisions of the AGREEMENT shall prevail. These GTC apply to all companies and to all future business transactions with CONTRACTORS. —

3. CONCLUSION AND PERFORMANCE OF THE AGREEMENT

The AGREEMENT may be concluded in any form, but its main terms should be specified in writing, e.g., an email message, and confirmed by Metalwoddesign. Each order requires approval by Metalwoddesign in writing, e.g., an email message, otherwise such an order may not be recognized. The CONTRACTOR is obliged to cooperate with Metalwoddesign in the performance of the AGREEMENT or order. The CONTRACTOR is obliged to provide all data necessary for the performance of the AGREEMENT that are required by Metalwoddesign. Metalwoddesign has the right to entrust the performance of part or all of the AGREEMENT to a third party. In such a case, Metalwoddesign is responsible for the actions and omissions of such a third party, as for its own actions and omissions. In case of any damage arising in connection with the performance of the AGREEMENT, Metalwoddesign’s liability is limited exclusively to direct damages caused by Metalwoddesign intentionally or as a result of gross negligence. Metalwoddesign’s liability does not cover lost profit. In any case, Metalwoddesign’s liability cannot exceed the order value. The order fulfillment period is 4 to 8 weeks. —

4. PAYMENTS

The prices of goods and services provided by Metalwoddesign are net prices (excluding VAT) and do not include additional costs related to the sale or delivery of goods or the provision of services. Metalwoddesign is entitled to change the price specified in the offer or order confirmation if the CONTRACTOR orders a different quantity of goods or services than specified in the offer or order confirmation. The CONTRACTOR makes payments for the performance of the order by Metalwoddesign as follows for custom orders:
  • 50% advance payment within 3 days from the order,
  • the day before delivery, the CONTRACTOR pays 30% of the remaining value,
  • after assembly, the remaining 20%.
Metalwoddesign, if it deems it necessary to secure its interests, may demand an advance payment for the goods subject to delivery up to 100% of the delivery value. If the CONTRACTOR is exempt from taxes (including, in particular, VAT), they must provide a certificate confirming the appropriate status at the time of placing the order. If the subject of the CONTRACTOR’s obligations is an amount expressed in a foreign currency (VAT invoice issued by Metalwoddesign in a currency other than Polish Zloty), the CONTRACTOR is obliged to make such payment in foreign currency, which does not release from Metalwoddesign’s demand for payment in Polish Zloty if so provided by law. If the value of the CONTRACTOR’s obligations is expressed in a foreign currency (VAT invoice issued by Metalwoddesign in a currency other than PLN) and payment is made in Polish Zloty, the value of the obligations in Polish Zloty is determined according to the selling rate of the currency of the bank where Metalwoddesign’s bank account is held, which is published on the day the VAT invoice or other accounting document is issued. If it is not possible to determine the exchange rate in accordance with the above, the value of the obligations is determined according to the selling rate of the currency of the bank where Metalwoddesign has a bank account, which is published on the due date of the obligations. The CONTRACTOR authorizes Metalwoddesign to issue VAT invoices without the need for them to be signed by Metalwoddesign and the CONTRACTOR. The payment date is considered the date on which the entire price for the goods or services specified in the AGREEMENT or order is credited to Metalwoddesign’s bank account. In case of delay in payment of the price, Metalwoddesign has the right to charge maximum default interest. In case of payment delays, Metalwoddesign may suspend the performance of the AGREEMENT without liability for such suspension. The performance of the AGREEMENT will resume after the overdue payment is credited to Metalwoddesign’s bank account. —

5. DELIVERIES

The CONTRACTOR provides all necessary data for sending the shipment, including the exact delivery address. In case of personal collection of goods by the CONTRACTOR, the goods will be released based on a collection protocol. In case of unjustified refusal by the CONTRACTOR to sign the collection protocol, Metalwoddesign may refuse to release the goods and charge additional costs to the CONTRACTOR. —

6. WARRANTY

The CONTRACTOR is obliged to inspect the received goods immediately upon delivery or to inspect the services immediately upon their completion, in particular to check the completeness of the goods, consistency of quantity with the AGREEMENT or order, and proper functioning of the goods. The CONTRACTOR loses the rights arising from the warranty specified in point 3 below if they did not inspect the goods or verify the services and did not report visible defects to Metalwoddesign within 3 days from the date of receipt of the goods or performance of the service, and if defects were revealed later – within 3 days from the date of their discovery. Metalwoddesign does not provide any warranties, express or implied, regarding the goods it produces or sells, except for the 24-month warranty attached to the goods, unless otherwise agreed. The warranty expires if the goods are used contrary to their intended purpose and in case of a defect resulting in particular from improper assembly of the goods. Metalwoddesign’s statutory warranty is excluded. —

7. INTELLECTUAL PROPERTY

Drawings and samples provided by Metalwoddesign to the CONTRACTOR remain the property of Metalwoddesign. They may not be transferred, displayed, or copied to third parties without Metalwoddesign’s consent in the form of an agreement. The CONTRACTOR undertakes not to disclose any confidential information received from Metalwoddesign to third parties, except for information that Metalwoddesign consents to in writing in connection with its disclosure or which has been disclosed by virtue of absolutely binding provisions or as a result of a decision issued by a public authority. Metalwoddesign reserves the ownership and copyright to illustrations, drawings, cost estimates, and any other documents made available by Metalwoddesign for the purpose of performing the AGREEMENT, including in electronic form. They may not be made available to third parties without the prior written consent of Metalwoddesign, under pain of nullity. Each Party retains exclusive ownership of its intellectual property rights as of the date of the AGREEMENT, regardless of whether patented or not, including know-how and knowledge, belonging to or acquired before the entry into force of the AGREEMENT or independently of the performance of the said AGREEMENT. Metalwoddesign will retain exclusive ownership of intellectual property rights, regardless of whether patented or not, know-how and knowledge that it may have acquired during the performance of the AGREEMENT. Metalwoddesign retains exclusive ownership of intellectual property rights, title, and proprietary interests in relation to the developed results, products, and their components. —

8. CONFIDENTIALITY

The CONTRACTOR shall keep confidential all information concerning Metalwoddesign, including but not limited to commercial and technical information, that they obtained during the performance of the AGREEMENT or order, with the exception of information publicly disclosed by Metalwoddesign and information that was previously made available with the right to disseminate (“Confidential Information”). All materials, documents, and information provided by Metalwoddesign for the purpose of performing the AGREEMENT or order remain the property of Metalwoddesign. The CONTRACTOR shall store all documentation (including printed materials and computer data carriers) in a manner that prevents unauthorized access thereto and shall return them immediately after the completion of the AGREEMENT or order. The obligation to protect Confidential Information applies during the performance of the AGREEMENT or order, and also after its performance as long as this information no longer constitutes any value for Metalwoddesign or cannot be considered confidential. The CONTRACTOR ensures that their employees, representatives, and any other cooperating entities who have access to Confidential Information comply with the obligation of confidentiality. The CONTRACTOR has no right to refer, including by placing in their advertising materials, to information about Metalwoddesign without the prior written consent of Metalwoddesign, otherwise such information is deemed invalid. The CONTRACTOR shall treat Confidential Information in accordance with its nature, meaning that this Information will not be disseminated within their own organization to persons other than those who need it to perform their duties and that all Confidential Information will be stored securely. —

9. FORCE MAJEURE

It does not qualify as a breach of the AGREEMENT if one of the Parties cannot perform its contractual obligations due to reasons beyond the control of either Party (force majeure). Circumstances that should be considered force majeure mean unforeseen events that cannot be prevented by human effort (e.g., war, nationwide strike, earthquake, flood, fires, terrorist attack, etc.), are not dependent on the Parties’ intentions, and directly hinder the given Party’s performance of its contractual obligations. At the request of the other Party, the affected Party shall present a certificate of the occurrence of force majeure issued by the chamber of commerce competent for the country of origin. Unless the Parties agree otherwise in writing, contractual terms will be extended proportionally to the duration of the force majeure. The Parties shall immediately notify each other of the threat or occurrence of force majeure and the anticipated duration. Damages resulting from late notification of the threat or occurrence of force majeure shall be borne by the Party responsible for such delayed notification. —

10. OTHER PROVISIONS / GOVERNING LAW

If any provisions of these GTC become invalid, they should be replaced by appropriate provisions of applicable Polish law. The CONTRACTOR may not transfer their rights and/or obligations arising from the AGREEMENT/order without the prior written consent of Metalwoddesign, otherwise they are considered invalid. These GTC, the AGREEMENT, or the order are subject exclusively to Polish law. The competent court for resolving disputes arising from the AGREEMENT / order or these GTC is the court competent for Metalwoddesign’s registered office.