General terms and conditions of supply

§1. General provisions

These General Terms and Conditions of Supply (hereinafter referred as to “GTCS”) refer to all trade activities and set out the rights and obligations of the participants and parties to the abovementioned relationships resulting from the sales agreements, supply agreements and service agreements concluded by:

MAGNETIX Sp. z o.o. with its seat in Torun at gen. Marii Wittek 2, registered into the Register of Entrepreneurs of the National Court Register kept by the District Court in Torun, 7^th Commercial Division under number KRS: 0000442318, TIN: PL 8792669093, REGON: 341363218 hereinafter referred to as the “Supplier”.

1. GTCS are an integral part of sales contracts concluded by the Supplier.
2. GTCS apply if the other party to the agreement (hereinafter referred to as the "Recipient") is an entrepreneur in accordance with the provisions of the Act of 23 April 1964 of the Civil Code (Journal of Laws 1964 No. 16 item 93).
3. GTCS exclude the use of other draft agreements (general agreement terms, terms of purchase, model contracts, regulations, etc.) used or set by the Recipient.
4. The contractual provisions, individually agreed upon and confirmed in writing, shall take precedence over the provisions of GTCS to the extent that they contain regulations different from these GTCS.
5. The GTCS stipulates the interpretation rules of the rights and obligations granted to the participants and parties.
6. GTCS are published on the Supplier’s website: www.magnetix.com.pl

§2. Definitions

The following terms used in these General Terms and Conditions of Sale shall mean:

1. The Supplier – Magnetix Sp. z o.o.
2. The Recipient - a legal person, an organisational unit without legal personality or a natural person conducting a business.
3. The Parties – the Recipient and the Supplier.
4. Payment date - the day on which the payment for the goods or service becomes due.
5. Products – movable items, goods and services, goods to be sold under a sales agreement between the Supplier and the Recipient.
6. Order - a purchase order submitted by the Recipient in writing, delivered in person, by post, courier, or e-mail, containing at least the following information: the name of the Product ordered, quantity, Recipient's data necessary to issue a VAT invoice and company details, contact details, the manner, date and place of receipt of the ordered Products.
7. Order confirmation – a written statement of the Supplier about the acceptance of the order, submitted to the Recipient after its receipt, together with the Product technical specification, the price and total value of the Products ordered, lead time, place and conditions of delivery / receipt and terms of payment.
8. Participant - a legal person, an organizational unit without legal personality and a natural person conducting business being an entity to (party) commercial activity.

§3. Conclusion of contract

1. Information on the Products presented in the catalogues, folders, brochures, etc., as well as posted on the Supplier's website, are for advertising purposes only and do not constitute an offer within the meaning of the provisions of the Act of 23 April 1964 of the Civil Code (Journal of Laws 1964 No. 16 item 93). Any assurances, warranties, promises and amendments to the sales agreement made orally by the Supplier's employees in connection with the conclusion of the sales agreement or submission of the offer are not binding on the Supplier.
2. The Recipient may place orders in writing, also electronically.
3. The Supplier submits an offer to the Recipient in writing (by fax, e-mail, or post).
4. The agreement between the Supplier and the Recipient is concluded at the time of receipt of the order by the Supplier, which in relation to the essential terms of the agreement does not deviate in any way from the offer received by the Recipient.
5. In the case of discrepancies between the order placed by the Recipient and the Supplier's offer, the order confirmation, which is issued and sent to the Recipient by the Supplier, shall be binding, unless the Recipient withdrawal from the order in writing (by fax, e-mail) immediately, however, not later than within 1 calendar day from the date of receipt of the written order confirmation by the Supplier.
6. The Recipient's order should contain the following data:
   • the name of the Recipient - with an indication of the exact address,
   • tax identification number (TIN),
   • pecification of the indicated Product with the trade name or alphanumeric symbol from the offer,
   • antity of ordered goods,
   • the date, place, and conditions of delivery/receipt of the Product.
7. If the order concerns a previously presented offer, it is necessary to place the number of this offer on the order. If the offer number is not referred to, the Supplier shall not be liable for any price inconsistencies on the VAT invoice, lack of availability of the Product, as well as non-compliance in the specific parameters of the Product specified in the original order.
8. Withdrawal from the agreement by the Recipient is permitted only after prior written confirmation given by the Supplier in written form under pain of invalidity. The Supplier reserves the right to charge the Recipient with actual costs incurred up to the time of cancellation - no exceeding the value of the order.

§4. Price

1. The price for the Product being the subject of the sales agreement will be each time specified in the offer or the sales contract.
2. The Recipient is obliged to pay the price within the time limit resulting from the VAT invoice issued by the Supplier unless a different date is specified in the provisions of the offer or the provisions of the sales contract.
3. The date and form of payment are agreed on for each Recipient individually.
4. The payment of the price is made in the form of a transfer to the bank account indicated by the Supplier in the VAT invoice or in another form determined in the offer or in the supply agreement.
5. The payment shall be deemed to have been made when the funds have been credited to the Supplier's bank account.
6. The Supplier reserves the right to unilaterally increase the price if, after the conclusion of the contract, there are objective reasons justifying an increase in the price of the Product which the Supplier had no influence on, such as changes in the rates of the tax on goods and services, etc.
7. The prices quoted by the Supplier are net prices and shall be increased by the due tax on goods and services in the amount and in accordance with the requirements provided for in the applicable law.
8. The prices quoted by the Supplier in EUR shall be converted at average exchange rate of the National Bank of Poland (NBP) announced on the last working day preceding the day of issue of the invoice.
9. The prices quoted by the Supplier do not include any customs duties or other financial charges imposed on the Products under the law applicable in the location of the Recipient's registered office.
10. Supplier is entitled to withhold/stop the delivery of the Products and suspend the execution of already accepted orders in case of failure to pay the amount due within the period specified on the invoice. The Supplier may require an advance payment for the execution of a new order for a Recipient, which is in arrears with payments, or which pays the invoices after due date.
11. In the event of a delay with payment of the price, the Supplier is entitled to charge interest for the delay applicable at a maximum level as of given moment, even if the Supplier did not suffer any damage and even if the delay was due to circumstances for which the Recipient is not liable. The obligation to pay interest does not exclude a claim for compensation of damage on general terms.
12. Filing a complaint does not release the Recipient from the obligation to make payments for the Products within the set deadline.
13. The Supplier stipulates that title to the Product being sold shall not pass to the Recipient until the full price is paid to the Supplier.

§5. Delivery and transport of Products

1. The location for the dispatch of the Products shall be the Supplier’s warehouse. The delivery terms shall be EXW (ex Works), according to Incoterms 2010, unless otherwise specified in the offer or order confirmation.
2. The prices of the Products include standard packing. Recipient shall cover packing other than the standard packing.
3. The Products will be delivered within the time specified in the offer or order confirmation.
4. The delivery date may change in the case of: a) the delivery being suspended for reasons attributable to the Recipient; b) the Recipient's delay in payment of the price; c) the Recipient’s failure to provide the Supplier with information necessary for the delivery; d) force majeure. In this case, the delivery time will be extended by the period of occurrence of such circumstances, considering the time necessary for the Supplier to resume delivery.
5. The cost and risk of transporting the Products lies with the Recipient.
6. The risk of damage, destruction or loss of the Product shall pass to the Recipient as soon as the Product has been collected by the Recipient from the Supplier’s warehouse or has been loaded on the vehicle of a transport company (authorised for its collection).
7. The Recipient is obliged, immediately after receiving the Product, to check the conformity of the delivered goods with the order and goods dispatched note. It is obliged to check in particular: the condition of the shipment, as well as the quality, quantity, and range of the delivered goods, and to immediately (i.e. no later than within 3 working days) notify the Supplier of objections in this regard by preparing a non-compliance report. The Supplier reserves the right to inspect the damage reported at the place of delivery.
8. If the Recipient extends the set delivery deadline or does not accept the Products, the Supplier has the right to charge the Recipient with transport and storage costs in the amount of 0.1% of the sales value for each day of storage.
9. If the Recipient is in default with the collection of the Product from the Supplier’s warehouse by more than 7 days or if the Recipient fails to collect the Product within the agreed time limit from another agreed place, the Supplier shall call the Recipient to collect the Product within 7 days from the date of receipt of the call.
10. After the expiry of the additional deadline specified in the previous paragraph, the Supplier shall have the right to return the Product for storage or to store the Product in its own warehouse, at the Recipient's cost and risk.
11. The fee for non-contractual storage of the uncollected Product for each day of storage shall be 0.1% of the sales value.

§6. Force majeure

The Participants and the Parties shall not be liable in the case of failure to comply with the obligations arising from the agreement, if it was caused by reasons beyond its control, of an external nature, which could not have been foreseen at the time of conclusion of the agreement and which could not have been avoided (force majeure).

§7. Contractual penalties

The Recipient is obliged to pay the Supplier a contractual penalty for withdrawal from the agreement for reasons not attributable to the Supplier, within 7 calendar days from the date of conclusion of the contract, in the amount of 40% of the price, increased by the applicable tax on goods and services. The payment of the contractual penalty does not release the Recipient from being charged with the actual costs incurred until the withdrawal from the agreement due to reasons not attributable to the Supplier.

§8. Responsibility

1. Supplier’s liability is limited to actual damage (damnum emergence) and the Supplier excludes its liability for loss of profits. The Supplier shall not be liable for any damage caused due to improper selection of the Products, their improper use or use not in accordance with its intended use or the operation and maintenance manual, as well as any damage the occurrence or size of which was affected by the condition and characteristics of the infrastructure under which the Products are to be operated, including in particular of those elements with which the Products are to be combined.
2. The Supplier shall not be liable for damages caused due to unwilful fault (unintentionally).
3. In any case, the liability of the Supplier for any damage not covered by the exclusion shall be limited to the Recipient's actual loss, in an amount not exceeding 100% of net Product price.
4. The Recipient shall be responsible for the applicability and the effects of using the Products provided by the Supplier in certain design solutions, even if the Supplier was involved as an advisor or consultant in the preparation of the design and final Product of the Recipient.
5. The Supplier shall not be liable to the Recipient for defects in the goods made by the Recipient with the use of the Products provided by the Supplier.

§9. Warranty

1. Magnetix Sp. z o.o. warrants to the Recipient / User that the Product will be of good quality and fully operational provided that the Product is mounted, installed, operated, and stored in accordance with the guidelines included in the operation manual.
2. The warranty is provided for the period indicated in the order confirmation. The warranty period starts from the date of sale specified on the invoice.
3. The warranty covers a free of charge repair or replacement of the Product for the one free of defects if a defect is attributable to the Supplier.
4. The Supplier decides on how to make a repair.
5. The warranty does not cover:
   • damage caused by using the Product not in accordance with its intended use or by persons not trained for its operation,
   • normal wear and tear of individual components e.g. conveyor belts, rolls, bearings, brushes, dampers, fuses and bulbs, filters and other fast wearing parts listed in the operational manual,
   • operational activities such as: periodic inspections, cleaning, lubrication, and maintenance that the Recipient / User performs on its own,
   • liquids, lubricants, and other consumables listed in the operational manual,
   • mechanical damage caused by shocks or impacts, in particular belt damage of a belt caused by impacts of pieces of metal attracted by a magnet,
   • chemical damage resulting from exposure to aggressive chemicals substances or environment,
   • damage caused by a defective electrical system, overvoltage in supply lines, drops in supply voltage, operation in conditions harmful to electrical insulation, overloads (burned out rotor or stator),
   • damage caused by supplying air at pressure higher than the recommended value, contaminated one or containing water,
   • damage caused by an incorrect hydraulic supply system or incorrect parameters of a working medium,
   • damage caused by too high or too low ambient temperature,
   • damage caused by incorrect transport e.g. when a location of use is changed,
   • damage caused by repairs performed by non-authorised persons or by using parts and consumables not approved by the Supplier,
   • damage caused by the Recipient’s /User’s failure to immediately report a fault that could be noticed when purchasing the Product or during its later use,
   • damage caused by a failure to perform appropriate maintenance on the Product in accordance with the operation manual, as well as by using incorrect maintenance agents,
   • damage caused by random events (fire, flooding, lightening strike etc.) or others which the Supplier has no influence on.
6. Any repairs and alterations carried out by the Recipient / User without the Supplier’s knowledge and consent result rage.
7. The Recipient / User shall lose the right to warranty repairs when the rating plates are removed, or the affixed seals are broken.
8. When the Product is reported to the service station the Recipient / User is obliged to provide its type, factory number and fault description.
9. Unless otherwise agreed in the sales contract, the place of performance of warranty repairs is the headquarters of Magnetix Sp. z o. o.
10. The faults recognised as under warranty shall be rectified free of charge by an authorised service centre within the period specified in the sales contract, not later than within 10 working days from reporting a fault.
11. When no faults are found in the claimed Product, the Recipient / User shall be charged with all costs related to diagnostic activities performed by service employees, according to service rates used in Magnetix Sp. z o.o.
12. The Supplier shall not provide any substitute equipment for the repair period and does not cover any costs of equipment rental.
13. The Supplier shall not be liable for fault results i.e. costs of compensation for damage suffered by people, destruction of property, losses in profits, losses resulting from production line downtime, transport and communication costs and other expenditures related to the Product failure.
14. The Supplier’s liability is limited to the value of the price of the claimed Product.
15. If the Recipient fails to meet its payment obligations, the Supplier is entitled to refuse to rectify a fault under warranty.
16. Any matters not covered by the Warranty Certificate shall be governed by relevant the provisions of the Act of 23 April 1964 of the Civil Code (Journal of Laws 1964 No. 16 item 93) and other legal acts applicable on the date of its issue.

§10. Implied warranty

The Supplier's liability under the implied warranty for physical and legal defects of the Product shall be excluded. The exclusion of warranty does not apply to the hidden defects.

§11. Assignment

Assignment of receivables due to the Recipient from the Supplier is only allowed with the prior consent of the Supplier expressed in writing under pain of invalidity.

§12. GDPR

1. Personal data is processed in accordance with the applicable law, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons regarding the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation), hereinafter referred to as the GDPR.
2. The controller (administrator) of personal data in the scope of personal data of the controller’s (administrator's) contractors, personal data of persons employed or applying for employment by the controller (administrator) (under an employment contract or under another contract) is the Supplier. The controller (administrator) does not intend to transfer personal data to a third country or to international organizations.
3. The recipients of personal data are persons employed by the controller (administrator) (on the basis of an employment contract or on the basis of another agreements) and trusted entities cooperating with the controller (administrator) - to the extent necessary to achieve the purposes of processing; personal data may also be made available to public authorities and other entities authorized to do so under the law, on their request.
4. Personal data is stored: - in the case of data processed pursuant to art. 6 sec. 1 point a) GDPR - until the purposes of processing indicated in the consent are met; - in the case of data processed pursuant to art. 6 sec. 1 point b) GDPR - until the parties to the agreement fulfil all obligations related to the performance of the agreement, and then until the expiry or limitation period for any claims related to the agreements; - in the case of data processed pursuant to art. 6 sec. 1. point c) GDPR - until the legal obligation imposed on the administrator is fulfilled, the obligation to store documentation; - in the case of data processed pursuant to art. 6 sec. 1 lit. f) GDPR - until the purposes of processing are fulfilled, until the satisfaction, expiration or limitation of claims.
5. The person the data relates to is entitled to perform any activities specified in the GDPR.
6. In connection with the processing of personal data by the controller (administrator), there is no automated decision making, including profiling.

§13.  Final provisions

1. GTCS shall be governed by Polish law.
2. All disputes arising between the parties shall be resolved in accordance with the provisions of Polish law, excluding the Vienna Convention on Contracts for the International Sale of Goods, signed in Vienna on April 11, 1980.
3. The competent court for resolving the disputes arising out of the application of GTCS is the court with jurisdiction over the Supplier's registered office.
4. The invalidity or ineffectiveness of any of the provisions of GTCS does not affect the validity or effectiveness of the remaining provisions.
5. Any changes to GTCS require written form to be valid.
6. If GTCS are also formulated in a language other than Polish, the GTCS in Polish shall apply in the event of a dispute.
7. By accepting GTCS, the Recipient agrees to the processing of their personal data by the Supplier and entities acting on their behalf domestically and abroad, in connection with the implementation of the sales contracts for the Products offered by the Supplier.
8. The Recipient may not, without the consent of the Supplier, transfer knowledge and information obtained because of business contacts with the Supplier to third parties in matters covered by a trade secret.
9. During or after the termination of the contract, the Recipient shall not distribute, disclose, or use such information that does not constitute the Supplier's business secret, but whose distribution, disclosure or use could in any way damage reputation or otherwise cause damage to the Supplier.
10. GTCS come into force from 01.03.2021.