General conditions of sale

§1. General provisions

These General Terms and Conditions of Sale (hereinafter referred as to “GTCS”) set out the rights and obligations of the parties to sales contracts for delivery of goods and provisions of services concluded by:

MAGNETIX Sp. z o.o. with its registered office in Cierpice, ul. Poznańska 9, 87-103 Toruń 5, entered into the Register of Entrepreneurs of the National Court Register kept by the District Court in Toruń, 7th Commercial Division under number KRS:
0000442318, VAT: PL 8792669093, REGON: 341363218 hereinafter referred to as the “Seller”.

1. These GTCS are an integral part of sales contracts concluded by the Seller.
2. These GTCS apply if the other party to the contract (hereinafter referred to as the "Buyer") is an entrepreneur within the meaning of the Civil Code.
3. These GTCS exclude the use of other draft contracts (general contract terms, terms of purchase, model contracts, regulations, etc.) used or set by the Buyer.
4. The contractual provisions, individually agreed upon and confirmed in writing, shall take precedence over the provisions of these GTCS to the extent that they contain regulations different from these GTCS.
5. These GTCS are published on the Seller’s website: www.magnetix.com.pl

§2. Definitions

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

1. The Seller – Magnetix Sp. z o.o.
2. The Buyer - a legal person, an organisational unit without legal personality or a natural person running a business.
3. The Parties – the Buyer and the Seller.
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 contract between the Seller and the Buyer.
6. Order - an offer to purchase the Products submitted by the Buyer in writing, delivered in person, by post, courier or email, containing at least the following information: the name of the Product ordered, quantity, Buyer'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 Seller about the acceptance of the order, submitted to the Buyer 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.

§3. Conclusion of contract

1. Information on the Products presented in the catalogues, folders, brochures, etc., as well as posted on the Seller's website, are for advertising purposes only and do not constitute an offer within the meaning of the provisions of the Civil Code.
2. Any assurances, warranties, promises and amendments to the sales contract made orally by the Seller's employees in connection with the conclusion of the sales contract or submission of the offer are not binding on the Seller.
3. The Buyer may place orders in writing, also electronically.
4. The Seller submits an offer to the Buyer in writing (by fax, e-mail or post).
5. The contract between the Seller and the Buyer is concluded at the time of receipt of the order by the Seller, which in relation to the essential terms of the contract does not deviate in any way from the offer received by the Buyer.
6. In the case of discrepancies between the order placed by the Buyer and the Seller's offer, the order confirmation, which is issued and sent to the Buyer by the Seller, shall be binding, unless the Buyer cancels the order in writing (by fax, e-mail) immediately, however, no later than within 1 calendar day from the date of receipt of the written order confirmation by the Seller.
7. The Buyer's order should contain the following data:
   • The name of the Buyer - with an indication of the exact address,
   • Tax identification number (NIP),
   • Specification of the indicated Product with the trade name or alphanumeric symbol from the offer,
   • Quantity of ordered goods,
   • The date, place and conditions of delivery/receipt of the Product.
8. 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 Seller 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.
9. Cancellation of the order by the Buyer is only allowed in exceptional circumstances after prior written determination of the terms of order cancellation with the Seller. The Seller reserves the right to charge the Buyer 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 contract will be each time specified in the offer or the sales contract.
2. The Buyer is obliged to pay the price within the time limit resulting from the VAT invoice issued by the Seller, 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 Buyer individually.
4. The payment of the price is made in the form of a transfer to the bank account indicated by the Seller in the VAT invoice or in another form determined in the offer or in the sales contract.
5. The payment shall be deemed to have been made when the funds have been credited to the Seller's bank account.
6. The Seller 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 Seller had no influence on, such as changes in the rates of the tax on goods and services, etc.
7. The prices quoted by the Seller are net prices and will 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 Seller 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 Seller do not include any customs duties or other financial charges imposed on the Products under the law applicable in the location of the Buyer's registered office.
10. Failure to settle the payment within the period specified on the invoice will authorise the Seller to stop the delivery of the Products and suspend the implementation of already accepted orders. The Seller may require an advance payment for the implementation of a new order for a Buyer, which is in arrears with payments or which pays the invoices past the due date.
11. In the event of a delay with payment of the price, the Seller is entitled to charge interest for the delay, even if the Seller did not suffer any damage and even if the delay was due to circumstances for which the Buyer is not liable. The seller is entitled to statutory interest, unless a different amount of interest is specified in the contract. 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 Buyer from the obligation to make payments for the Products within the set deadline.
13. The Seller stipulates that title to the Product being sold will not pass to the Buyer until the full price has been paid to the Seller.
14. The Buyer authorises the Seller to issue VAT invoices without the Buyer’s signature.

§5. Delivery and transport of Products

1. The location for the dispatch of the Products shall be the Seller’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. If the Buyer requests other than the standard packing, the Buyer shall be liable to cover the resulting costs.
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:
   • the delivery being suspended for reasons attributable to the Buyer;
   • the Buyer's delay in payment of the price;
   • the Buyer’s failure to provide the Seller with information necessary for the delivery;
   • force majeure. In this case, the delivery time will be extended by the period of occurrence of such circumstances, taking into account the time necessary for the Seller to resume delivery.
5. The cost and risk of transporting the Products lies with the Buyer.
6. The risk of damage, destruction or loss of the Product shall pass to the Buyer as soon as the Product has been collected by the Buyer from the Seller’s warehouse or has been loaded on the vehicle of a transport company (authorised for its collection).
7. The Buyer 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 Seller of objections in this regard by preparing a non-compliance report. The Seller reserves the right to inspect the damage reported at the place of delivery.
8. If the Buyer extends the set delivery deadline or does not accept the Products, the Seller has the right to charge the Buyer with transport and storage costs in the amount of 0.1% of the sales value for each day of storage.
9. If the Buyer is in default with the collection of the Product from the Seller’s warehouse by more than 7 days or if the Buyer fails to collect the Product within the agreed time limit from another agreed place, the Seller shall call the Buyer 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 Seller shall have the right to return the Product for storage or to store the Product in its own warehouse, at the Buyer'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 Seller shall not be liable in the case of failure to comply with the obligations arising from the contract, if it was caused by reasons beyond its control, which could not have been foreseen at the time of conclusion of the contract and which could not have been avoided (force majeure).

§7. Contractual penalties

The Buyer is obliged to pay the Seller a contractual penalty for withdrawal from the contract for reasons not attributable to the Seller, within 7 calendar days from the date of conclusion of the contract, in the amount of 20% of the price, increased by the due tax on goods and services. The payment of the contractual penalty does not release the Buyer from being charged with the actual costs incurred until the withdrawal from the contract due to reasons not attributable to the Seller.

§8. Responsibility

1. The Seller shall be liable for non-performance or improper performance of the contract, except that the liability is limited to actual damage, excluding lost profits. The Seller 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. In any case, the liability of the Seller for any damage not covered by the exclusion shall be limited to the Buyer's actual loss, in an amount not exceeding 100% of net contractual remuneration, whereas this limitation shall not apply to the damage caused by intentional fault.
3. The Buyer shall be responsible for the applicability and the effects of using the Products provided by the Seller in certain design solutions, even if the Seller was involved as an advisor or consultant in the preparation of the design and final Product of the Buyer.
4. The Seller shall not be liable to the Buyer for defects in the goods made by the Buyer with the use of the Products provided by the Seller.

§9. Warranty

1. Magnetix Sp. z o.o. warrants to the Buyer / 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 Seller.
4. The Seller 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 Buyer / 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 Seller;
   • damage caused by the Buyer’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 Seller has no influence on.
6. Any repairs and alterations carried out by the Buyer / User without the Seller’s knowledge and consent result in a loss of warranty coverage.
7. The Buyer / 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 Buyer / User is obliged to provide its type, factory number and fault description.
9. 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.
10. When no faults are found in the claimed Product, the Buyer / User shall be charged with all costs related to travel and diagnostic activities performed by service employees, according to service rates used in Magnetix Sp. z o.o.
11. The Seller shall not provide any substitute equipment for the repair period and does not cover any costs of equipment rental.
12. The Seller 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.
13. The Seller’s liability is limited to the value of the price of the claimed Product.
14. If the Buyer fails to meet its payment obligations, the Seller is entitled to refuse to rectify a fault under warranty.
15. Any matters not covered by the Warranty Certificate shall be governed by relevant provisions of the Civil Code and other legal acts applicable on the date of its issue.

§10. Implied warranty

The Seller's liability under the implied warranty for physical and legal defects of the Product shall be excluded.

§11. Assignment

Assignment of receivables due to the Buyer from the Seller is only allowed with the prior consent of the Seller expressed in writing.

§12. Final provisions

1. These 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 these GTCS is the court with jurisdiction over the Seller's registered office.
4. The invalidity or ineffectiveness of any of the provisions of these GTCS does not affect the validity or effectiveness of the remaining provisions.
5. The Seller has the right to store and process the Buyer's personal data for purposes related to the implementation of the sales contract.
6. Any changes to these GTCS require written form to be valid.
7. If these GTCS are also formulated in a language other than Polish, the GTCS in Polish shall apply in the event of a dispute.
8. By accepting these GTCS, the Buyer agrees to the processing of their personal data by the Seller and entities acting on their behalf domestically and abroad, in connection with the implementation of the sales contracts for the Products offered by the Seller.
9. The Buyer may not, without the consent of the Seller, transfer knowledge and information obtained as a result of business contacts with the Seller to third parties in matters covered by a trade secret.
10. During or after the termination of the contract, the Buyer shall not distribute, disclose or use such information that does not constitute the Seller's business secret, but whose distribution, disclosure or use could in any way damage reputation or otherwise cause damage to the Seller.
11. These GTCS come into force on 01.03.2021.