GENERAL CONDITIONS OF SALE
GENERAL CONDITIONS OF SALE
INSOTEC Sp. z o.o.
effective from 20.02.2023
§ 1 GENERAL PROVISIONS
- The General Terms and Conditions of Sale of Goods (hereinafter referred to as the „GTS”) set out the principles for the conclusion and performance of contracts for the sale and supply of goods (hereinafter referred to as the „Contract”), whose distributor and seller is the company INSOTEC Sp. z o.o. with its registered office at ul. Zawiszy Czarnego 31d, 35-082 Rzeszów, entered into the National Court Register by the District Court in Rzeszów, XII Economic Department under KRS number 0000358552, REGON number 180579115, NIP number 813-362-45-60 (hereinafter: „INSOTEC”) and constitute an integral part of offers and Sales and Delivery Agreements concluded by INSOTEC.
- GTCs are available at INSOTEC’s head office and on the website https://insotec.pl/general-conditions-of-sale/
- Subject to § 1.4 of the GTCS, these GTCS constitute an integral part of each Sales and Delivery Agreement concluded by INSOTEC with customers who are entrepreneurs or institutions (hereinafter referred to as the „Purchaser”). These GTCS shall apply to agreements other than a Sales and Delivery Agreement, if the Parties so agree. Exclusion of application of GTS and all arrangements of the Parties deviating from GTS require, in order to be effective, agreement of individual terms and conditions in writing. Provisions of general contractual terms and conditions and other contractual templates of the Purchasers concluding the Contract with INSOTEC, deviating from the provisions of GTS, shall not apply, unless INSOTEC accepted them in writing. Conclusion of a separate agreement excludes application of these GTCS only to the extent regulated otherwise therein.
- The Buyer accepts the provisions of INSOTEC’s GTCS from the moment of:
a) to place an order or to receive an order confirmation if the order is placed according to the procedure described in par. 1 para. 4 lit. b
b) to conclude a contract of sale or supply with INSOTEC
c) receipt of goods from INSOTEC, whichever occurs first.
- These GTCS do not apply to sales contracts concluded with consumers within the meaning of Article 221 of the Civil Code.
- Obvious mistakes, printing, typing or calculation errors are not binding for INSOTEC and cannot be the basis for claims by the Buyer for any reason whatsoever.
§ 2 CONDITIONS OF SALE
- INSOTEC’s GTCs apply to all goods in INSOTEC’s current catalogues and to goods imported or made at the Buyer’s request, as well as to services (hereinafter referred to as „Goods” or „Goods”).
- The information on INSOTEC’s website, catalogues, price lists, brochures and other information addressed to the Buyer concerning the Goods, does not constitute a commercial offer within the meaning of the Civil Code, even if a selling price has been included therein, unless otherwise stated separately by INSOTEC.
- The information referred to in paragraph 2 above is kept up to date by INSOTEC and INSOTEC reserves the right to change it without prior notice to the Buyers, unless otherwise agreed with the individual Buyer.
- The condition for the effective conclusion of the Sales Contract is:
a) the placing of the order by the Buyer (in writing, or electronically) and the confirmation of the order by INSOTEC (in writing or electronically). Confirmation of the order means that INSOTEC has received the order and accepted it for processing. The placing of an order by the Buyer does not bind INSOTEC, and the absence of a response from INSOTEC does not imply tacit acceptance of the order,
b) in the case of Buyers who have a permanent relationship with INSOTEC, including those who have access to the current sales price lists posted on the Direct purchasing platform or in the online shop, the placement of an order and INSOTEC’s confirmation of the delivery date of the ordered goods means that INSOTEC has received the order and accepted it for fulfilment, but even in this case INSOTEC reserves the right not to fulfil the order for reasons beyond INSOTEC’s control, in particular due to the unavailability of the goods in question at the manufacturer.
- The Buyer is responsible for the correctness and completeness of the data contained in the order or in the documentation provided to INSOTEC. The order must unambiguously identify: a) the Buyer
a) Goods: quantitative, indicating the names and/or indices of INSOTEC
b) the price of the Goods based on the current quotation received from INSOTEC
c) place, manner and date of performance of the entire order or, in the event that the Buyer does not provide for a single place, manner and date of performance for all the Goods covered by the order, separately the place, manner and date of performance for the individual Goods covered by the order.
- The Buyer represents and warrants that orders will be placed by persons authorised to represent the Buyer in accordance with applicable law or authorised to deal with INSOTEC on the basis of a power of attorney granted to them by the Buyer, and is fully liable in this respect.
- The conclusion of a Sales or Delivery Contract between the Parties shall take place upon INSOTEC’s confirmation of the order or delivery date and on the terms and conditions set out in INSOTEC’s order confirmation or delivery date confirmation and arising from the GTCS.
- Goods ordered by the Buyer to be collected from INSOTEC’s warehouse are reserved until the date of fulfilment indicated on the order confirmation. If collection is not made by the date specified on the order confirmation, INSOTEC reserves the right to charge the Buyer a storage fee for the period from the date of fulfilment indicated on the order confirmation until the date of actual receipt of the Goods from the warehouse. The amount of the storage charge is determined individually by INSOTEC.
- The placing of an order for Goods imported or manufactured to the Buyer’s specifications or at the Buyer’s special request which are not shown in INSOTEC’s current catalogues, once this order has been confirmed or delivery confirmed by INSOTEC, may not be revoked or cancelled. The remaining provisions of the GTCS shall apply accordingly.
- Subject to paragraph 9 above, the Buyer, with INSOTEC’s prior consent in writing or by e-mail correspondence, may cancel the order. In this case, INSOTEC shall be entitled to charge the Buyer a cancellation fee. The amount of the charge to the Buyer is determined individually (resulting from the cancellation fees of the individual suppliers/manufacturers) of the gross sales price of the cancelled Goods. In the event that INSOTEC incurs higher costs, INSOTEC is entitled to charge the Buyer an amount equal to the total cost associated with the cancellation (including actual damage and lost profits).
- The Buyer, with INSOTEC’s prior consent expressed in writing or by e-mail correspondence, may return the Goods. If the return is accepted and INSOTEC agrees to the return, INSOTEC will provide the Buyer with the conditions under which the return may be implemented. In this case, INSOTEC shall be entitled, upon acceptance of the return, to charge handling fees of a maximum of 70% of the gross sales price of the Goods for re-stocking.
Goods shall be returned in their original condition, i.e. intact in relation to the condition in which they were issued from INSOTEC’s warehouse. Goods that have been stripped of their original packaging and Goods that have been manufactured or customised according to the Buyer’s specifications are not refundable. Delivery and other transaction costs are not refundable. All costs accompanying the return of the Goods shall be borne by the Buyer. INSOTEC excludes the possibility of returning the Goods by cash on delivery. The possibility of return does not apply to the Goods referred to in paragraph 9 above.
- INSOTEC shall not be liable to the Buyer for damages or defects in the product made by the Buyer, using Goods supplied by INSOTEC.
- INSOTEC is not responsible for the possibility and correctness of the application of the Goods to the Buyer’s specific solutions and products.
- INSOTEC shall not be liable to the Buyer for any damage, lost profits, loss of profit, loss of use or any other damage resulting from non-performance or improper performance of the Contract. In particular, INSOTEC shall not be liable for non-performance of the Contract in the event that the manufacturer of the Goods refuses or abandons its manufacture, delivery or transport. The above exclusion shall not apply to damage caused to the Buyer by INSOTEC intentionally. In any event, the upper limit of INSOTEC’s liability shall be an amount equal to the gross price of the Goods subject to the Goods Contract.
- All technical information contained in advertising material, catalogues, brochures, on the website is for information purposes only and cannot be relied upon against INSOTEC in the event of discrepancies with the actual state.
- All information, data and materials, including quotation and design documents, catalogues, brochures, texts, characteristics, drawings and illustrations of goods are the intellectual property of INSOTEC and as such are protected and may not be reproduced or made available to third parties without the written consent of INSOTEC.
- All information, data and materials made available to the Purchaser, including, but not limited to, names, logos, price lists, as well as colours and their layout and any other intangible property rights related to their content, belong to INSOTEC or entities with which INSOTEC has concluded relevant agreements and are protected by copyright and industrial property rights. In particular, neither the GTCS nor the concluded Agreement shall constitute the basis for the transfer of rights or granting of licences in respect of patents, industrial designs, utility models, copyrights or any other intellectual and/or industrial property rights, unless the Parties agree otherwise in writing under pain of invalidity.
- Due to continuous technological progress, INSOTEC reserves the right to unilaterally change the Goods, including the design of the Goods and their composition.
§ 3 DELIVERY
- The delivery date is specified by INSOTEC in the order confirmation submitted to the Buyer. Delivery dates are subject to change in the event of events for which INSOTEC is not responsible. INSOTEC will notify the Buyer of changes to the delivery date.
- INSOTEC is entitled to partial deliveries.
- The delivery date shall be deemed to have been met if notification of readiness to take delivery of the Goods has been given on the agreed date, despite the fact that actual receipt of the Goods has taken place at a different time.
- All benefits and burdens in connection with the Goods and the danger arising from possession of the Goods, including the risk of accidental loss or damage to the Goods, shall pass to the Buyer upon delivery of the Goods, i.e. when INSOTEC places the Goods for collection (loading) or INSOTEC entrusts the Goods to the carrier also if there is a delay on the part of the Buyer in taking delivery.
- The invoice or Release Document signed by the person authorised to receive the Goods on behalf of the Buyer shall at the same time constitute confirmation of delivery of the Goods to the Buyer.
- In the event that the Goods delivered do not correspond to the order specifications (conformity with the order, quantity and condition of packaging), the Buyer is obliged to notify INSOTEC of the discrepancy by e-mail within two days of the date of delivery of the Goods. After this deadline, the Buyer loses the right to raise any objections in this respect. The Buyer bears full responsibility for checking the conformity of the delivery with the order.
- The costs of transporting the Goods, insuring the Goods in transit shall be borne by the Buyer, unless INSOTEC has specified otherwise in the offer.
- In the event of refusal to accept the Goods, the Buyer shall bear all transport and storage costs, notwithstanding his other obligations to INSOTEC.
- INSOTEC shall not be liable for any delay in the delivery of the Goods arising for reasons other than those attributable to INSOTEC, including those resulting from the fault of third parties, in particular: courier and shipping companies, unless the delay has been caused by INSOTEC’s wilful misconduct. INSOTEC shall inform the Buyer of any possible delay in the delivery of the Goods. INSOTEC is not liable for damage caused after the Goods have been made available to the Buyer for collection (loading).
§ 4 PRICE AND PAYMENT
- The price of the Goods is indicated in the order confirmation.
- The prices quoted by INSOTEC are net prices to which value added tax will be added at the prevailing rates.
- Unless otherwise agreed, the gross price for the goods (i.e. the net price plus the value added tax due), is payable in Polish zloty according to the invoice issued by INSOTEC.
- In the event of deviations from the GTS or additional services, INSOTEC reserves the right to adjust the price accordingly.
- INSOTEC does not incur any costs for currency exchange by the Buyer.
- The basis for the settlement of receivables for sales are VAT invoices, issued by INSOTEC within the deadlines in accordance with the applicable legal regulations. The purchaser agrees to issue VAT invoices without the signature of the recipient.
- All settlements should be made by bank transfer. The date of payment shall be deemed to be the date on which payment is credited to INSOTEC’s bank account as stated on the invoice.
- The Buyer shall not be entitled to withhold or postpone payment for the Goods by invoking any warranty or any other conditions not previously accepted by INSOTEC.
- If the payment deadline is exceeded, the Buyer who is an entrepreneur undertakes to pay interest for delay in the amount indicated in the Act of 8 March 2013 on the prevention of excessive delays in commercial transactions (Journal of Laws of 2013, item 403 as amended), calculated from the day following the payment date indicated in the invoice until the date of actual payment. INSOTEC shall credit the nearest amount paid by the Buyer first against the interest due, and then against the most recently due amount. Notwithstanding the preceding sentence, INSOTEC may, at its own discretion, accede to the Purchaser’s instructions regarding the crediting of the amount paid.
- Where payment has been made in part, further interest shall be charged on the amount remaining to be paid.
- INSOTEC reserves the right to withhold the delivery of the Goods, the fulfilment of unfulfilled orders and the confirmation of new orders in the event that the Buyer is in default in the payment of any amounts due to INSOTEC or in the event that the Buyer exceeds his individually agreed credit limit (if any) until all outstanding payments plus interest due to INSOTEC have been paid.
- Unless otherwise stipulated, the Buyer’s right to make any deductions from payment for the Goods is excluded.
- INSOTEC may withdraw from the Contract of Sale or Delivery (or any other contract to which the GTCS apply) if the Buyer is in arrears with payment (in whole or in part) and if, despite setting an additional period of 7 days for payment of the amount due to the Buyer from the date of delivery to the Buyer of a call for payment, payment is not made. INSOTEC may exercise the aforementioned right to withdraw from the Contract within 120 days of the expiry of the deadline for payment indicated to the Buyer in the aforementioned demand for payment.
§ 5 RESERVATION OF TITLE
- INSOTEC reserves ownership of the Goods subject to the Contract until the total gross sales price for the Goods has been paid.
- In the event that the Buyer is in arrears with payment for the Goods, the Buyer shall, at INSOTEC’s request, immediately deliver the delivered Goods in full to INSOTEC.
- The right of ownership and the associated entitlement to demand delivery of the Goods, does not exclude the right of INSOTEC to pursue claims for damage suffered, including claims for lost profits, including payment of appropriate compensation for wear and tear or damage to the Goods.
- In the event that third parties report any claims to the Buyer in relation to goods owned by INSOTEC, the Buyer is obliged to notify INSOTEC immediately and to take all measures to protect INSOTEC’s rights. In the event of neglect of the aforementioned obligation, the Buyer shall be liable to INSOTEC for damages.
- Upon the commencement of bankruptcy, restructuring or enforcement proceedings against the Buyer, the Buyer is obliged to mark the Goods in such a way as to indicate the existence of a reservation of title in favour of INSOTEC.
§ 6 GUARANTEE
- INSOTEC provides a guarantee for the Goods. The warranty period results from the warranty period which has been granted by the manufacturer of the Goods, counted from the date of delivery of the Goods to the Buyer or to the carrier. The guarantee is valid in the territory of Poland.
- The basis for INSOTEC’s consideration of a warranty claim is the concluded Sales Contract, confirmation of payment for the Goods and the GTCS.
- INSOTEC’s liability under the guarantee applies only to material physical defects arising from causes inherent in the object of sale (the Goods) at the time of delivery.
- The guarantee applies to malfunctions of the Merchandise and/or operation of the Merchandise in a manner inconsistent with its intended use, in particular defects arising from faulty design, use of inappropriate materials and/or inadequate workmanship. The guarantee does not cover defects caused by:
a) improper use, handling, transport, storage
b) incorrect installation by the purchaser or third parties
c) external influences, such as chemical, electrical or atmospheric, over which INSOTEC has no influence.
d) the handling or use of the Goods contrary to the instructions for use or other information contained in the documentation relating to the subject matter of the claim
e) use outside the performance limits described in the documentation for the product in question or use contrary to generally accepted engineering knowledge/practice
f) normal wear and tear of the Goods resulting from the working conditions
g) the life expectancy of the Goods, as defined by INSOTEC documentation, is exceeded
h) modifications to the Goods by the Buyer or third parties
- The Buyer shall be obliged to quantitatively and qualitatively check the Goods and their packaging upon delivery. All apparent irregularities, including delivery of Goods other than those specified by the Buyer in the order and in quantities other than specified in the order, as well as damage to packaging, as well as inconsistency of the Goods actually delivered with the consignment note or other document confirming the delivery of the Goods should be notified to INSOTEC within 2 (two) calendar days from the date of delivery of the Goods by e-mail correspondence. In the absence of notification within the time and form indicated in the preceding sentence, the Buyer shall lose the right to rely for any purpose on the irregularities indicated in this paragraph.
- With regard to material defects other than those indicated in the paragraph above, the Buyer is obliged to examine the Goods and notify INSOTEC of the defects discovered within 5 (five) calendar days of their discovery. If the above-mentioned deadlines are not observed, the Buyer shall forfeit his warranty rights.
- INSOTEC undertakes to commence the processing of the warranty claim within 5 working days of receipt of the claim from the Buyer.
- INSOTEC’s liability under the guarantee relates to the obligation to repair or replace, the choice in this respect being left to INSOTEC. In the case of replacement, the warranty period for the replaced Goods runs anew and is 12 months from the date of replacement of the Goods and in the case of repair of the Goods, the warranty period extends accordingly for the duration of the repair of the Goods.
- The Buyer shall be obliged to allow INSOTEC to inspect the Goods, including by delivering – at INSOTEC’s request – the Goods to the place indicated by INSOTEC. Furthermore, in the event that it is not possible to consider a warranty claim solely on the basis of the condition of the delivered Goods, the Buyer shall be obliged to provide INSOTEC with access to the place of installation of the Goods under warranty proceedings. The Buyer shall also be obliged to provide security measures and the support of persons authorised by INSOTEC to carry out warranty actions at the place of assembly of the Goods. The decision on the necessity to carry out activities at the place of assembly will be taken by INSOTEC in the course of the warranty proceedings.
- The cost associated with the delivery of the Goods to the place indicated by INSOTEC shall be borne by the Buyer.
- In the event that the Goods are replaced or repaired by INSOTEC in connection with the acceptance of a warranty claim, the costs of delivering the Goods to the Buyer shall be borne by INSOTEC.
- In the event that INSOTEC refuses a warranty claim, the costs of transporting the Goods subject to warranty proceedings to the Buyer’s premises or to a place indicated by the Buyer shall be borne by the Buyer.
- Goods or components thereof that are subject to replacement in the course of the guarantee procedure become the property of INSOTEC.
- In the event that a warranty claim is technically unfounded and is therefore rejected, the Goods shall be returned to the Buyer.
- INSOTEC will endeavour to conclude the warranty proceedings within 90 working days after the Goods subject to the warranty proceedings have been delivered to the place indicated by INSOTEC. The warranty proceedings shall be terminated on the date of delivery of the decision to the Buyer.
- INSOTEC’s liability under the guarantee is excluded if the repair or replacement of the Goods has been carried out by the Buyer or unauthorised third parties.
- Intervention in the Goods, dismantling of the Goods or any other action not provided for in the documentation of the Goods or generally accepted engineering knowledge/practice excludes INSOTEC’s liability under the guarantee.
- INSOTEC can also undertake post-warranty servicing on a separately agreed basis.
- INSOTEC’s liability under warranty for goods within the meaning of Article 556 et seq. of the Civil Code is excluded.
- The buyer is obliged to pass on the warranty conditions and the warranty rules indicated in the GTCS to further buyers.
- Submission of a warranty claim does not release the Buyer from compliance with the GTCS.
- The submission of a report concerning defects in the Goods does not relieve the Buyer of the obligation to pay the full price for the Goods which are the subject of the report.
- Unless otherwise agreed by the Parties, INSOTEC’s liability for defects is limited to the value of the defective Goods.
§ 7 PERSONAL DATA
- The administrator of the personal data is INSOTEC Sp. z o.o., ul. Zawiszy Czarnego 31d, 35-082 Rzeszów (hereinafter: „Data Administrator”).
- The personal data will be processed on the basis of Article 6(1)(b), (c), (f) of the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and the repeal of Directive 95/46/EC, for the purposes of concluding and performing the Agreement for the sale of goods, including the financial settlement thereof, as well as for contact and complaint purposes. The data will be processed for the purpose of fulfilling the legally justified purposes pursued by the Data Controller.
- The data will be processed for the period necessary for the performance of the Contract, the fulfilment of the legal obligations incumbent on the Data Controller and the assertion and defence against claims, for the period of the general limitation periods. Data processed for billing purposes will be processed for a period of 5 years from the end of the financial year in which the last accounting document for the performance of the Agreement was issued.
- Personal data may be disclosed to employees or associates of the Data Controller, as well as to entities providing support to the Data Controller on the basis of outsourced services and in accordance with concluded entrustment agreements.
- The buyer has the right:
- request the Controller to access, rectify, erase or restrict the processing of your personal data
- to object to such processing
- data portability
- lodge a complaint with a supervisory authority
- withdrawal of consent to the processing of personal data
- The provision of personal data is voluntary, but necessary for the conclusion of the Contract.
§ 8 STATUS OF THE ENTREPRENEUR
Pursuant to the Act of 19 July 2019 on amending certain acts to reduce payment congestion (Journal of Laws of 2019, item 1649), we would like to inform you that INSOTEC Sp. z o.o., with its registered office in Rzeszów 35-082, at ul. Zawiszy Czarnego 31d, has the status of a medium-sized enterprise within the meaning of Annex I of the Commission Regulation (EU) No. 651/2014 of 17 June 2014 declaring certain categories of aid compatible with the internal market in application of Articles 107 and 108 of the Treaty (Official Journal of the EU L 187 of 26.06.2014 as amended).
§ 9 INTERACTION OF THE PARTIES/ FORCE MAJEURE
- The parties undertake to co-operate for the proper performance of the Sales or Supply Agreements. INSOTEC shall not be negatively affected by the Buyer’s lack of cooperation. In particular, missed deadlines arising from the Buyer’s lack of cooperation shall not give rise to any liability on the part of INSOTEC, including for improper performance of the Contract.
- INSOTEC shall not be liable for failure to fulfil its obligations under the concluded Sales and Supply Agreements if this is due to force majeure.
- Force majeure shall be understood as an event of an extraordinary nature, external to the Parties, the occurrence and consequences of which could not have been prevented by either Party, insofar as this event affects the performance of the Sales or Supply Agreements. Provided that this definition is met, force majeure events shall include in particular: (1) extraordinary disturbances of collective life, such as war, state of emergency, other armed actions, invasions, terrorism, the occurrence of radioactivity; (2) natural disasters, such as earthquake, flood or other nationally declared disasters; (3) other extraordinary events resulting in the imposition of specific restrictions and limitations and prohibitions limiting or preventing the conduct of business.
- Each Party should endeavour to mitigate the loss and damage that may be caused by force majeure.
- INSOTEC shall inform the Buyer in documentary form of the occurrence of force majeure and provide an explanation that the force majeure affects the performance of INSOTEC’s obligations. If, in the opinion of INSOTEC, force majeure is justified, the Parties shall be obliged to negotiate and agree on amendments to the concluded Sales or Supply Agreement that take into account the special circumstances related to the occurrence of force majeure.
- In the event of force majeure, INSOTEC shall be entitled to withdraw from the concluded Contract in whole or in part. The right of withdrawal may be exercised by INSOTEC within a period of five years from the date of conclusion of the Contract of Sale or Delivery.
§ 10 CONFIDENTIALITY OBLIGATION / BUSINESS SECRECY
- The Buyer shall keep strictly confidential all INSOTEC’s software, technical, technological, commercial and organisational information and other information of economic value which, as a whole or in a particular compilation and collection of its elements, is not generally known or generally available, in respect of which INSOTEC has taken measures to keep it confidential (business secret), obtained in connection with the performance of the Sales or Supply Agreements and on the occasion of their performance (hereinafter: „Confidential Information”). The aforementioned obligation also applies to the business secrets of INSOTEC’s customers, suppliers and counterparties. The obligation of confidentiality also extends to the provisions of the Agreements concluded between the Parties.
- The release of Confidential Information by any means to third parties requires the prior consent of INSOTEC expressed in documentary form under pain of nullity.
- The Buyer undertakes to exercise due diligence to protect any media on which any information constituting Confidential Information has been recorded from loss, theft or coming into the possession of a third party. The making of copies or reproductions of media containing Confidential Information shall only be possible for the purpose of the Parties’ cooperation in connection with the performance of the Agreement. Any copies made will be the property of INSOTEC and will be returned to INSOTEC within 7 (seven) days of the termination or expiry of the Agreement. Upon INSOTEC’s request, the Buyer shall return or destroy any documents, media or notes relating to the Confidential Information or on which such information has been recorded.
- Confidential Information may only be used during the term of the concluded Contract, only for the proper execution of the Contract and only to the extent necessary for its execution.
- The Buyer shall only be entitled to disclose Confidential Information to those of its employees and associates who need to have access to it for the performance of the concluded Contract, provided that these persons are informed that the information in question is confidential and subject to protection and that they sign an undertaking to keep it confidential before making the Confidential Information available to them. The Buyer shall be liable for breach of the obligation of confidentiality by the persons referred to in this paragraph as for its own actions.
- The Buyer shall be relieved of the obligation to keep Confidential Information confidential if the obligation to disclose it to state authorities, public administration bodies or other authorised entities arises from mandatory legal provisions. In any such case, the Buyer shall be obliged to immediately inform INSOTEC of the obligation to disclose Confidential Information, unless such information would be opposed by mandatory provisions of law, and to disclose Confidential Information only to the extent required by mandatory provisions of law.
- If the Buyer becomes aware that there has been a disclosure of Confidential Information in a manner inconsistent with the provisions of the GTCS, the Buyer shall be obliged to immediately inform INSOTEC of this fact and to take all measures within the limits of what is possible and to cooperate fully with INSOTEC in order to limit and remove the effects of this fact.
- The Buyer shall be obliged to indemnify, in accordance with the law and the provisions of the GTS, the damage that INSOTEC suffers as a result of the breach of the obligations referred to in this paragraph. INSOTEC’s damage shall include actual losses and lost benefits.
This liability is a warranty liability, which means that the only prerequisite for the Buyer’s liability is the mere fact of infringement and the resulting damage, and this liability is independent of the occurrence or non-occurrence of fault and whether or not the Buyer knew or could have known that he had committed an infringement.
- The obligation of confidentiality referred to in this paragraph shall apply during the execution of the concluded Agreements and for a period of 20 years after its execution.
§ 11 FINAL PROVISIONS
- Correspondence that has been advised twice and is not collected in time shall be deemed to have been effectively delivered on the expiry of the period for advising or being delivered personally or by courier to the address provided by INSOTEC to the Buyer in the Contract. Email correspondence shall be deemed to have been delivered on the next business day after the email has been sent to the email address provided to INSOTEC by the Buyer.
- The purchaser is obliged to inform INSOTEC immediately of any change in the address details provided to INSOTEC, in particular the correspondence address and e-mail address. If a change of address details is not communicated, correspondence delivered in accordance with the last address details known to INSOTEC shall be deemed to have been effectively delivered on the expiry of the availment period / next working day after the email was sent, respectively. INSOTEC is not liable for correspondence being addressed to an incorrect address if it has not been informed of the change of address.
- All amendments and supplements to the GTS and Agreements concluded on the basis of the GTS shall require written form to be valid.
- The governing law for GTS and Agreements based on GTS is exclusively Polish law. In matters not regulated by the provisions of OWS, the provisions of the Civil Code shall apply accordingly.
- If the GTCS or Contracts based thereon are drawn up in Polish and a foreign language, the Polish version shall prevail.
- The invalidity of individual provisions of the GTS shall not affect the validity of the remaining provisions of the GTS.
- The GTCs exclude the application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980.
- Any disputes arising from the GTS and Agreements based thereon shall be settled by the court having jurisdiction over the address of INSOTEC’s registered office.
- These GTCS have been communicated to the Purchaser prior to the conclusion of the Contract. The Parties agree to incorporate the terms and conditions into the concluded Contract.