Les conditions générales de vente

GENERAL TERMS AND CONDITIONS FOR SALES,
DELIVERY AND PAYMENTS OF PASEDO Przemysław Wiślak

General conditions
1.1. The following General Terms and Conditions for Sales, Delivery and Payments shall be integral part of all commercial transactions concluded between PASEDO (hereinafter reffered to as the Seller) and the Buyer and they specify their mutual relations.
1.2. By „product” or „products” in the context of these Terms and Conditions PASEDO shall mean each item offered or delivered by PASEDO.

Prices and payments
2.1. Prices of products offered by PASEDO shall be stated in EUR.
2.2. Prices of products offered by PASEDO may be subject to discounts, individually agreed by means of negotiation between the Buyer and the Seller and depending on the value of the order.
2.3. The prices stated by PASEDO shall be calculated for delivery Ex-Works Zawiercie (Incoterms 2000) and exclude costs of dispatch or transport. The Parties may also agree to have the dispatch or transport organized by the Seller, depending on the value of the order.
2.4. The prices include packaging costs.
2.5. The Buyer shall be obliged to pay 20% of prepayment immediately after pro-forma invoice has been presented (within 3 days from presentation of the invoice) and the balance 80% within 3 days upon of Seller’s confirmation of products readiness, unless the Parties agree otherwise.
2.6. The Parties may agree other terms and conditions of payment.
2.7. Amount stated in an invoice shall be paid entirely. The Buyer shall be obliged to inform PASEDO about circumstances that will influence on Buyer’s failure of payment of part or the whole amount of the invoice.
2.8. If the invoice amount is not paid on time, the Buyer is obliged to pay 1,5% of the invoice amount per month, starting from the due date untill the date of complete payment of the invoice amount.
2.9. The payments executed buy the Buyer shall be first used to cover earliest debt, then to cover interests and finally to cover most recent invoices.

Implementation of orders
3.1. All offers stated by PASEDO are open. Orders and offers’ acceptance are binding for the Buyer.
3.2. PASEDO shall be obliged to effect the order when it is confirmed in writing. In context of these General Terms and Conditions pro-forma invoice presented to the Buyer shall be considered as order confirmation in writing.
3.3. In the event of any variations in order confirmed by the Seller in writing, the variations shall be considered as accepted only after these variations are confirmed in writing by the Seller.
3.4. Verbal promises or agreements with emploees of PASEDO shall be considered as binding only after they are confirmed in writing.
3.5. The Seller shall be obliged to effect order within 14 working days counted from day of order confirmation and in the event of prepayment, from date of executing the entire prepayment, unless the Parties agree otherwise.
3.6. Risk of damage of loss of products shall pass on the Buyer on delivery for delivery terms Ex-Works Zawiercie (Incoterms 2000). In the event of transport organized by the Seller, the risk shall pass on the Buyer on landing of goods.
3.7. PASEDO shall be entitled to effect order partially and to issue the commercial invoice for the part of the effected order.
3.8. If PASEDO is prevented from effecting order due to force majeure, the company is entitled to hold order realization. The Buyer shall in this event not be entitled to claim compensation of losses, expenses or interests. In the event of force majeure as the reason of not effecting the order, PASEDO shall be entitled to dissolve the agreement by means of written declaration with respect to the part of the order that cannot be carried out. If the event of force majeure lasts longer that six weeks, the Buyer shall also be entitled to resign from the order by written declaration with respect to the part of the order that cannot be carried out.

Guarantees and claims
4.1. The Buyer shall be obliged to immediately and thoroughly check the delivered products otherwise all rights of claim shall lapse. Any claim with regards to quantity shall be noted in consignment of delivery note. In the event that the Buyer does not report the claim on delivery, amounts stated on the consignment of the delivery shall be considered as faultless.
4.2. PASEDO shall guarantee reliability of delivered products. If, however, products delivered by PASEDO show defects due to manufacturing or any material defects, PASEDO shall replace the respective products entirely or partially or shall apply respective price reduction. The decision to choose applicable option shall exclusively belong to PASEDO. The condition shall also be applicable to event of delivery of products not strictly according to the order.
4.3. PASEDO shall not be reliable for defects caused during (or caused partially during) regular use, not propoer assembly or use or caused by not applying to the Seller’s instructions as well as attempts of repair without consent of PASEDO.
4.4. Defects described in point 4.2., must be presented to the Seller in writing within 14 days from the date of delivery. All rights under claims against PASEDO shall lapse if these are not made on time.
4.5. Expenses of claimed products shall be covered by the Buyer. In the event that the claim is accepted by PASEDO, the expenses shall be compensated by the Seller.
4.6. None of the defects refering to a part of order shall give the Buyer right to reject or refuse other products delivered.
4.7. Claims shall not serve to suspend the Buyer’s payment obligations. In the event that the claim is accepted by PASEDO, the Seller shall compensate the expenses of products or shall propose products free from defects. Decision about the option to choose shall be agreed between the Parties.
4.8. After discovering a defect in a product the Buyer shall be obliged to do everything to prevent or limit damage, expressly including any direct cessation of use.

Final conditions
5.1. All agreements between the Buyer and the Seller shall be governed by laws of Poland.