TERMS OF DELIVERY
§ 1. SUBJECT MATTER OF THE CONTRACT
1. The Client orders, the Contractor accepts for implementation:
sale, delivery, assembly and commissioning <name> <type>
(hereinafter referred to as the “subject matter”), in accordance with the offer OCN.xxx.xxxx from dd.mm.rrrrr, annex … to this Agreement.
2. The scope of the Agreement includes the implementation of the subject matter in the location agreed by the Parties.
3. The delivered subject matter is brand new, complete and when started ready to work as intended.
§ 2. DEADLINES
1. The deadlines for the implementation of the subject matter shall be set in accordance with the deadlines set out in the offer.
2. The deadline for implementation of the subject matter may change in the following circumstances independent of the Contractor:
a. Withholding work at the request of the Client, supported by the reason for the suspension and the date of the planned resumption. Works may be suspended for the maximum period of 6 months. Suspension for a period longer than 6 months may take place only following an agreement of the Parties.
b. Act of God.
c. The Client’s failure to comply with the payments schedule, referred to in § 5 and 6 of this Agreement. The resulting number of days of postponement of the work may be greater than the number of days the payment was overdue.
d. Delays resulting from the Client’s untimely delivery of information or other technical details necessary for progressing the work, failure to produce or allow access to a correctly prepared installation site or failure to provide the conditions necessary for the implementation of the subject matter.
e. The need to make changes to the project at the construction or commissioning stage, preceded by an appropriate written consultations by the Parties.
f. No market availability or delays in the supply of materials or elements of the subject matter indicated in the Offer or technical specification.
§ 3. RIGHTS AND OBLIGATIONS OF THE PARTIES
1. The Client is obliged to:
a. Provide the Contractor with detailed information on the technical conditions provided and the layout of the installation site.
b. Preparation of the installation site of the subject matter in accordance with the Contractor’s requirements, including the provision of electrical/gas/oil/other connections in the places indicated in the Preliminary Project.
c. Acceptance and unloading of the delivery of the subject matter in accordance with the Contractor’s guidelines. The Contractor will not be liable for delays or damages resulting from the unloading of the subject matter by the Client.
d. Ensure the Contractor has access to the place of installation within the previously agreed scope and time, also to provide the necessary technical conditions as agreed by the Parties;
e. Liaise closely with the Contractor to deliver information and clarifications related to the implementation of the subject matter.
f. Be available in person or by proxy to complete the full handover of the subject matter on the day of the completion of the work.
g. Issue timely payments to the Contractor as set out in this Agreement.
2. The Contractor is obliged to:
a. Enable the Client to carry out a full check of the progress of the works.
b. Timely implementation of the subject matter, subject to the provisions of §2.2.
c. Implement the subject matter in accordance with this Agreement, with the appropriate technical dossier, in compliance with the current technical standards and able to meet all applicable regulations.
d. Installation of the subject matter of the contract at a place designated by the Client.
e. Conduct a free of charge training course for the employees designated by the Client in the field of operation and the basic maintenance of the subject matter. The number of employees designated to the training course should not twice exceed the number of persons required for maintaining the routine operation of the subject matter.
f. Provide the required by law documentation necessary for the exploitation of the subject matter, including instructions, descriptions and other documents.
§ 4. INVOICES AND PAYMENTS
1. The Client is required to make payments the Contractor, referred to in §5 of this Agreement, in accordance with the payment schedule outlined below:
a. The Contractor shall issue a down payment invoice for the amount of …………… PLN, representing …% of the net full remuneration, VAT tax will be added to the above amount at the currently applicable rate. Payment deadline – 7 working days from the date of the invoice;
b. The Contractor shall issue an advance invoice after the approval of the Preliminary Project for the amount of …………. PLN, representing …% of the net full remuneration, after signing the Preliminary Project Approval Protocol (PPAP), in accordance with Annex 3 to this agreement. VAT tax will be added to the above amount at the currently applicable rate. Payment deadline – 7 working days from the date of the invoice;
c. The contractor shall issue an advance invoice for the amount of …………… PLN, representing …% of the net full remuneration, after the completion of the construction of the subject matter, delivery to the place of installation indicated by the Client and after signing the Completeness Confirmation Protocol (CCP) of the subject matter of the contract, in accordance with Annex 4 to this agreement. VAT tax will be added to the above amount at the currently applicable rate. Payment deadline – 7 working days from the date of the invoice;
d. The contractor shall issue the final invoice for the amount of …………… PLN, representing …% of the net full remuneration, after the full implementation of the subject matter of the contract, attested by the signing of the Final Commissioning Protocol (FCP), in accordance with Annex 5 to this agreement. VAT tax will be added to the above amount at the currently applicable rate. Payment deadline – 7 working days from the date of the invoice;
2. CONVECO company may, at the request of the Purchaser Party, store the machine from the date (agreed in the contract) of the planned delivery to the day of delivery proposed by the Purchaser’s Party. The condition is that the Purchaser Party complements 100% of the payment to the Contractor. A storage fee of PLN 0,46 net/24h/1m2 (€) of warehouse space is charged for each day of storage.
3. Payments by the Client shall be made by a bank transfer to the Contractor’s bank account. Contractor Account No. 90 2490 0005 0000 4530 3458 4006
§ 5. ACCEPTANCE OF THE SUBJECT MATTER OF THE CONTRACT
1. The final receipt of the subject matter, confirmed by the signing of the FCP, will be carried out by an authorized representatives of the Client at the place of the installation of the subject matter.
2. If any defects are found in the course of the handover of the subject matter, the Client may postpone the signing of the FCPl until the defects are rectified. The Parties shall set a time frame for removing or rectifying the defects.
3. In the event of the Client’s refusal to enter the handover procedure or refusal to sign the FCP on unreasonable grounds or without explanation, the Contractor reserves the right to shorten the term of the warranty cover of the subject matter. The validity period of the warranty may be reduced by the number of days of the delay measured form the day of the Contractor’s declaration of readiness for the handover.
§ 6. GUARANTEES
1. The Contractor shall provide the Client with a warranty for the completed subject matter of the contract for the period of minimum 2 years from the date of the signing of the Final Acceptance Protocol.
2. The detailed terms and conditions of the warranty are outlined in the General Warranty Conditions, Annex No2 to this Agreement.
3. At the end of the warranty period the Contractor undertakes to supply spare parts for the subject matter for a period of 10 years, subject to a fee.
§7. CONTRACTUAL PENALTIES
1.Contractual penalties may be applied provided that they are applied simultaneously to the Purchaser’s Party and the Contractor Party.
The Purchaser’s Party may demand contractual penalties for the Contractor for exceeding the deadline for completion. Such a provision authorizes the Contractor to place a record of contractual penalties for exceeding the payment deadlines by the Purchaser Party.
2. The same percentage of the contract value shall be set for each day of the Contractor’s deadline for completion and for each day the Ordering Party has exceeded the payment deadlines.
§8. WITHDRAWAL FROM THE AGREEMENT
The Parties agree that, in addition to the circumstances set out in the Agreement and under the Law Act of 23 April 1964, the Civil Code (2017 item 459), they have the right to withdraw from the Agreement within 14 calendar days from the date of the signing, without any reasons given. Withdrawal must be made by issuing a written declaration by one of the Parties.
1. After the expiry of the 14 calendar days period, the Client may withdraw from the Agreement if:
a. The Contractor declares bankruptcy or dissolvement of the company.
b. A court order is issued to seize the Contractor’s assets.
c. The Contractor seized the implementation of the subject matter.
d. The Contractor did not commence the implementation of the Agreement, without giving a reasonable explanation.
2. After the expiry of the 14 calendar days period, the Contractor may withdraw from the Agreement if:
a. The Client declares bankruptcy or dissolvement of the company.
b. The Client refuses to make the payments referred to in §6 of this Agreement
§ 9. ACT OF GOD
In the event of Act Of God which has prevented the timely implementation of the obligations, the Parties undertake to jointly set a new time frame for the implementation of the subject matter.
§ 10. FINAL PROVISIONS
1. The Parties shall provide for the possibility of amending the Agreement where there is a change in the applicable laws to the extent that the implementation of the subject matter of the contract is affected.
2. In the event of circumstances caused by external factors, the Parties shall provide for the possibility of amending the terms of the Agreement, i.e. deadlines, terms of payments, change in the amount of the Contractor’s remuneration resulting from the narrowing or extension of the scope of the Agreement.
3. Any amendments to this Agreement shall require an approval of both Parties expressed in writing and confirmed by a signature of the representatives of the Parties.
4. In matters not regulated by this Agreement, the provisions of the Law Act of 23 April 1964 of the Civil Code shall apply.
5. Any disputes arising in the course of the implementation of the subject matter of the contract will be decided by the Court in the vicinity of the Contractor’s registered office.
6. This Agreement is drawn up in two identical copies, one for each Party.
GENERAL WARRANTY TERMS AND CONDITIONS
- CONVECO Sp. z o.o. provides 5 year product Warranty for the delivered device, Agreement No.………………..
- The Warranty does not cover cooperation of the device with other devices, unless stated otherwise in the Agreement.
- The Warranty covers the correct operation of the device only if it is operated in compliance with the requirements set out in the technical documentation.
- The Warranty expires in the event of further resale of the device, unless stated otherwise in the Agreement.
- All servicing and repairs of the device during the Warranty period must be carried out by the Manufacturer, CONVECO Sp. z o.o.. Any work carried out by a third party will invalidate the Warranty.
- The Warranty period of 5 years begins with the date of the signing of the Final Acceptance Protocol. During the Warranty period the Buyer is obliged to commission the annual technical inspections in accordance with the maintenance schedule and/or in the event of the device’s operation being suspended for more than 3 months. The first annual technical inspection shall be carried out within the first year from the signing of the Final Acceptance Protocol or if the device’s operation has been suspended for more than 3 months.
- Failure to comply with the maintenance requirements will invalidate the Warranty.
- The Warranty does not cover:
- Compatibility with other devices,
- Defects and damage caused by the Buyer’s negligence or as a result of Act of God (e.g. fire, lightning, flood, energy supply variations etc.).
- Fuses, bulbs, batteries, consumables.
LOSS OF WARRANTY RIGHTS
- The Warranty will be invalidated as a result of failure to carry out the annual technical inspections in accordance with the maintenance schedule or after suspension of operation of the device exceeding 3 months.
- The Warranty will become invalid in the event of any maintenance work carried out by a company other than CONVECO Sp. z o.o.. CONVECO Sp. z o.o. reserved the right to appoint an authorized subcontractor to carry out the maintenance work.
- The Warranty will become invalid if the device is found to be used in a manner that does not comply with the requirements outlined in the documentation or in case of alterations or repairs taking place without the prior written consent of CONVECO Sp. z o.o.
- Repairs not covered by the Warranty are subject to a fee, payable by the Buyer.
Please direct all complaints to email@example.com or by mail to ul. Napoleońska 82, 05-408, Glinianka.
SERVICE AND REPAIRS
- CONVECO Sp. z o.o. undertakes to respond to all complaints within 24 hours and to carry out necessary repairs within 10 working days from the date of receipt.
- In instances where the repair requires ordering of parts the period shall be extended to reflect the parts delivery time.
- The above time frames do not apply if there are any overdue payments by the Buyer of 7 days or more.
- For the repairs or service to take place the Buyer is obliged to provide sufficient access to the device and safe working conditions. It is also the Buyer’s responsibility to ensure supply of electricity and any other type of energy used in the operation of the device.
- Any repairs not covered by the Warranty are subject to a fee, payable by the Buyer.
- Where upon inspection no fault of the device has been found CONVECO Sp. z o.o. reserves the right to charge a callout fee to cover the costs of travel and accommodation.
- CONVECO Sp. z o.o. is not responsible for property left by the Buyer inside the device and on data carriers provided to CONVECO Sp. z o.o.
- In all matters not regulated by these General Warranty Terms, the provisions of the Civil Code of 23 April 1964 shall apply.
These rules were published for the first time on August 20, 2017.
Date of last update: April 01, 2020.