These General Conditions of Sale (hereinafter GCS) shall apply to any contract of sale agreed between the parties as well as to any delivery of goods carried out by Lucta Polska Sp. z o.o. (hereinafter, LUCTA). LUCTA shall be exclusively bound by these conditions when it enters into a contract for the sale of goods. Any other terms and conditions differing from GCS shall have no legal effect, unless they have been expressly agreed to in writing by both parties of the contract.
Upon placing the order, the purchaser declares that it has read and understood GCS and accepts each and every one of their stipulations, along with their express incorporation into the contract.
Unless expressly agreed otherwise in writing, all future purchases of goods by the purchaser shall be subject to these GCS.
The orders placed by the purchaser shall specify the name of the goods requested, the quantity, the preferred delivery date and the specific legal requirements for the goods in question. LUCTA shall reject liability for any non-conformity on the part of the goods in relation to any of the specifications, whether imposed by the purchaser’s own regulations or otherwise, if said specifications were not communicated to LUCTA at the time the order was placed.
LUCTA’s acceptance of the order in writing shall indicate completion of the contract.
Quote are presented for solely informative purposes and shall not be binding upon LUCTA; the contract is concluded at the moment LUCTA accepts in writing the order placed by the purchaser. LUCTA reserves the right to revise the quotes and prices it presents during this process and after this process.
The acceptance of any quote by the purchaser automatically implies the acceptance of these GCS, provided they have not been expressly modified by said quote.
Unless expressly agreed otherwise in writing, all prices shall be considered net, in euros, and with no deductions.
The prices indicated in the valuations, estimates, rates and other documents issued by LUCTA prior to accepting the order shall not be binding upon the former, unless a contract is already in force. The definitive price shall be that which is applicable on the date the order is accepted.
If the purchaser wishes to change the delivery address and said change incurs additional transport costs, these costs shall be covered by the purchaser.
Notwithstanding the above, LUCTA reserves the right to raise the price of goods after acceptance of the order if said raise is the result of an increase in the cost of raw materials, labor costs, any change in the legislation or any other occurrence that LUCTA cannot reasonably avoid in the course of its normal activity. When such a situation occurs, the purchaser shall be entitled to withdraw from the contract within a period of 10 days following notification of the new prices. If it does not withdraw within the period indicated, it shall be understood that the purchaser has expressly accepted the new prices.
The purchaser must comply with the payment due-dates that have been agreed, even in the event that delivery (or transportation) has been delayed for reasons beyond LUCTA’s control and for which it is not responsible.
Any costs arising from the chosen method of payment shall be covered by the purchaser.
If LUCTA considers it appropriate, it may request from the purchaser the guarantees it considers necessary to ensure the purchaser complies with its contractual obligations. In such a situation there is a possibility of suspending the delivery of goods until a guarantee exists. The wording and content of said guarantees shall be supplied by LUCTA.
Goods shall be delivered in accordance with the 2010 Incoterms (International Commercial Terms) expressly agreed upon with the purchaser.
The risks pertaining to the goods shall be transferred to the purchaser at the moment the goods are placed at its disposal (the location shall be determined in accordance with the Incoterms agreed upon).
LUCTA may carry out partial deliveries, with the purchaser’s agreement, and shall issue an invoice for each separate consignment.
The delivery period shall begin from the moment the order is confirmed in writing by LUCTA. The delivery period shall be understood to be completed when the delivery is ready to be dispatched to the agreed address.
The delivery period shall be extended by a reasonable period of time if, for reasons beyond LUCTA’s will and control, it is not possible to comply with the agreed delivery period.
The delivery period shall also be extended if the purchaser changes the original order or the purchaser is delayed in the fulfillment of its contractual obligations towards LUCTA, particularly if the purchaser delays the agreed payments or the delivery of the necessary documents.
Delivery periods shall be taken in good faith and LUCTA shall make all efforts to ensure deliveries are made within the agreed period. However, delayed dispatch may never be taken as a breach of contract on the part of LUCTA.
If the purchaser does not take receipt of all or any part of the goods on the date and at the location agreed upon, LUCTA may choose to cancel this and any other pending deliveries, charging to the purchaser’s account any losses it may suffer; or it may choose to store the goods at the purchaser’s cost and risk and on the purchaser’s account. The purchaser is obliged to bear the corresponding costs and expenses and will be held liable for the risks pertaining to loss and deterioration of the goods.
If the purchaser wishes to lodge a claim as the result of a delay, it must do so in writing within 5 calendar days following the date of delivery of the goods. Once said period has passed, the purchaser shall lose any compensatory measures or rights to lodge a claim against LUCTA in relation to the delay.
The purchaser shall check and confirm the quality and quantity of the goods upon their delivery. Once the goods have been checked they shall be considered accepted by the purchaser, who thus renounces all rights to complaint or claim.
Notwithstanding the above, the purchaser shall have a period of 30 calendar days following receipt of the goods in which to lodge a claim for any hidden defects discovered therein. Once said period has passed, the purchaser shall lose any compensatory measures or rights to lodge a claim against LUCTA in relation to delivered goods.
The purchaser is obliged to keep all defective goods for LUCTA’s inspection.
LUCTA shall retain ownership of the goods supplied until the payments agreed with the purchaser have been made in full. The purchaser authorizes LUCTA to record its retention of title in public registries and shall be obliged to sign any documentation that is required for said purposes.
If the purchaser should fail to meet any of its payment obligations, LUCTA shall be entitled to directly repossess the goods and withdraw them from where they have been deposited, without the need to seek judicial intervention or to demand the payment.
If LUCTA decides to take back the goods, the total costs of such delivery to LUCTA shall be covered by the purchaser.
The above rules do not refer to the situation when the complete payment is made before delivery of goods. In such circumstances the ownership of goods shall be transferred to the purchaser at the moment of delivery.
LUCTA guarantees that on the delivery date, the goods shall, to the best of its knowledge and understanding, conform to the specifications agreed to in the order and to the applicable Polish legislation.
The goods shall be sold without subsequent guarantees and without any form of commitment on the part of LUCTA concerning their possible processing, potential applications and salability.
The purchaser may not lodge any claims against LUCTA for any costs or expenses it may incur with third parties in order to remedy any defects or lack of conformity in the goods beyond the limitation of liability provided for in clause 12 below.
Claims on the guarantee and for liability are exhaustively regulated by these GCS.
LUCTA shall not be held liable for any contractual or non-contractual damage, such as those resulting from loss of production, use, orders and profits (including loss of earnings), or for any other direct, indirect or consequential damage.
Unless otherwise agreed, Lucta’s liability for the damages that the purchaser may suffer shall not exceed the value of the goods affected at the time of sale.LUCTA shall not be held liable for any damages and losses the purchaser may suffer as a result of the purchaser’s actions or omissions (or those of its employees and representatives).
The sale of goods by LUCTA does not under any circumstances represent the transfer of any licenses under any patent related to its products or the composition of same. The sale of goods by LUCTA does not under any circumstances represent the transfer of any intellectual property or rights referring to goods. The purchaser shall expressly assume all risks pertaining to patent infraction as a result of the use of the goods or sale of products derived therein, whether individually or in combination with other materials, or prepared by means of any particular process
If the purchaser breaches the contract or fails on a specific occasion to comply with – or does not adequately meet – its obligations, LUCTA shall have the right to terminate the contract in full or in part or to suspend its execution in full or in part. The foregoing shall be carried out by means of a written notification to this effect, without the need for prior warning of the breach. In such circumstances LUCTA will not be held liable for any damages that the said termination or suspension may cause the purchaser.
Termination of the contract shall imply early settlement of all the sums owed by the purchaser to the seller in relation to this and other purchases.
LUCTA may choose to demand payment of the sums owed or the immediate return of the goods, which the purchaser shall be obliged to return immediately if asked to do so by LUCTA, with all transport and other costs related to the return of same to be covered by the purchaser, along with payment of any damages or for any losses suffered by LUCTA.
If said goods are not returned by the purchaser, LUCTA shall be entitled to demand payment or to recover them without being required to either issue a new request or to seek judicial notification or intervention.
For the purposes of these GCS, force majeure shall be declared when there exists any contingency, circumstance or cause beyond the control of the party making said declaration, including the following: riots, wars, civil disturbances, fires, floods, earthquakes, storms, explosions, strikes, closures, stoppage of machinery or factories and the impossibility of obtaining raw materials, equipment, energy or transport.
If, as a result of force majeure, either of the parties are unable to meet any contractual obligation (excluding the payment of sums owed), said party shall be released from said obligation, provided that it notifies in writing the other party and specifies the commencement and nature of the force majeure. The party declaring force majeure must provide immediate notification of the end of the cause that prompted said declaration.
LUCTA shall not be held liable by the purchaser for any losses or damage arising from breach of contract as a result of force majeure.
This clause applies to both LUCTA and the purchaser. Notwithstanding the foregoing sections of this article, if the force majeure should affect the purchaser it shall not be released from any of its obligations to accept and pay for goods that are acquired prior to LUCTA’s receipt of notification of said force majeure. Nor may the purchaser make a declaration of force majeure in order to delay the payment of sums owed.
If the cause of the force majeure should impede fulfillment of the obligation to deliver, LUCTA shall have the right to distribute, however it deems reasonable, the quantities of useful products among its clients in accordance with its own requirements.
The failure of either party to exercise any right to which they are entitled under these conditions shall not be taken to mean a waiver of same, nor shall it impede the exercising of said rights at any time in the future.
None of the parties may transfer rights or obligations arisen from concluded contracts without the prior written consent of the other party, with the sole exception being that LUCTA may carry out such a transfer, in full or in part (and having previously informed the purchaser), to any of the companies that form part of its corporate group.
LUCTA may transfer the debts of the purchaser without its consent.
The information contained in the technical documents and catalogs shall be binding only when it is expressly stipulated in GCS.
All the documents provided by LUCTA to the purchaser shall be considered the exclusive property of LUCTA, and as such they are confidential and cannot be transferred to third parties nor copied, without prior written consent of LUCTA.
Unless required by the specific context, each stipulation in these GCS shall be taken as independent from the rest. If any stipulation is declared fully or partially null or unenforceable, this shall not affect the validity or enforceability of the remaining stipulations of GCS.
Notifications which the purchaser is required to make to LUCTA must be directed to the address shown on the acceptance of the order, or to that which is communicated to the purchaser. Notifications which LUCTA is required to make to the purchaser shall be directed to the address indicated by the latter or to the last known address thereof. Notifications shall be made by any means allowing for confirmation of their receipt, including e-mail.
In the event of any discrepancies between GCS’s texts written in Polish and those written in any other language, as regards the contract or any other documentation concerning the sale of goods, the text in Polish shall take precedence.
Any contract that is subject to these GCS shall be governed by and interpreted in accordance with Polish law.
The parties agree to submit any claims to the jurisdiction of the Court in which LUCTA operates.