General Terms and Conditions of Sale

Unisystem » General Terms and Conditions of Sale

§1 General Provisions

  1. General Terms and Conditions of Sale (hereinafter “GTS”) define the rights and obligations of the parties to contracts for the sale and delivery of goods and services, where the Seller is:
    Unisystem Sp. z o.o. with its registered office in Gdańsk, Poland.
    Address: Nowy Świat 36, 80-299 Gdańsk, Poland

    Legal form: limited liability company, entered in the Register of Entrepreneurs (hereinafter “KRS”) of the National Court Register kept by the District Court Gdańsk-North in Gdańsk, Poland, VII Commercial Division under KRS number: 0000553097, Tax ID No.: 5842741076,
  2. GTS constitute an integral part of the sales agreements concluded by the Seller and price and bid quotations submitted by the Seller.
  3. GTS apply if the other party to the Agreement is an entrepreneur within the meaning of the provisions of the Civil Code. Their application to individual (consumer) sales is excluded.
  4. GTS exclude the application of any other contractual templates (general terms and conditions, terms of sale, contract templates, regulations, etc.) used or established by the Buyer.
  5. GTS apply to the sale of Goods offered by the Seller to other entrepreneurs, with the reservation that in a situation where the Parties have agreed their rights and obligations in the form of a separate written agreement, the provisions of such a written agreement shall apply first, while the provisions of GTS shall apply to the extent not regulated in the agreement.
  6. By placing an Order or entering into performance of the Agreement, the Buyer simultaneously confirms that they are familiar with and accept GTS. If the Buyer remains in permanent business relations with the Seller, the acceptance of GTS for one order shall be deemed as their acceptance for all other orders (sales agreements).
  7. The Parties declare that GTS regulate all matters related to the execution of Orders between the Seller and the Buyer, and any other arrangements, in particular the Buyer’s own general terms and conditions of sale / orders, shall not apply.
  8. Any verbal agreements, assurances, promises and guarantees made by employees of the Seller in connection with the conclusion of the agreement or submission of the offer shall not be binding.
  9. By placing an Order or entering upon performance of the Agreement, the Buyer declares that they conclude the Agreement within and in connection with their business activity, and the ordered Goods remain connected with the Buyer’s business activity.

§2 Definitions

The terms used in GTS shall have the following meanings:

  1. Seller – Unisystem Sp. z o.o. with its registered office in Gdańsk, Poland, Address: Nowy Świat 36, 80-299 Gdańsk, Poland, KRS number: 0000553097, Tax ID No.: 5842741076.
  2. Buyer – a legal person, an organizational unit without legal personality to which the act grants legal capacity and a natural person conducting business activity, making a purchase in connection with the conducted business activity.
  3. Parties – the Seller and the Buyer.
  4. Payment due date – the date presenting the day, month, and year, being the designation of the day until which the Buyer undertakes to pay the agreed price to the Seller.
  5. Goods – products, services, as well as other consumer and production goods that are to be the subject of the Sales Agreement between the Seller and the Buyer.
  6. Offer – a trade offer specifying the terms of sale on which the Seller undertakes to deliver the Goods to the Buyer. Any catalogs, leaflets, price lists, advertisements and Seller’s publications do not constitute an offer within the meaning of the Civil Code.
  7. Order – an offer to purchase Goods placed by the Buyer in writing, delivered in person, by mail, courier, or e-mail. The Order requires Confirmation by the Seller to become binding on the Parties.
  8. Confirmation – a written statement sent by e-mail by an authorized employee of the Seller about accepting the Order, submitted to the Buyer after receiving it, specifying at least the price, total value of the ordered Goods, place and terms of delivery/collection and payment terms.
  9. Buffer Order – an Order with a deferred date for collection of the Goods, determined by the Seller with the Buyer or resulting from the provisions of GTS.
  10. Call-off – a call by the Buyer to the Seller to deliver the Goods covered by the Buffer Order at an earlier date than results from the established delivery schedule or the Maximum Goods Collection Deadline.
  11. Maximum Goods Collection Deadline – the deadline for collecting the Goods resulting from GTS or determined by the Seller with the Buyer, before the expiry of which the Buyer undertakes to collect the Goods.
  12. Force Majeure – an event beyond the Seller’s control, concerning in particular the Seller, its subcontractors or suppliers, preventing the proper performance of the Agreement. The Parties understand Force Majeure to mean in particular, but not exclusively, having a negative impact on the Seller’s ability to fulfill its obligations under the Agreement: war, terrorist activity, fire, flood, explosion, riots or strikes, generally applicable law or individual legal acts addressed to the Seller, actual or legal actions of public administration bodies or local government, suspension, delay or withdrawal of a permit regarding the possibility of export or import or other licenses necessary for the performance of the subject matter of the Agreement, epidemics, pandemics, states of epidemiological threat.
  13. Data Controller (hereinafter referred to as the Controller) – pursuant to Art. 4 point 7 of the GDPR, this is the entity deciding on the purposes and means of processing personal data. The Data Controller is:
    Unisystem Sp. z o.o. with its registered office in Gdańsk, Poland.
    Address: Nowy Świat 36, 80-299 Gdańsk, Poland.

§3 Agreement

  1. The Buyer may place Orders in writing, including by electronic means.
  2. The Seller shall submit an offer to the Buyer in writing or electronically (by letter or by e-mail).
  3. The Order binds the Buyer from the moment of its receipt by the Seller. The Order binds the Seller only if it is Confirmed by an authorized employee of the Seller to the extent covered by the Confirmation.
  4. The Agreement between the Seller and the Buyer is concluded when the Buyer receives the Confirmation (for the purposes of GTS referred to as the “Agreement”).
  5. In the event of discrepancies between the Order placed by the Buyer and the Seller’s Offer, the Confirmation of the Order shall be binding.
  6. The Buyer’s Order should contain at least the following data:
    • legal name and registered office of the Buyer – along with an indication of the exact address,
    • Tax ID No.,
    • specification of the Goods by trade name or alphanumeric symbol from the Offer,
    • quantity of ordered Goods,
    • date, place, and terms of delivery/collection of the Goods,
    • contact person for the implementation of the Order on the part of the Buyer.
  7. The lack of response from the Seller to the submitted Order or modification of the Order does not mean tacit acceptance of the Order. In this situation, the Buyer shall not be entitled to any claims against the Seller related to the submitted Order.
  8. The Seller is entitled to modify the Agreement in the event of at least one of the following reasons occurring:
    • implementation by the Seller of new functional, organizational or technical solutions related to the activities covered by the Agreement or their modification;
    • introduction by the Seller of new products or services, modification or resignation of the Seller from offering products or services;
    • change in the scope, method or form of performing activities covered by the Agreement by the Seller;
    • introduction of new legal provisions or amendment of the existing provisions governing the relations between the Parties related to the performance of the Agreement, governing elements affecting the price of the Goods or the value of other components of the Agreement;
    • change in the conditions for conducting business activity by the Seller or change in market conditions related to the business activity conducted by the Seller.
  9. Technical data provided by the Buyer, including technical drawings, may constitute the basis for the execution of the Agreement, if accepted by the Seller.
  10. The Buyer is responsible for the accuracy and completeness of the data contained in the Order or documentation provided to the Seller. The Seller has no obligation to verify them technically and is not liable for the consequences of incorrect Order placement by the Buyer.

§4 Price

  1. The price for the Goods subject to the Agreement will be specified each time in the Offer or Agreement.
  2. Unless otherwise agreed, prices expressed in a foreign currency are converted into USD at the average exchange rate of the National Bank of Poland from the day preceding the issuance of the VAT invoice.
  3. The prices provided by the Seller are net prices and will be increased by the applicable goods and services tax at the rate and in accordance with the requirements provided for in the applicable law on the date of issuing the VAT invoice.
  4. Delivery costs increase the amount due for the sale price and are included as a separate item on the VAT invoice.
  5. Unless otherwise agreed, the Buyer is obliged to pay the price within the time limit resulting from the VAT invoice issued by the Seller.
  6. The payment due date and method are agreed individually for each Buyer and do not constitute grounds for claims for other Buyers.
  7. The price is paid by bank transfer to the bank account indicated by the Seller on the VAT invoice or in another form specified in the Offer or Agreement.
  8. The payment is deemed to have been made when the funds are credited to the Seller’s bank account.
  9. Payment in cash is considered to have been made when the funds are handed over to an authorized representative of the Seller or the carrier in the case of cash on delivery shipment.

§5 Terms of Delivery

  1. By default, the Buyer’s registered office address indicated in the Order is assumed as the delivery address.
  2. Unless otherwise agreed by the Parties, the Buyer agrees to send the VAT invoice electronically to the Buyer’s e-mail address indicated in the Order or to attach it in paper form to the Goods when issued.
  3. In the absence of different arrangements, the Seller decides on the choice of the carrier.
  4. The ownership title to the Goods is transferred to the Buyer upon full payment of the price for the Goods. This reservation does not entitle the Buyer to return the delivered Goods or limit the Seller’s claim for payment by the Buyer.
  5. The Seller reserves the right to present in the Confirmation a different quantity and/or date of Order execution than specified in the Order. Partial deliveries are allowed.
  6. Unless expressly stated otherwise, the risk of damage to and loss of the Goods is transferred to the Buyer at the time the goods are made available to their disposal in accordance with the INCOTERMS 2020 EXW conditions at the Seller’s registered office. Otherwise, the risk passes to the Buyer at the time of handing over the Goods to the first carrier.
  7. The delivery date of the Goods specified in the Confirmation is the date of dispatch of the Goods from the Seller’s registered office or making the Goods available for collection by the Buyer, depending on the delivery terms agreed between the Parties.
  8. Delivery dates specified by the Seller in the Offer, response to the Buyer’s inquiry or Confirmation are estimated dates and are not binding on the Seller and are subject to change, of which the Seller shall inform the Buyer each time.
  9. The Seller shall not be liable to the extent that late delivery of the Goods to the Buyer is caused by a delay in the execution of the Order by the supplier.
  10. The delivery date may change due to:
    • suspension of delivery for reasons attributable to the Buyer, in particular:
      • Buyer’s delay in payment,
      • failure of the Buyer to provide information necessary for delivery to the Seller,
      • Force Majeure.
        In such a case, the delivery date will be extended by the duration of such circumstances, considering the time necessary for the Seller to resume delivery.
  11. In the absence of different arrangements, delivery of the Goods to the Buyer will take place promptly after:
    • confirmation of the Order with respect to Goods available in the Seller’s warehouse;
    • production or receipt of delivery of the Goods by the Seller from the supplier with respect to Goods unavailable in the Seller’s warehouse at the time of Order Confirmation.
  12. Deliveries of Buffer Orders take place on the dates indicated in the schedule agreed between the Parties, but no later than after the expiry of the Maximum Goods Collection Deadline.
  13. Unless otherwise agreed, the Maximum Goods Collection Deadline is set as the day after 6 months from:
    • Confirmation of the Order with respect to Goods available in the Seller’s warehouse on the day of Confirmation of the Order;
    • production or receipt of delivery of the Goods by the Seller from the supplier with respect to Goods unavailable in the Seller’s warehouse on the day of Confirmation of the Order.
  14. After the expiry of the Maximum Goods Collection Deadline, the Seller shall call upon the Buyer to collect the Goods within 7 calendar days from the date of the call, and in the case of ineffective expiry of the deadline, may send the goods to the Buyer’s registered office or other place resulting from the Order at the Buyer’s cost and risk under INCOTERMS 2020 EXW conditions (Seller’s registered office).
  15. The Buyer is obliged to accept the Goods and the VAT invoice, as well as to sign all required shipping documents.
  16. Refusal or delay in collecting the Goods remains without prejudice to issuing a VAT invoice, payment terms, in particular the due date.
  17. If the Buyer extends the agreed delivery date or fails to accept the Goods, the Seller has the right to charge the Buyer with transport costs and storage costs of 0.1% of the net Order value for each commenced day of storage, with the reservation that storage is at the Buyer’s risk.
  18. Collection of Goods at the Seller’s registered office is only possible after prior arrangement.
  19. The Buyer is obliged to check the Goods in terms of quantity and quality immediately after receiving them. In the event of finding any nonconformity or damage, the Buyer should:
    • note this fact in the waybill attached to the shipment before signing it, 
    • draw up a non-conformity report signed by the Buyer and the carrier or freight forwarder,
    • within 48 hours from the date of receipt of the Goods, report the complaint via e-mail to: [email protected], while providing the following information:
      • legal name / first and last name and address of the Buyer,
      • product part number being the subject of the complaint,
      • value of the Goods covered by the complaint,
      • number and date of issuing the VAT invoice,
      • copy of the non-conformity report signed with the carrier or freight forwarder.
  20. Failure to notify in accordance with the requirements of §19 above shall be tantamount to acceptance of the Goods without reservations.
  21. The provisions of §19 above shall not apply in the case of sale with the collection option – in such a case, the Buyer is obliged to inspect the Goods at the time of collection from the Seller’s warehouse. Collection of the Goods by the Buyer from the warehouse is tantamount to the Buyer confirming that neither the packaging nor the Goods were damaged or had any apparent defects.
  22. Damaged or inconsistent Goods may only be returned on the terms set out in GTS exclusively in original packaging, must be complete and show no signs of use. Return of Goods is permissible after prior agreement of return conditions with an authorized employee of the Seller.
  23. In the case of partial deliveries resulting from the agreed schedule or Call-offs, the Seller has the right to increase the quantity of Goods covered by one delivery to full packages. The Buyer undertakes to accept the Goods in increased quantity. The total quantity of Goods delivered to the Buyer in partial deliveries may not exceed the sum of Goods covered by all the Buyer’s open Orders.
  24. Failure to settle liabilities within the time limit specified on the VAT invoice authorizes the Seller to suspend or limit the delivery of Goods or execution of Orders or refuse to accept new Orders.
  25. The Seller may make the execution of a new Order placed by the Buyer who is in arrears with payments or settles their liabilities in an untimely manner dependent on the payment of an advance for the new Order.
  26. Suspension or limitation of the execution or acceptance of Orders by the Seller does not release the Buyer from the obligation to collect the Goods already ordered
  27. Lodging a complaint does not release the Buyer from the obligation to make payment for the Goods within the specified time limit.

§6 Execution of Buffer Orders

  1. The Seller allows the placement of Buffer Orders.
  2. A condition for the acceptance of a Buffer Order is an indication of the expected delivery schedule and the Maximum Goods Collection Deadline for the Goods covered by the Buffer Order.
  3. Unless otherwise agreed, the Maximum Goods Collection Deadline is set in accordance with the principles set out in GTS.
  4. Delivery of Goods covered by the Buffer Order takes place according to the schedule agreed between the Parties.
  5. Delivery of Goods at an earlier date than agreed in the schedule based on a Call-off is acceptable.
  6. The Seller reserves the right to treat the call to deliver the Goods at the specified date as a new Order, unless it is clear from the content of this call to deliver the Goods that it constitutes a Call-off from the Buffer Order.
  7. In the case of several open Buffer Orders, the Seller will always execute a Call-off from the earliest placed Buffer Order.
  8. Delivery of Goods based on a Call-off may be executed from several Buffer Orders.
  9. The Seller reserves the right that the execution of an Order at an earlier date based on a Call-off will be executed only if the warehouse stock of the Goods covered by the Call-off is sufficient to execute the delivery. If the warehouse stock of the Goods is less than the quantity covered by the Call-off, the Seller may make a partial delivery.

§7 Force Majeure

  1. The Seller shall not be liable in case of failure to meet its obligations under the Agreement if this was due to Force Majeure.
  2. In the event of Force Majeure, the delivery date will be extended accordingly. In such a case, the Buyer is not entitled to terminate the Agreement or claim damages for delay in delivery.

§8 Contractual Penalties

The Buyer is obliged to pay the Seller a contractual penalty for withdrawal from the Agreement for reasons not attributable to the Seller, in the amount of 20% of the price increased by the applicable goods and services tax. Payment of the contractual penalty does not release the Buyer from the encumbrance of actual costs incurred until the withdrawal from the Agreement for reasons not attributable to the Seller.

§9 Liability

  1. The Seller shall not be liable for any damage caused due to improper selection of Goods, their improper use or use inconsistent with the intended purpose or use and maintenance inconsistent with instructions in user’s manual, as well as any damage whose occurrence or extent was influenced by the condition and properties of the infrastructure within which the Goods are / are to be operated, including in particular those elements thereof to which the Goods are to be connected.
  2. In any case, the Seller’s liability for any damage not covered by the exclusion is limited to the Buyer’s actual loss, not exceeding the net value of the Goods net being the subject of the Order. However, the limitation indicated in the preceding sentence shall not apply to damage caused intentionally.
  3. The Buyer is responsible for the possibility of using and the effects of using the Goods supplied by the Seller in specific design solutions of the Buyer, even if the Seller was involved as an advisor or consultant in preparing the Buyer’s design and final product.
  4. The Seller shall not be liable to the Buyer for defects in the product manufactured by the Buyer using the Goods supplied by the Seller.
  5. The Buyer is responsible for the correctness and completeness of the data contained in the Order or documentation provided to the Seller.
  6. The Seller shall not be liable to the Buyer for lost profits or any other damage that the Buyer will incur as a result of failure to execute the Agreement or improper execution thereof.

§10 Warranty

  1. The Seller provides a 12-month warranty for the sold Goods counted from the date of issuing the VAT invoice for the Goods or part thereof (issuing the invoice).
  2. In the event of delay in collection of the Goods by the Buyer, the warranty period is shortened by the delay time. In such a case, the 12-month warranty period starts to run on the original date of collection of the goods or the Maximum Goods Collection Deadline.
  3. The Buyer is entitled to exercise the rights under the warranty only when using and maintaining the Goods in accordance with their intended purpose and within the scope corresponding to the technical specification contained in the product data sheet or user manual.
  4. The warranty covers only defects caused by reasons inherent in the sold Goods originally. The warranty does not cover defects caused by other reasons, in particular defects caused by: improper use or application of the Goods, improper selection of Goods to operating conditions, improper installation or maintenance of the Goods, repairs or interference made by the Buyer or third parties in the Goods, mechanical damage to the Goods, Force Majeure.
  5. The Buyer loses rights under the warranty for the Goods in the case of:
    • finding modifications of the Goods, including but not limited to traces of tampering by unauthorized persons;
    • removal of manufacturer’s markings or labels, or damage thereof hindering reading of their content.
  6. The Seller shall not be liable for any damage suffered by the Buyer in connection with the Goods defects and initiation of the complaint procedure.
  7. This warranty does not cover loss of profits related to the Goods defects or compensation for damage occurring outside the Goods.
  8. The Seller undertakes to respond to the warranty claim notification no later than within 10 business days from the date of receiving the notification about the defect occurrence (notification).
  9. The notification must be submitted via e-mail to: [email protected], promptly, but no later than within 7 business days from the date of finding the defect, under pain of loss of warranty rights. Notifications submitted in another form (e.g., by phone) will not be considered.
  10. A condition for considering the notification is the Buyer having photographic documentation showing the type and extent of the defect giving grounds for the notification and providing this documentation to the Seller.
  11. The Seller’s liability for visible defects in the Goods or their inconsistency with the placed Order expires if the Goods are resold to a third party or used in a way that prevents disassembly without damaging the Goods or changing their properties.
  12. The notification will be considered as soon as possible. With the reservation that the process of considering the notification may be extended due to the possible need to analyze the components directly with their manufacturer.
  13. If in the Seller’s opinion it is necessary to carry out a technical expert opinion to ascertain the defects, the Seller will take a position on the defectiveness of the Goods after obtaining the relevant expert opinion.
  14. The Seller allows the following forms of considering the notification under the granted warranty:
    • repair of the Goods;
    • replacement of the Goods with new ones;
    • price reduction or refund of the paid price.
  15. The method of considering the notification is decided by the Seller.
  16. In the event of an obviously unjustified notification, the costs related to handling such notification (in particular transport) shall be borne by the Buyer.

§11 Statutory Warranty

The Seller’s liability under the statutory warranty for physical and legal defects of the Goods is excluded.

§ 12 GDPR, Confidentiality

  1. The Data Controller (hereinafter referred to as the Controller) – pursuant to Art. 4 point 7 of the GDPR is the entity deciding on the purposes and means of processing personal data. The Data Controller is indicated in §1 of GTS.
  2. Personal data will be processed pursuant to Article 6(1)(b), (c), (f) of GDPR for purposes related to the execution of the Order, Agreement, issuing a VAT invoice, keeping accounting and archival records.
  3. The Controller processes personal data such as: first and last name, address, phone number, e-mail address, entrepreneur’s company, Tax ID No., Business Registry No., or other data necessary to provide the service.
  4. Personal data will be processed for the time necessary to execute the Agreement and longer until the limitation period for claims expires, and then for the period resulting from the generally applicable law.
  5. Personal data may be transferred to service providers: courier companies, payment service providers, accounting, legal, banks, postal services in order to properly execute the Agreement.
  6. The Seller does not transfer personal data to third countries, i.e., countries outside the European Economic Area.
  7. Providing data is voluntary, but failure to provide it may result in the Agreement not being concluded.
  8. You have the right to: access, information about the purposes, methods and grounds for processing personal data, rectification, restriction, deletion and limitation, objection, lodging a complaint to the Inspector General for Personal Data Protection. These rights can be exercised by contacting the Controller by email or mail at the Controller’s address. All information can be obtained by contacting the Controller.
  9. Each Party will process personal data regarding partners, associates, employees, legal representatives, representatives, and proxies of the other Party for the purpose of concluding and performing the Agreement.
  10. Both Parties undertake to process the personal data made available by the other Party in a manner consistent with the applicable personal data protection regulations, in particular with the provisions of the general regulation on the protection of personal data.
  11. The purpose of data processing results directly from the provisions of this Agreement.
  12. The data provided may be processed in paper and electronic form.
  13. The Buyer undertakes to keep confidential trade and technical information obtained from the Seller confidentially and not to disclose it to third parties.

§13 Final Provisions

  1. The law applicable to GTS is Polish law.
  2. The court competent to resolve disputes arising from the application of GTS is the court competent for the Seller’s registered office.
  3. In the event contracts and terms of purchase are drawn up in Polish and a foreign language, the authentic language of the contract is Polish. In the event of discrepancies between the Polish language version of the Agreement and the foreign one, the Polish language version shall prevail.
  4. The application of any existing arrangements between the Parties, both in writing and verbally, that are contradictory or inconsistent with the Agreement or GTS, is excluded.
  5. The Seller undertakes only the obligations expressly stated in GTS.
  6. In the event individual provisions of GTS are legally ineffective, the remaining provisions of GTS and Orders executed on their basis remain in force. The Parties shall individually agree on provisions replacing ineffective provisions.
  7. Any amendments introduced to GTS are deemed confirmed if the Buyer does not deliver a written objection to the Seller within 7 business days from the date of receiving GTS or posting GTS on the website https://unisystem.com. The respective versions of GTS valid at the time of execution of the Order will apply to individual Orders. With the reservation that the warranty specified in § 10 of GTS in the version current at the time of completion of delivery of the Order to the Buyer will apply.
  8. The Buyer agrees that the Seller may refer to the fact and scope of cooperation between the Parties covered by the Agreement in references, including on the Seller’s website and in its marketing materials. For this purpose, the Buyer authorizes the Seller to use its name and grants the Seller a territorially unlimited, indefinite, free-of-charge license to use the Buyer’s trademark or logo. The Buyer also consents to providing contact details of the person who is responsible for the execution of the Agreement on the part of the Buyer as part of the references in order to enable verification of the references by a potential contractor of the Seller.

Version dated 03.11.2023

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