General Terms and Conditions of Sale Mipromet Sp. z o.o.
§ 1. General
1. The General Terms and Conditions of Sale define the rules for concluding contracts for the sale of goods offered exclusively to business entities (entrepreneurs) by MIPROMET Sp. z o.o., with its registered office at 63 Długa Street, 32-091 Masłomiąca, entered into the National Court Register under No. 0000391888 by the District Court for Kraków - Śródmieście, XI Commercial Division, NIP 513-022-66-10, with a share capital of PLN 50,000.00. These general terms and conditions also apply to all persons or companies involved in the execution of an order (on behalf of the client).
2. The General Terms and Conditions of Sale, hereinafter also referred to as the "GTCS", constitute an integral part of all contracts for the sale of goods concluded by Mipromet Sp. z o.o. with other entrepreneurs and thus apply exclusively in commercial relations with other entrepreneurs. The Purchaser, within the meaning of these GTCS, is understood to be a business entity (entrepreneur).
3. These GTCS are made available for the Purchaser’s knowledge and acceptance as an appendix to partnership agreements or, at the latest, when placing an order, and are also available on the "http://www.mipromet.eu" website. If the Purchaser is in permanent business relations with Mipromet Sp. z o.o., the Purchaser’s acceptance of these GTCS for one order shall be deemed acceptance for all subsequent orders and sales agreements.
4. Any deviation from the provisions of these General Terms and Conditions of Sale must be documented in writing. In the event that written agreements between the parties conflict with the provisions of these terms, the terms and conditions expressly agreed upon in writing shall prevail.
5. The application of any general or other conditions specified by the client is expressly rejected unless explicitly accepted in writing by Mipromet Sp. z o.o.
6. The invalidity of one or more provisions of these terms and conditions shall not affect the validity of the remaining provisions. Any unaffected provisions of these Terms and Conditions shall continue to apply in full. The parties shall consult each other with the aim of establishing a new provision to replace any invalid provision, aligning as closely as possible with the intent and purpose of the original.
§ 2. Inquiries and offers
1. All offers presented by Mipromet Sp. z o.o. are non-binding.
2. The contract is considered concluded either at the moment of written confirmation of the offer or upon actual performance of the offer. The contract is based on the Buyer's order. If the Buyer does not cancel the order within 4 hours of placing it, the contract is deemed concluded.
3. Mipromet Sp. z o.o. reserves the right to notify the customer of a refusal to conclude the contract within 48 hours of the order being placed.
4. Offers, advertisements, and other announcements regarding goods offered by Mipromet Sp. z o.o. are for informational purposes only. Any informational materials issued by Mipromet Sp. z o.o. are intended solely for illustrative and exhibition purposes. Photos, catalogs, drawings, and specifications of dimensions and weight provided by Mipromet Sp. z o.o. are general representations of the offered products and are not legally binding.
5. Modifications to the structure that result in slight deviations in actual performance parameters compared to the provided photos, catalogs, drawings, measurements, and weights, without significant changes to the technical or aesthetic parameters of the elements, do not obligate Mipromet Sp. z o.o. to provide compensation. Furthermore, such modifications do not entitle the customer to refuse the collection of or payment for the delivered goods.
6. Upon project completion, the customer is entitled to request up to two minor corrections or changes. Any additional corrections or changes will be billed based on the time spent on implementation, in accordance with the applicable rate. If the design requires significant modifications, it will be charged according to the designer's applicable hourly rate. We reserve the right to re-evaluate the offer if the changes made deviate significantly from the original concept.
7. Due to the stringent requirements for designing non-standard products, it is essential to provide detailed information necessary to determine the appropriate design and production parameters. To ensure the efficient execution of the project, we kindly request that you:
7.1. Provide the STP file of the item for which the design is to be created, upon request:
7.1.1. If the file is not provided, the quotation will be adjusted to account for the time required to create the workpiece drawing;
7.2. Provide the material to be lifted for testing, upon request:
7.2.1. If the material to be lifted is not provided, it is possible to send the product (e.g., gripper) without testing. However, the certificate will only be issued after the customer confirms the test's success by submitting a protocol or other documentation certifying that the test has been passed.
7.2.2.If the product (e.g., gripper) does not pass the tests conducted at the customer’s site, the transport costs will be covered by the customer.
7.2.3. If the product (e.g., gripper) fails the tests conducted at the customer’s site and the necessary technical information regarding the lifted material was not provided, Mipromet Sp. z o.o. reserves the right to extend the delivery date or cancel the order.
§ 3. Price
1. The prices specified in the price lists sent to contractors are valid until the end of the calendar year or until Mipromet Sp. z o.o. provides written notice of a change. The prices listed are in EURO and do not include transport costs.
2. The prices specified in the offers sent to contractors are binding for the period indicated in the offer but may change in the event of force majeure beyond the control of Mipromet Sp. z o.o. Additionally, if the Buyer requests it, the offers may include an estimated transport cost, which is subject to change shortly before shipment.
3. As a general rule, in trade between entrepreneurs from different European Union countries, VAT is charged in the buyer's country. In the seller's country, a 0% VAT rate or an exemption with the right to deduct input VAT is applied. The seller may apply the 0% VAT rate for intra-Community supply of goods when:
• The buyer has a valid and up-to-date identification number for intra-Community transactions, issued by the Member State where the buyer is registered as a VAT taxpayer.
• Before the tax settlement deadline (SAF-T) for a given period, the seller possesses documentation, such as a delivery note, confirming that the goods have been exported from their country and delivered to the buyer.
• The seller is registered as a VAT-EU taxpayer and declares the Intra-Community Supply of Goods in their tax return (SAF-T).
4. For export transactions where goods leave the territory of the EU, the country of consumption—and therefore the country of VAT taxation—will be the country of the recipient. In accordance with this principle, the VAT Act allows the application of a 0% VAT rate for export transactions. The application of the 0% VAT rate for exports outside the EU is subject to the following conditions:
• The supplier is registered for VAT purposes.
• The goods are transported or shipped from Poland to a destination outside the EU as a result of the delivery.
• Before the deadline for submitting the VAT return, the taxpayer has received documentation confirming the export of goods outside the EU, such as a delivery note and customs clearance.
5. In the event of price increases (including for materials, auxiliary materials, raw materials, salaries, social security contributions, government fees, freight, or insurance costs), Mipromet Sp. z o.o. reserves the right to adjust the agreed price accordingly.
6. If Mipromet has set a price for goods in euros, this price may be based on the foreign currency in which Mipromet settles accounts with its supplier. In such cases, if the exchange rate between this currency and the euro changes between the acceptance of the order and the final payment of all liabilities to Mipromet, or if there are changes in exchange rates, customs duties, or taxes on the goods during this period, Mipromet reserves the right to adjust the price accordingly to protect its financial position.
§ 4. Payment terms
1. Payment must be made to the bank account specified by Mipromet Sp. z o.o.
2. Payment for the received goods must be made in full, without deductions, immediately after the invoice is issued or according to the agreed payment terms. In all cases, the payment deadline is specified in days and is calculated from the invoice issue date.
3. Mipromet Sp. z o.o. is entitled to request full or partial payment at the time of concluding the agreement.
4. The Buyer becomes the owner of the goods only upon full payment, within the deadlines specified by Mipromet Sp. z o.o. (reservation of ownership of the sold item, in accordance with Article 589 of the Civil Code). If the Buyer fails to make the payment within the specified period, Mipromet Sp. z o.o. reserves the right to demand the return of the unpaid goods. Additionally, Mipromet Sp. z o.o. may seek compensation if the goods have been used or damaged, particularly if the value of the goods collected from the Buyer's warehouse is lower than the payment amount due for the received goods.
5. Set-off or the invocation of any right of suspension is not permitted unless otherwise agreed in writing.
6. In the event of late payment, Mipromet Sp. z o.o. is entitled, without further notice, to charge interest for the delay at a rate of three percentage points above the statutory interest applicable on the invoice payment date (on an annual basis). Interest for late payment is calculated from the day following the expiration of the payment deadline.
7. In the event of late payment, Mipromet Sp. z o.o. is entitled to claim, in addition to the principal amount and interest for the delay, reimbursement of court costs, enforcement costs, and legal representation fees. Furthermore, Mipromet Sp. z o.o. is entitled to seek reimbursement of costs related to debt recovery, up to an amount not exceeding 10% of the total receivables collected.
8. If the Buyer defaults on payments due under multiple invoices, Mipromet Sp. z o.o. reserves the right to apply any payment made by the Buyer first to interest for delay, and then to the earliest outstanding receivables. This provision overrides the debtor's rights under Article 451 §1 of the Civil Code. Additionally, Mipromet Sp. z o.o. reserves the right to make a set-off for other receivables and liabilities, in accordance with the provisions of the Civil Code.
9. Filing a complaint does not entitle the Buyer to withhold payment for the goods, either in whole or in part.
10. If the customer fails to make payment, Mipromet Sp. z o.o. reserves the right to cease or suspend all deliveries of goods or provision of services to the customer, with immediate effect and without any liability for damages to the customer.
11. In the event of the customer's liquidation, bankruptcy, or suspension of payments, all outstanding liabilities of the customer become immediately due..
12. Payments made by the customer will first be applied to settle all outstanding interest and costs, and then to the oldest overdue invoices, even if the customer specifies that the payment is for a more recent invoice.
13. The Buyer undertakes to immediately notify Mipromet Sp. z o.o. in writing of any change in its registered office, place of residence, or correspondence address. Failure to provide such notification will result in deliveries made to the addresses specified in the order, partnership agreements, or other commercial agreements being considered effective.
§ 5. Delivery conditions
1. Shipping is carried out in accordance with the instructions provided by Mipromet Sp. z o.o. Delivery of the goods purchased by the Buyer is based on the Buyer’s order.
2. Orders must be placed in writing via e-mail and should include the exact name and address of the Buyer, the assortment, the quantity of goods ordered, the delivery date and location, as well as the agreed form and date of payment. Orders must be placed by a person authorized to act on behalf of the Buyer.
3. If installment payments are agreed upon at the time of the order, the delivery date will commence only after the first installment payment has been received.
4. Mipromet Sp. z o.o. may accept the order in whole or in part. Upon confirming the order, Mipromet Sp. z o.o. will specify the quantity and type of goods being sold, their price and total value, as well as the delivery date.
5. Mipromet Sp. z o.o. is only bound by the delivery date if it has been confirmed. The Buyer is obliged to collect the goods within the agreed period. If the delivery date is not confirmed, Mipromet Sp. z o.o. will make every effort to prepare the goods for collection, taking the Buyer’s interests into account.
6. If Mipromet Sp. z o.o. is unable to fulfill its obligations due to force majeure, the Buyer is not entitled to any claims for damages resulting from non-performance, incomplete performance, or delayed performance of the contract. Mipromet Sp. z o.o. is obliged to promptly inform the Buyer of any events that caused the full or partial inability to perform or delay in the contract's execution. Force majeure events include, but are not limited to, disruptions in the plant's operations beyond Mipromet Sp. z o.o.'s control, government-imposed restrictions, natural disasters, strikes, and similar occurrences.
7. In the event of a delay in the shipment or receipt of the delivery item due to reasons attributable to the Ordering Party, a flat-rate fee will be charged starting from the date the Supplier notifies the Ordering Party of the delivery item's readiness for shipment or collection. This fee amounts to EUR 25 for each day of delay.
8. The Ordering Party is not entitled to refuse acceptance of the delivery item in the case of a non-material defect.
9. The transport of goods delivered, to be delivered, or entrusted for processing is carried out at the customer’s expense and risk. This applies even if the carrier requests a statement on the waybills or otherwise stipulates that any loss during transit will be borne by Mipromet Sp. z o.o.
10. In the event of overdue payments, failure to pay interest on late payments, other outstanding liabilities towards Mipromet Sp. z o.o., or if the Buyer exceeds their credit limit, Mipromet Sp. z o.o. may suspend the execution of subsequent orders until the relevant payments are made or other liabilities are settled.
§ 6. Shipping
1. The place of performance by Mipromet Sp. z o.o., and therefore the place of delivery of the goods, is the location where the goods are unloaded. This rule does not apply when the transport of goods is not carried out by Mipromet Sp. z o.o.'s means of transport. In such cases, the place of performance is Mipromet Sp. z o.o.'s warehouse.
2. Upon transfer of the goods by Mipromet Sp. z o.o., the Buyer assumes all benefits and burdens associated with the item, as well as the risk of accidental loss or damage.
3. At the Buyer’s request, Mipromet Sp. z o.o. will arrange transport for an additional fee. The Buyer is obligated to pay for the transport based on the issued invoice.
4. Unloading must be carried out by the Buyer promptly and correctly. Any additional costs incurred due to delays in unloading will be charged separately.
5. The Buyer is obligated to inspect the shipment immediately upon receipt, carefully checking for completeness and any damage to the goods caused during transport. The Buyer should request the carrier to note any damage on the waybill or have a damage report drawn up at the time of delivery. Failure to do so may result in the loss of any claims for damages against the carrier.
6. The return of incorrectly ordered goods is only possible for products included in the warehouse program. The Buyer must return the unused goods at their own expense, cover the original shipping costs, and pay a handling fee amounting to 10% of the value of the returned goods.
§ 7. Complaints and warranty
1. Any complaints must be reported to Mipromet Sp. z o.o. immediately and in writing.
2. In the case of quantity discrepancies, a complaint may be filed:
2.1. For complaints due to incorrect loading of goods – within 24 hours of unloading the goods;
2.2. For complaints due to damage caused during transport – within 12 hours of unloading the goods.
3. In the case of a complaint regarding damage or quantity shortages caused during transport, the Buyer must make an annotation on the bill of lading specifying the type of damage or shortage. This annotation must be signed by the delivery driver.
4. Quality complaints must be submitted by the Buyer immediately after detecting the defect, but no later than 12 months from the date of receiving the goods. The complained goods must be included with the submission. The validity of complaints will be assessed based on the applicable technical standards..
5. Failure to file a complaint within the specified deadlines results in the Buyer losing the right to submit a complaint.
6. Mipromet is not responsible for differences in the shade or gloss of the paint coating, as these are not considered defects and do not affect the product’s functionality. Discoloration of the paint coating at the edges of treated materials is also not considered a defect. For complex elements, especially in hard-to-reach areas such as corners and nooks, the paint coating may have reduced quality or visible stains. Such deterioration and differences are not considered defects in the service or product. Additionally, unevenness in the paint coating caused by the material's uneven structure is not classified as a defect.
7. When painting fully assembled devices, the absence of a varnish coating between interacting elements or on covered surfaces is not subject to complaint due to technological limitations. If the customer requires full coverage of all surfaces with varnish, this must be specified when placing the order. In such cases, the painting process will be adjusted to paint individual components separately.
8. Elements that are damaged mechanically, chemically, or due to exposure to aggressive environments (e.g., acid rain, intense sunlight) during use are not covered by the warranty.
9. The protective foil and other materials used to pack varnished items are intended solely for transport protection and should be removed immediately after transport. Defects arising from the failure to remove the protective foil or from improper packaging and storage of varnished elements are not covered by the warranty.
10. Defects resulting from the storage of varnished elements in conditions other than dry and well-ventilated rooms, and excluding exposure to external weather conditions (e.g., UV radiation, temperature fluctuations, gases, humidity, precipitation, unless the product is designed for outdoor use), are not covered by the warranty.
11. The liability of Mipromet Sp. z o.o. does not include:
a. Damage caused during the unloading of goods;
b. Defects arising from improper installation or application, design or execution errors by third parties, use of the goods by the Buyer, third parties, or the final purchaser contrary to its technical parameters and functional properties, or instructions provided by Mipromet Sp. z o.o.; and unauthorized modifications made to the goods by the Buyer or the final purchaser;
c. Activities specified in the operating manual that the user is responsible for performing independently and at their own expense, as well as tasks related to normal operation, such as installing the device, connecting it to utilities with appropriate parameters, software (operating programs), cleaning, and maintenance. These activities are solely the responsibility of the user;
d. Software defects (operating programs) and product defects beyond the control of the Guarantor and Manufacturer, resulting from operator errors (e.g., collisions), programmer or technologist errors, or improper use of the device;
e. Claims regarding the technical parameters of the product, provided that these parameters are consistent with the technical data agreed upon between the parties, or if not agreed, with the parameters provided by the Manufacturer/Guarantor;
f. Failures resulting from the use of materials or raw materials not intended for the specific type of device during its operation, which may interfere with the device's proper functioning;
g. Damage or malfunction of the product resulting from: mechanical damage and defects caused by it; use of the product in conditions deviating from those specified in the documentation or allowed/recommended by the Guarantor; failure to use original consumables; external causes such as floods, fire, electrical overvoltage, improper electrical network parameters, lack of proper grounding, absence of plugs in holes or sockets, improper compressed air installation parameters; improper installation of the product; operation inconsistent with its technical purpose or under conditions contrary to those specified by the Manufacturer in the user manual; unauthorized repair, alteration, or interference with the device not related to normal operation; or making repairs or inspections independently.
h. Failures caused by the use of a product that clearly requires repair, unless it can be proven that the damage is unrelated to the need for such repair, or if the product was provisionally repaired with the permission of Mipromet Sp. z o.o. at the time the damage occurred;
i. Failures caused by the failure to perform maintenance work as recommended by Mipromet Sp. z o.o.;
j. Failures caused by non-compliance with the instructions in the user manual and/or failure to respond appropriately to warning signals;
k. Failures resulting from the natural wear and tear of parts due to normal operation;
l. Failures caused by the improper operation of individual devices within the local IT system, improper functioning of ICT links, or interference in radio transmissions;
m. Other failures arising from reasons attributable to the user or not attributable to Mipromet Sp. z o.o.
12. If the complaint is deemed justified, Mipromet Sp. z o.o. may, in accordance with the content of the request submitted with the complaint or, in the absence of such a request, at its discretion, replace the defective goods with goods free of defects, reduce the price of the complained goods, rectify the defects in the complained goods, or offer appropriate compensation as referred to in Article 5761 of the Civil Code. Mipromet Sp. z o.o. and the Buyer may also agree on an alternative method for handling the complaint. The handling of the complaint in the manner described above excludes the possibility of the Buyer demanding further compensation.
13. n the case of a warranty complaint, you should submit a complaint report that includes a description and photos, and then prepare the complained goods for release to the carrier. If the complaint is not accepted, the Buyer will cover the transportation costs of the goods. If the complaint is accepted, §7, point 12 will apply.
14. Defective goods, as defined by the warranty conditions, are items for which the customer can demonstrate that they do not meet the reasonable requirements expected for general use.
15. The warranty is provided for a period of 24 months, with a guarantee of spare parts availability for a minimum of 10 years.
16. The owner of the appliance is required to strictly adhere to the following conditions throughout the warranty period; failure to do so will result in the loss of warranty rights.
17. Reporting a failure or defect must be submitted in writing to the following email address: export@mipromet.eu. The report should include a description of the issue (failure/defect), along with a video or photo sample, and a photo of the rating plate. If the rating plate is damaged, please provide the serial number. The application should also include the device's maintenance inspection card.
a. MIPROMET Sp. z o.o. is obliged to ensure that the defect is remedied within a mutually agreed timeframe following notification. The deadline may be extended only in justified cases of unavailability of spare parts from the manufacturer, provided that the owner of the device is notified immediately. Reporting a defect is considered effective when its receipt is confirmed by the guarantor.
b. The form of the warranty service will be determined each time after receiving a formal notification.
c. The choice between repairing the defective component and replacing it with a defect-free component is entirely at the discretion of the guarantor. Replacement of the entire device is excluded. The distributor is responsible for making repairs at their own expense, while Mipromet Sp. z o.o. will provide the defective element.
d. In cases where the service has reasonable doubts about whether the repair qualifies as a warranty repair at the user's request, a spare part may be provided for a fee. In such instances, MIPROMET Sp. z o.o. will issue a VAT invoice for the delivered part and service, with a payment term of 30 days. During this period, the part will be sent to the manufacturer's laboratory for diagnosis. If the manufacturer recognizes the repair as a warranty repair, a correction (cancellation) of the VAT invoice will be issued. If the repair is not deemed a warranty repair, the VAT invoice will be due on the specified due date. The manufacturer's decision regarding warranty recognition is final and will be communicated to the owner of the device promptly.
e. Unauthorized repairs or attempts to repair by the manufacturer, along with any changes, modernization, or modifications of parameters, as well as the use of non-original spare parts, will result in the loss of warranty rights for the entire device.
f. In the event of a payment delay to the guarantor, MIPROMET Sp. z o.o. reserves the right to suspend the fulfillment of the obligations described in these Terms and Conditions until the payment is made. In this case, the risk of the warranty period expiring remains with the owner of the device.
g. In the event of a transfer of ownership of the device to a third party during the warranty period, MIPROMET Sp. z o.o. may require written confirmation (documentation) of this transfer.
h. In matters not regulated by this Guarantee Card, the provisions of the Civil Code shall apply.
§ 8. Breach of contract and termination
1. If the customer breaches the agreement with Mipromet Sp. z o.o. in any manner, they shall be considered in default without the requirement for formal notice.
2. Notwithstanding the provisions of the Civil Code, in the event of a breach of the agreement, Mipromet Sp. z o.o. reserves the right to suspend the agreement, consider it partially or completely terminated without involving the courts, or demand performance, at its discretion.
3. Mipromet Sp. z o.o. retains the rights referred to in paragraph 2 if the client is placed in liquidation, files for bankruptcy, receives a suspension of payments, has their assets seized, ceases operations, is taken over by a third party, or intends to relocate abroad. In all such cases, all outstanding claims of Mipromet Sp. z o.o. against the customer shall become immediately due.
§ 9. Personal data protection and electronic commercial information
1. By accepting these General Terms and Conditions of Sale (GTCS), the Purchaser consents to the processing of personal data provided voluntarily by Mipromet Sp. z o.o. or entities acting on its behalf, in connection with the performance of contracts for the sale of goods offered by Mipromet Sp. z o.o., as well as for marketing purposes related to the business activities conducted by Mipromet Sp. z o.o. The Buyer retains all rights under the Act of 29 August 1997 on the Protection of Personal Data (consolidated text - Journal of Laws of 2014, item 1182, as amended), including the right to access their own data.
2. In accordance with the provisions of the Act of 18 July 2002 on the Provision of Electronic Services (consolidated text - Journal of Laws of 2013, item 1422, as amended), the Buyer consents to receive messages and commercial information from Mipromet Sp. z o.o. electronically at the email address provided by the Buyer, in accordance with the terms outlined in this Act.
§ 10. Trade secret
1. The Buyer shall not disclose knowledge, offers, price lists, or information obtained as a result of business contacts to third parties without the consent of Mipromet Sp. z o.o.
§ 11. Final provisions
1. In matters not addressed by these General Terms and Conditions of Sale (GTCS), the provisions of the Civil Code shall apply.
2. In the event that any provisions of these General Terms and Conditions of Sale (GTCS) are deemed invalid due to the introduction of different statutory regulations, the remaining provisions shall remain valid. Mipromet Sp. z o.o. and the Buyer will endeavor to amicably resolve any disputes arising in connection with the performance of agreements covered by these terms and conditions. If an amicable resolution is not possible, the competent court for the location of Mipromet Sp. z o.o.'s registered office shall have jurisdiction to settle the dispute.
Masłomiąca, 24 September 2024