The terms used (both singular and plural) in these general terms and conditions shall have the following meanings: GTCs - these general terms and conditions of cooperation; Orbpoltech (the Supplier) — Tomasz Wojciechowski, based in Newington at the following address: Lane End Farm, Newington, Wallingford, Oxfordshire, OX10 7AE, United Kingdom; Customer - an entity entering into an agreement with Orbpoltech; Parties - Orbpoltech and the Customer; Agreement - an individual agreement or a framework agreement concluded by the Parties in order to perform the delivery of Goods, based on an Order placed by the Customer and confirmed by Orbpoltech; Goods - commercial goods which are covered by the Agreement concluded with the Customer; Order - an order placed by the Customer for Goods supplied by Orbpoltech.
These GTCs form an integral part of all Agreements concluded by Orbpoltech with Customers. The Customer may individually agree with Orbpoltech on terms and conditions of cooperation other than these GTCs. Any such agreement may only be made in writing, in particular in the framework agreement, otherwise it shall be null and void. If the Customer uses its own model agreement, the provisions of these GTCs exclude the application of conflicting provisions of the model used by the Customer.
In order to deliver Goods to Customers, Orbpoltech shall enter into Agreements with them. An Agreement shall be concluded as a result of the Customer placing an Order in response to the Supplier's offer. If the Customer's Order differs from the Supplier's offer, the Agreement shall be concluded only when the Supplier confirms that the Order is accepted with changes. Failure to confirm such an order shall mean that the Agreement has not been concluded.
Any settlements, assurances, promises or guarantees made orally by Orbpoltech in connection with the conclusion and/or performance of the Agreement shall not bind the Parties.
If Orbpoltech does not respond to the Order, it shall mean that the Order has not been accepted for processing (the Order may not be accepted tacitly/implicitly for processing).
The Customer may revoke an Order no later than 24 hours after Orbpoltech confirms acceptance of the Order for processing. In the case of cancellation of the Order, Orbpoltech may charge the Customer a handling fee of 30% of the value of the cancelled Order.
The Customer shall be obliged to provide Orbpoltech with all the information required for the proper delivery of Goods by Orbpoltech. Orbpoltech shall not be liable for the completeness, truthfulness and legality of such data, information, materials or media provided by the Customer.
The delivery of Goods can take place directly from Orbpoltech or from Orbpoltech's contractors, whereby in the latter case a VAT invoice for the Goods ordered by the Customer shall be issued by Orbpoltech. The costs of unloading the Goods shall be borne by the Customer. The risk of damage and/or loss of the Goods shall pass from Orbpoltech to the Customer when they are made available for unloading.
The Customer shall undertake to pay the agreed price for the Goods to Orbpoltech; this price shall be increased by VAT at the rate applicable on the day of delivery of the Goods and shall be payable by transfer to the bank account specified on the VAT invoice within 21 days of receipt by the Customer of the VAT invoice issued by Orbpoltech, unless otherwise specified in the Agreement. The day on which the due remuneration is credited to Orbpoltech's bank account shall be deemed the day of payment. The Customer shall authorise Orbpoltech to issue VAT invoices without a signature and to issue and email invoices to one of the Customer's e-mail addresses. Orbpoltech shall be entitled to suspend the processing of orders and deliveries until the Customer has made full payment to Orbpoltech.
Orbpoltech shall deliver the Goods in line with the Order. Orbpoltech does not guarantee the suitability of the Goods for a specific application. The risk of use and application of the Goods shall rest solely with the Customer. The Customer shall be obliged to carefully examine the Goods delivered upon their receipt, in particular as regards the quantity and quality of such Goods. The Customer shall be obliged to notify Orbpoltech of any defects in the Goods that the Customer has not been able to detect upon receipt, despite a careful examination, within a maximum period of 14 days from the date of delivery. The notification shall be made in the form of a written complaint, otherwise it shall be null and void. In the case of failure to comply with the specified time limit for filing such a complaint, the Customer shall lose its rights and claims on account of defects of the Goods, including claims under the warranty for physical defects. The Customer shall also lose the above-mentioned rights in the case of wear and tear, processing or combining the Goods with other items, as well as if the Customer has repaired the Goods without the prior consent of Orbpoltech. Orbpoltech shall respond to the complaint immediately upon examination of the Goods and, if necessary, immediately upon receipt of the relevant expert opinion. The Customer shall be obliged to make the Goods available to Orbpoltech for inspection in the condition in which they were on the day of delivery. If the complaint is accepted, Orbpoltech shall replace the Goods with Goods free from defects, at its own expense, within the period agreed upon by the Parties. If the Goods cannot be replaced or if replacement involves excessive difficulties or costs for Orbpoltech, Orbpoltech shall refund an adequate part of the price to the Customer. Filing a complaint shall not release the Customer from the obligation to pay the full price for the Goods delivered. Such a complaint shall only be considered if it is made in writing, otherwise it shall be null and void.
The liability borne by Orbpoltech towards the Customer for the non-performance or improper performance of the Agreement (as well as for any other reason) shall be limited, for each event, to the net value of the Goods covered by the Agreement and delivered to the Customer. If, for reasons beyond its control, Orbpoltech is unable to perform the Agreement (in whole or in part), Orbpoltech may withdraw from this Agreement (in whole or in part), without being held liable for any damages on this account. The liability borne by Orbpoltech for the Customer's lost profits shall be excluded.
Orbpoltech shall not be liable for any delay in delivery caused by a delay in the production of such Goods.
Orders should be submitted by the Customer to Orbpoltech in person, by registered mail (courier) or by email, using the appropriate postal or email address.
The assignment of rights and obligations derived from the Agreement between Orbpoltech and the Customer shall require the consent of the other Party, with the proviso that Orbpoltech may, at its own discretion and risk, subcontract the supply of Goods to third parties.
The ownership of Goods shall not pass to the Customer until the Customer has paid the full price for them. In the case of combination or mixing of items, Orbpoltech and the Customer shall become co-owners of such items.
Each Party shall undertake to keep confidential all the information and data referring to the other Party, received and obtained in the course of performing the Agreement. By the information and data referred to in the preceding clause, the Parties shall mean all the information disclosed (whether in writing, orally, electronically or otherwise, and whether directly or indirectly) by one Party or its contractors and co-operators to the other Party, whether before or on the date of this Agreement, including information on products, operations, processes, plans or intentions, know-how, industrial and intellectual property rights, trade secrets, market potentials, work organisation flows, details on the other Party's contractors and co-operators or other issues. The transfer, disclosure and use of information received by one Party from the other Party may only be made to entities entitled under the applicable law and within the scope set out in this Agreement or with the prior written consent of the Party concerned.
Should any provision of the Agreement concluded on the basis of the GTCs prove to be invalid or unenforceable, it shall not render the entire Agreement invalid or unenforceable, and the Agreement shall be interpreted as if the invalid or unenforceable provision had not been included. The rights and obligations of the Parties shall be adequately assigned. The Parties shall endeavour to change the provisions in question so that the objective of this Agreement is achieved to the fullest extent permitted by law.
Orbpoltech shall conclude Agreements with Customers exclusively in accordance with the terms and conditions set forth in the GTCs. The conclusion of Agreements in any other manner, in particular by failure to reply to the Order placed by the Customer, shall be excluded. Subject to the other provisions of the GTCs, any declarations made by Orbpoltech or the Customer relating to the Goods delivered by Orbpoltech (or by Orbpoltech's contractors), as well as any amendments or additions to Agreements concluded on the grounds of the GTCs, shall be made in writing or in electronic form, otherwise they shall be null and void.