I. General Provisions
1. These General Terms of Sales and Provision of Services are general contractual terms within the meaning of Art. 384 of the Polish Civil Code and are applied by API.PL Sp. z o.o. with the registered office in Rąbień, ul. Okrężna 37, entered in the National Court Register with the no. KRS 0000345423.
2. These general terms are an integral part of contracts made with API.PL Sp. z o.o. as well as orders, and they are binding for both parties, unless it arises otherwise from a written contract.
3. These General Terms of Sales and Provision of Services apply only to contracts made by API.PL with business entities/entrepreneurs who are not consumers within the meaning of Art. 22(1) of the Polish Civil Code.
4. The expressions used in these General Terms of Sales have the following meaning:
a) API.PL – API.PL Sp. z o.o. with the registered office in Rąbień, ul. Okrężna 37, entered in the National Court Register with the no. KRS 0000345423, NIP (tax no.) 7322136134;
b) Client – an entrepreneur/business entity who is not a consumer within the meaning of Art. 22(1) of the Polish Civil Code, and who purchases products, goods, or services from API.PL, where such a purchase is linked directly to the professional nature of the business operations the entrepreneur/business entity conducts as well as an entrepreneur/business entity who purchases products, goods, or services from API.PL, where such a purchase is not linked directly to the professional nature of the business operations the entrepreneur/business
entity conducts (an entrepreneur/business entity with the rights of a consumer);
c) Parties – API.PL and Client;
d) General Terms of Sales (further: GTS) – these General Terms of Sales and Provision of Services by API.PL;
e) Goods – products and goods sold by API.PL;
f) Consumables – goods other than devices;
g) Service – all services provided by API.PL to the Client which are linked to a sales contract or which are provided independently;
h) Carrier – a courier, transport company, or freight company used by API.PL to send products to the Client.
5. The provisions of these GTS may only by amended in writing (including by e-mail or fax), otherwise any modifications will be deemed null and void. The fact of making a separate sales contract or a contract for provision of services excludes the application of these GTS only to the extent which is regulated differently in the contract.
6. All changes to a Contract or an order require a written consent of API.PL.
7. The Parties exclude the application of Client’s model/draft contracts (in particular general terms, model/draft contracts, rules etc.).
8. All details published on the API.PL website as well as in catalogues, pricelists, and portfolios are for information only, and they are not an offer within the meaning of the Polish Civil Code, but are only an invitation to place orders.
9. Catalogue prices of goods and services included in API.PL pricelists are for information only, and they are binding as at the date of sending/providing a pricelist. API.PL reserves the right to change catalogue prices.
10. All information provided by API.PL concerning the purpose and use of goods offered by API.PL may not constitute grounds for any claims. In the case of consumables, the Client is obliged to perform tests before use, which will enable them to determine unambiguously whether the material is fit for the Client’s purpose. API.PL may not be held accountable on the grounds of unfitness of the goods for the Purchaser’s needs nor for the use, application, processing, or storage of the goods.
11. Non-faulty goods may not be returned.
II. Making the Contract
1. A contract is deemed as concluded when:
a) a commercial offer made for the Client by API.PL has been accepted with no reservations within the offer validity period; or
b) the Client has placed an order (offer) and API.PL has started to complete it (this does not apply to sales contracts concerning devices and contracts for provision of services), or when the Client has placed an order (offer) and API.PL has declared that it has accepted the order.
2. Commercial offers made by API.PL are drawn up in writing and delivered to the Client by post, e-mail, or in person; they are binding within the period specified in the offer. The Client may accept the offer in the manner specified in the offer.
3. When API.PL introduces changes or additional elements to an offer which has already been made, it is recognized as a new commercial offer which supersedes all offers made before.
4. When the Client accepts an offer made by API.PL or places an order, it means that the Client consents to all the GTS being applied with no modifications whatsoever.
5. The Client may place an order by post, e-mail, or in any other manner agreed by the Parties.
6. An order should include the Client’s data, personal data of the person placing the order, description of the ordered goods (e.g. catalogue no. of the product, product type and quantity, other details which make it possible to identify the ordered products unambiguously), detailed address of the place where the products are to be delivered, and the proposed delivery date.
7. An order is binding for the Client from the date on which it was placed. It is not possible to cancel the order after API.PL has confirmed that it has accepted the order or it has started to complete the order (in the event of sales contracts concerning products other than devices).
8. If API.PL is not able to complete a Client’s order according to what is stated in the order (e.g. due to the specified amount of goods being unavailable, a different date of completion/delivery), then, within 2 working days of receiving the order, API.PL will determine together with the Client the scope of the order which will be completed.
9. If API.PL is not able to perform an entire contract or its part for reasons independent from API.PL and related to a supplier of goods, API.PL may rescind the entire contract with the Client or a part thereof. API.PL may not be held accountable for any damage suffered as a result by the Client.
10. If Client’s petition bankruptcy has been filed, settlement proceedings have been initiated with the Client’s creditors, or a decision about the Client’s liquidation or the actual discontinuation of the Client’s operations has been made, API.PL has the right to rescind the contract and recognize all payments received as a compensation for the resulting damage.
III. Price and Payment Conditions
1. In API.PL pricelists, prices of goods are provided in Polish zlotys (PLN) or other currencies.
2. Prices of goods provided in pricelists, offers, or order confirmations are net prices to which VAT must be added at the rates applicable on the date when the relevant VAT invoice was issued.
3. If a pricelist, offer, or order confirmation includes prices in foreign currencies:
a) any translation of the price to PLN included in the offer or order confirmation is for the purpose of information only;
b) the Client may receive a VAT invoice in a foreign currency or in PLN; if the VAT invoice for an offer or an order which includes prices in a foreign currency is issued in PLN, the prices from the offer or the order are translated into PLN at the average NBP rate applicable on the date on which the VAT invoice was issued.
4. The payment must be made in the currency that is consistent with the VAT sale invoice.
5. The payment is recognized as made when the API.PL’s bank account is credited.
6. If API.PL issues a corrective invoice, the Client undertakes to sign a copy of that invoice and send it to API.PL.
7. If the Client delays the payment of the entire price for the delivered goods or service or a part thereof, API.PL has the right to charge the Client with statutory interest for the period of delay.
8. If the payment is delayed for over 30 days, API.PL:
a) hands the case over to a third-party debt collector and charges the Client with the costs of debt collection;
b) has the right to rescind the contract without setting an additional deadline for the payment. API.PL may not be held accountable for any damage suffered on that account.
9. If the Client delays the payment for any invoice issued earlier, API.PL has the right to suspend the performance of any sales contracts or contracts for provision of services made with the Client (including the delivery of goods to the Client and provision of a service) until the overdue amount has been paid with due interest, to rescind those contracts, and to refuse to accept any further orders.
10. If any circumstances arise which show that there is a risk that the Client will fail to perform its obligations on time, API.PL reserves the right to suspend the deliveries of products and to refuse to accept orders until the payment is properly secured.
11. API.PL has the right to dispose of the receivables on contracts made with the Client at its own discretion; in particular, it has the right to recognize any amounts paid as a payment of the oldest debt or interest.
12. The Client may set off its receivable against a receivable of API.PL only subject to a written consent of API.PL.
13. API.PL holds the title to the goods or other objects until the Client has paid the whole price for the goods or the service.
IV. Terms of Delivery; Release and Collection of Goods
1. The date and place of the performance of a contract will each time be agreed upon by the parties. Dates of deliveries stated in confirmations are approximate. Deliveries may be made in parts; for each partial delivery, API.PL may issue a separate invoice.
2. Orders concerning a shipment of consumables placed in the office of API.PL in Rąbień or Aleksandrów Łódzki before 02.00 p.m. and in API.PL Divisions before 12.00 are completed on the same working day, if the goods are on stock.
3. The Parties agree that the costs of loading the goods for transport are paid by API.PL, and the costs of unloading the goods are paid by the Client, regardless from who pays the costs of transport. The Client is responsible for the proper unloading of the goods.
4. API.PL may deliver the goods to the Client to the address specified in the order on its own, if an authorised employee confirms that it is possible. The risk of a loss of or damage to the goods is transferred from API.PL to the Client upon the delivery of the goods to their destination.
5. The goods may be transported to the place specified in the order by an external carrier. In such a case the goods are recognized as released upon entrusting them to the carrier. If the order does not include any information about the choice of a carrier by the Client, it is understood as a consent to the delivery of the goods by the carrier with whom API.PL cooperates on a regular basis.
6. The goods are transported to the place specified by the Client in the order. If the delivery address is changed after the order has been placed, all resulting costs are paid by the Client.
7. The Client ensures that a person authorised to collect the delivery on its behalf is present in the place and on the date of delivery, and a refusal to accept the product or an absence of an authorised person do not release the Client from the obligation to pay for the goods and the transport.
8. API.PL may not be held accountable for any possible damage to the goods during transport, in particular in the event when the Client has failed to meet all formal conditions of collecting a damaged delivery, to draw up the damage report upon the collection of the goods, and to notify API.PL of the fact in line with Sec. IV(11).
9. If an order is placed but the goods are not collected or are collected on a different date, which results in additional fees being charged by the carrier, the Client bears all the additional fees charged by the carrier (e.g. costs of storage, repeated delivery etc.).
10. API.PL may not be held accountable for releasing the goods with delay if:
a) the delay is a result of a delayed delivery of the goods to API.PL by the supplier of the goods or has occurred through the fault of the carrier;
b) the delay is a result of a suspended release of goods by API.PL referred to in Sec. III(9)-(10) of these GTS.
11. Upon the collection of the goods/delivery, the Client undertakes to:
a) inspect the packaging carefully for any possible visible damage caused in transport, inspect the quality and quantity of the goods, check the goods for any identifiable defects (e.g. dents and other mechanical damage), and check whether the goods are consistent with the specification included in the offer/order;
b) take all action to determine the responsibility of the carrier and draw up a relevant damage report where all defects or damage of the goods are recorded.
12. Signing of the delivery document/consignment note delivered with the goods is a confirmation that the delivery is consistent with the delivery document/consignment note/VAT invoice delivered with the goods and, therefore, is a confirmation that API.PL has performed its obligation properly.
13. The Client may not be released from its obligations referred to in Sec. IV(11) above and avoid the consequences of a failure to perform them by referring to the adopted practice of trade and collection of goods. The Client may resign from the visual inspection referred to in Sec. IV(11) at its own risk; however, it is obliged to sign the delivery document/consignment note.
14. In the event of deliveries where an inspection in the presence of the courier/carrier is impossible or too timeconsuming, the Client is obliged to inspect the goods and report promptly to API.PL all possible defects in quantity, not later, however, than on the date following the delivery acceptance date.
15. If the Client has processed the goods in any way, API.PL is released from its responsibility for the inconsistency of the delivered goods with the order or the order confirmation.
16. If any quality defects are found in delivered consumables, the Client is obliged to:
a) notify API.PL of the fact within 2 days of finding quality defects by sending a complaint to firstname.lastname@example.org which may be downloaded from www.api.pl, together with a photo documentation of the defect and a photo of the label/serial number;
b) send the sample of the goods with visible defects and the information about the manner of use and storage of the goods;
c) stop using the consumables if any quality defects are found during the production process;
d) send the delivered goods back to API.PL in original packaging with serial numbers if the complaint is accepted.
17. API.PL will process the complaint within 14 days of receiving it together with a sample of the consumables. The complaint may be processed only if the consumables have been stored according to their properties. If quality defects are found in the delivered consumables, API.PL will, at its own discretion, replace the consumables with ones free of quality defects or return the value of the consumables proportionate to the extent of the quality defects found.
18. Unfitness of the goods to the Purchaser’s purposes is not a quality defect.
19. The right of the Purchaser to report a claim in relation to any quality defects of goods delivered expires after 14 days of the delivery date.
20. The fact of making a complaint concerning quality defects of the goods and the period of waiting for the processing of the complaint by API.PL do not constitute the grounds for postponing the deadline for the payment for the goods and do not release the Client from the obligation to pay.
V. Contractual Guarantee; Statutory Guarantee
1. A contractual guarantee concerning a device sold by API.PL may be granted to the Client by API.PL or by the manufacturer on the terms and conditions specified in detail in the contractual guarantee sheet accompanying the goods or on the manufacturer’s website. If there is no contractual guarantee sheet accompanying the goods, it means that API.PL does not grant a contractual guarantee for the goods concerned.
2. API.PL is released from its obligations on the grounds of a contractual guarantee if the Client was aware about a defect of the goods at the moment of the release of the goods.
3. The statutory guarantee governed by the provisions of the Polish Civil Code is excluded with regard to contracts made with Clients based on these GTS.
4. API.PL has the right to suspend any guarantee procedures until the Client has paid all overdue amounts owed to API.PL.
VI. Detailed Principles of Service Provision
1. These GTS apply to the provision by API.PL of services in relation to sales contracts (maintenance services) unless the provisions in Sec. VI state otherwise.
2. A Client may place an order for maintenance services by filling in the maintenance service form available on www.api.pl and sending the signed form by e-mail to email@example.com.
3. By accepting the service offer prepared by API.PL, the Client undertakes to do the following in relation to the placed order:
a) pay the costs of repair, which include, among other things, the costs of spare parts, consumables, labour, and transport, calculated based on the rates applicable in API.PL at the time (this does not apply to the repairs performed under a contractual guarantee granted to the Client);
b) provide access to the device to the maintenance worker on the agreed date and in the agreed time;
c) provide access to the device in a room, with the technical parameters specified by the manufacturer (power, room size, temperature, humidity);
d) ensure the presence of a person authorised to accept the service.
4. Before the provision of a service, a device acceptance report is drawn up which specifies the condition of the device upon its delivery to the API.PL maintenance worker. The report must be signed by the Parties. If the Client does not sign the report, API.PL will rescind the contract for the provision of services for reasons attributable to the Client.
5. If it occurs during the provision of the service that it is necessary to provide other services which are not included in the order or that it is necessary to sell additional spare parts or consumables, API.PL will provide the additional services after the Client has accepted the scope and cost of the works.
6. If API.PL finds at the Client’s that it is not necessary to provide the service or if the Client fails to ensure the proper conditions for providing the maintenance services referred to in Sec. VI(3) above, the Client is obliged to pay the travel costs of the maintenance worker and the working hour cost at the applicable rates of API.PL specified in the maintenance services pricelist.
7. API.PL grants a contractual guarantee for services provided on conditions listed below:
a) the Client is obliged to report a defect in the provision of services in writing within 2 days of revealing the defect, not later, however, than within 7 days of the service provision date, or else the Client loses its rights under the contractual guarantee;
b) if the Client’s complaint is accepted, API.PL undertakes to remove the defect in the services provided, free of charge, within 14 days of reporting the defect (in the event of a defect in maintenance services) or within 21 days of reporting the defect in the event of a defect in spare parts;
c) if API.PL finds that there are no grounds for reporting a defect in maintenance services, API.PL may charge the Client with costs incurred in relation to the report made by the Client, in particular costs of travel and costs of drawing up an expert opinion to verify the grounds for the report.
8. The Client loses its right under a contractual guarantee for services provided by API.PL if:
a) the serviced object is used in the manner which is inconsistent with its purpose, manufacturer’s recommendations, or recommendations included in the manual;
b) the Client hides from API.PL other damage to the serviced object or irregularities in its operation other than those reported or fails to notify API.PL of them;
c) the Client provides untrue information concerning the serviced object, its manner of operation, condition, or the degree of wear;
d) the Client performs repairs, changes, or modifications of the serviced object on its own or commissions third parties to perform them;
e) the Client uses consumables other than those recommended by API.PL.
9. A contractual guarantee does not cover consumables.
VII. Force Majeure; Liability
1. API.PL may not be held liable for a non-performance or improper performance of its obligations if that is a result of circumstances caused by force majeure.
2. The responsibility of API.PL for damage caused to the Client (regardless from legal grounds) is limited to the value of the order or the service to which the claim pertains.
3. API.PL may only be held liable for actual loss and not for profit which the Client could have earned if damage had not been incurred (loss of profit).
VIII. Final provisions
1. All materials and documents received by the Client in connection to the placement of orders or sales of goods are confidential. The Client may use them for its own purposes only; the Client may not provide them to third parties and is obliged to protect them against the access of third parties.
2. All representations made between the parties in order to make or amend a contract should be delivered to the other party by post, fax, e-mail, or in person or else will be deemed null and void.
3. The provisions of the Polish Civil Code apply to all matters which are not regulated in these GTS.
4. If a provision of these GTS turns out to be inconsistent with the applicable law or is found invalid or ineffective under a ruling of a competent court, this does not have an effect on the validity and effectiveness of the remaining provisions. In such an event, the Parties undertake to amend the provision accordingly, preserving the original intentions of the Parties.
5. The court of general jurisdiction competent for the place where the registered office of API.PL is located is competent for resolving all possible disputes.
6. These General Terms of Sale enter into effect on 17 May 2021.