GENERAL TERMS AND CONDITIONS OF PURCHASE LUXON LED
GENERAL TERMS AND CONDITIONS OF PURCHASE
applicable in the company LUXON SP. Z O.O.
§1. DEFINITIONS
Whenever the following terms, beginning with a capital letter, are used in these General Terms and Conditions of Purchase (hereinafter referred to as GTP), they shall have the following meanings:
1. General Terms and Conditions of Purchase Luxon sp. z o.o. or GTP – The General Terms and Conditions of Purchase made available by the Ordering Party on the website: https://luxonled.eu.
2. Ordering Party – LUXON sp. z o.o. located in Krępice at ul. Kwiatowa 45 (55-330), registered in the business register of the National Court Register kept by the District Court for Wrocław-Fabryczna in Wrocław, IX Commercial Division of the National Court Register under the number KRS: 0000138301, REGON: 932025487, NIP: 8942513867, share capital: 122.500,00 PLN, BDO: 000030611.
3. Supplier – The entity to whom the Order is directed.
4. Subject of the Agreement or Delivery – The item or items specified in the Order to be delivered by the Supplier to the delivery location indicated by the Ordering Party in the Agreement or other services of any kind to be provided by the Supplier.
5. Agreement – The legal relationship between the Ordering Party and the Supplier to which the GTP apply, including the agreement formed by placing an Order by the Ordering Party and then its written or electronic confirmation by the Supplier.
6.Order – The Ordering Party’s declaration of intent expressed in writing or electronically to purchase goods or services from the Supplier, specifying: the name of the goods or services, catalog number, price, payment terms, quantity, unit of measure, conditions, place, and date of delivery.
7. Force Majeure – An external event of a sudden, extraordinary nature, unforeseeable and beyond the control of the Parties, including natural disasters, which occurred after the conclusion of the Agreement and which makes it impossible for the Parties to perform the Agreement or timely perform other obligations included in the Agreement.
§2. GENERAL PROVISIONS
1. The General Terms and Conditions of Purchase constitute an integral part of all Orders placed by the Ordering Party to the Supplier. The GTP, together with the Order accepted by the Supplier, form a unified Agreement concluded by the Parties and represent the entire arrangement between the Parties regarding its subject.
2. The General Terms and Conditions of Purchase apply to all deliveries of goods and services resulting from mutual business relations between the Ordering Party and the Supplier. By fulfilling the Order, the Supplier fully acknowledges the General Terms and Conditions of Purchase.
3. Any changes to the General Terms and Conditions of Purchase bind the Parties only if explicitly and mutually agreed upon by the Parties in writing, under penalty of nullity.
4. The use of any contractual templates, including general terms, conditions, regulations, etc., functioning at the Supplier is excluded.
§3. ORDER CONFIRMATION AND ACCEPTANCE
1. The Supplier is obligated to confirm the acceptance of the Order no later than within 2 business days from the date of placing the Order by the Ordering Party. The confirmation of acceptance of the Order may occur:
a. In writing – to the delivery address indicated in the Order, or
b. Electronically – to the electronic delivery address indicated in the Order.
2. The lack of timely confirmation of the Order by the Supplier is equivalent to the refusal to accept the Order for execution.
3. In the case indicated in point 2 above, the Supplier is not entitled to claim any costs related to the execution of the Order from the Ordering Party.
4. It is presumed that the person confirming the Order on behalf of the Supplier is authorized to act on its behalf.
§4. DELIVERY CONDITIONS
1. The delivery dates indicated in the Order are binding and mean the date of delivery of the goods to the Ordering Party’s headquarters or another location specified in the Order. If the delivery location is not specified in the Order, the delivery location is the Ordering Party’s headquarters. The timeliness, quality, and quantity of delivery are of fundamental and strategic importance to the Ordering Party. The Supplier commits to deliver the ordered goods within the timeframe specified in the Order.
2. Delivery will be completed in full without division into parts unless otherwise indicated in the Order. Partial deliveries are permissible if this is indicated in the Order or if the Ordering Party has previously given written consent.
3. The Supplier is obligated to secure the goods in a way that prevents their damage or destruction during transport, particularly by providing appropriate packaging that guarantees safety and proper delivery. This obligation also applies when the Supplier only makes the Subject of the Agreement available to the Ordering Party in a warehouse, office, or another place where the goods are collected by the Ordering Party. The Supplier is in all cases responsible for any damages caused by defective or inappropriate packaging, regardless of the Delivery conditions agreed upon in each individual case.
4. The Delivery will be confirmed by a signed Delivery note document by representatives of the Parties.
5. If the Supplier is unable to complete the Delivery within the specified time in whole or in part, they are obliged to immediately inform the Ordering Party, stating the reasons and the probable time of delay. The lack of information or providing information indicating that the Delivery will not be completed on time as specified in the Order is grounds for the Ordering Party to withdraw from the Order.
6. The Ordering Party may refuse to accept the Delivery, particularly if the Supplier does not simultaneously provide the Delivery document containing the Order number, specification of the delivered goods, quantity, and value, and all necessary certificates, certifications, and warranty cards as agreed. The Ordering Party is not responsible for any delay in the acceptance of Delivery and the payment date resulting from this.
§5. PRICE
1. Prices specified in the Order are fixed and binding for the Parties and are not subject to change. The Supplier commits to execute the Order at the Price specified therein, which constitutes the net price.
2. The Price includes, in particular: transportation costs to the place of delivery, packaging of goods, documentation, unloading, insurance, and taxes unless otherwise specified in the Order.
§6. INVOICE
1. A condition for issuing a VAT invoice is the prior delivery of the complete and defect-free Subject of the Agreement to the location agreed upon between the Parties and acceptance by the Ordering Party confirmed by a signed Delivery note document unless otherwise agreed by the Parties.
2. A VAT invoice may be issued before the date of delivery of the Order if required by applicable legal regulations, particularly to document a payment constituting an advance towards the Order.
3. The VAT invoice should be issued in accordance with applicable legal regulations and must include:
a. Order number and date
b. Quantity and unit prices of the goods
c. Payment terms and deadline consistent with the Order
d. Detailed listing of previously paid advances
e. Supplier’s bank account number
4. The Supplier is obligated to deliver the VAT invoice to the Ordering Party to the following email address: zakupy@luxon.pl within 1 day from the date of issuance.
5. If the VAT invoice delivered to the Ordering Party does not contain the elements indicated in the GTP or if it was issued before the conditions entitling the Supplier to issue it occurred, the Ordering Party has the right to return the incorrectly or unjustifiably issued VAT invoice to the Supplier’s address. In such a case, the VAT invoice is considered undelivered, and the payment deadline does not start.
§7. PAYMENT AND DEADLINES
1. The Subject of the Agreement will be performed in the material and temporal scope specified in the submitted Order.
2. Payment will be made each time based on the VAT invoice issued by the Supplier in accordance with the conditions of the GTP and then delivered to the Ordering Party.
3. The payment deadline is calculated from the date of delivery to the Ordering Party of a correctly issued VAT invoice and is at least 30 days.
4. The Ordering Party will make the payment to the Supplier’s bank account number indicated on the issued VAT invoice.
5. All payments will be made on the condition that the delivered goods are free of defects. If the Ordering Party detects and notifies the Supplier of defects in the delivered goods, the Ordering Party has the right to withhold partial or full payment until the defects are removed.
6. If the delay in the execution of the Order exceeds 14 days from the date specified in the Order or if the Delivery is non-compliant with the concluded Agreement or incomplete, the Ordering Party is entitled to:
a. Withdraw from the Order in whole or in part, and the Supplier is not entitled to claim any costs related to the execution of the Order from the Ordering Party;
b. Immediately procure materials from another supplier at the cost and risk of the Supplier.
7. If the Delivery deadline is not met, the delivery is incomplete, or the goods do not comply with the Order, the Ordering Party is entitled to refuse to accept the Delivery.
8. In case of delay in the execution of the Order or delivery of non-compliant or incomplete Delivery, the Supplier will be liable for compensating the resulting damage to the Ordering Party.
§8. WARRANTY
1. The Subject of the Agreement must be executed in accordance with the content of the Order, applicable standards, and regulations, for which the Supplier will provide the necessary documents, certifications, and certificates along with the Delivery of the purchased goods. The lack of required documents by the Ordering Party will be considered incomplete Delivery, which may result in refusal to accept it.
2. The Supplier ensures that the delivery of goods or provision of services will comply with the agreed quality and quantity in the Order and will meet all expressly required properties, features, and specifications. Delivered goods or provided services will be suitable for the intended use by the Ordering Party. If there is no explicit agreement specifying a particular quality of goods or services, the Supplier guarantees the highest quality available on the market. Goods or services must, in any case, meet the properties, features, and specifications customarily expected of comparable goods or services and suitable for their usual intended use.
3. Any non-compliance of goods or services with the Supplier’s assurances specified in point 2 above constitutes a defect.
4. The Supplier grants the Ordering Party a warranty for the Subject of the Agreement for the period specified in the Order. If the Ordering Party does not specify the warranty period in the Order, the Supplier grants a warranty for a period of 60 months. The warranty period begins from the day the Delivery note document is signed by the Ordering Party.
5. The Supplier is responsible for ensuring that the goods or services are free from defects regardless of the type of defect and for the entire warranty period. The Supplier is therefore liable regardless of whether the defect exists at the time of delivery or appears later during the warranty period.
6. In case of defects discovered during the warranty period, the Ordering Party is entitled, at their discretion, to:
a. Request replacement or repair of the defective goods, in which case the Supplier is obligated at their cost and risk to collect the defective goods from the location indicated by the Ordering Party and deliver defect-free goods to the location indicated by the Ordering Party.
b. Request the return of the defective goods at the Supplier’s cost and risk, in which case the Supplier is obligated to collect the defective goods from the location indicated by the Ordering Party and return the entire sale price obtained for the defective goods. If the defective goods are not collected within the specified time, the Ordering Party is entitled, at their discretion and at the Supplier’s cost and risk, to return them to the Supplier, store, destroy, or resell them.
c. Reduce the price of the defective goods, in which case the Supplier is obligated to return the sale price obtained above the actual value of the defective goods.
7. The Ordering Party is obligated to notify the Supplier of defects discovered during the warranty period within 30 days from their discovery. The Supplier is obligated to satisfy the Ordering Party’s request within 30 days from the date of receiving the defect notification.
8. In case of using defective goods in the production process conducted by the Ordering Party, the Supplier commits to compensate for the damage caused as well as return the sale price obtained for the defective goods.
9. If defects are discovered during the warranty period, the warranty period is extended each time by a period corresponding to the time from the day of defect notification to the day the defect-free Subject of the Agreement is delivered to the Ordering Party.
10. In case of delays in defect removal by the Supplier, the Ordering Party has the right to remove them at their own expense or to commission their removal to a third party at the Supplier’s cost and risk without losing the rights arising from the warranty or guarantee after first calling on the Supplier to remove the defects.
§9. FORCE MAJEURE
1. The occurrence of circumstances considered Force Majeure releases the Parties from liability for non-performance or improper performance of the Subject of the Agreement to the extent related to the Force Majeure.
2. The Party invoking Force Majeure is obligated to immediately notify the other Party of its occurrence, duration, and effects on the concluded Agreement, but no later than within 7 days, and simultaneously provide evidence to demonstrate the occurrence of Force Majeure.
3. Additionally, if the Party invoking Force Majeure is the Supplier, they are obligated to propose an alternative solution to minimize the effects of Force Majeure on the Ordering Party. The alternative solution may be implemented only after prior acceptance by the Ordering Party.
§10. FINAL PROVISIONS
1. The conditions of the Agreement between the Parties and any other accompanying agreements will be governed exclusively by Polish law.
2. In matters not regulated by the provisions of the GTP and not specified in the Agreement, the provisions of the Civil Code shall apply accordingly.
3. All disputes arising from the execution of the Order will be resolved primarily through amicable settlement.
4. All disputes arising from the execution of the Agreement that cannot be resolved amicably will be settled by the court competent for the location of the Ordering Party’s headquarters.
5. The invalidity of individual provisions of the GTP does not affect the validity of the remaining provisions unless the Parties decide otherwise.
6. The Ordering Party reserves the right to amend the GTP, provided that any changes to the GTP require written form under penalty of nullity. If the Supplier does not express objections to the changes in the GTP within 7 business days from the date of publication of the changes on the Ordering Party’s website, it is considered that the Supplier has accepted the changes to the GTP.
7. These GTP come into force upon their publication on the Company’s website at: https://luxonled.eu
Source: https://luxonled.eu