General Sales Terms | Neodynamic

I. General Provisions

These General Terms and Conditions of Sale of Goods and Services (hereinafter "GTC") apply to all contracts of sale, exchange, mandate, for specific work, as well as construction works offered by Neodynamic Sp. z o.o., with its registered office in Tyniec Mały (hereinafter "the Supplier").
The GTC are available on the website www.neodynamic.pl.
The GTC constitute an integral part of the contracts referred to in point I.1 above and are binding on both parties to such contracts, unless the parties agree otherwise in writing. In the event of any conflict between the GTC and the content of the contract concluded between the Supplier and the other party (hereinafter "the Purchaser") that cannot be resolved by interpretation of the provisions, the contract provisions shall take precedence.
The Purchaser's general contractual terms may apply only to the extent that they are not inconsistent with the provisions of these GTC and only if confirmed in writing by both the Supplier and the Purchaser.
The "subject matter of the order" within the meaning of the GTC means machines, devices, tools, spare parts and any other movable items, as well as services, which have been or are to be delivered/performed/provided by the Supplier in connection with its business activities, under a civil law contract concluded by the Supplier.
Descriptions of goods and services offered by the Supplier contained in drawings, catalogues, brochures or other Supplier documents shall be binding on the Supplier upon conclusion of the contract only if such documents have been expressly indicated in the content of the contract concluded between the parties.
All announcements, advertisements, price lists and other information relating to the goods and services offered by the Supplier do not constitute an offer within the meaning of the Civil Code and should be treated merely as an invitation to enter into a contract.

II. Fulfilment of Orders by the Supplier

In order to conclude a contract, the Purchaser submits to the Supplier a written order specifying the goods or services that the Purchaser intends to obtain.
The contract is concluded upon acceptance of the order by the Supplier, which occurs by means of written confirmation of the order containing the final commercial terms of the contract.
Both parties are bound, under pain of invalidity, by the written form of all agreements.
Documents on the basis of which the contract is concluded (the order and its confirmation, or the contract) should be delivered between the parties in person, by post, fax or other electronic means of communication in a form that is beyond doubt as to the originality of the documents and guarantees that third parties cannot alter their content.
Contracts must be signed or issued by representatives of the parties authorised to represent them on the date of conclusion.
Both parties are obliged to cooperate closely during the performance of the contract.
The Supplier fulfils its obligation to the Purchaser at a contractually agreed price or remuneration.
The order placed by the Purchaser is accepted for fulfilment on the basis of a written order submitted to the Supplier.
The Supplier's statement of acceptance of the order with reservations or additions that do not change the essential content of the order shall be deemed its acceptance subject to the reservations contained in the statement.
The Supplier allows for the conclusion of individual cooperation agreements and reserves the right to accept orders in part and to reject them without giving a reason.
Unless otherwise specified, the prices of products/services do not include value added tax (VAT), delivery costs to the Purchaser or other additional services. All other costs arising during the fulfilment of the order — e.g. packaging, cutting, transshipment, customs duties and other charges and taxes — shall be borne by the Purchaser.
The Supplier reserves an order fulfilment accuracy margin of plus/minus 5% where the subject matter of the order is goods delivered in quantities according to sales units (e.g. linear metres, m², pieces, kg).
The Purchaser is responsible for ensuring that the technical data, quality and quantity of material specified in its order or contract corresponds to its needs.
If the order does not specify conformity with a standard or does not contain a description of the required quality, the subject matter of the order will be delivered as ordinary commercial goods or services, without liability for special quality requirements.
Relevant certificates and attestations are attached if this requirement is indicated in the order or contract. The Supplier is responsible for ensuring that the attached documents relate to the delivered goods (services), but does not verify the information contained therein.
Delivery times quoted by the Supplier are for information purposes only. Failure to meet the delivery time entitles the Purchaser to enforce its statutory rights only in a situation where the Supplier, despite the Purchaser setting an additional period in writing (no shorter than 7 business days), still fails to fulfil the subject matter of the order, unless the circumstances referred to in point 17 apply.
The time for performance is extended by the duration of any obstacle arising due to circumstances beyond the control of the parties (i.e. late delivery by a sub-supplier, force majeure events, unforeseeable disruptions, transport and customs delays, transport damage, energy shortages, material and raw material shortages, etc.). The Supplier shall notify the Purchaser immediately of any such obstacle and its cessation.
The Purchaser is obliged to accept the goods or services promptly upon notification of their availability. In the event of delay in acceptance, the Purchaser may be charged storage costs. Each partial delivery constitutes a separate transaction and may be invoiced separately by the Supplier.
In the event of cancellation of the order in whole or in part, the Purchaser is obliged to cover all costs incurred by the Supplier in connection with the performance of the order.
Where the Purchaser chooses delivery arranged by the Supplier: a) The Purchaser shall ensure efficient unloading of the vehicle. The Supplier may charge the Purchaser for unjustified downtime; b) The Supplier reserves the right to change the time and date of delivery if difficulties beyond its control occur. In such circumstances, the Purchaser shall not be entitled to make a complaint.
The risk of delivery passes to the Purchaser at the moment of handover to the Purchaser's authorised representative, including a freight forwarder or carrier.
The order shall be deemed fulfilled upon delivery confirmed by a delivery protocol known as "WZ".
The Supplier accepts for fulfilment only orders whose one-time value exceeds PLN 500.00 (five hundred Polish zlotys) net. Orders for a lower amount are considered as not placed under these general terms and conditions of sale.
The Supplier shall not be liable for non-performance or improper performance of the contract in the event of failure by the Purchaser to provide, or the provision of incorrect/incomplete information relating to the order that is necessary for its performance.

III. Obligations and Rights of the Purchaser and Supplier

The Purchaser is obliged to inspect the subject matter of the order as to quantity and quality immediately upon receipt.
The Purchaser is obliged to report any qualitative defects in writing immediately, but no later than 7 business days after receipt. To comply with the deadlines, notification of defects must be sent before the expiry of this period by email or registered letter to the Supplier's address.
The Supplier is released from all warranty liability if the Purchaser was aware of the defect at the time of concluding the contract, placing the order, being presented with the offer, delivery of the Order Acceptance Confirmation or the delivery note.
In the event of detecting defects, the Supplier undertakes to replace the subject matter with one free from defects or to remedy the defect. Replacement shall take place immediately if defect-free goods are available in the Supplier's warehouse; otherwise within 3 months from the date of reporting the defect. If defect-free goods are not delivered within the above periods, the Purchaser is entitled to withdraw from the contract. The Purchaser who accepts the goods despite revealed defects may request a price reduction.
The Supplier may refuse to remedy the defect if doing so would require excessive costs exceeding the value of the subject matter.
If only some of the goods are defective and can be separated from the defect-free goods, the Purchaser's right to cancel or withdraw is limited to the defective goods.
If the Purchaser withdraws from the contract due to a physical defect or demands delivery of defect-free goods, it may not return the goods without prior consultation with the Supplier.
Warranty rights for physical defects expire after one year from the date on which the goods were delivered to the Purchaser.
Quantitative and/or qualitative contestation of the goods does not entitle the Purchaser to withhold payment for the performance carried out by the Supplier.
The Supplier shall not be liable for goods used in a manner inconsistent with their intended purpose and technical properties, or where damage resulted from execution and design errors by third parties or failure to comply with the manufacturer's instructions.
The condition for accepting returns of goods accepted by the Supplier is that they must be undamaged, unprocessed in the Purchaser's production processes and identifiable as to the parameters in the certificates. Factory-packed goods must be in their original, undamaged packaging.
Claims for damages arising from defects or damage caused by actions prohibited by the Purchaser are excluded.
Instructions regarding further processing, assembly, start-up and operation provided by the Supplier must be strictly followed. The Supplier's liability is excluded in the event of the Purchaser's failure to comply with such instructions or failure to meet legally specified conditions for commissioning or placing goods on the market.
Invoices issued by the Supplier are payable without any deductions within the period indicated on the invoice, counted from the date of issue.
In the event of payment delay, the Supplier is entitled to charge statutory interest for late payment.
In the event of payment delays or other actions by the Purchaser detrimental to the Supplier, the Supplier reserves the right to suspend performance until the obstacle is removed.
In the event of ordering goods or services and then withdrawing from their purchase (e.g. by cancelling the order), the Supplier is entitled to charge a contractual penalty of 25% of the value of the unfulfilled order. Any advance payments shall be credited towards this contractual penalty.
The Purchaser shall pay the Supplier a contractual penalty of 25% of the net order value for withdrawal from the contract by the Supplier for reasons attributable solely to the Purchaser, or in the event of the Purchaser's withdrawal for reasons beyond the Supplier's control. The contractual penalty shall be payable upon the Supplier's first written demand.
The Supplier is entitled to seek compensation exceeding the amount of the stipulated contractual penalties under general rules.
In the event of a delay in the agreed payment deadline exceeding 30 days, the Supplier reserves the right to withdraw from the contract and to demand the return of the delivered goods.
The Supplier has the right, even during the performance of the contract, to introduce necessary changes to the specification of goods or services, provided that such modifications do not change the fundamental character and safety of the goods and services.

IV. Warranty

The Supplier may grant the Purchaser a warranty for the subject matter of the order.
In the event of granting a warranty, unless otherwise specified, the warranty period shall be: a) for new production items — 12 months; b) for other subject matters (i.e. repaired/refurbished goods or products) — 6 months; counted from the day on which the Supplier delivered the subject matter to the Purchaser. The above warranty periods may differ from the warranty periods granted by the Manufacturer.
The warranty does not cover parts worn naturally during normal use, or mechanical and other damage caused by operation inconsistent with the operating instructions.
The Supplier is obliged to consider any complaints from the Purchaser within 14 business days of receipt of the complaint.
The Purchaser shall pay the Supplier a contractual penalty of PLN 1.50 net/km; PLN 120 net/hour of work per employee for each unjustified warranty claim referred to in points 1–4. An unjustified claim means a situation where the Purchaser claims for remedying defects in the subject matter in a situation where the Contractor is not liable for the reported defects.
Statutory warranty for physical defects of goods provided for by the Civil Code is excluded.

V. Liability of the Parties

If the Purchaser does not accept the GTC, it is obliged to withdraw from the contract in writing.
In the event of withdrawal from the contract, the party due to whose fault the withdrawal occurred shall pay the other Party a contractual penalty of 20% of the net value of the goods or services to which the withdrawal relates.
The Supplier's total liability for damages in connection with the performance of the contract, under all titles, is limited to the net contractual remuneration value.
The Supplier shall be liable only for actual damages suffered by the Purchaser as a result of the Supplier's non-performance or improper performance of the contract. For the avoidance of doubt, the Supplier's liability for any loss of profit, production loss or loss of use, loss of contracts, customers, production stoppage and any other lost benefits is excluded.

VI. Confidentiality Clause

Each party undertakes to treat as confidential all information obtained as a result of negotiations and conclusion of the contract, relating to: technical, production, business, financial, operational, administrative, marketing matters and know-how.
The parties undertake to comply with the Act of 16 April 1993 on combating unfair competition with regard to maintaining confidential information, and in particular to keep secret information covered by Trade Secret that has been entrusted to them by the other Party or obtained in connection with the performance of the contract.
The parties also agree that information covered by Trade Secret shall be disclosed to third parties only upon receipt of the written consent of the other Party.
The parties agree that the confidentiality obligation does not cover: a) information that is publicly known; b) information known to the Party before disclosure by the other Party; c) information obtained from third parties who had the right to possess and disclose it.
The parties also agree that the relevant Party shall be released from the confidentiality obligation if disclosure is required by mandatory provisions of law.
In each such case, the disclosing Party shall be obliged to: a) immediately inform the other Party of the obligation to disclose; b) disclose only such part of the information as is required by law; c) take all possible steps to ensure the confidentiality of the disclosed information.
Each Party bears responsibility for maintaining the obligation of confidentiality by its employees, consultants and associates.

VII. Rules for Acceptance and Assembly of Ordered Goods

Where the Supplier is obliged under the contract to assemble the delivered goods, commencement of assembly requires a notification of assembly readiness from the Purchaser (in the form of a letter, email or fax). The date and time of assembly shall be agreed by the parties, but no later than 10 days from the Supplier's notification of readiness. In the event of exceeding this period, the Supplier is entitled to charge a storage fee of 1% of the invoiced value for each day of storage.
In the context of assembly, the Purchaser is obliged in particular to: a) ensure unloading of the delivered goods and secure their storage until the commencement of assembly; b) ensure vehicular access to the assembly location; c) provide free of charge the energy necessary for assembly and powering the device, and enable access to sanitary facilities; d) provide premises for the Supplier's welfare facilities; e) enable tests and trials of the installation in connection with assembly of the devices.
Completion of the assembly stage by the Supplier commences the testing stage. The Purchaser is entitled to carry out tests within 3 business days. Use of the machine after this period without written approval for operation results in loss of warranty on the device.
The Purchaser undertakes to carry out acceptance immediately after the testing stage, unless the parties agree otherwise.
Prevention of or delay in the performance of any stage of the order for reasons attributable to the Purchaser entails the obligation to cover all costs incurred by the Supplier in connection therewith. Settlement shall be based on the Supplier's current price list.
Unless the parties agree otherwise, the document confirming the Purchaser's acceptance of the device, post-completion documentation and accompanying elements, as well as the conduct of training, is the order acceptance protocol signed by the Purchaser and the Supplier.
Breaking warranty seals results in loss of warranty on the device and in such case a warranty/guarantee service call shall be charged according to the price list.
Unjustified refusal by the Purchaser to sign the acceptance protocol does not prevent the Supplier from issuing a VAT invoice.
The only justified basis for refusing to accept the completed works is defects that completely prevent the use of the subject matter of the order.

VIII. Final Provisions

The party that is unable to fulfil its obligations as a result of force majeure shall notify the other Party within 3 business days. Force majeure means any extraordinary, external events that the party was unable to foresee or avoid, including in particular war, riots, fire, flood, earthquake or other random events, as well as acts of public authority, nationwide or industry-wide strikes.
The Supplier is entitled to deduct from the performance security all amounts due from the Purchaser, including contractual penalties specified in these general terms and conditions of sale.
All disputes relating to the performance of contracts shall be resolved by the court of general jurisdiction competent for the registered office of the Supplier.
Both parties undertake that if any part of the contract is deemed invalid or legally defective, the remaining part shall remain in force, in particular the provisions on limiting the liability of the parties.
Matters not regulated by these GTC shall be governed by the relevant provisions of the Civil Code.
These general terms and conditions of orders are in force from 01.01.2018.

IX. Personal Data Information

We inform you that the data controller of your personal data is Neodynamic Sp. z o.o., with its registered office in Tyniec Mały at ul. Krótka 4, 55–040 Kobierzyce, email: biuro@neodynamic.pl, tel. +48 71 707 31 80.

Your personal data is processed on the basis of Article 6(1)(b) of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, for the purpose of performing the contract concluded with you. Providing personal data is a necessary condition for the performance of the contract.

Your personal data will be stored for the duration of the contract and for the mandatory retention period of accounting documentation, as well as for the period necessary to demonstrate the manner of contract performance in connection with any potential court or administrative proceedings.

The data controller does not transfer your personal data outside the Republic of Poland, the European Union, the European Economic Area, or to any international organisation.

Rights of the Data Subject:

You are entitled to the following rights: the right of access to data and its copy, the right to rectification, the right to erasure, the right to restriction of processing, the right to object, the right to data portability, the right to lodge a complaint with the President of the Personal Data Protection Office, and the right to withdraw consent. Rights may be exercised by contacting: biuro@neodynamic.pl

Disclosure of Data:

Your personal data will be shared with third parties such as: debt collection companies, law firms, banks, postal operators, carriers, partners providing technical services (e.g. IT services) and institutions authorised by law.

General Terms and Conditions of Sale of Goods and Services