GENERAL TERMS AND CONDITIONS
GENERAL TERMS AND CONDITIONS
1. General conditions
1.1 These delivery terms are valid for all offers submitted by and for orders placed with CREO for the sale and delivery of goods (hereinafter referred to as “goods”) carried out by CREO, as well as for all contracts with CREO that apply to them.
1.2 The terms of delivery of a third party or customer of the CREO company (hereinafter referred to as the Customer) are hereby expressly excluded.
1.3. The Customer may invoke provisions being a derogation from these terms of delivery only if and in the scope of their confirmation by CREO in writing form.
1.4 Incoterms 2000 formulas are applicable and form part of these provisions of the general terms of delivery. In the event of a discrepancy between the general terms and the Incoterms 2000 formulas, these general terms and conditions apply.
2. Offers of orders and contracts
2.1 All price offers shall remain valid for a period of 30 days from the date of order confirmation by the Customer.
2.2 Orders placed and offers accepted by the customer can not be canceled.
2.3 The obligations of the CREO company arise only when the offer is accepted in writing or upon commencement of its implementation.In addition, CREO’s obligations apply only to the extent specified in writing. Commitments or verbal agreements with CREO employees are not binding unless they are confirmed and their scope determined in writing.
2.4. These terms and conditions apply to both contract changes as well as other separate agreements.
2.5 The minimum order value is 2000 PLN for silicone coated materials. In the case of orders with a value less than PLN 4000 PLN for siliconed materials, delivery costs will be added.
3. Design drawings, data transfer, documents
3.1 Catalogs, photo brochures, diagrams, data on weights and measures and similar disclosed information are binding only if and to what extent it has been expressly agreed in writing.
3.2 CREO is not obligated to provide construction drawings, production drawings and detailed drawings.
3.3 The installation or assembly schemes provided by CREO are provided for information purposes only. They are not based on mathematical or quantitative data or scientific models.
3.4 You may not transfer or disclose to third parties documents or data produced by CREO without the express permission of CREO.
3.5. CREO shall not be liable for any breaches of the rights of the Customer or third parties arising from the use of drawings, models, instructions, etc. provided by the Customer.
4. Price
4.1. Prices agreed by or agreed with CREO are net prices, i.e. they do not include VAT and are valid for deliveries ex-works or ex warehouse of goods without packaging. They also do not include the costs of packing, loading, transport, unloading, insurance, installation, assembly and / or other services.
4.2 Prices may change as a result of exchange rate fluctuations and other circumstances, such as an increase in own costs, affecting the change in the purchase price in the period between the valuation date and / or sending the offer and the date of order confirmation by the customer.
4.3 Retro discount, if agreed with the customer, will be paid out 3 months after the end of period retro discount refers to, but just in case of sustained business relation with customer at the moment of payment, means having opened orders from customer in Creo for all products active within period discount refers to.
5. Delivery and delivery Times
5.1 The CREO company, at its sole discretion, has the right to estimate the delivery date based on customary practices. The term of the contract is calculated from the moment the contract is concluded, after CREO receives all necessary items, documents and data from the customer, as well as after receiving by CREO agreed advance payment or any agreed security for the payment given to her.
5.2 Except for situations specified in art. 7.3 goods to be delivered by CREO are deemed delivered when they leave the CREO plant or warehouse or are involved by third parties for transport or for the benefit of the Customer.
5.3 The fact that delivery is not completed within the prescribed period does not entitle the Customer to claim for additional or substitute damages, or fail to comply with any of its own obligations under the contract. However, the customer has the right to terminate the contract by way of a written statement, provided that the CREO company still fails to deliver the goods in question within a reasonable time agreed with the Customer in writing.
5.4 The dates of delivery are extended by the time of delay in the performance of the contract caused by force majeure. These dates will also be extended by the Customer’s delay in fulfilling contractual obligations or other obligations that CREO can expect to fulfill.
5.5 If CREO has approved a fine for late delivery, it is obliged to pay this penalty only if the delay in delivery occurred as a result of negligence on the part of CREO, and the Client provides evidence of actual losses incurred as a result of late delivery. The amount of the penalty can in no case be higher than the actual loss incurred by the client.
5.6 CREO reserves the right to partial deliveries. Each partial delivery will be considered as a separate delivery in accordance with the scope of applicability of these terms.
5.7 CREO reserves the right to deliver goods in an amount 10% smaller or larger in relation to the confirmed delivery volume.
6. Risk and transfer of ownership
6.1 At the moment of the presumption of delivery of goods in accordance with art. 5.2; 5.3 or art. 7.3. the risk for the goods delivered by CREO is on the client’s side.
6.2 Loading, shipping or transport, unloading and insurance of goods to be delivered takes place at the customer’s risk, even if they are performed by CREO.
6.3. Industrial and intellectual property rights for goods related to the goods to be delivered, as well as for documents, objects and / or services related to them remain the property of CREO or third parties entitled to them and are in no way transferred to the customer.
7. Receipt of delivery, checking the goods
7.1. The customer is obliged to cooperate without delay in the scope of agreed inspections or checks of the goods. In the absence of timely cooperation by the client in the scope of making checks / inspections or inability to carry them out within the agreed time, delivered items are considered accepted and received.
7.2 The customer is obliged to accept the delivery when preparing the delivered goods for transport or shipping.
7.3 If the customer does not show willingness to cooperate in the timely or timely inspection, inspection or acceptance of deliveries, the goods will be deemed delivered at the time possible or expected from the inspection company CREO inspection or receipt, in deviation from the provisions contained in Article. 5.2.
7.4 CREO has the right to claim compensation for damages and costs incurred as a result of refusal or delay in carrying out the inspection, check or acceptance.
8. Force majeure
8.1 CREO has the right to invoke a force majeure if the implementation of the provisions of this contract becomes impossible or difficult in whole or in part, temporarily or not, through circumstances beyond its reasonable control, including blocking the building or strike, certain breaks at work or so-called Italian strike and lockout, delivery delay to CREO of parts, goods and services ordered from third parties, other than circumstances that may be attributed to CREO, accidents and business interruptions.
8.2 In the event of force majeure on the part of CREO, its liabilities shall be suspended. If the force majeure lasts for more than 3 months, both CREO and its client have the right to terminate the impracticable part of the contract by means of a written statement, without prejudice to the provisions of Article. 12.
9. Warranty
9.1. The CREO company guarantees for the good quality of delivered goods in the scope of defects and construction, material or finishing defects found during the warranty period and reported to the complaint within the prescribed period. The company is obliged to re-free delivery or free repair of the goods in question, or to rewright for good
Customer’s account to a reasonable extent, or part of the amount for which the invoice for the goods in question is made. The decision as to which of the above solutions will be used remains the responsibility of the CREO company.
9.2 The warranty period, expressed in number of months, is delivered on request of the buyer.
9.3 Visible defects and faults must be reported by the Customer to the complaint no later than on the day of inspection or inspection of the goods, and in a situation where such inspection or inspection was not agreed, within 14 days from the date of delivery of the goods. Failure to meet these deadlines will result in the expiration of any claims against CREO.
9.4 Complaints about other defects and defects must be submitted in writing within 14 days of their discovery, under pain of losing the right to any claims against CREO.
9.5. After submitting a complaint, the Customer is obliged to treat the delivered goods with due diligence until CREO selects one of the corrective actions specified in art. 9.1.
9.6. All warranty rights shall expire if:
a) CREO’s instructions regarding the storage, testing, installation, assembly, monitoring, maintenance and / or use of the product are not strictly observed;
b) the delivered goods are used in a manner inconsistent with the contract or their intended use;
c) The customer or third parties not engaged by CREO undertook without its consent activities involving the goods delivered by CREO.
d) the Customer has not fulfilled any of his obligations to CREO under the terms of this agreement, or has not completed them in a timely manner or duly.
9.7 The warranty obligations on the part of CREO towards the Customer for goods or parts of goods acquired by CREO from third parties may in no case apply to a greater or a longer period than the warranty obligations of the abovementioned third parties to CREO. The CREO company will be released from its obligations as soon as its claims towards third parties are transferred to the customer.
9.8 At the request of the CREO company, the customer is obliged to enable it to perform warranty actions and inform CREO immediately of any obligations that allow CREO to reduce the costs on its side.
9.9 In the case of quality complaints of the delivered goods, the basis for accepting the complaint is the label on the packaging containing the necessary information that is basic for starting the complaint handling process. In the event that it is necessary to exchange the goods – and the complaint is finally not recognized – the customer is obliged to cover all transport costs of the material and elements for replacement.
10. Liability and release from liability for damages
10.1 The responsibility of CREO for the defectiveness of the goods it provides is limited to fulfilling the warranty obligations set out in the previous article
10.2 The CREO company is under no circumstances obliged to pay substitute or additional damages costs, except for compensation for damages arising from the intended action or gross negligence of CREO or its employees. The CREO company in none the accident is not liable for loss of profits, consequential or indirect damages if they have not arisen as a result of the intended action of CREO.
10.3 If the CREO company is obliged to pay damages compensation , its amount will not be higher than – according to CREO’s discretion – the invoice value for the goods or goods it claims to have suffered damage, or if the damage is covered by the CREO insurance policy the amount will be paid to the company by the insurer.
10.4 If a penalty is imposed on CREO, the obligation to pay compensation is limited to the amount of the fine, without prejudice to the provisions of Article. 5.5.
10.5 All claims against CREO, with the exception of claims recognized by it, expire after 30 days from the date of the claim.
10.6 The conditions limiting, excluding or constituting the liability to which the CREO company is subject by its suppliers or subcontractors in the scope of the delivered goods may be imposed by the CREO company also on the Customer.
10.7 CREO employees or independent contractors engaged by CREO to perform the contract may take all remedies permitted by this Agreement to the Customer as if they were themselves a part to this contract.
10.8 The customer assumes responsibility and covers the costs of claims by third parties against CREO, its employees and independent contractors engaged by CREO to implement the contract to the extent that this contract is executed, provided that the scope is greater or different than CREO’s obligations to customer.
10.9. The customer is obliged to strictly comply with domestic or international government restrictions on export, import and their use for the delivered goods. It covers damages incurred by the CREO company for non-compliance with these restrictions.
11. Payments and security
11.1. Payments must be made within the time period consistent with the invoice issued. Payments should be made to the bank account indicated by the CREO company. The CREO company reserves the right to request full or partial payment at any time in the form of a down payment, and / or to secure payment.
11.2. The customer is deprived of the right to count towards the sums receivable sums collected by the parties and between the parties. All payments made by the customer will be credited in the first instance towards the oldest unpaid payment arrears. The existence of warranty claims does not result in suspension of payment obligations on the part of the Customer.
11.3 If the Customer fails to make the due payment in accordance with the provisions set out above, this shall be deemed as a delay in payment without the necessity of notification. At the moment of delay in payment on the part of the Customer, all other receivables of the CREO company from the Customer become due and the Customer with immediate effect and without the need to notify is in default of settling these claims. Starting from the day of delay in payments on the part of the Customer, he is obliged to pay to CREO statutory interest for each month or part of the month of delay.
11.4 All costs incurred on the part of the CREO company in connection with collecting the Customer’s receivables will be charged to the Customer.
12. Termination of the contrach
12.1 If the Customer fails to fulfill one or more of his obligations, fails to complete them in due time or duly, declaring bankruptcy, demanding a (temporary) moratorium on debt repayment, carrying out activities to terminate his business or if his assets have been seized pursuant to a court decision entirely or parts, CREO has the right to suspend performance of the contract or terminate the contract in whole or in part without the necessary notice of improper performance of the contract by submitting a written statement at its discretion and reserving all rights vested in it under the reimbursement agreement, loss compensation and interest returns.
12.2. The customer has the right to terminate the contract only in the event of circumstances referred to in art. 5.3 and 8.2 of these terms and conditions, but only upon payment to CREO of all amounts due to it on that day, irrespective of whether they are already due.
12.3 If the contract is terminated pursuant to art. 12.1 before delivering the agreed goods, CREO has the right to receive the full agreed price for these goods, reduced by the sum of the savings arising directly from the termination of the contract. If the contractual relationship expires on the basis of art. 12.2, CREO has the right to receive a part of the agreed price for the goods in proportion to the scope of activities already undertaken in relation to the agreed goods and the activities required for them, reduced by the sum of the savings arising directly from the termination of the contract. The customer pays the full costs of all expenditures already incurred and the investments made before the contract was terminated.
13. Legal disputes and jurisdiction
13.1 Any disputes arising within the scope of the delivered goods or interpretation of these general terms of delivery shall be resolved only in the court of the nearest establishment of CREO offering, valuing, supplying and selling goods, unless CREO chooses another authority.
13.2 The contract is subject to the laws of the country in which the CREO establishment providing the goods is located.