General terms and conditions of sales and services ,,LAG Service Polska” Sp. z o. o. (OWSiU).
Sale of goods or provision of services (Subject of Agreement) by „LAG Service Polska” Sp. z o. o. (limited liability company) with its registered seat in Jasin, ul. Rabowicka 9A ( hereinafter referred to as „Seller” or „Party” ) is subject to these general terms and conditions of sale and services (OWSiU). Provisions of OWSiU shall be applied to all agreements pursuant to which Seller sells goods or fulfills Customer’s orders and commissions unless a written agreement provides otherwise. This OWSiU document excludes the application of other agreement templates not coming from Seller unless otherwise agreed by Parties in writing. OWSiU document is available on Seller’s website. Placing an order or commission by Customer is deemed a confirmation of this OWSiU document.
1. OFFERS.
1.1. Offers are binding for Seller as to prices and other conditions only for the period of time specified in an offer. In case if the validity of an offer is not specified, prices and other offer conditions may be amended at any time.
1.2. Information related to Seller’s goods and services, presented in catalogues, folders, brochures, etc. and published on Seller’s website is only indicatory and does not constitute an offer in the meaning of the Civil Code.
1.3. Any arrangements, assurances, guarantees, promises and amendments made in the verbal form by Seller’s employees or representatives in relation to making an agreement, placing an offer or confirming an offer are not binding for Seller and cannot constitute a ground for any claims against Seller.
2. CONFIRMATION OF ORDERS AND COMMISSIONS.
2.1. Acceptance of order or commission is valid only when confirmed in writing by Seller. Email message is also understood as a written confirmation. In case of any discrepancies between an order placed by Customer and an offer made by Seller, Seller’s confirmation is binding unless Customer withdrew an order in writing or by email, not later than within 1 (one) working day after the day when Customer received a written order confirmation from Seller. Any provided by law possibilities of tacit (implicit) conclusion of an agreement are hereby excluded. Working days are understood as days from Monday to Friday, excluding Saturdays and public/statutory holidays in Poland.
2.2. Customer may place an order in written, verbal or email form.
2.3. Customer’s order, if it was not placed based on a form used by Seller, should include at least the following data: date, Customer’s name, address and NIP number, vehicle type specification, license plate number or chassis number/tank number, vehicle equipment and scope of works to be completed.
2.4 Seller may make the fulfillment of order or commission dependent on a prior payment by Customer of an advance payment towards a price in the amount and term specified by Seller.
3. DEADLINES, LIABILITY.
3.1. Agreed delivery terms are solely indicatory and may be changed. Seller is in delay only after receiving from Customer a written call to perform an obligation and failing to meet a term, not shorter than 10 working days, determined in this call.
3.2. A commencement of a delivery term is calculated from the moment of sending by Seller a written confirmation of Customer’s order (commission) and payment of advance payment (if required).
3.3. In any case, delivery terms are prolonged if Customer is in delay in sending documents and instructions necessary for reliable fulfillment of an order (commission) – even when this delay was not caused by Customer. In such a case, delivery term is prolonged until the above mentioned circumstances are gone, taking into account the time necessary for Seller to make delivery. Customer is not entitled to any claims due to the delay of delivery for the reasons mentioned above.
3.4. Failure to meet a delivery term by Seller for the reasons not attributable to Seller cannot constitute a ground for damages or agreement termination.
3.5. Seller is liable for damages occurred due to non-performance or improper performance of the obligation, however Seller’s liability is limited to real damages, excluding lost gains, production losses, downtimes, etc. Seller’s liability is limited in time – to 6 months after a collection day and is limited to the amount of agreed net price of the subject of the agreement.
3.6. Seller is not liable for any damages resulting from third persons’ acts or omissions.
3.7. By collecting goods or fulfilled service, Customer confirms that a type, quantity and quality of goods or services are compliant with the agreement.
3.8. Seller’s liability pursuant to the Civil Code for a statutory warranty for physical and legal defects of the subject of the agreement (product and service) is hereby excluded.
4. TRANSPORTATION.
4.1. A place of delivery of goods or services are Seller’s workshops/service stations, regardless of delivery conditions. Transportation costs are always charged to Customer unless the agreement specifies otherwise.
4.2. In case when Seller makes a dispatch or transportation, Seller acts solely as a representative on behalf of Customer, to the benefit of Customer and at the expense of Customer.
4.3. A risk of damage, destruction or loss of the subject of the agreement is transferred from Seller to Customer at the time when Seller releases the subject of the agreement and in case when it is commissioned to a carrier – at the time when the subject of the agreement is released to a carrier.
4.4. If Customer is in delay in collecting the subject of the agreement for a period longer than 3 days or if Customer failed to collect it in the agreed time in another agreed place, Seller shall call Customer in writing to collect the subject of the agreement within 7 days after receiving the call.
4.5. After the ineffective expiration of an additional term described in point 4.4 above, Seller is entitled to place the subject of the agreement in deposit or store it by itself, at the risk and expense of Customer.
5. FORCE MAJEURE.
5.1. Seller shall not be liable for damages arisen due to force majeure, including but not limited to fire, flood, terrorist attack, natural disaster and other external (outdoor) events of inevitable and extraordinary nature, which are beyond Seller’s control and could not be avoided by Seller.
5.2. A Party which had difficulties in fulfilling the agreement due to force majeure shall inform the other Party immediately, at the latest on or before 5 working days, about the occurrence and cease of force majeure.
5.3. A lack of notification as per point 5.2 above means that this Party will not be able to refer effectively to force majeure circumstance as a ground for releasing from the liability for non-performance or improper performance of the agreement.
5.4. A Party which had difficulties in fulfilling the agreement due to force majeure shall use all possible efforts to minimize the impact of force majeure on the performance of the agreement.
6. PRODUCT QUALITY GUARANTEE.
6.1. Product defects are covered by 6-month guarantee, calculated from the day of product collection, not longer however than 12 months from the production date. A guarantee refers solely to defects occurred due to reasons existing originally in the sold product and is limited to the delivery of defect-free parts for the parts that Seller found defective. Costs of dispatch, installation, vehicle downtime, trips to Seller’s service station and all other additional costs are paid by Customer.
6.2. A guarantee is excluded in case when Customer makes or orders to make changes or repairs of products delivered by Seller without a prior written consent of Seller, as well as in case of improper use of products or lack of maintenance.
7. PRICE – PAYMENTS – RESERVATION OF TITLE.
7.1. A valid price is a price specified in a cost estimate or in an order confirmation unless Seller will be forced to change the price due to valid price changes made by a product manufacturer or supplier. In such a case Seller is entitled to change a price included in the agreement, in proportion to changes made by a product manufacturer or supplier.
7.2. Prices specified by Seller are exclusive of VAT tax.
7.3. Prices do not include costs of insurance, delivery and transportation.
7.4. Invoices shall be paid without any deductions, in cash or by money transfer.
7.5. The payment is effected on the day when money is credited to Seller’s bank account.
7.6. In case of delayed payments, Customer is charged with interest for the delayed period.
7.7. A delayed payment of one invoice makes other amounts from all other invoices immediately due and payable in full even if they have a later due date on such invoices.
7.8. If a price was agreed to be paid in installments, failure to make one installment payment in due time gives Seller a right to demand immediately the payment of the outstanding amount, without a prior call to fulfill the agreement.
7.9. Regardless of the payment method, a subject of sale shall remain the property of Seller, whereas Customer becomes its legal owner only after a full payment of sale price, including interest and possible unjustified deductions.
7.10. Additionally, a title is restricted in case of Seller’s dues from other current transactions with Customer until dues related to the agreement are paid.
7.11. Seller, on Customer’s written request, will resign from a title restriction, providing that Customer has met all obligations under the agreement and has provided a suitable security, agreed in writing with Seller, for other dues from current transactions.
7.12. If Customer has a delay in the payment pursuant to more than one agreement, Seller has a right to apply any payment made by Customer for any invoice first towards default interest and then towards the most overdue payments.
7.13. Seller has a right to keep a product belonging to Customer until Seller’s claims for payment resulting from any agreements signed with Customer are effected or secured.
8. CONFIDENTIALITY
8.1. Parties undertake to keep confidentiality as to all information, including but not limited to the content of the agreement with amendments, technical, technological, trade, marketing, organizational and financial information referring to each Party, which in its entity or as a special combination or collection of elements is not commonly known to persons usually dealing with this type of information and is not easily available to such persons.
8.2. Parties will not disclose this information in any way to third persons without a prior explicit written consent of the other Party and will not use this information for their own purposes not related to the agreement.
9. FINAL PROVISIONS
9.1. All disputes shall be resolved in accordance with the Polish legal provisions and a competent court shall be a court competent for Seller’s registered seat.
9.2. In case if some provisions hereof become invalid or ineffective, other provisions shall remain in force.
9.3. Any amendments hereof shall be made in writing or otherwise shall be null and void.
9.4. Without a written consent of Seller, Customer cannot assign its claims resulting from the agreement to third persons.
9.5. Seller: Lag Service Polska sp. z.o.o., with its registered seat in Jasin, ul. Rabowicka 9A is a controller of personal data. The controller processes the following categories of personal data:
a. with regard to representatives: first and last name, PESEL, function in the representative body, email address and telephone number;
b. in case of other persons: first and last name, function, email address and telephone number.
Personal data will be processed for the following purposes:
a. conclusion and performance of the agreement, in particular for regular contacts related to the collection of goods, making payments – pursuant to art. 6 (1) (f) of the regulation of the European Parliament and the Council (EU) 2016/679 of April, 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) – hereinafter referred to as ,,RODO”, i.e. due to the legitimate interests of the Controller;
b. fulfillment of legal obligations of the Controller due to conducting a business activity, preventing fraud – pursuant to art. 6 (1) (c) of RODO, that is to say due to a circumstance that processing is necessary in order to fulfill a legal obligation of the Controller;
c. assertion of claims or protection of the Controller’s rights – pursuant to art. 6 (1) ( f) of RODO, that is to say due to the legitimate interests of the Controller.
Personal data shall be processed during the time of the agreement, including the time after its termination or expiration because of the possibility of Parties to exercise their rights resulting from the agreement and also because of the possible assertion of claims – until the claims of both Parties to the agreement are prescribed.
Personal data may be transferred to other entities in accordance with legal provisions and may also be transferred to entities to whom the Controller assigned processing of personal data due to the fulfillment of services for the Controller (suppliers of IT systems and services, carriers, entities providing other services: consulting, auditing, payment, tax, archiving, document destruction, etc.).
Providing personal data is voluntary but it is required for the conclusion and fulfillment of the cooperation agreement and failure to provide data will make the conclusion and fulfillment of the agreement impossible.
The Controller does not process personal data with the use of automated decision making tools, including profiling.
Persons to whom personal data refer have a right to request from the Controller an access to personal data, their correction, removal, transfer or processing limitation.
Persons to whom personal data refer have a right to object to data processing. In case it is found that processing of personal data by the Controller violates regulations on personal data protection, including RODO, persons to whom personal data refer have a right to raise a complaint to a supervisory body which is the President of the Personal Data Protection Office. Personal data will not be transferred outside the European Economic Area.
Customer is obligated to submit the above information to natural persons with whom Customer cooperates for the purpose of the agreement.
Jasin, March 1st, 2021