1.1 The General Terms and Conditions of Sale, Delivery and Payment (hereinafter: “GTC”) shall apply between INVADO Spółka z ograniczoną odpowiedzialnością as a seller and supplier (hereinafter: “Supplier/Seller”) and the respective buyer and purchaser (hereinafter: “Customer/Purchaser”), the Supplier and the Customer collectively also referred to as the “Parties”.
In case of conclusion of a contract by the Supplier with the Customer, the provisions contained therein shall be binding, the provisions of GTC shall apply only if not regulated in the agreement. In case the provisions of GTC are contradictory to the provisions of the agreement, the provisions contained in the agreement shall apply.
Any provisions differing from the terms of the GTC, in particular those contained in the Customer’s order terms, shall be binding on the Supplier only if expressly confirmed by him in writing. The unqualified orders or agreements do not imply the Supplier’s recognition of the differing provisions presented by the Purchase.
1.2 The GTC contain framework provisions regulating the conclusion and execution of the order, payment of the price, delivery of the goods, complaints and protection of the Buyer’s personal data.
1.3 These General Terms and Conditions of Sale, Delivery and Payment shall only apply to entrepreneurs within the meaning of Art. 4 of the Enterprise Act.
1.4 The GTC shall apply unless otherwise stipulated in the order, invoice or agreement.
2.1 In order to place an order, the Customer will send the Supplier an order in electronic form on the DoorIT ordering platform or to the email address indicated by the Supplier. Any other form of order placement will be considered valid only after it has been approved by the Supplier in accordance with the terms and conditions of the GTC.
2.2 The Supplier will confirm receipt of the order within 3 (in words: three) working days, in accordance with working hours, i.e. from Monday to Friday between 8:00 and 16:00 CET, excluding public holidays in the territory of the Republic of Poland, which does not require prior notification. In the confirmation, the Supplier shall indicate the necessity to make a prepayment, if required and the order completion date and the deadline for processing the order, or shall inform the Customer within that period that the order cannot be completed. The order completion date is indicated by the Supplier, however, this date may be changed by the Supplier due to the Supplier’s current needs and does not result in a delay in order completion. The order completion date depends on the total number of orders processed by the Supplier.
The order confirmation shall contain an indication of the goods, their quantity, unit and total price, date and method of delivery, possibly other comments. The Parties stipulate that only orders confirmed by the Supplier shall be deemed effectively placed and binding on the Parties.
2.3 All deliveries are always made from the Supplier’s warehouse, unless the Supplier specifies a different method of delivery.
2.4 The Supplier shall provide appropriate packaging for the ordered goods for transport, together with the necessary labels and a transport vehicle, the costs of which shall be borne by the Purchase.
2.5 In the case that the Customer is in default in the payment of a monetary obligation or in taking certain actions regarding the performance of an order, the Supplier may refuse to fulfil its obligation to perform the order until the Customer has fulfilled its obligation.
2.6 In the case of ordering non-standard goods, i.e., e.g., new assortment or custom-made goods, the date of order execution as well as its terms and conditions and price shall be agreed between the Supplier and the Customer on a case-by-case basis. Additional provisions and changes require written confirmation by the Supplier.
2.7 The Supplier may refuse to fulfil another order if the Customer is delayed in paying all or part of the amount due for a previous order, or if the advance payment is delayed.
2.8 The delivery date of the order is indicated by the Supplier individually for each order. The Supplier will then send an electronic invoice (if the Customer agrees), specification and CMR containing information on the assortment, quantity, unit and total price of the goods covered by the order.
2.9 There is the possibility of partial delivery of an order, by prior agreement between the Supplier and the Customer, or at the Supplier’s discretion.
2.10 The Seller shall organise transport to the Customer, regardless of the form of transport, and all transport costs and customs clearance costs related to export shall be borne by the Customer. Customs clearance shall be carried out by the Supplier with the support of the Purchase. The Customer shall bear the costs of insuring the goods during transport against the risk of damage, destruction or loss for the value specified in the order. The parties may agree on a different method of bearing the transport costs.
2.11 The customer is obliged to announce the collection of the order electronically at least 48 hours in advance, providing the details of the driver and the vehicle registration number.
2.12.1 The Customer shall be in default of acceptance of the goods if they fail to accept all or part of the ordered goods within the specified delivery period or refuse to accept the goods. The same shall apply if the goods are dispatched and delivered to another consignee at the Customer’s request and the latter fails to accept or receive the goods, or if other circumstances occur on the part of the Customer or the consignee which mean that the goods cannot be delivered or cannot be delivered on the indicated delivery date. The same applies to the delay or postponement of the shipping date at the Customer’s request.
2.12.2 If the Customer does not collect the goods, the entire amount of the order value becomes due. Further claims and rights of the Supplier shall not be affected.
2.12.3 If the Customer does not collect the goods or does not collect them by the specified date, or if dispatch is delayed at the Customer’s request, the Supplier shall be entitled, but not obliged, to store the goods at the Customer’s expense. Subject to the assertion of claims arising from the order and any further costs and expenses, the storage charge is EUR 35 / PLN 150 per pallet for each week started.
2.12.4 If the goods cannot be delivered to the Customer within 2 months, the Supplier shall be entitled to dispose of the goods otherwise, recycle or dispose of them or have them disposed of at the Customer’s expense, and to claim the cost back from the Customer. The same shall apply if the Supplier sets the Customer a reasonable period of time (14 days) with a request to accept the goods and the Customer allows this period to expire. Any remuneration from the fulfilment, insofar as it is accrued and less any costs and expenses of the fulfilment, shall be set off against the Supplier’s claims against the Customer. Otherwise, the Supplier’s claims under the order remain unaffected. The Customer’s claims for damages are excluded.
3.1 Unless otherwise agreed, the Supplier’s prices are net prices, costs, transport costs and taxes and duties.
3.2 All prices shown on DoorIT platform are quoted in EUR or PLN.
3.3 The unit price of the goods shall be deemed to be binding on the Parties at the time the order is placed/confirmed.
3.3.1 A material price change shall be deemed to have occurred if more than four months have elapsed between the conclusion of the agreement and the commencement of production (the period under consideration) and prices have changed by more than 5% (in relation to the net value of the goods in the respective delivery) during this period. The calculation of the price change is based on price increases on the one hand and price decreases on the other hand, which are decisive for the calculation and performance of the order and which fall within the period under consideration. The parties acknowledge and agree that it is necessary and sufficient for the supplier to specify the percentage changes that are relevant for the price adjustment.
3.3.2 If the parties are unable to agree on a price adjustment within 14 days of the start of negotiations, the supplier shall be entitled in the case of price increases and the customer shall be entitled in the case of price reductions to withdraw from the agreement with regard to the unfulfilled part of the order; claims for damages by the other party are excluded in this respect. Claims for services already rendered shall not be affected. Withdrawal from the agreement may only be notified to the other contracting party within a further 14 days after the failure of negotiations, and otherwise after the expiry of the 14-day negotiation period. For the duration of the negotiations and until the parties reach an agreement or until the expiry of the 14-day withdrawal period after the failure or expiry of the negotiation period, the obligations of the parties with regard to the products affected by the price change shall be suspended.
3.4 Unless otherwise agreed, invoices are due within 14 days of receipt of the invoice and are payable by bank transfer to the Supplier’s bank account.
3.5 In the case of exceeding the payment deadline, the Supplier has the right to charge statutory interest for delay in commercial transactions and to claim the costs of recovering the debt from the Customer.
3.6 In the case of a delay in payment, deterioration in creditworthiness or justified doubts about the solvency or creditworthiness of the customer, the Supplier shall be entitled – without prejudice to other rights – to demand immediate payment of all claims arising from the business relationship and to demand security or prepayment for future and overdue deliveries and, in the case of refusal, to withdraw from the agreement or suspend the order in progress. This shall not affect the Supplier’s right to claim damages for non-performance of the agreement.
3.7 Only undisputed or legally established claims entitle the Customer to set off mutual obligations. 3.8 Without the Supplier’s consent, the Customer may not assign its rights and obligations under the order or the agreement to another party, including the assignment of the Customer’s claims against the Supplier.
4.1 Loading and dispatch shall take place from the Supplier’s plant without insurance at the Customer’s risk, unless otherwise expressly agreed. The Supplier shall endeavour to take account of the Customer’s special wishes with regard to the type of shipment and the shipping route, without causing the Supplier to incur a corresponding obligation; any additional costs incurred as a result – even in the case of agreed freight-free delivery – shall be borne by the Customer.
4.2 The risk shall pass to the Customer at the latest when the goods are dispatched, even if partial deliveries are made or the Supplier has taken over performance of another service, e.g. transport and shipping costs. At the express request of the Customer and insofar as this is possible and feasible, the shipment shall be insured at the Customer’s expense against theft, damage, transport, fire and water damage and other insurable risks. If dispatch is delayed due to circumstances for which the Customer is responsible, the risk shall pass to the Customer on the day the goods are ready for dispatch. The delivered goods shall be accepted by the Customer, even if they have immaterial defects, without prejudice to any rights under these terms and conditions. The transfer of risk shall also take place with the loading or handover to the carrier if the dispatch is organised and carried out by the Supplier or if the transport costs are borne or disbursed by the Supplier.
4.3 The delivery date of the order is indicated by the Supplier individually for each Order. The Supplier will then send an invoice, specification and CMR containing information on the assortment, quantity, unit price and total price of the goods covered by the order.
4.6 In the case of force majeure or other unforeseeable events for which the Supplier is not responsible – such circumstances and events are deemed to be circumstances and events which cannot be prevented with due care and diligence in the ordinary management of the company – in particular in the event of natural disasters, fire, war, social unrest, orders or prohibitions by the authorities, terrorist acts, industrial disputes, shortages of raw materials, materials or energy, disruptions caused by political or economic events, transport or traffic disruptions, operational disruptions, plant breakdowns in production, sabotage, technical disruptions and/or interventions, etc., the contractual obligations of the parties shall be suspended for the duration of the disruption and to the extent of its consequences. the contractual obligations of the parties shall be suspended for the duration of the disruption and to the extent of its consequences. This also applies if such circumstances occur at the Supplier’s suppliers. If the resulting delays exceed a period of three months, the Supplier shall be entitled to withdraw from the agreement with regard to the scope of performance in question without the Customer being entitled to claim compensation for this.
5.1 All information regarding the suitability, processing and use of the products, technical advice and other information is given to the best of the Supplier’s knowledge and does not relieve the Customer of carrying out its own tests and examinations.
5.1.1 The Supplier reserves the right to make necessary or required technical changes, customary design changes, adaptations and correction of errors in brochures, product descriptions, data sheets, operating and use instructions, etc., which are not intended to constitute a defect. These do not constitute a defect unless they lead to a significant reduction in functionality so that the product cannot be used or implemented as intended.
5.1.2 Details contained in catalogues, brochures, leaflets, etc. may deviate from the norm due to material, manufacture and/or workmanship.
5.1.3 Deviations in size, weight, quality and material as well as other technical specifications which are customary in trade and/or industry do not entitle the Customer to complain about the goods.
5.1.4 Deviations in the structure and colour of the individual items in the delivery do not constitute a defect and cannot be contested insofar as they are justified by the nature of the materials used (wood, wood veneer, chipboard, veneers etc.) and are customary in the trade.
5.1.5 With regard to tolerances, national or European standards, industry regulations, generally recognised rules of technology and other customary commercial values and tolerances apply. A deviation or exceeding of the tolerance shall only constitute a defect if this is not customary in trade or industry and if it leads to a significant impairment of use or function.
5.1.6 The supplier is entitled to make structural and/or material changes as well as minor technical changes or adjustments without the consent of the customer, provided that these are in accordance with generally recognised rules of technology and do not lead to a significant deterioration in use or function.
5.1.7 In the case of custom-made products according to the Customer’s specifications, the guarantee is excluded if the defects are based on information, calculations or design and technical documents provided by the Customer. The Customer is obliged to assume all warranty obligations.
5.2.1 The Customer is obliged to inspect the delivered goods – also in the case of partial deliveries – for defects (in particular with regard to quantity, quality and dimensions) immediately upon receipt and to notify the supplier immediately of any complaints, but no later than within 7 days of receipt of the goods. The obligation of inspection extends to all large parts (doors, frames). This does not apply to hidden defects in goods or defects that cannot be detected during delivery.
5.2.2 The Customer must notify obvious defects immediately after delivery and before using, processing or reselling the goods, but at the latest within 7 days of receipt of the goods – in the case of hidden defects immediately after their discovery, but at the latest within 7 days of their discovery – in writing and in the prescribed manner, enclosing supporting documents, otherwise the goods will be deemed to have been accepted without defect.
5.2.3 In the case of damage to the delivery item, in particular broken door edges, the Customer bears the burden of proof that the Supplier is responsible for the damage and that it did not occur during transport or delivery. In this case, it is necessary to make the appropriate remark on the CMR document.
5.3.1 Goods supplied by the Supplier may only be used and installed or assembled in accordance with the installation instructions and notes (in particular assembly instructions, warning and information signs, etc.). Before assembly, the goods must be carefully checked and inspected for correctness and completeness, dimensions and design, as well as for defects, damage and suitability for assembly. Defective or damaged goods must be reported to the Supplier immediately and may not be assembled or installed unless this is done with the prior written consent of the Supplier. Transport damage must be noted on the consignment note and countersigned by the driver.
5.3.2 The Customer will provide the supplier with the opportunity to inspect and test the defective goods.
5.3.3 Defective goods may be subject to:
5.3.3.1 be replaced with new goods free of defects and returned to the Supplier or be disposed of, 5.3.3.2 be repaired at the Supplier’s expense within 30 days, plus the necessary time to deliver the claimed goods to the Customer,
5.3.3.3 reduce the price adequately to the value of the order by issuing an invoice correction.
5.3.4 Until the complaint has been finally resolved by the Supplier, the Customer is obliged to store the defective goods free of charge. The goods may not be reworked, exchanged or sold under pain of losing the right of complaint.
5.4.1 The Supplier shall be liable for defects in the delivery of newly manufactured products, which also include the lack of expressly guaranteed characteristics, to the exclusion of further claims and without prejudice to the provisions under clause 5.6 as follows: all those parts shall be repaired or replaced free of charge at the Supplier’s discretion which become apparent during the guarantee period in accordance with clause 5.4.2 from the date of handover and which prove to be unusable or their usability is significantly reduced as a result of circumstances occurring prior to the passing of risk, in particular due to defective design or manufacture, defective or bad materials, defective assembly instructions leading to incorrect assembly or faulty workmanship.
5.4.2 The Supplier provides the Customer with a guarantee for the ordered goods for a period of 24 months from the date of receipt of the goods.
5.4.3 No warranty is given for damage caused by improper installation, storage or assembly, improper use, natural wear and tear or improper modifications or repair work carried out by the Customer or third parties without the Supplier’s prior consent, which cannot be attributed to the fault of the Supplier. This includes, for example, improper or inappropriate use, faulty installation or commissioning by the Customer or third parties, faulty or negligent handling, unsuitable consumables, replacement materials, faulty construction work, unsuitable construction or substrate, atmospheric, chemical, electrochemical or electrical influences, excessively high or low structural and/or air humidity or comparable influences which may adversely affect the product, etc.
5.4.4 The guarantee is excluded in the case of non-compliance and non-observance of the installation, commissioning, operation and/or maintenance instructions provided by the Supplier.
5.4.5 The Customer shall provide the Supplier with the necessary time and opportunity to carry out any repairs and replacement deliveries that appear necessary to the Supplier at the Supplier’s reasonable discretion, failing which the Supplier shall be released from liability for defects. The above shall not apply if the rectification of defects is necessary in urgent cases for reasons of operational safety and to prevent disproportionate damage; in such cases, the Customer shall notify the Supplier without delay and shall be entitled to rectify the defect himself or to have it rectified by a third party and to claim reimbursement of the necessary costs from the Supplier, subject to the Supplier’s approval.
5.4.6 The Supplier shall bear the costs of subsequent fulfilment of the claim insofar as he is obliged to do so on the basis of the agreement or on the basis of mandatory legal provisions (e.g. transport and travel costs, labour and material costs, dismantling and assembly costs). The amount of such costs will be limited to normal and reasonable costs. Measures to increase the costs must be agreed with the Supplier in advance, otherwise the Supplier shall be released from the obligation to reimburse these costs; this also applies to all other costs if the Supplier has not had the opportunity to process the complaint or ensure subsequent performance. The Customer’s rights in respect of a defect are excluded if the Customer was aware of the defect at the time of installation or attachment of the defective item. If the defect remained unknown to the Customer as a result of gross negligence, the Customer may only assert rights for this defect if the Supplier deceitfully concealed the defect or accepted the quality guarantee of the item.
The instructions for handling complaints and grievances in accordance with the Supplier’s guidelines apply to the handling of complaints and grievances.
5.4.7 Further claims by the Customer, in particular a claim for compensation for damage that did not occur in the delivery item itself, are excluded – subject to the provision in accordance with clause 5.6.
5.4.8 The exclusion and limitation of the Supplier’s liability under clauses 5.4.1 to 5.4.7 shall only apply in accordance with the provisions and limitations under clause 5.6.
5.5.1 The Customer may withdraw from the agreement if the entire performance becomes ultimately impossible for the Supplier. If the impossibility occurs in the course of a delay in acceptance or through the fault of the Customer, the Customer remains obliged to provide the counter-performance. The same shall apply in the case of impossibility of performance by the Supplier.
5.5.2 In the case of a delay in performance within the meaning of clause 2 (in particular clauses 2.4 to 2.8) of these terms and conditions, and the Customer gives the Supplier in default a reasonable additional period of time with an express statement that it will refuse to accept the performance after the expiry of this period of time, and if the additional period of time is not observed, the Customer shall be entitled to withdraw from the contract.
5.5.3 In addition, the Customer has the right to withdraw from the contract if the Supplier allows a reasonable additional period of time to expire for repair or replacement delivery in respect of a defect for which he is responsible within the meaning of the delivery terms. The Customer’s right to withdraw from the agreement also exists in other cases where the Supplier twice fails to rectify a defect or make a replacement delivery.
5.5.4 Subject to the provisions of clause 5.6, any other further claims by the Customer, in particular for termination or limitation as well as for compensation for damages of any kind, including such damages not occurring in the delivery item itself, are excluded.
5.6.1 The Supplier is liable for wilfulness and gross negligence as well as for fraudulent intent.
5.6.2 In the case of ordinary negligence, the Supplier is only liable for breach of material contractual obligations. Material contractual obligations are those the fulfilment of which characterises the agreement and on which the Customer can rely. In the case of culpable breach of material contractual obligations, the Supplier shall only be liable – except in cases of intent and gross negligence – for reasonably foreseeable damages typical of the agreement; liability for immaterial contractual obligations is excluded.
5.6.3 The exclusion of liability shall not apply in the case of injury to life, body or health resulting from the Supplier’s intentional or negligent breach of duty. Furthermore, the disclaimer shall not apply in cases where liability is incurred in accordance with the applicable statutory provisions.
5.6.4 The Customer’s entitlement to claim reimbursement of lost profits in connection with the occurrence of a defect in the goods and its consequences is excluded.
6.1 Until the claims arising from the business relationship with the Customer are settled in full, the sold goods remain the property of the supplier. The Customer is entitled to dispose of the purchased goods in the ordinary course of business.
6.2 The retention of title also extends to the full value of the product as a result of processing, mixing or combining the goods at the Supplier, whereby the Supplier is deemed to be the manufacturer.
6.3 Reservation of ownership or seizure of the delivery item by the Supplier shall not constitute withdrawal from the agreement.
6.4 The goods and the claims in lieu thereof may not be pledged to third parties or transferred as security before the Supplier’s claims have been paid in full. The Customer shall immediately notify the Supplier by registered letter of any seizure of goods and receivables belonging to the Supplier by third parties (e.g. seizure, confiscation, etc.).
6.5 The Supplier shall be entitled, but – unless otherwise agreed – not obliged, to insure the delivery item at the Customer’s expense against theft, breakage, fire, water and other damage, unless the Customer has taken out insurance himself.
6.6 Properly delivered goods are not returnable. If the Supplier nevertheless accepts the return of goods in exceptional cases and with express written consent, the Supplier shall be entitled to deduct 30% of the value of the goods for inspection, repair and storage purposes. The acceptance of goods is limited to goods in stock and is always subject to the condition that the goods are new, free of defects and saleable. If the goods returned to the Supplier are not in a defect-free and saleable condition, the Supplier shall be entitled to definitively refuse acceptance of the goods and return them to the Customer at the Customer’s expense and/or dispose of them after setting a reasonable period of time. Products made to a special order or goods produced for the Customer are in principle not returnable. The mere receipt of goods returned by the Customer shall not be deemed to be an acceptance of the goods back by the Supplier, even if the return is by mutual agreement.
7.1 All information resulting directly from these GTC, as well as information obtained by the Customer in relation to the performance of the order or the agreement, including in particular all organisational, commercial and technical information concerning the Supplier and not made publicly available, shall be considered confidential information and as such shall not be disclosed to third parties. This obligation shall not apply where the obligation to provide information results from mandatory legal provisions or where the information is generally known or available.
7.2 In particular, the Customer undertakes to treat as confidential information concerning the volume of trade, prices applied, discounts, product specifications, logistical agreements, technical and technological data, under pain of the Supplier withdrawing from the order or the agreement for reasons attributable to the Supplier.
7.3 The Customer declares that he will not use confidential information for any other purpose than for the fulfilment of the order and that he will provide such information with due protection appropriate to its confidential nature. The obligation to keep the information confidential shall remain in force after the execution of the order or agreement.
8.1 If any provision of the agreement or any future provision is wholly or partially invalid or unenforceable, becomes legally invalid or unenforceable at a later date and/or contains a loophole, this shall not affect the validity of the remaining provisions of the agreement. In place of the invalid or unenforceable provisions or in order to fill a loophole, a corresponding provision shall apply, which, as far as legally possible, is as close as possible to what the contracting parties intended or would have intended in accordance with the meaning and purpose of the agreement, had they considered the matter when concluding this agreement or when subsequently incorporating the provision. If the provisions of the GTC have not become part of the agreement in whole or in part or are ineffective, the remainder of the agreement shall remain effective.
8.2 Any disputes shall be settled amicably in the first instance and, in the absence of agreement, by the court having jurisdiction over the registered office of INVADO sp. z o.o.
8.3 Without the written consent of the Supplier, the Customer may not transfer the rights and obligations subject to the GTC and/or from the agreement to third parties.
8.4 The application of foreign law is excluded; only Polish law shall apply, the provisions of the GTC shall not be subject to the United Nations Convention on Contracts for the International Sale of Goods, even if the Customer is based abroad.
8.5 The Supplier may amend, suspend or revoke these GTC for important reasons, in particular in the case of changes to the applicable legislation. The amendments to these GTCS as well as suspension or termination of orders may not violate the Customer’s acquired rights. Any changes will be published on the website.