GENERAL COMMERCIAL TERMS AND CONDITIONS OF DEMARKO
sp. z o.o. sp. k. SPECIAL TRAILERS Division
These General Commercial Terms and Conditions are applied by DEMARKO spółka z ograniczoną odpowiedzialnością spółka komandytowa with its registered office in Świętochłowice (41-605), ul. Sądowa 19, entered to the National Court Register kept by the District Court Katowice – East in Katowice, 8th Business Department of the National Court Register under number 0000399259, holding NIP (tax identification number): 6272729965 and REGON (statistical number): 242760491.
1.1. Whenever these General Commercial Terms and Conditions use:
1.2. GCTC – they shall mean these General Commercial Terms and Conditions including appendixes forming integral parts hereof;
1.3. DEMARKO – it shall mean the company operating under the business name of DEMARKO spółka z ograniczoną odpowiedzialnością spółka komandytowa with its registered office in Świętochłowice (41-605), ul. Sądowa 19, entered to the National Court Register kept by the District Court Katowice – East in Katowice, 8th Business Department of the National Court Register under number 0000399259, holding NIP (tax identification number): 627-272-99-65 and REGON (statistical number): 242760491.
1.4. CONTRACTING PARTY – it shall mean a natural person, legal person or organizational and legal entity without legal personality that makes a contract with DEMARKO for the purposes related to their business activity;
1.5. PARTIES – they shall mean DEMARKO, the Contracting Party or DEMARKO and the Contracting Party;
1.6. CONTRACT – it shall mean a contract of sale or delivery of specialized trailers produced by DEMARKO and subassemblies to such trailers (the object of performance) as well as contracts for the provision of maintenance services for the trailers sold or parts thereof, as concluded between DEMARKO and the Contracting Party;
1.7. FORCE MAJEURE – it shall mean any circumstances that may occur after the Contract is concluded and which could not be foreseen by and were beyond the control of any of the Parties and whose occurrence or consequences could not be prevented by any of them by the exercise of due care and whose consequences affect the ability, timely and due completion of the Parties’ obligations (damage, losses, delays); Force Majeure shall include especially such circumstances as: war operations, coup d’état, uprisings, terrorist attacks, natural disasters and abnormal weather conditions, catastrophes, embargoes, closing borders or major obstacles to traffic at borders, transportation bans issued by public authorities that make it impossible to complete the contract in whole or in part;
1.8. Hardship – it shall mean any (expected or unexpected) changes in legal regulations that apply to the Contract and make it impossible to complete it in a duly manner.
2. SUBJECT MATTER OF THE GCTC
2.1. The GCTC specify the rules for concluding and completing Contracts.
2.2. The GCTC form an integral part of each Contract and apply from the moment they are delivered to the Contracting Party upon signature of the Contract for the entire term of performance thereof.
2.3. The GCTC are communicated to the Contracting Party upon placing an order by the Contracting Party at the latest and they are also available at DEMARKO’s registered office and at www.demarko-trailers.com.
2.4. If the Contracting Party remains in permanent commercial relations with DEMARKO, acceptance of these GCTC by the Contracting Party upon the first order shall be deemed to be the acceptance hereof for any orders placed later on, unless the Parties agree otherwise;
2.5. Article 384 of the Civil Code shall apply in the cases specified therein.
3.1. In order to commence the procedure for concluding the Contract, the Contracting Party makes a request for quotation by calling at +48 32 230 25 75 or by sending an e-mail to DEMARKO’s commercial representative at email@example.com, or in writing to the address of the registered office. In their request the Contracting Party asks about the possibility of and conditions for purchase of the objects of performance or services indicated in such request, and after receipt of the quotation prepared by DEMARKO according to the request submitted, the Contracting Party places an order within 14 business days.
3.2. A quotation as to the price is valid for 14 business days, unless the quotation specifies otherwise.
3.3. A quotation presented by DEMARKO is not tantamount to the automatic booking of subassemblies, raw materials and working time of machines needed for manufacturing the products covered by the quotation, nor to the booking of a production schedule.
3.4. Marketing materials, information given at DEMARKO’s website, advertising information contained in booklets, folders and other media are provided for illustrative purposes only and they do not constitute an offer within the meaning of Art. 66 of the Civil Code.
4. ORDERS AND CONTRACTS
4.1. Effective conclusion of a Contract is conditional upon an order being placed by the Contracting Party in reply to a quotation submitted by DEMARKO. In the event when a quotation provides for receipt of a deposit, a Contract is concluded when the full amount of such deposit is credited to DEMARKO’s bank account.
4.2. An order can be placed in one of the following forms:
4.3. in writing by registered mail sent to DEMARKO’s address;
4.4. in writing directly at DEMARKO’s registered office;
4.5. by electronic mail to the address indicated in the quotation;
4.6. An order can be placed only by the persons authorized to represent the Contracting Party under an copy from the National Court Register (KRS), Central Register and Information on Economic Activity (CEIDG) or relevant power of attorney. Valid documents that enable identification of powers to conclude a Contract should be attached to the order.
4.7. An order sent by the Contracting Party must contain all necessary information required for completing the order, namely:
4.8. the Contracting Party’s details (company name, address of the registered office, KRS, NIP and REGON numbers);
4.9. number of the quotation referred to by the Contracting Party;
4.10. desired date of completion of the Contract;
4.11. agreed form of payment and currency of the order;
4.12. identification of a carrier and place of delivery;
4.13. date when the order was placed;
4.14. full name, telephone number and e-mail address of the person placing an order on behalf of the Contracting Party.
4.15. In the event when it is necessary to make changes to the technological design or when it is necessary to do extra and unforeseen work, DEMARKO shall not be responsible for any consequences of delay in completing the Contract.
4.16. Orders containing changes compared to the quotation or supplementing the content thereof shall not be treated as acceptance of such quotation, but as a new request for the possibility of concluding a Contract, which will require submission by DEMARKO of a new quotation. In such event the present quotation ceases to be binding.
4.17. Application of Art. 682 of the Civil Code shall be excluded, ie. no immediate reply to the quotation in relation to the Contracting Party with whom DEMARKO remain in permanent commercial relations shall not be deemed to be an acceptance of such quotation.
4.18. A Contract is made upon acceptance of the quotation by the Contracting Party (receipt by DEMARKO of an order). The Contract is composed of:
4.19. DEMARKO’s quotation;
4.20. The Contracting Party’s order;
4.21. these GCTC.
4.22. Regardless of the form of conclusion of the Contract, DEMARKO may correct any obvious typographical and numerical errors in the Contracting Party’s orders without affecting the content of the Contract.
4.23. The date of completion of the Contract is agreed individually depending on technological capabilities, availability of materials, subassemblies to trailers and other circumstances.
4.24. DEMARKO reserves the right to change the date of completion of the Contract, if it is necessary due to Force Majeure or Hardship. At the same time DEMARKO agrees to inform the Contracting Party of a postponed date of completion of the order 1 day before the deadline agreed in the Contract at the latest.
4.25. If DEMARKO finds out that the Contracting Party is insolvent, or a liquidation procedure is opened against the Contracting Party, or that the Contracting Party makes an assignment without a creditor’s consent, or for a Contracting Party being a foreign entity, a course of events occur by operation of law of the country where the Contracting Party’s registered office is located, which could produce similar effects to the ones described above, or if the Contracting Party fails to collect the object of performance on time, or is in delay with payment of the price or any part thereof, DEMARKO may terminate, in writing, in whole or in part, all the contracts made with such Contracting Party which are effective and uncompleted on the termination date, without setting any additional dates, or DEMARKO may demand a security in the form of a cash deposit or a bank guarantee, regardless of the payment conditions agreed previously.
5. PRICE AND PAYMENT CONDITIONS
5.1. A contract is performed after the full amount of the deposit specified in the quotation is credited to DEMARKO’s bank account.
5.2. DEMARKO will issue an invoice for the completed performance in accordance to the data indicated in the order. All prices given are net prices. VAT is added to net prices according to tax regulations in force as at the date of issue of an invoice, and shall be paid by the Contracting Party in the amount applicable as at the date when DEMARKO completed the performance.
5.3. In spite of any complaint made, the Contracting Party is obligated to pay full amount due under the invoice on the due date set.
5.4. In case of delay in payment of the price or a fee, DEMARKO shall have the right to cease performance of any Contracts made with the Contracting Party until all the outstanding liabilities of the Contracting Party are paid, or to terminate the Contract without setting any extra dates. In the event of termination, DEMARKO shall have the right to retain the deposit, demand payment of a contractual penalty specified in the Contract in the amount due for termination of the Contract caused by the Contracting Party’s actions, or to charge parking space rental costs to the Contracting Party up to the date of submission of a declaration on termination of the Contract.
5.5. Ownership to the object of performance delivered by DEMARKO to the Contracting Party under the Contract passes to the Contracting Party only after the full price or fee is paid. Until that moment the Contracting Party cannot transfer ownership, possession or custody of such objects to any other persons nor use them for own purposes. If the Contracting Party is in delay with making payments due under more than one Contract, DEMARKO has the right to apply any payment made by the Contracting Party for any invoice towards interest for delay in the first instance, and then towards the oldest outstanding dues.
5.6. DEMARKO allows for the possibility of setting off claims.
5.7. Any payment made before the due date does not authorize the Contracting Party to receive any discounts or rebates.
5.8. If the price or fee was agreed in a foreign currency, it must be paid in such currency only. Art. 358 § 1 of the Civil Code shall not apply.