CONDITIONS

General Terms and Conditions
Terms of sale, delivery and payment of SWAGY TEAM

  1. General
    • The following conditions apply to our offers, sales, deliveries and other services. By placing an order or awarding a contract, the customer or purchaser accepts the terms and conditions as part of the contract. Amendments, even if they should have been agreed with us, require our written confirmation to become effective. We shall not be bound by any deviating terms and conditions of our clients, even if we do not expressly object to them. An exception applies in the case of our written confirmation.
  2. Offers and conclusion of contract
    • Offers by us are always subject to change until our written confirmation of the order. If an order is to be regarded as an offer in accordance with § 66 KC, we may accept it within two weeks. Contract amendments, supplements or collateral agreements require our written confirmation to become effective. The terms and conditions shall apply in their respective version.
  3. Prices
    • The prices stated are subject to change and are ex works excluding VAT and excluding packaging. We shall be free to invoice the costs of packaging separately. If, after the price lists have been drawn up, increases in material or labor costs occur, if there are increases in procurement costs due to sharp changes in exchange rates (over 10%) or if taxes or duties are increased, we shall be entitled to adjust the prices accordingly. A right of withdrawal from the contract for this reason is not given for both sides. Discounts and other price reductions granted shall cease to apply if our contractual partner files for insolvency or composition proceedings or after the contractual partner is in default.
  4. Delivery and shipment
    • The start of the delivery period specified by us is subject to the clarification of all technical questions and the timely and proper fulfillment of the purchaser’s obligations. We reserve the right to plead non-performance of the contract. The delivery periods stated are only approximate. However, they shall be observed by us as far as possible. In the event of a delay in delivery, the purchaser does not have to be notified. Transactions for delivery by a fixed date shall not be made. The supplier is entitled to make partial deliveries. Each partial delivery shall be regarded as a completed individual transaction and as such shall be subject to these contractual terms and conditions. If we are in default, a reasonable grace period shall be set in writing. Operational disruptions, traffic disruptions, interruptions in the supply of electricity, heating, raw materials or similar at our premises or those of our suppliers shall extend the delivery period accordingly. Force majeure and all other circumstances for which we are not responsible shall entitle us to withdraw from the contract in whole or in part. If self-delivery is necessary for the delivery and this cannot take place, we are entitled to withdraw from the contract. In this case, we undertake to inform the customer of the non-availability and to make and to refund payments – if already made. Shipment shall be ex works for the account and at the risk of the contractor. The Contractor shall also bear the risk if, in individual cases, we deliver for our account or against payment. The choice of the mode of dispatch is left to us. Complaints due to changed article or color numbers will not be accepted.
  5. Payment
    • Payments shall be made free of charge in accordance with the agreed terms of payment. If no special terms of payment have been agreed, invoices shall be due for payment after thirty days net without discount. Customers who are not insurable through our credit insurer or our factoring bank must always pay in advance. All payments are to be made in cash, by bank transfer or by check. The date on which the payment is credited to our account shall be decisive for the date of receipt. Bills of exchange are not contractual means of payment and will not be accepted. Cheques are only accepted on account of payment and without guarantee of protest. If the payment deadline is exceeded, the customer shall be in default. A reminder is not required. If the purchaser defaults on a payment, all other claims shall become due for payment immediately, without the need for a separate notice of default. The contracting parties shall be obliged to pay interest on arrears from the beginning of the default at a rate of at least 5% above the respective base interest rate of the Bundesbank. We reserve the right to claim higher interest and further damages caused by default as well as all other legal consequences of default. If the customer is in default, or if circumstances become known after conclusion of the contract which are suitable to reduce the creditworthiness of the customer, all claims shall become due regardless of the term of any bills of exchange accepted. Such circumstances shall also entitle us to perform outstanding services only against advance payment or provision of security and to withdraw from the contract or to claim damages for non-performance. Proof of reduced creditworthiness shall be deemed to have been furnished by information from the bank or a reputable credit agency.
    • 5.1 Assignment of claims
    • The Supplier shall be entitled to assign its receivables from deliveries and services for financing purposes. In the event of assignment, all present and future claims arising from our business relationship together with all ancillary rights (such as, for example, our reservation of title) shall be transferred. The customer will find a corresponding note to this effect on his invoice.
  6. Retention of title
    • All goods delivered by us shall remain the property of our company until all our claims against the respective customer have been satisfied, irrespective of the legal grounds on which they may have arisen. The customer may dispose of the delivered goods only in the regular course of business for the time being. Despite the assignment, the customer is authorized to sell the assigned goods in the ordinary course of business and to utilize the proceeds. This authorization shall lapse upon our revocation, which we shall be entitled to do in the event of default or the reduction of the creditworthiness of the customer. At our request, the customer shall be obliged to notify his customers of the assignment and to provide us with all information required to assert the claim and to hand over the necessary documents. The customer is prohibited from pledging or assigning as security the goods subject to retention of title. The customer shall notify us immediately of any pledge or any other impairment of the rights to the reserved goods by third parties. He shall bear the costs of the intervention.
  7. Warranty and compensation
    • Warranty rights of the customer become time-barred twelve months after receipt of the goods. Obvious defects must be notified in writing immediately, at the latest, however, within 14 days after receipt of the goods; hidden defects must be notified in writing immediately after their discovery. If the complaint is not made in time, the goods shall be deemed to have been approved. Justified notices of defects do not release from the obligation of timely payment. For materials and goods that do not originate from our own production, we shall only assume the warranty and other liability within the scope of the commitment granted by us to our suppliers. If the goods are defective, we shall be entitled to remedy the defect within a reasonable period of time without prejudice to the right of the customer to reduce the purchase price if the remedy fails or to withdraw from the contract at the customer’s option. Claims for defects shall not exist in the case of only insignificant deviation from the agreed quality, in the case of only insignificant impairment of the usability, in the case of natural natural wear and tear, as well as damage caused by improper use of the item after the transfer of risk. We shall not be liable for slightly negligent breaches of essential contractual obligations by our legal representatives or vicarious agents. This exclusion does not apply to bodily injury or damage to health for which we are responsible.
  8. Right of retention and set-off
    • The customer is not entitled to offset our claims against counterclaims disputed by us. Offsetting against undisputed and legally established claims is permissible.
  9. Documents provided
    • We reserve the property rights and copyrights to all documents provided to the customer in connection with the placing of the order, such as calculations, drawings, etc. These documents may not be made accessible to third parties without our express written consent. These documents may not be made accessible to third parties without our express written consent. If we do not accept an offer from the customer within two weeks, these documents must be returned to us without delay.
  10. Place of performance and jurisdiction
    • Place of performance for delivery and payment is warsaw. Warsaw is agreed as the place of jurisdiction for all disputes arising directly or indirectly from the contract, insofar as the claims are asserted in dunning proceedings. Insofar as the purchasers are merchants, foreign contracting parties, legal entities under public law or special funds under public law, the contracting parties agree that Warsaw shall be the place of jurisdiction for any legal disputes arising directly or/and indirectly from the contract. At our discretion, the local court of Warsaw or the regional court of Warsaw shall have jurisdiction in the first instance, irrespective of the amount in dispute. This contract and all legal relations between the parties shall be governed by the laws of the People’s Republic of Poland to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
  11. Final provisions
    • Should individual provisions of these Terms and Conditions of Sale, Delivery and Payment be or become contestable or void, the remaining provisions shall remain unaffected and in full force and effect.
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