General Terms and Conditions of Sale
The following General Terms and Conditions of Sale and Delivery (abbreviated GTSD), pursuant to Article 384 of the Civil Code, constitute an integral part of all contracts, including supplementary or substitute deliveries, concluded between Lean-Tech Sp. z o.o. (hereinafter referred to as the “Supplier”) and the contractor, placing an order with Lean-Tech Sp. z o.o., being a natural person conducting business activity, a legal person, an organizational unit without legal personality or any other entity that is not a consumer within the meaning of the Act of 23 April 1964 Civil Code (hereinafter referred to as the “Ordering Party”).
1. The GTSD shall specify detailed rules of concluding contracts of sale and delivery of goods offered by the Supplier.
2. By placing an order, the Ordering Party or a person authorized to act on its behalf certifies that it has read the GTSD and accepts it.
3. The individual delivery terms agreed in writing between the Ordering Party and the Supplier shall take precedence over the different delivery terms set forth below.
4. Exclusion by the Ordering Party and the Supplier, on the basis of a separate contract, of the application of the indicated provisions of the GTSD shall mean that the remaining unspecified provisions of the GTSD shall be binding.
5. These GTSD shall be made available to the Ordering Party on the Supplier’s website: www.lean-tech.pl or at the Ordering Party’s request in the customary form – e.g. sent by e-mail, fax or delivered with the first delivery, for given relations between the parties.
6. The Supplier reserves the right to unilaterally change these terms of sale and delivery. Such information shall be published on the Supplier’s website: www.lean-tech.pl within 14 days prior to its effective date or may be made available to the Ordering Party in the customary manner and form.
1. Unless otherwise stipulated by the Supplier, a proposal for sale made to the Ordering Party by the Supplier is valid for 30 days from the date of its sending by the Supplier. Any such proposal (including a proposal called ‘offer’) does not constitute a binding sales offer for the Supplier – within the meaning of the Civil Code, but only a proposal for the potential Ordering Party to place an order. This also applies to photographs, drawings, and other data, in particular regarding weight and size, which are for guidance only.
2. The Ordering Party may place an order by phone, in writing, electronically (e-mail or fax), directly at the Supplier’s registered office or in any other customary form.
3. The order should contain the following elements:
1. company name, exact address, number and place of entry in the business register, or number and appropriate register of the Ordering Party’s company, and tax identification number,
2. reference to a possible offer or arrangements made with an authorized representative of the Supplier,
3. type of goods ordered,
4. specification of all relevant elements and dimensions of the goods;
5. dates, place, and conditions of delivery of goods;
6. name and surname of the Ordering Party or a person acting on their behalf, together with a contact telephone number.
4. The Supplier confirms the acceptance of the order for processing in writing, electronically (e-mail or fax) or in any other customary form.
5. Unless otherwise expressly agreed by the parties, the delivery contract shall be concluded by confirmation by the Supplier of acceptance of the order placed by the Ordering Party.
6. No response to the order of the Ordering Party shall not be considered as acceptance of the order.
7. The Ordering Party shall be responsible for the correctness and completeness of the data indicated in the order.
8. It is assumed that the persons signing the order are authorized and entitled to act on behalf of the Ordering Party. Placing an order by an unauthorized person or with exceeding the scope of authorization shall not cause the order to be ineffective and shall be binding on the Ordering Party. The Supplier shall not be liable for any consequences of such an order, either to the Ordering Party or to third parties.
9. If the Supplier accepts the order with reservations, the Ordering Party shall be bound by the content of these reservations, unless they present immediately their possible comments, no later than within 3 days. Immediate submission of such comments shall be deemed to be submission of a new order, and the provisions of the preceding arrangements shall apply accordingly.
10. The fact of accepting an order does not bind the Supplier in a situation when, for reasons beyond their control, in particular due to force majeure, or the behaviour of the Ordering Party or third parties (including their sub-suppliers), the sale and delivery of goods is impossible or excessively difficult. Acceptance of the order shall not bind the Supplier also in the situation when the Ordering Party is late with payment of any amounts due to the Supplier. The Supplier shall immediately inform the Ordering Party about the fact that the order accepted is not possible to be delivered. In the event of the above situation, the Ordering Party shall not be entitled to any claims for damages, except for the right to return any advances or prepayments.
11. If the Ordering Party places an order for non-standard goods not included in the current sale, it is required that the Ordering Party makes an advance payment, the amount of which is each time agreed with the Supplier depending on the amount of expenditure they would incur to complete the order. The advance payment shall be settled on account of the Ordering Party’s obligations and in the event that the Ordering Party fails to collect the goods, it shall be retained by the Supplier as a contractual penalty.
1. The size of deliveries is determined by confirming the acceptance of the order by the Supplier. Any additional agreements and possible changes to the order require for its validity a written notification by the Ordering Party and a confirmation by the Supplier. The tolerances in terms of dimensions, weight, and other parameters are generally governed in this sector by the applicable standards for individual types of goods.
2. The Supplier, with the prior consent of the Recipient, may make partial or early deliveries.
3. The delivery date specified in the order or agreed in the order confirmation shall run from the date of the order acceptance. In the case of determining in the terms of payment of the advance payment, the delivery date may be extended by a period of delay in making this part of the payment.
4. The delivery date shall be deemed met if by its expiry the delivery item has been received by the Ordering Party or if the readiness to receive it has been reported.
5. If the delivery date is delayed at the request of the Ordering Party, the Supplier shall be entitled to set a new delivery date and after ineffective expiry of this date to deal with the subject of the delivery in a different manner and/or to deliver the goods to the Ordering Party within a correspondingly extended period.
6. The Supplier reserves the right to delay the delivery in the event of unforeseen circumstances beyond their control, in particular untimely delivery of materials and goods by subcontractors, forwarding company, and circumstances of force majeure.
7. If the delivery of goods ready for dispatch cannot be performed for reasons not attributable to the Supplier or if the Recipient unreasonably refuses to accept the delivery, the Supplier is entitled to place the goods in storage at the expense and risk of the Ordering Party, which shall be treated as fulfilled delivery without affecting the payment terms.
8. The Supplier reserves the right of ownership to all goods delivered by them until the price has been paid. If the Ordering Party delays the payment of the price of the goods by 30 days, the Ordering Party is obliged, at the request of the Supplier, to immediately return the delivered goods at its own expense.
1. Unless the parties agree otherwise, the Recipient shall be obliged to pay the purchase price in accordance with the terms and conditions specified in the Supplier’s offer. If these dates are not agreed, they shall be 14 days from the date of invoice.
2. If the parties agree on the payment mode in the form of partial settlements, the Recipient is obliged to make payments within 7 days from the date of issuing the relevant invoices.
3. If the prices are determined in a currency other than the Polish zloty (PLN), the price on the invoice shall be the equivalent in Polish zloty of the given currency rate according to the average exchange rate of the given currency announced by the National Bank of Poland on the day preceding the invoice issue date.
4. Payment should be made in Polish zlotys by bank transfer to the account indicated in the invoice.
5. Payment shall be deemed made on the day of crediting the Supplier’s bank account.
Passing of risk
1. In the case of delivery through a forwarder or carrier, the risk of accidental loss or destruction of the goods shall pass to the Ordering Party at the moment of delivery of the goods by the Supplier to the forwarder or carrier, and the Supplier shall not be liable for any losses or shortages in the goods and their packaging arising after this moment. If, at the moment of receiving the goods from the carrier, the Ordering Party discovers a difference between the goods delivered and the goods specified in the transport documents or damage to the goods, they shall immediately enter their reservations in the copy of the consignment note or the goods specification, obtaining at the same time the confirmation (signature) of the carrier’s representative. Any acceptance of the goods by the Ordering Party without examination or without submitting reservations immediately after the examination of the goods shall be deemed to constitute confirmation that the goods have been delivered correctly, in the correct quantity, and with the correct characteristics and properties. Failure to perform the above actions shall additionally result in the Supplier’s right to conclude that the Ordering Party, with respect to damage to the goods, waives its warranty rights or, in the event of differences between the delivered goods or their quantity and the ordered goods, that the Ordering Party has agreed to change the characteristics of the goods or their quantity.
2. If the Ordering Party receives the goods with own transport, the transfer of benefits and burdens related to the item to the Ordering Party and the risk of accidental loss or damage to the goods shall take place at the moment of releasing the goods in the Supplier’s warehouses. A person collecting goods on behalf of the Ordering Party should have a written authorization issued by the Ordering Party or a person representing them in accordance with the rules of representation provided for by law.
3. The Ordering Party shall be obliged to cover the cost of packaging of goods used at the Ordering Party’s request which is different from the packaging used normally in the company of the Supplier or their sub-suppliers.
4. At the Ordering Party’s request and expense, to the extent indicated by them, the Supplier shall insure the goods against theft, losses related to damage, arising in transit, and all other risks subject to insurance.
Liability and consequences of non-performance of obligations
1. In the event of any failure by the Ordering Party to comply with the payment terms and conditions, in particular any delay in payment of the purchase price of the goods, and any failure to perform, or the undue performance of any other obligation arising from the delivery contract, the Supplier shall be entitled to:
1. withhold further obligations towards the Ordering Party, including the delivery of goods, until the Ordering Party has fulfilled these obligations,
2. charge interest at the statutory rate from the date of maturity of the liabilities.
2. Suspension of payments by the Ordering Party in connection with counterclaims against the Supplier and set-off by the Ordering Party of the purchase price of goods against the Ordering Party’s counterclaims against the Supplier shall be unacceptable unless the Supplier, under pain of nullity, consents to it in writing.
3. In the case of failure to collect the ordered goods, the Recipient shall be obliged to pay the price of the goods, the cost of sending and returning the goods and a contractual penalty of 50% of the order value.
4. Regardless of the content of the preceding paragraphs, the Supplier may claim damages to the extent that the damage suffered by them exceeds the value of reserved contractual penalties.
5. Any reservations, comments or complaints made by the Ordering Party and their consideration shall not suspend the payment period.
Guarantee and liability for defects in goods
1. If the Supplier provides a guarantee for a given product, the application of the provisions of the warranty for defects of the product is excluded.
2. The guarantee obligations of the Supplier shall be performed upon prior written notification to the Supplier of any defect inherent in the delivered goods. The Supplier shall replace or repair the defective goods or defective components at their own discretion, within a reasonable time, taking into account the time for organising spare parts and the work of the service team.
3. The Supplier’s guarantee does not cover defects caused by assembly and installation works, inappropriate equipment or operating conditions, careless or inappropriate conduct or use of inappropriate materials. The Supplier shall also not be liable for damages caused by third party actions, force majeure, and in the event of failure by the Ordering Party to comply with the guarantee conditions specified in the documents attached to the goods.
4. The guarantee shall lose its validity immediately if the Ordering Party or a third party, without the Supplier’s authorisation, makes alterations or repairs to the delivered goods.
5. The Ordering Party is obliged to inspect in particular the condition of the shipment and the quality, quantity, and range of delivered goods immediately after their delivery (handover) and make a proper annotation in the consignment note or other proof of handover, and immediately report to the carrier and Supplier in writing, the possible objections in this respect.
6. If, due to the nature of the packaging or for any other reason, it is not objectively possible to carry out an immediate examination of the delivered goods, the handover inspection should cover at least the consignment note, the number and condition of the packages, the data concerning the marking of the packaging, and any damage visible from the outside. A detailed and complete inspection of the goods must be carried out as soon as this is objectively possible, but at the latest when the goods are unpacked before they are used,
7. In cases where it would not be possible to identify a defect on receipt of goods or during their inspection carried out in accordance with the content of the preceding points with the utmost professional care, the deadline for filing a complaint is seven days from the day on which, while maintaining this care, it was possible to notice the defect.
8. The Supplier shall not be liable for damage caused to the goods, in particular for the following reasons: improper or non-compliant use, incorrect assembly or commissioning by the Ordering Party or third parties, natural wear, incorrect or negligent handling, improper use, electro-chemical or electrical impact, incorrect specification by the Ordering Party of the intended use of the goods and the resulting inadequate selection of goods to their needs, shortages in the goods not resulting in loss of their usefulness (e.g. difference in the colour of the goods from that presented in the reference offer on the Supplier’s website).
Termination and withdrawal from the contract
1. The parties may terminate the contract by mutual agreement. In case of termination of the contract, the Supplier is not obliged to take back the non-defective goods being the subject of the delivery. However, if the Supplier agrees to return the products being the subject of the order, the cost of delivery shall be borne by the Ordering Party.
2. The Ordering Party may withdraw from the contract only in case of delay of the Supplier in fulfilling the obligation exceeding 15 days, caused by gross negligence on the part of the Supplier and after prior written call of the Recipient to proper performance of the contract.
3. The Supplier has the right to withdraw from the contract within 5 years from the submission by them of a confirmation of acceptance of the order for execution.
1. if the Ordering Party is in default with the payment of part or all of their debts to the Supplier,
2. if reasonable doubt arises as to the solvency of the Ordering Party and if the Ordering Party has not made, at the Supplier’s request, an advance payment or has not provided adequate security for payment prior to delivery,
3. if delivery is impossible for reasons for which the Ordering Party is responsible,
4. In the case of withdrawal from the contract by the Ordering Party for reasons other than those specified in item 2 of this paragraph or withdrawal from the contract by the Supplier due to the fault of the Ordering Party, the Supplier has the right to demand from the Ordering Party payment of contractual penalty in the amount of 50% of the contract value.
5. Regardless of the content of the preceding paragraphs, the Supplier may claim damages to the extent that the damage suffered by them exceeds the value of reserved contractual penalties.
6. In the case of withdrawal from the contract by the Supplier for the reasons indicated above, the Ordering Party is obliged to pay all costs incurred by the Supplier in order to perform the contract and prepare the goods for delivery.
1. The parties to the contract undertake to keep secret, even after the performance of the contract, all information of a technical, technological, organizational, and commercial nature, obtained during and in connection with the performance of the contract.
2. Subject to other provisions of these GTSD, which impose on the parties the obligation to use written form for statements made in connection with their implementation, all other notices and statements made by the parties may be sent by the parties by e-mail or delivered personally, by fax, a recognized courier company or by registered mail.
3. The parties undertake to amicably resolve all disputes arising from the performance of these terms and conditions of sale and delivery by way of mutual negotiations.
4. In the case of inability to reach an agreement for all disputes arising from the application of these GTSD, the court of Supplier’s registered office shall have territorial jurisdiction.
LEAN-TECH sp.z o.o.
ul. Żmigrodzka 81-83/304-305
Tax Identification Number (NIP): 894 304 00 46
(+48) 71 324 15 70
(+48) 607 399 277
(+48) 605 477 644