General Terms of Sales
§1 GENERAL PROVISIONS
- 1. These General Conditions of Sale (hereinafter referred to as the GCS) apply toall agreements of sale and services concluded between MGM Pharma limited liability company general partnership based in: 90-554 Łódź, Łąkowa street No. 19, conducting business activity according to the entry in the companies register at the District Court for Łódź-Śródmieście in Łódź, XX Division of the National Court Register under numer KRS 0000526185, tax identification number (NIP) 727-279-38-11, hereinafter refer-red to as the Seller, and the other entities referred to as the Contracting Party.
- 2. The parties may withdraw from the GCS rules or modify them by means of the „individual agreement” concluded in writing. The conclusion of the above mentioned agreement results in exclusion of appropriate provisions of the GCS which are replaced by adequately modified contractual provisions.
- 3. Each entity buying from the Seller is subject to the GCS regulations which constitute an integral part of the agreement concluded between the Seller and the Contra-cting Party. Other general conditions of sale/purchase or supply, especially those used by the Contracting Party, do not apply. The GCS are available on: www.mgmpharma.pl and at the Seller’s registered office. Additionally, the Contracting Party receives the General Conditions of Sale at the latest during the first supply.
- 4. The Contracting Party gives the consent for processing of its personal data by the Seller, as required to issue invoices, for commercial statistics and for marketing of products and services according to the act of 10 May 2018 about the personal data protection. Furthermore, the Contracting Party gives its consent for obtaining from the Seller the trade information through electronic communication devices, especially e-mail, pursuant to the act of 18 July 2002 about electronic provision of services.
§2 OFFERS AND ACCEPTANCE
- 1. Announcements, advertisements and catalogues about the goods offered by the Seller, including those offered on the Seller’s Web page (www.mgmpharma.pl) do not constitute any offer according to the civil law regulations, but only the „invitation to submit orders.”
- 2. All technical information and data about merchandise, shown in catalogues, brochures and other advertising materials presented by the Seller, are only reference data and are binding only to the extent accepted by both parties.
- 3. The information about quantities is always presented with the „approximate” formula. Deviations resulting from technical reasons motivated by safety or the process of filling within +/- 10% are considered to comply with the agreement. Quantitative deviations are presented respectively in issued invoices or corrected invoices.
- 4. The order should be drawn up in one of the following acceptable forms: the company’s email message, fax, traditional letter, an order submitted personally in writing.
- 5. The order should contain: the Contracting Party’s data with indicated address, personal data and authorisation of the person who submits the order, precise name of the product, service, promotion, number of the offer according to which it is submitted, and also (if the delivery option is applied) the proposed date of the delivery.
- 6. All changes or supplements to the order have to be made in the form provided in sec. 4 above.
- 7. None of the declarations, promises and amendments to the agreement, submitted orally by the Sellers’ employees in connection with the conclusion of the agreement of sale and services or submitting an offer, bind the Seller.
- 8. Cancellation of the order by the Contracting Party is allowed only in exceptional situations after a prior settlement of the conditions of the order cancellation with the Seller. The Seller reserves the right to encumber the Buyer with the actual costs which arose till the cancelation time – not higher than the value of the order.
- 9. The Seller’s confirmation of acceptance of the Order or issuing an invoice is tanta- mount to the conclusion of the agreement of sale on the conditions specified in the Order and the GCS.
- 1. The presented offers and other promotional materials show the net prices of offered products and the goods distributed by the Seller which include the VAT according to the rates applicable on the day when the VAT invoice was issued.
- 2. The prices may differ depending on the amount of the goods ordered by the Contracting Party and other conditions of sale agreed individually by the Parties.
- 3. The purchase price increased by VAT is payable after the goods delivery by transfer to the Seller’s account at the time indicated in the invoice if no other pricing was agreed.
- 4. If the Contracting Party delays with payment of any amount due to the Seller, the Seller apart from the other rights from the agreement of sale, GCS and statutory regulations has the right to immediately discontinue the supplies of the products and refuse accomplishment of consecutive Orders till all dues with interests are paid. Till that time the goods, although they were released from the warehouse, remain the Seller’s property.
- 5. The Seller reserves the right to demand from the Contracting Party – before the submitted Order processing starts – to secure the payments due to the Seller by „in blanco” promissory note with the „without protest” clause, the bank guarantee, the insurance guarantee or a letter of credit. If the payments are not secured, the Seller is exempt from processing of the Order.
- 6. The Contracting Party may compensate the due amounts only with the Seller’s written consent if the Party has – in relation to the Seller – the receivables which are undisputed or fixed by legally valid judgements.
- 7. If after the transaction such facts and circumstances appear which will indicate a significant aggrevation in the Contracting Party’s financial standing, the Seller has the right to demand a payment in cash before the supply of goods even despite earlier different arrangements, and also demand an immediate payment of other, not due amounts from earlier supplies to the same Contracting Party.
- 8. The Seller reserves the right to an unilateral increase in the price if after the conclusion of the agreement there are some objective premises which justify the increase in the Product’s price on which the Seller had no influence, such as e.g. changes in the value added tax rates etc.
§4 PAYMENT CONDITIONS
- 1. There are two possibilities to make payments for effected Orders or to pay a down- payment:
a) prepayment by the bank transfer to the Seller’s indicated account
b) transfer at the payment time agreed individually with the client and according to the issued invoice.
- 2. The Contracting Parties which submit the first Order to the Seller are not entitled to a deferred payment. The Contracting Party receives such right after at least two transactions which were paid on time.
- 3. The Contracting Party’s payment is acknowledged to have been made when the financial means reach the Seller’s indicated account.
§5 DELIVERY OF GOODS
- 1. The goods are issued from the Contracting Party’s warehouse. The Contracting Party is obliged to pick up the goods within 30 days as of the day when the Contracting Party was informed by phone, text message or email that the goods were ready for delivery.
- 2. If the time to pick up the goods is surpassed, the Seller is entitled to charge a fee for warehousing of the uncollected goods in the amount of 0.2% of the value of the subject of the agreement of sale for every day of the uncollected goods storage and encumber the Contracting Party for it, which does not exclude the Seller’s right to waive the agreement and reclaim the remaining amount of indemnification.
- 3. The Seller may deliver the merchandise to the Contracting Party to the address indicated in the Order, using for this purpose the services of the forwarding company with which the Seller cooperates or – with the Contracting Party’s explicit indication – using the services of another forwarding agent. The Contracting Party should contain such information in the Order.
- 4. The date of the supply of goods mentioned in the confirmation is approximate and may be changed. Especially, the date of the supply may be prolonged by the period caused by the force majeure (understood as the extraordinary and unpredictable events such as: floods, fires, gales, strikes, the State’s authorities’ acts etc.). The above applies also in case of a delay caused by the force majeure at the Seller’s suppliers.
- 5. If the Seller delays with the supply of goods, the Contracting Party undertakes to fix an appropriate additional date after which he may withdraw from the agreement. The Contracting Party may seek indemnification for a failure to abide by the obligations after a lapse of an additional deadline only when the delay was caused by the Seller or his associate.
§6 RETENTION OF TITLE
- 1. The Seller reserves the property right to the supplied merchandise till the Contra-cting Party pays all amounts due as results from the concluded merchandise supply agreement, with additional dues such as the interests for the delay, contractual penalties, fees as well as the vindication costs.
- 2. The Contracting Party is not entitled to encumber or sell the subject of sale until all the above mentioned dues are paid.
- 3. The Contracting Party undertakes to immediately inform the Seller about each and every case of the loss, seizure, destruction or damage of the subject of sale.
- 1. The goods are delivered in non-returnable packages or in returnable packages. The latter constitute the Seller’s property, unless the Parties decided otherwise.
- 2. The Contracting Party which kept the goods in returnable packages constituting the Seller’s property is obliged to return them at its own cost at an unaggrevated (above the normal use) condition at the time and to the place specified in the invoice related to the sale of the merchandise in returnable packaging.
- 3. If the returnable packages are not returned at the appointed time or if damaged or chemically contaminated packages are returned, the Seller is entitled to issue to the Contracting Party a relevant invoice which documents the sale of the packages according to the value corresponding with the packages’ market price. The Contra-cting Party will thereby be obliged to pay for such packages, simultaneously acquiring their property right.
§8 ACCEPTANCE OF RESPONSIBILITY FOR GOODS
- 1. Advantages and responsibilities connected with the merchandise and the danger of its accidental loss or damage pass from the Seller to the Contracting Party also when the goods come in separate deliveries. If the delivery is fulfilled with a participating carrier indicated by the Contracting Party, pursuant to the contents of § 5 sec. 3, the danger of an accidental loss or damage of the goods passes to the Contracting Party as soon as the goods are entrusted to the carrier.
- 2. If the delivery is delayed at the Contracting Party’s request or for reasons for which the Contracting Party is responsible, the Seller’s responsibility for the goods passes from the Seller to the Contracting Party on the day when the Contracting Party is ready to send the goods.
- The return of the goods is possible only and solely after a prior arrangement and written acceptance by the Seller. The returned goods must be unused, undamaged, free from defects, and in original packing.
§10 LIABILITY OF THE SELLER
- 1. The Contracting Party undertakes to investigate the goods in a way accepted for a given type of the product, immediately after the supply of goods, before using or reselling the goods.
- 2. If some qualitative defects of the goods are found, e.g. the obtained results exceed the limits contained in the qualitative specification or analytical certificate attached to the issued goods, the Contracting Party is entitled to file a written complaint as soon as they are discovered but not later than within 14 days as of the moment of finding them and not later than within 3 months from the purchase date. Attached to the complaint should be the documents confirming its legitimacy, including also the original VAT invoice for the purchased goods. In case of a quantitative complaint the Contracting Party is also obliged to submit to the Seller the supply receipt protocol signed by the carrier.
- 3. The Parties agree that if the Contracting Party did not submit any complaint at the time specified in sec. 2 this means that the Contracting Party investigated the goods and the goods do not contain any qualitative defects.
- 4. The Seller is responsible for a failure to fulfill or for improper fulfillment of the agreement, however this responsibility is limited to the actual damage, excluding especially the lost profits. The Seller is not responsible for any damages arising from improper selection of poducts by the Contracting P arty or the third party, their improper use or using them in a way contrary to their purpose, which particularly refers to the improper use of the product.
- 5. The Seller’s responsibility for defects of the goods is limited by virtue of art. 558 § 1 of the Civil Law Code to:
a) exchange of the goods for such goods which are free from defects or
b) decrease in prices
according to the Contracting Party’s choice. Other claims of the Contracting Party due to the goods defects are excluded. Prices should be reduced to the extent
in which the value of undefective goods is to its value calculated including the existing defects. The use of the above described warranty excludes the possibility
to raise further claims, including seeking redress.
- 6. The Seller’s responsibility for damages is limited to the defects which existed in the object of sale when the goods were given to the Contracting Party.
- 7. If only some of the delivered and sold goods are defective and they may be detached from the goods free of defects, the Contracting Party’s entitlement due to warranty is confined exclusively to defective goods.
- 8. The Seller undertakes to process the complaint within 14 days as of its receipt, unless meeting that deadline is impossible due to special circumstances.
- 9. Settlement of a complaint is conditioned by an appropriate security of the contested merchandise, sending it after a prior written notification of the Seller about it and leaving the questioned merchandise in the package in which it was transported to the Contracting Party.
- 10. If the complaint documentation appears to be incomplete, the complaint proceedings are suspended and the Seller summons the Contracting Party to supplement the shortages within 5 days as of the day when the letter was received. A failure to fill in the shortages on time results in repudiation of the complaint.
- 11. Lodging a complaint does not entitle the Contracting Party to hold back the payment for the purchased goods.
- 12. The Seller is not responsible for any damages caused during unloading of the goods. Accepting this complaint procedure, the Contracting Party waives its right to deduct its claims.
- 13. Subject to the absolutely mandatory legal regulations, the use of the above described warranty excludes the Contracting Party’s possibility to raise any further claims, such as e.g. seeking redress for the damage arising from the use of the merchandise, except for the impairment caused by the Seller’s deliberate fault or striking negligence.
§11 FINAL PROVISONS
- 1. If the agreement is concluded using the electronic mail company message as mentioned in § 1 of the General Conditions of Sale, the VAT invoices will be sent by email – with the Contracting Party’s consent, if the latter presented its email address.
- 2. Any disputes which can arise among the Parties in connection with implementation of the agreement, the contents of which depend on the provisions of these General Conditions of Sale, will be settled by the common Court competent for the Seller’s site.
- 3. The Contracting Party assures that the indicated data are valid and true and the Contracting Party will submit orders only when the Party has enough financial means to duly accomplish respective agreements of sale. The Contracting Party undertakes to immediately notify the Seller about each and every change of its registered office and address for service. If there is no notice the delivery to the addresses indicated in the Order or in the signed agreements is considered to be effective.
- 4. If the claims are pursued at court and/or through the court executive officer, the Seller is entitled to encumber the Contracting Party with costs and fees for vindicative, court and law enforcement officer’s procedures.
- 5. In case of the issues which are not governed by the provisions of these General Conditions of Sale, appropriate regulations of the Polish law apply, especially the Civil Law Code.
- 6. The Seller in the email about the sale will inform the Contracting Party that applied to the transaction are the GENERAL CONDITIONS OF SALE MGM PHARMA limited partnership which are available for the Contracting Party on the Seller’s webpage: http://www.mgmpharma.pl/terms.
- 7. If the Contracting Party fails to get to know the Seller’s General Conditions of Sale, this does not release the Contracting Party from their binding force.
- 8. These conditions become effective as of the 1st of March 2016 and they apply to all agreements of sale and supplies concluded after the 1st of March 2016.