1. Art and Diseño

GENERAL TERMS AND CONDITIONS OF SALES
ART NEON LIGHTING SP. Z O.O. SP. J. IN KRAKOW
1. General provisions
These Terms and conditions of sale (hereinafter "Terms and Conditions"), constitute
standard terms and conditions of sale carried out by Art Neon Sp. z o.o. sp.j., with its
registered seat in Krakow, hereinafter the "Seller".
1. These Terms and Conditions are in force in commercial relations with customers being
entrepreneurs (hereinafter "Recipient"). These Terms and Conditions become an integral
part of all of the sales agreements (hereinafter "Agreement") and also find their application to
all of the future trade relations between the Seller and the Recipient, even if they are not
explicitly agreed upon in a given case.
All of the deviations from these Terms and Conditions can result solely from the agreements
(contracts) between the parties concluded in writing under pain of invalidity or from the
provisions of law unconditionally in force. For the Seller, the possible terms and conditions
being in contradiction with these Terms and Conditions are not binding, even if they became
known to the Seller on account of earlier events such as queries, orders, etc. and have not
been questioned by the Seller in a clear manner, as well as when the Seller, knowing about
the Recipient's different terms and conditions carried out a sale on his behalf without any
additional reservations.
2. The catalogues, folders, price lists, technical documents as well as other advertising
materials regarding the goods offered by the Seller, are strictly of an informational nature and
do not constitute an offer in the understanding of the Polish Civil Code, and only an invitation
to negotiations. The information contained therein on the properties are of an approximate
nature and cannot be the basis to put forward claims. The models are solely of a
demonstrative and exhibition nature.
Art Neon Lighting spółka z ograniczoną odpowiedzialnością spółka jawna
ul. Zawiła 3 | PL-30-442 Kraków, Polska | P: +48 12 415 50 50 | F: +48 12 665 40 50 | [email protected] | www.artneon.pl
NIP 9452026669 | REGON 120006136 | KRS 0000504300 Sąd Rejonowy dla Kraków-Śródmieście
Kapitał zakładowy opłacony w całości: 2.150.000 PLN
1
II. Orders
1. Providing all the information regarding the correct completion of the order, specifically
regarding: amount, assortment, colour scheme, technical conditions of the ordered products,
the accurate name and address of the Recipient as well as the place of sale rest with the
Recipient.
2. The sale takes place on the basis of the order and its confirmation by the Seller. This order
constitutes an offer in the understanding of the Civil Code, and the Recipient is bound by the
submitted order for as long as it is not withdrawn, in accordance with Article 66[2] of the Civil
Code, while the Recipient is authorised to cancel the order not earlier than before the lapse
of 14 (fourteen) days from the date of its submission to the Seller. The order is placed in
writing, electronic mail, fax or through the website. The conformation of receipt of the order
by the Seller shall be made in the same form in which the order was placed. The order
placed by the Recipient in electronic format is binding for the Recipient regardless of whether
the Seller confirms its receipt. The application of the provisions of Article 66[1] §1-§3 of the
Civil Code is excluded. The possible confirmation by the Seller of the fact of the receipt of the
order does not in any way mean the confirmation of its acceptance.
3. The Recipient's orders require clear confirmation of their receipt by the Seller each time,
with the reservation of sec. 4 below. The possibility of the presumed acceptance of the order
by the Seller, indicated in Article 68[2] of the Civil Code is excluded. If the confirmation of the
acceptance of the order by the Seller is different from the content of the order submitted by
the Recipient, the conclusion of the Agreement takes place on the terms and conditions
proposed by the Seller, if the Recipient does not submit a clear objective in writing not later
than within 2 days from the date of receipt of its confirmation.
4. The conclusion of the sales Agreement takes place at the moment of the receipt by the
Recipient of the confirmation of the acceptance of the order by the Seller, not later however
than at the moment of the completion of the sale. Any changes to the sales terms and
conditions included in the confirmation of the order require confirmation by the Seller in
writing, under pain of invalidity.
5. Oral or telephone arrangements have binding force at the moment of their clear written
confirmation by the Seller.
Art Neon Lighting spółka z ograniczoną odpowiedzialnością spółka jawna
ul. Zawiła 3 | PL-30-442 Kraków, Polska | P: +48 12 415 50 50 | F: +48 12 665 40 50 | [email protected] | www.artneon.pl
NIP 9452026669 | REGON 120006136 | KRS 0000504300 Sąd Rejonowy dla Kraków-Śródmieście
Kapitał zakładowy opłacony w całości: 2.150.000 PLN
2
6. In submitting an order, the Recipient confirms his solvency and creditworthiness.
7. The Recipient acknowledges that the Seller may make the completion of the sale
dependent on the earlier regulation, by the Recipient, of all of the other possible payment
arrears towards the Seller, made by the Seller, the making of the prepayments required by
the Seller or the submission of a security for payment, indicated by the Seller, and in event of
the failure to comply with these obligations, the Seller has the right to withdraw from the
Agreement, in the meaning of point IV. sec 5 or sec. 9 of these Terms and Conditions.
III. Performance of the Agreement
1. In the event of the lack of different, clear, written arrangements, the sale of the goods
takes place on the Seller in Krakow's EXW warehouse terms and conditions (according to
Incoterms 2010).
2. In the event of the lack of different, clear, written arrangements, the risk of the incidental
loss or damage of the goods is transferred to the Recipient at the moment of the issuance of
the goods or the pick up of the goods by the Recipient. In the event, however, that the goods
are to be delivered by the Seller to a location designated in the order, the transfer of the
above risk takes place at the moment of the issuance of the goods to the shipping agent,
carrier or other entity conducting the transport of the goods. In the event of the delay in the
collection or the sending of the goods for reasons lying on the part of the Recipient, the
transfer of the risk of the incidental loss or damage of the goods is transferred to the
Recipient at the moment of the notifying the Recipient on the readiness to send the goods.
3. The delivery date should be treated as estimated, insofar as they have not been clearly
indicated as binding by the Seller in writing. The sale date is counted from the date of the
confirmation of the acceptance of the order by the Seller, not earlier however than from the
date of the transfer to the Seller by the Recipient of all of the documents and information,
required for the due performance of the sale (specifically in the scope indicated in point II
sec. 1 above) and the regulation by the Recipient of all of the possible payment arrears
towards the Seller and - in the event of the non-approval or the lack of the accessible
(available) credit line - payment by the Recipient of the entire price or the making of a
Art Neon Lighting spółka z ograniczoną odpowiedzialnością spółka jawna
ul. Zawiła 3 | PL-30-442 Kraków, Polska | P: +48 12 415 50 50 | F: +48 12 665 40 50 | [email protected] | www.artneon.pl
NIP 9452026669 | REGON 120006136 | KRS 0000504300 Sąd Rejonowy dla Kraków-Śródmieście
Kapitał zakładowy opłacony w całości: 2.150.000 PLN
3
prepayment, required by the Seller or the submission of a security for payment, indicated by
the Seller.
4. In the event of the lack of different, clear, written arrangements, the delivery date is
deemed as maintained, provided the readiness for the sending of the goods was submitted
by the lapse of these dates, and in the event in which the goods are to be delivered by the
Seller to a designated location, the date of sale is deemed as maintained, if the goods have
left the Seller's warehouse by this time. Additional dates. The Recipient is obligated to
indicate [additional dates] to the Seller in writing, under pain of invalidity, and they cannot be
shorter than 2 weeks from the date of receipt by the Seller of information on the designation
of an additional date.
5. The Seller shall provide due diligence in order to maintain the delivery dates of the ordered
goods, however he shall not be liable to delays in the event of the occurrence of events of
force majeure, described in point VII of these Terms and Conditions, or other circumstances,
unforeseen, extraordinary and not at the fault of the Seller, such as i.e. problems with the
purchase of raw materials, disruptions in the operation of the plant, caused specifically by
fire, water, breakdowns in equipment and devices, the lack of materials, energy, difficulties or
the lack of the possibility of transport, also in the case in which these circumstances occur
with the Seller's suppliers or their sub-suppliers. In the above cases, the Seller is authorised
to postpone the date of delivery by the period of the duration of the obstacle as well as the
necessary period required to renew the delivery, about which the Seller will inform the
Recipient. Before the lapse of the above indicated extended period, the Recipient is not
authorised to withdraw from the Agreement. Insofar as the above obstacles will cause the
exceeding of the indicated time period for the performance of the order by at least 1 month,
both the Seller and the Recipient are authorised to withdraw from the Agreement in the part
that was not completed, while the Recipient is entitled to this under the condition of the
ineffective lapse of the additional date indicated previously to the Seller, in accordance with
the above sec. 4 sentence 2. The indication of an additional date for the performance of the
agreement as well as a declaration on the withdrawal from the Agreement should be
submitted in writing and sent by registered mail to the Seller's address indicated in the
National Court Register, under pain of invalidity. In the above cases, the Recipient is not
entitled to any compensatory claims towards the Seller.
Art Neon Lighting spółka z ograniczoną odpowiedzialnością spółka jawna
ul. Zawiła 3 | PL-30-442 Kraków, Polska | P: +48 12 415 50 50 | F: +48 12 665 40 50 | [email protected] | www.artneon.pl
NIP 9452026669 | REGON 120006136 | KRS 0000504300 Sąd Rejonowy dla Kraków-Śródmieście
Kapitał zakładowy opłacony w całości: 2.150.000 PLN
4
6. In the event of any changes to the order, the date of sale begins again from the moment of
the written confirmation by the Seller of the acceptance of the amended order.
7. The Recipient is obligated to receive the goods, to which he submitted the readiness to
sell, before the lapse of the sale date. If the Recipient does not collect the goods within this
period, the Seller has the right to encumber the Recipient for each date of the delay, with a
contractual penalty in the amount of 0.05%, however not more than the total of 20% of the
value of the non-collected delivery. The Seller can pursue a higher amount of the
compensatory claim, if the damages on account of the delays in the collection of the goods
by the Recipient specifically covering the costs of warehousing, insurance, security, shipping
etc., exceeds the amount of the contractual penalty. If the Recipient is delayed with the
collection of the goods for over 30 days, the Seller may, without setting an additional date,
withdraw from the Agreement, which does not release the Recipient from the obligation to
pay a contractual penalty as well as repair the damage exceeding the amount of this penalty.
8. The Seller does not bear liability for the sale of goods in accordance with the specification
included in the order or with guidelines or instructions provided by the Recipient, even though
the goods delivered were not appropriate to the use intended by the Recipient.
10. Partial deliveries and invoicing is admissible. In the event the Seller performs the
Agreement in part, the above indicated authorisations (specifically the right to withdraw) are
entitled to the Recipient solely in relation to the unperformed part of the Agreement.
11. In each case of the non-fulfilment by the Recipient of the performance of any obligations
arising from the concluded Agreement, the Seller is entitled, regardless of other entitlements
resulting from the provisions of law, to the right to withhold from the performance of any of
the obligations of the Seller resulting from this or other Agreement, including the obligation to
deliver the goods to the recipient, until the time of the due performance of the obligations by
the Recipient, specifically in the cases indicated in point IV of these Terms and Conditions.
IV. The price and rules for payment
1. The price, dates and payment terms, possible specific details of the bearing of the cost of
sales as well as the payment currently in force in the relations with the given Recipient are
Art Neon Lighting spółka z ograniczoną odpowiedzialnością spółka jawna
ul. Zawiła 3 | PL-30-442 Kraków, Polska | P: +48 12 415 50 50 | F: +48 12 665 40 50 | [email protected] | www.artneon.pl
NIP 9452026669 | REGON 120006136 | KRS 0000504300 Sąd Rejonowy dla Kraków-Śródmieście
Kapitał zakładowy opłacony w całości: 2.150.000 PLN
5
established individually before undertaking cooperation between the Seller and the
Recipient.
2. All of the prices are expressed in PLN and are net prices, to which VAT in the amount
currently in force will be added.
3. In the event of the lack of different, clear, written arrangements, the established price list
price of the goods are the Seller in Krakow's EXW warehouse prices of (Incoterms 2010).
These prices include the costs of loading, however, they do not cover the costs of packaging,
transport, insurance in transport, unloading, assembly.
4. The Seller is authorised to increase the prices agreed upon in relations with the Recipient
by means of the written notification of the Recipient with at least 2 weeks notice in relation to
the date of the entry into force of the new prices.
5. The Recipient conducts payments generally within the framework of the established credit
limit and payment terms. In the event in which, at the moment of the submission of the order,
there is a lack of available (able to be used) amount of the established limit, the Recipient is
obligated to conduct a prepayment to the Seller, reflecting the amount of the surplus over the
limit granted to the Recipient or to submit a security for payment indicated by the Seller (both
in terms of the form and content). Conducting the required prepayment or submitting the
required security conditions the completion of the order. Moreover, in the event of the nonfulfilment by the Recipient of the required prepayments or the non-submission of the required
securities indicated by the Seller in time, the Seller is authorised to withdraw from the
Agreement in full or in part, without indicating a further date. The above rules are in force in
relation to the Recipient, to whom the Seller did not grant a credit limit, with the stipulation
that such a Recipient is obligated to pay the full amount due for the goods before making the
goods available by the Seller.
6. Insofar as the parties do not agree otherwise, the dues connected with the sale of the
goods, also including the possible costs of transport, are payable at the same time as the
payment for the goods.
7. Regardless of the indications of the Recipient, the Seller is authorised to allocate the
payments made by the Recipient on account of the freely selected dues towards the
Recipient (specifically dues that are the most outstanding). Moreover, in the event of the
Art Neon Lighting spółka z ograniczoną odpowiedzialnością spółka jawna
ul. Zawiła 3 | PL-30-442 Kraków, Polska | P: +48 12 415 50 50 | F: +48 12 665 40 50 | [email protected] | www.artneon.pl
NIP 9452026669 | REGON 120006136 | KRS 0000504300 Sąd Rejonowy dla Kraków-Śródmieście
Kapitał zakładowy opłacony w całości: 2.150.000 PLN
6
arising of additional costs and interest on outstanding dues, the Seller is entitled, regardless
of the indications of the Recipient, to the right to allocate additional payments in first order
towards the costs, interest, and at the towards towards the main balance due.
8. In the event of the lack of payment the Recipient falls into arrears, without the need of
indicating additional premises. From the date of falling into arrears, the Seller is authorised to
calculate statutory interest, and all of the Recipient's payment obligations towards the Seller,
resulting from the mutual commercial relations, shall mature immediately and the Seller is
authorised to pursue their payment.
9. Moreover, in the event of the Recipient's delay in the payment or the Seller becoming
aware of circumstances which could indicate the worsening of the Recipient's solvency or
creditworthiness, specifically if the transaction insurer refused to grant or continue the sales
insurance for the benefit of the Recipient, or decreases the Recipient's credit line, the Seller
is authorised to withhold the performance of the submitted but not completed orders, or make
their completion dependent on the settlement of all outstanding payments and/or making
indicated prepayments or the presentation of relevant securities indicated by the Seller (both
in terms of the form and the content) (i.e. bank guarantee from a Polish bank), and in the
case of the non-performance of the obligations resulting from the Seller's notice within the
time period indicated by the Seller, withdraw from all or some of the Agreements in full or in
part.
V. Implied Warranty
1. The Seller shall hold liability for defects of goods under the implied warranty in compliance
with the principles given below, unless the Seller grants the Recipient a warranty for specific
goods. In this latter case, the Seller's liability under the implied warranty for physical defects
shall be excluded, whereas the quality warranty principles are set forth in a separate
document including the information or manner of obtaining of information on the conditions of
use of the item subject to the warranty.
2. The Seller's liability on the grounds of the implied warranty for defects and quality warranty
shall expire within 12 months as of the date of issuance of the goods, unless the parties
agree on another date in writing.
Art Neon Lighting spółka z ograniczoną odpowiedzialnością spółka jawna
ul. Zawiła 3 | PL-30-442 Kraków, Polska | P: +48 12 415 50 50 | F: +48 12 665 40 50 | [email protected] | www.artneon.pl
NIP 9452026669 | REGON 120006136 | KRS 0000504300 Sąd Rejonowy dla Kraków-Śródmieście
Kapitał zakładowy opłacony w całości: 2.150.000 PLN
7
3. The Seller's liability under the implied warranty for defects shall extend solely and
exclusively to defects existing prior to the transfer of risk onto the Recipient or defects arisen
from causes attributable to the previously supplied goods. The burden of proof in this scope
shall rest with the Recipient. The Seller's liability shall not extend to defects of which the
Recipient knew or may have taken the knowledge of, should due diligence be observed at
the moment of the issuance of the goods.
4. The Seller shall not be liable for mechanical damage to the goods, including damage
sustained by the goods in transport (in the case the goods are collected by the Recipient
themselves or by a carrier hired by them) and as a result of inappropriate unloading, as well
as the damage attributable to incorrect or careless assembly, use, maintenance, or storage
of goods by the Recipient or third parties, as well as damage attributable to repairs or
modifications performed. The Seller shall not be liable for erroneous specification of technical
parameters of the goods or their quantity. The Seller shall not be liable for the Recipient's
achievement of the expected results.
5. The Recipient shall be entitled to raise potential charges on the grounds of the implied
warranty only when the Recipient complied with the obligation to examine the object of the
sale transaction and to notify the Seller about detected defects of the object of the
transaction in keeping with the rules set forth below. The Recipient hereby commits to
examine the goods thoroughly in terms of their quantity, compliance with technical
specification set forth in the Agreement, and in terms of potential visible defects at the
moment of the collection of the goods. Also the attached documentation of the goods shall
be verified. After the examination of the goods, a document of issuance shall be signed. Any
complaints regarding the quantity and the quality shall be reported by the Recipient in writing
within 24 hours since the issuance of the goods at the latest, whereas in the case of hidden
quality defects the Recipient was unable to detect despite a thorough examination on
collection, the Recipient shall report such defects in writing within 24 hours as of detecting
them. The complaint shall contain the marking of the goods, quantity, cause of the complaint
(defect description), no. and date of issuance of the invoice and a Goods Issued Note,
potentially the address at which the goods were installed).
6. Failing to comply with the above-mentioned complaint deadlines and/or the abovementioned form and content of the complaint shall result in the Recipient's loss of rights from
Art Neon Lighting spółka z ograniczoną odpowiedzialnością spółka jawna
ul. Zawiła 3 | PL-30-442 Kraków, Polska | P: +48 12 415 50 50 | F: +48 12 665 40 50 | [email protected] | www.artneon.pl
NIP 9452026669 | REGON 120006136 | KRS 0000504300 Sąd Rejonowy dla Kraków-Śródmieście
Kapitał zakładowy opłacony w całości: 2.150.000 PLN
8
the implied warranty or quality warranty in relation to a given defect. Any resale, installation
or any other modification of the goods by the Recipient, of which the Seller is not notified,
shall bear the same effects. The Seller's taking up of control of the reported defects or
actions aimed at the removal of a defect does not exclude the possibility of raising the charge
that the complaint was lodged in an untimely and incorrect manner by the Seller.
7. In the case of a substantiated complaint, the Seller, at his discretion shall either remove
the defects or replace the goods with goods free of defects. The above-mentioned
obligations of the Seller shall be delivered within the time limit each time indicated by the
Seller. In such a case, Recipient's further claims on the grounds of defects, including the right
to demand a lower price and to withdraw from the Agreement, shall be excluded. The Seller
shall have the right to refuse to remove defects or to deliver goods free of defects if it entails
incurring disproportionally high costs. The costs are considered disproportionally high when
they exceed 40% of the net value of the goods covered by claims from the implied warranty.
8. In the event of refusing to repair/replace defective goods or two unsuccessful attempts at
repair/replacement of the defective goods, the Recipient shall have the right to withdraw from
the Agreement in the part related to the defective goods. In the event when the Recipient
effectively declares that they take advantage of the right to a lower price, the right to
withdraw from the Agreement on the grounds of the same defect shall be waived. In the case
of insubstantial defects, the Recipient shall be entitled only to the right to demand a lower
price. To be valid, the demand for the lower price or, potentially, a declaration on withdrawal
from the Agreement shall be made in writing and shall be sent by registered mail to the
Seller's address provided in the National Court Register.
9. In the event a complaint is found to be unsubstantiated, all the costs arising in connection
therewith, including the costs of transport, shall be borne by the Recipient.
10. The Seller shall have the right to withhold the performance of the Recipient's claims from
the implied warranty and quality warranty until the Recipient settles all the outstanding
obligations.
13. Lodging a complaint shall not authorise the Recipient to withhold the payment for goods
or a part thereof.
Art Neon Lighting spółka z ograniczoną odpowiedzialnością spółka jawna
ul. Zawiła 3 | PL-30-442 Kraków, Polska | P: +48 12 415 50 50 | F: +48 12 665 40 50 | [email protected] | www.artneon.pl
NIP 9452026669 | REGON 120006136 | KRS 0000504300 Sąd Rejonowy dla Kraków-Śródmieście
Kapitał zakładowy opłacony w całości: 2.150.000 PLN
9
VI. Liability
1. Insofar as the mandatory provisions of law or provisions of these Terms and Conditions do
not provide otherwise, the Seller's liability shall be based on the principle of guilt and shall be
limited solely and exclusively to the cases of culpable fault or glaring negligence. The liability
shall always be limited to damages being the normal, possible to predict, and immediate
consequence of the Seller's action or inaction. Any further-reaching liability of the Seller
arising from the non-performance or improper performance of the Agreement other than
stipulated in these Terms and Conditions shall be excluded without prejudice to the
mandatory provisions of law. In particular, in no case does it extend to indirect damage,
damage in the form of lost profits, and production losses.
2. The provisions of point 1 above shall be binding in relation to, respectively, claims for
damages other than those arising from the non-performance or improper performance of the
Agreement, in particular to the claims on the grounds of tort, barring the claims on the
grounds of liability for damage inflicted by a hazardous product or personal injuries.
3. In the scope in which the Seller's liability is excluded or limited, such an exclusion or
limitation shall apply to the personal liability of Seller's statutory representatives, employees
and collaborators, as well as persons to whom the Seller entrusted the performance of the
obligation.
VII. Force Majeure
The parties shall not be held liable for a partial or total non-performance of the obligations
arising against the concluded Agreement if the non-performance was due to the Force
Majeure circumstances. Force Majeure shall be understood as any and all circumstances
that occur after the conclusion of the Agreement and are independent of the parties' will,
render the performance of contractual obligations impossible, and effects of which may not
be avoided, e.g. natural disasters, administrative limitations, import bans, activities of state
agencies, changes in legal regulations, warfare, strikes, etc.
Art Neon Lighting spółka z ograniczoną odpowiedzialnością spółka jawna
ul. Zawiła 3 | PL-30-442 Kraków, Polska | P: +48 12 415 50 50 | F: +48 12 665 40 50 | [email protected] | www.artneon.pl
NIP 9452026669 | REGON 120006136 | KRS 0000504300 Sąd Rejonowy dla Kraków-Śródmieście
Kapitał zakładowy opłacony w całości: 2.150.000 PLN
10
VIII. Final Provisions
1. Payment by the Recipient of any amounts due to the Seller by way of deduction as well as
transfer by the Recipient of any amounts due from the Seller require the Seller's written
consent to be valid.
2. The Recipient and the Seller hereby commit to keep the technical and financial details of
their cooperation confidential.
3. These Terms and Conditions as well as the Agreements concluded on their basis shall be
governed by the Polish law. In any matters unregulated in these Terms and Conditions, the
provisions of the Civil Code shall apply in particular.
4. In the event of the potential ineffectiveness of the individual provisions of these Terms and
Conditions, the remaining provisions thereof and the Agreements concluded on their basis
shall remain in force. The ineffective provisions shall be replaced with other effective
provisions, best-suited to the economic goals of the replaced provisions.
6. The court competent for the Seller's registered office shall be the court competent to
adjudicate in all disputes that may arise against the Agreements concluded on the grounds of
these Terms and Conditions.
7. These Terms and Conditions shall be binding for all the Sale Agreements concluded after
_____________ 2014 r.
8. In the case of agreements concluded prior to ______________, these Terms and
Conditions shall be binding in the scope unregulated in such agreements.
9. These Terms and Conditions as well as any changes thereto shall be made public in a
digital version on the Seller's website in the manner allowing the Recipient for downloading,
storing, and retrieving them in the course of their regular activities.
Art Neon Lighting spółka z ograniczoną odpowiedzialnością spółka jawna
ul. Zawiła 3 | PL-30-442 Kraków, Polska | P: +48 12 415 50 50 | F: +48 12 665 40 50 | [email protected] | www.artneon.pl
NIP 9452026669 | REGON 120006136 | KRS 0000504300 Sąd Rejonowy dla Kraków-Śródmieście
Kapitał zakładowy opłacony w całości: 2.150.000 PLN
11