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General Terms & Conditions for Sales and Delivery - valid from 29th January 2022

 

General Terms & Conditions for Sales and Delivery of Products and Serviced rendered by UGOS

General provisions.

§ 1 

  1. These General Terms & Conditions for Sales and Delivery of Products and Serviced (hereinafter referred to as “GT&C”) shall apply to any contract or agreement (hereinafter referred to as “the Contract”) concluded in any form by and between UGOS Ochrona Środowiska Sp. z o.o. SP.K Company with office at ul. Mysikrólika 2a, 02-809 Warszawa, Poland, KRS no.: 0000575920 (hereinafter referred to as “UGOS”) and the Buyer. The Contract shall be concluded in particular by way of the UGOS accepting performance of order submitted by the Buyer or by way of concluding the Contract in writing.
  2. These GT&C shall constitute as an integral part of any contract referred to in paragraph 1 above. 
§ 2 
  1. According to the GT&C definition, the Buyer shall be an entrepreneur, i.e. a legal person, organisational entity without legal personality, or a natural person conducting business or professional activity. 
  2. These GT&C shall not apply to contracts concluded with consumers within the meaning of Art. 22[1] of the Civil Code. 
§ 3 

These GT&C shall constitute as integral part of the Contract and shall become valid at the moment of concluding the Contract. 

§ 4 

The Contract may also include provisions other than provisions included in these GT&C. In such event, the Parties shall be bound by the Contract and these GT&C within provisions not changed by the Contract. 

Conclusion of the Contract. 

§ 5 
  1. In particular, contracts shall be concluded by way of the UGOS accepting performance of order submitted by the Buyer, including by means of long-distance communication, in particular e-mail, phone, and fax. 
  2. The UGOS Company shall prepare and provide the Buyer with information concerning conditions of concluding the Contract, which at the least shall include: 
  3. a) description of goods or services which constitute the subject matter of the Contract; 
  4. b) suggested net price expressed in PLN;
  5. c) approximate delivery date; 
  6. d) payment terms and conditions. 
  7. The pricing mentioned in § 5 par. 2 of these GT&C shall not constitute an offer in the meaning of Art. 66 § 1 of the Civil Code.
§ 6 

When concluding the Contract, the Buyer shall recognise claims of the UGOS stemming from unsettled charges on the basis of contracts previously concluded with the UGOS. In the event of failure to pay amounts mentioned above within 7 days from the Contract conclusion date, the UGOS shall have the right to halt the delivery of goods or services that constitute the subject matter of the Contract, where such halt of delivery shall not stop the requirement to pay remuneration due to the UGOS on the basis of the Contract. 

§ 7 

The conclusion of the Contract shall occur (i) in case of concluding the Contract in mode mentioned in par. 5 of the GT&C - at the moment of the UGOS accepting the performance of order submitted by the Buyer on the basis of pricing sent by the UGOS, and (ii) in case of concluding the Contract in writing – at the moment of signing the Contract by the last Party.

 

§ 8 

Pursuant to each Contract, the UGOS shall oblige to transfer the ownership rights to subject matter of the Contract to the Buyer and the Buyer shall in particular oblige to pay price and accept the subject matter of the Contract. 

The Buyer shall also oblige to provide correspondence address regarding the concluded Contract, contact details of person authorised to contact regarding the concluded Contract, and address to which goods ordered according to the Contract shall be delivered. 

In the event of concluding the Contract despite the Buyer failing to carry out any of its obligations mentioned in § 8 par. 2 of the GT&C, the UGOS shall be entitled to: 

  1. a) put performance of the Contract on hold; or
  2. b) leave the subject matter of the Contract delivered at the address indicated by the Buyer at the cost and risk of the Buyer; or 
  3. c) hand over the subject matter of the Contract to person residing at the address indicated by the Buyer, in particular a site manager, a representative of the Investor, or the General Contractor. 

In the event when the subject matter of the Contract shall be water and waste water treatment facilities, the Operation and Maintenance Manual valid in the scope not covered by the GT&C, as well as in the event when they shall contain provisions different than the GT&C provisions in similar issues, delivered by the UGOS shall apply.

Contract Performance Conditions. 

§ 9 

In any case, the place where UGOS performs any services included in the Contract shall be registered office of UGOS. 

The issuance of subject matter of the Contract shall occur at the moment of entrusting the subject matter of the Contract to a carrier, who shall deliver the subject matter of the Contract to the Buyer within the scope of business activity under conditions defined in the Contract and in the contract of carriage concluded between the Seller and the carrier. The Seller shall choose the carrier and conditions of the contract of carriage. The risk of loss of or damage to the subject matter of the Contract shall pass to the Buyer at the moment the subject matter of the Contract being entrusted to the carrier. 

The UGOS shall oblige to perform assembly and commission services of the subject matter of the Contract in favour of the Buyer under conditions agreed between the Parties during negotiations, where the UGOS shall indicate the Buyer the necessary actions that the Buyer shall undertake in order to enable the performance of assembly and commission services of the subject matter of the Contract. The assembly and commission services are additionally paid and its price and conditions shall be determined in the pricing. 

Any delay of actions to be performed by the Buyer mentioned in § 9 par. 3 above shall not entitle the Buyer to hold payment of the purchase price for the subject matter of the Contract. In addition, the UGOS shall not take any responsibility for failure to perform or undue performance of such actions by the Buyer. 

In the event of the UGOS and the Buyer agreeing that the Buyer shall pay an advance at the moment of concluding the Contract, the payment of advance (crediting of advance amount agreed in the Contract on the bank account of UGOS) shall commence the progress of delivery date of the subject matter of the Contract and the progress of assembly and commission progress. Failure to pay the advance shall also not be recognised as withdrawal or termination of the Contract in any form or for any reason by the Buyer, who shall be obliged in such case to pay the purchase price if the UGOS shall indicate in any way readiness to provide services in favour of the Buyer according to the Contract. 

Any payment due for the Contract shall be made by the Buyer according to VAT invoices issued by the UGOS to the bank account indicated in such invoice. 

The Parties mutually agree that the VAT invoice issuance date shall be equal to the date of delivering the subject matter of the Contract by the UGOS. The Parties shall also mutually agree that the payment date set in the invoice shall not be less than 30 days from the issuance date. In the event of delivering the subject matter of the Contract in parts, the UGOS shall have the right to issue a separate invoice for each part of the subject matter of the Contract. 

UGOS shall reserve a possibility to limit, with respect to amount, values of purchase orders being delivered to the Buyer, depending on financial situation of the Buyer, its commercial performance, and its ability to pay any amounts due to the UGOS. 

In the event when the Buyer shall be denied a merchant credit by an insurance association, the UGOS shall be entitled to demand payment for any goods ordered to be made 2 days before shipment.

If and to the extent that the scope of deliveries shall include software, the Buyer shall be entitled to non-exclusive right to use the software to be delivered together with its documentation. Such software shall be provided for use on subject matter of the Contract intended for such use. Using software on more than one system shall be prohibited. The Buyer may only copy, rework, translate, or change such object code to source code to the extent set forth in statutory acts (Art. 75 of the Copyright Act of the 4th February 1994). The Buyer shall oblige to not remove any manufacturer’s designations, in particular copyright reservations, and to not alter them without acquiring a prior consent from the Seller. All remaining rights to software and documentation, including copies, shall be granted to the Seller or software Supplier. Sub-licensing shall not be permitted.

Delivery time for the subject matter of the Contract. 

§ 10 

Delivery times for the subject matter of the Contract shall be indicated in the Contract. 

Failure to comply with delivery time or assembly and commission time by the UGOS by reasons attributable to the Buyer shall not authorise the Buyer to hold payment of the purchase price and any such holding of payment shall constitute grounds for the Buyer to rescind from the Contract in its part concerning the obligation to assembly and commission, as well as to deliver the subject matter of the Contract. In such case, delivery, as well as assembly and commission of the subject matter of the Contract shall be provided at the Buyer’s discretion. The UGOS shall be authorised to issue VAT invoice(s), which in total shall amount to the purchase price. In the event when the subject matter of the Contract shall be delivered in parts, the UGOS shall be entitled to hold delivery of any part if the Buyer shall delay payment of amounts due for a part of the subject matter of the Contract which shall already be delivered to the Buyer. 

In the event of any delay in delivery time, the UGOS shall pay the Buyer a contractual penalty in the amount of 0.2% of the purchase price for each commenced week of delay. The contractual penalty, as stated above, shall exhaust all possible claims by the Buyer, lodged in case of delay in delivery time or in case of delay in assembly and commission time, in particular any compensation claims due to requirement for the Buyer to pay any amounts requested to be paid as a result of delay in delivery time attributable to the UGOS with regard to performance of the Contract. The contractual penalty determined in such way shall not exceed 5% of the price of the subject matter of the Contract.

A part of the subject matter of the Contract shall be performed by UGOS subcontractors. The Buyer shall not be entitled to lodge any claims against UGOS due to undue performance of or failure to perform the Contract by the UGOS resulting from undue performance of or failure to perform a contract concluded by and between the UGOS and its subcontractor, which performed a part of the subject matter of the Contract. 

Warranty.

§ 11 

The UGOS shall provide the Buyer with a guarantee for the subject of the contract in the scope and under the conditions specified in the guarantee document the Buyer shall be given by the UGOS. To allow the UGOS to repair a defect covered by the guarantee, the Buyer shall oblige to carry out any and all necessary actions or works that shall enable the UGOS to repair the defect, in particular to empty and, if necessary, remove the device that shall be the subject to guarantee repair at its own cost.

Provision of services, including cleaning, waste collection and disposal, technical reviews, and any other required operations shall not be covered by the Contract. Such services shall be charged separately and shall require a separate contract, which shall set forth specific conditions of providing such services. The Buyer shall oblige to comply with the maintenance intervals of the subject matter of the Contract and with any and all provisions indicated in the Operation Manual and the warranty conditions, which shall constitute as a condition to being provided with entitlement to lodge any warranty and post-warranty claims.

The warranty shall be granted, provided that the Buyer shall pay the entire purchase price. Under the condition of due performance of the Contract by the Buyer, in particular completion of payment of the entire purchase price by the Buyer, the Seller shall allow the Buyer to transfer its warranty rights to a third party, in particular the Investor of investment, which shall include the subject matter of the Contract as its part.

The Buyer shall only be entitled to warranty claims due to any defects being found in the subject matter of the Contract under conditions set forth in the warranty document. Therefore, the Parties shall exclude the responsibility of the UGOS for warranty for defects in the widest scope possible.

The total responsibility of the UGOS towards the Buyer for any and all damages shall be restricted to the amount constituting an equivalent to 1% of the purchase price, where such contractual penalty shall only be paid once to the Buyer and shall exhaust all claims available to the Buyer constituting as a consequence of defects in the subject matter of the Contract, in particular compensation claims due to requirement for the Buyer to pay any amounts requested to be paid as a result of any defect in the subject matter of the Contract.

The UGOS shall transfer any warranty entitlements to the subject matter of the Contract or its part to the Buyer if it shall be delivered by a third party under conditions stipulated in the warranty document. In such event the Buyer shall oblige to perform its warranty entitlements solely towards such third party and the warranty granted by the UGOS shall not apply in such scope.

The UGOS shall have the right to transfer rights or obligations resulting from the Contract to any chosen third party, in particular to companies that are affiliated directly or indirectly with, personally-related to, or finance-related to the UGOS.

Final provisions. 

Any disputes arising out of or related to the Contract which cannot be settled in amicable way shall be settled by a common court with jurisdiction over the registered office of UGOS. 

Reference

UGOS OCHRONA ŚRODOWISKA
SP. Z O.O. SP.K
ul. Mysikrólika 2a
02-809 Warszawa
biuro@ugos.com.pl
tel: 22 643 90 70
fax: 22 643 90 71

22 643 90 70
biuro@ugos.com.pl