General terms and conditions of sale for business transactions. (GTCs) v3.17
1. Scope of application
1.1 These General Terms of Sale ("GTsCs") are an integral part of sales contracts concluded between JM elektronik sp. z o.o. with its seat in Poland, Gliwice, 58 Karolinki Street registered in the District Court in Gliwice, Xth Economic Department of the National Court Register under the number 0000416117, holding the share capital in the amount of PLN 1,000,000 ("Seller"), and buyers of offered Goods ("Buyer"), unless otherwise specified in the contracts. Content of the contract of sale (the "Agreement") is set out in the Seller's order confirmation and in the GTsCs.
1.2 The Seller publishes GTsCc on the website www.jm.pl, thus making the Terms and Conditions available to the Buyer prior to the conclusion of the Contract. The Buyer has a possibility to copy the GTsCs from the Seller’s website, their storage and reproduction.
1.3 Deviations from GTsCs require written confirmation by the Seller under pain of nullity.
2. Conclusion of the contract
2.1 The condition for concluding a sales contract is to place an order and order confirmation by the Seller. Order confirmation by the Seller means that the Seller has received the order and that accepted it for execution. The order confirmation is an appropriate document sent electronically or by fax within 10 working days at the latest. The order confirmation may be replaced by delivery of the ordered goods at the same time. The contract is concluded after order confirmation by the Seller or on delivery of the goods ordered to the Buyer. Orders can be placed electronically via the Seller's website, by e-mail, fax or telephone and in writing. In case of orders placed by telephone, the Seller may require, that the Buyer confirms the content of the order by e-mail or in writing.
3. Delivery dates
3.1 The expected delivery dates expressed in the Buyer's order will be accepted by the Seller in the order confirmation. In case the Seller is not able to accept them, the best possible order execution dates will be stated in this document. The Seller may make the commencement of the execution of the agreement conditional upon or withhold the delivery until the amount due stated in the indicated document is paid. This applies in particular to the required advance payments and overdue payments for goods/services already delivered.
3.2 If the Seller, despite ordering from his supplier a delivery corresponding to the content of Buyer's order, will not receive it on time in the correct way, he will inform the Buyer and advise the current expected delivery date. If the Buyer does not respond this information within 5 days of its receipt, this will be equivalent to acceptance of the new schedule. The Buyer's claims on account of delayed delivery are thus excluded.
3.3 In the event of delayed delivery by the Seller, the Buyer may after the expiry of a reasonable period of grace withdraw from the contract. This period shall not start until the Seller will receive a written statement from the Buyer on the designation of the additional time limit stating that after that period he will cancel the order. Damage claims that can be made to claim instead of withdrawing from the contract are only permissible if the delay was caused by the Seller's gross negligence.
Claims for damages are limited to compensation for typical damage contractual limits within the limits of the damage actually suffered, excluding the benefits lost.
4. Prices
4.1 The prices stated in offers and confirmations of orders are expressed in the currency in which the document was issued. These prices are given EXW the Seller's warehouse in Gliwice and do not include VAT.
4.2 The prices stated in the offers are finally confirmed at the moment of the purchase order execution start. Prices put in the order confirmation are binding.
5. Delivery
5.1 The place of release of goods is the Seller's warehouse in Gliwice (EXW Gliwice). The Seller may on behalf of the Buyer order delivery of the goods to the place indicated by the Buyer with a forwarding company. Cost of shipment is covered by the Buyer.
6. Payments
6.1 Payment for the sale of goods/services should be made on time specified in the content of the commercial invoice calculated from the date of invoice by money transfer to the Seller bank account.
6.2 The date of payment shall be the date of receipt of the amount in the Seller's bank account.
6.3 The Seller has the right to change the agreed payment terms if it is found that there is a risk that the Buyer will not meet financial obligations under the sales contract.
6.4 In the event of delay in payment of the receivables, the Seller shall be entitled to charge statutory interest for each day of delay.
7. Complaints, liability
7.1 The seller gives a 12-month warranty for all goods delivered with the exception of special warranty conditions indicated on the sales invoice or 'EMS product' note. A possible extension of liability requires separate arrangements in written or documentary form (e.g. by concluding a separate warranty agreement).
7.2 Possible complaints shall be reported via the Seller’s website: complaint form
7.3 If a complaint is accepted, the Seller's obligations are as follows: replacement of the goods with a defect-free one or repair. If these actions are impossible or excessively difficult, the Seller may instead withdraw from the contract, thus returning the price of the goods. If only part of the goods are returned due to defectiveness (i.e. withdrawal from the contract is partial), only that part of the amount is reimbursed.
7.4 The warranty does not cover defects caused by improper use, installation, maintenance, defects caused by repairs made by the Buyer on his own.
8. Technical assistance and advice
8.1 Any technical assistance or advice provided by the Seller to the Buyer as to the use of any goods and other related to the Buyer's purchases shall be free of charge and shall be provided on a best knowledge basis to the Buyer. The Seller shall not be drawn by the Buyer to responsibility for the content or application of such advice, or technical assistance or the Seller’s employee position, as for giving the guarantee or even suggesting it. Seller's employees are not authorized to represent the position for any product or service, unless it is confirmed in writing by the Sales Director.
9. Installation, assembly, use
9.1 The Seller shall not be liable for other than expected effects of the delivered goods in combination with other components unless the Seller has specifically guaranteed this in form of writing.
9.2 The Buyer shall be solely responsible for the assembly, installation and operation of the goods purchased, including the receipt of licences or certificates required for the assembly, installation and operation of these goods.
9.3 The Buyer shall be obliged to test the delivered goods before they are used in serial production in conjunction with other components, to determine the correct effect of their cooperation. The client should test a sample quantity from each batch delivered to ensure that it works as expected, before it begins further assembly of the goods from the batch delivered.
9.4 Unless otherwise agreed in writing, the Goods purchased must not be used in life support equipment or systems, or in other cases in which the unreliability of the product may be life-threatening or cause catastrophic consequences. The Buyer releases the Seller from any claims by third parties which would result from failure to comply with this clues.
10. Force majeure
10.1 The Seller shall not be liable for non-performance or improper performance of its obligations under the Agreement, if the non-performance or inadequate performance is a result of an extraordinary change in circumstances, which could not have been foreseen when the Agreement was concluded, and which made it impossible, excessively difficult for the Seller to comply with of an obligation or would make the performance of an obligation threaten a seller with a blatant loss. In such a situation, the Seller shall be entitled the right to withdraw from the Agreement. By an extraordinary change of circumstances is understood in particular: natural disasters which make transport significantly more difficult, atmospheric phenomena, disasters, strikes, riots, warfare, restrictions of an administrative nature on trade or transport, legislative changes, epidemics, pandemics.
11. Final provisions
11.1 Any disputes arising in connection with the performance of an agreement concluded on the basis of these GTsCs shall be decided by the court having jurisdiction over the seat of Seller.
