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Terms and conditions of ELS Partner

§1 Object ofthe general conditions ofsale

The object ofthe present general sales conditions is to establish mutual rights and obligations arising from the conclusion between the Seller and the Buyer the contract of sale of the Goods.

§2 Scope of Application

These generalconditions of sale apply to all contracts for the sale of the Goods from the Buyer, of which there is no individual contract of sale of the Goods excluding applicability of these general conditions of sale.

§3 Offers andorders

1.The offers made by the Seller for goods and services are valid for a period of 14 days from receipt of the offer by the Buyer, unless otherwise agreed. The offer expires if the buyer does not accept unconditional offer by giving 14 days written request.
2. The contract is binding for the Seller only if one accepts, in writing, or if you deliver ordered goods to the Buyer.

§4 Prices and payment terms

1.Documentation ofthe settlement between the parties will invoice issued by the Seller.
2.The payment due Seller by Buyer shall be made on terms agreed between the parties. Payment will be made to the bank account indicated on Seller's invoice / proforma invoice.
3. Complaint by the Buyer shall not entitle him to refrain from paying the price for purchased goods.
4. In case of delay in the payment, Seller has the right to charge default interest on the unpaid amount equal to the rate of bank credit in the current bank account of the Seller.
5. The payment period is counted from the date of invoice to the subject of the contract;
6.The date of payment shall be the date when the bank account of Seller

§5 Property law for Goods

1.Sellerreserves the ownership of the goods being sold until the price to pay in full by the Buyer.
2.The buyer this time has no right to sell, pledge or otherwise charge the Goods.


§6 Correction invoices

1.If you need to correct the value or quantity of goods sold to the buyer the seller will issue the invoice correction.
2. Buyer within 14 days of receipt of the signedmemo will send an invoice to Seller. In case of delay in submitting a signed Buyer's memo Seller has the right to claim liquidated damages in the amount of PLN 50 per day of delay. 

§7 The confidentiality.

1.The parties tothe sale undertake to preserve the confidentiality of contract, as well as all financial and commercial information obtained at the conclusion and implementation, which may constitute a trade secret within the meaning of. Paragraph 11. 4 of the Act of 16 April 1993 on unfair competition.

2. Transfer of knowledge by the Seller by this confidential its subsidiaries or parent entities does not constitute a breach of this obligation.
3. It isn’t considered an infringement of confidential transmission of confidential legal consultants, auditors of the parties, bodies to which the transfer of information is covered by the obligation stemming from generally applicable laws.

§8 Responsibility

1. Selleris responsible only for the usual effects of failure or faulty fulfillment of obligations. A necessary condition of liability is gross negligence of the Seller.

2. Further claims are excluded Buyer

§9 The passing of risk

1.The liability of Seller for the Goods passes from the seller to the buyer on the earlier of these two dates: a) the date of delivery of the Goods to the Buyer, Buyer's representative or the person who authorized the buyer to take delivery, or b) the agreed date of delivery, if the Buyer fails to take delivery in a manner required under a separate agreement.

§10 The limitation of liability.

1.The parties agreethat the liability of the Seller to the Buyer shall not exceed the invoice price of goods.

2.Seller is not responsible for any loss of profits or revenue, loss of time or loss of use of machinery or equipment. In any event, Seller shall not be liable for any loss or special or indirect damages.

3. Seller cannot be held responsible if the buyer's use of the goods infringe intellectual property rights of third parties.

§11 Competent court

All disputesarising from their sales of the Goods shall be settled by competent court for the place where the Seller. 

§12 The final provisions

1.If any provision ofthese general conditions of sale will be held to be invalid, illegal or unenforceable for any reason, that provision shall be ineffective only to the extent that it is invalid, illegal or unenforceable, without affecting the validity of the remaining provisions of the general conditions of sale and without prejudice the validity or enforceabilityof that provision in another jurisdiction. In place of the challenged or invalidated provisions shall generally applicable law.
2. Seller may transfer all the rights arising from the contract of sale of goods to a third party.
3. Cases not covered by these general conditions of sale shall be governed by the Civil Code.

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