General Terms and Conditions of Sale of Fibicon Polska

Fibicon General Terms and Conditions of Sale of Fibicon Polska

Preamble

These General Terms and Conditions of Sale (hereinafter: “GTCS”) set forth the principles governing the conclusion and performance of contracts for the sale of goods or services between Fibicon Polska Sp. z o.o. (hereinafter: “Fibicon Polska”) and the Buyer, being an entity operating in the public or private sector, particularly in industries requiring high standards of safety, quality, and legal compliance. The GTCS form an integral part of every commercial contract unless the Parties expressly agree otherwise in writing under penalty of nullity. These GTCS take into account the specifics of cooperation with entities subject to special regulations, including provisions concerning the trade of strategic goods, Polish law, and international law.

§ 1. Definitions

  1. Fibicon Polska – Fibicon Polska Sp. z o.o., with its registered office at ul. Kwidzyńska 71, 51-415 Wrocław, Poland, Tax ID (NIP): 8982280889, REGON: 522709817, KRS: 0000984263, supplying goods or services under these GTCS, operating in accordance with applicable legal regulations.
  2. Buyer – a legal person, an organizational unit without legal personality, or a natural person conducting business activity, being the other Party to the contract for the sale of Goods or Services offered by Fibicon Polska, not being a consumer within the meaning of Article 221 of the Act of 23 April 1964 – Civil Code (Journal of Laws 2018.1025), entering into a contract with Fibicon Polska in connection with professional activities in the public or private sector, particularly in industries requiring high standards of safety and quality.
  3. Contract – a contract for the sale of goods or services concluded between Fibicon Polska and the Buyer, of which these GTCS form an integral part.
  4. Goods – tangible items, including equipment, devices, spare parts, technologies, or other goods specified in the Contract, particularly strategic goods subject to legal regulations on trade control.
  5. Service – intangible services, including design, maintenance, repair, or other services specified in the Contract.
  6. Strategic Goods – products, technologies, software, or other items subject to legal regulations on trade control, including armaments or dual-use goods, regulated by:
    • The Act of 29 November 2000 on foreign trade in goods, technologies, and services of strategic importance for state security and the maintenance of international peace and security,
    • Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 establishing a Union regime for the control of exports, brokering, technical assistance, transit, and transfer of dual-use items.
  7. Sanctions – restrictions, embargoes, prohibitions, or other measures imposed by governments, international organizations, including the European Union, the United Nations, or other competent authorities, concerning trade, export, import, finance, or economic activities.
  8. Specification – a document or set of technical, functional, or quality requirements regarding the Goods or Services, forming an annex to the Contract.
  9. Force Majeure – circumstances or events beyond the control of the Parties, preventing or hindering the performance of the Contract, in particular natural disasters, acts of war, strikes, governmental restrictions, export/import bans, infrastructure failures, or other unforeseeable and unavoidable events.
  10. Confidential Information – any technical, technological, commercial, organizational, or other information obtained in connection with the performance of the Contract, including trade secrets, know-how, patents, designs, technical drawings, and data concerning production processes.

§ 2. Conclusion of the Contract

  1. Upon receipt of an inquiry from the Buyer, Fibicon Polska shall provide the Buyer with an offer. The offer shall specify the reference codes of the Goods, their description, the unit price of each Good, the total offer value, the payment terms, and the availability of the Goods.
  2. The offer submitted by Fibicon Polska shall be binding for a period of 7 days unless otherwise specified in the offer. The offer’s validity period begins on the date of dispatch of the letter or email by Fibicon Polska.
  3. During the offer’s validity period, the Buyer may accept the offer at any time by placing an Order for the Goods covered by the offer. The date of order placement is deemed to be the date of delivery of the letter, receipt of the fax, or email to Fibicon Polska. The offer of Fibicon Polska may only be accepted by the Buyer without reservations.
  4. The Buyer’s Order, preceded by an offer from Fibicon Polska, shall include:
    a) reference to the offer,
    b) description of the ordered Goods, consistent with the designations in the offer,
    c) required delivery date, not shorter than the date specified in the offer,
    d) place of delivery of the Goods,
    e) name and surname of the person authorized to receive the Goods,
    f) address of the Buyer’s registered office, or in the case of Buyers who are natural persons – the address where the business activity is conducted and the residential address,
    g) Tax ID (NIP), telephone number, and email address of the Buyer,
    h) name, surname, telephone number, and email address of the contact person.
  5. Any discrepancies or deficiencies in the Order’s content shall be the responsibility of the Buyer.
  6. It is assumed that the person designated by the Buyer as the contact person is authorized by the Buyer to make declarations of intent and knowledge regarding the Contract, including its conclusion, amendment, clarification, termination, or cancellation, as well as to receive the Goods.
  7. The basis for fulfilling the Order is its confirmation by Fibicon Polska. Upon receipt of the Order referred to in point 2.4, Fibicon Polska shall promptly, no later than within 7 working days, confirm acceptance of the Order or refuse to accept it for fulfillment. Confirmation of Order fulfillment may be sent in writing, by fax, or by email.
  8. The Contract is concluded upon confirmation of the Order by Fibicon Polska, consisting of: the offer of Fibicon Polska, the Buyer’s Order, confirmation of Order acceptance by Fibicon Polska, and these General Terms and Conditions of Sale.
  9. Fibicon Polska reserves the right to refuse acceptance of an Order without stating a reason, particularly in the case of non-compliance with regulations concerning the trade of Strategic Goods or Sanctions.
  10. If the fulfillment of the Order is impossible in the scope specified by the Buyer (e.g., assortment, quantity, or deadline), Fibicon Polska shall propose feasible terms of fulfillment in the Order confirmation. The Buyer may withdraw from the Order within 3 working days from receiving the Order confirmation, in writing or in documentary form.
  11. In the event of inability to perform the Contract due to reasons attributable to the Manufacturer or due to Force Majeure, Fibicon Polska may withdraw from the Contract within 3 months from its conclusion, without liability for any resulting damages.

§ 3. Price and Payment Terms

  1. The price of the Goods or Services is specified in the Order Confirmation and is a net price, to which VAT and, where applicable, customs duties and import-export tariffs are added in accordance with applicable regulations.
  2. Payment shall be made based on a VAT invoice issued by Fibicon Polska, within the deadline specified in the commercial offer, to the bank account indicated on the invoice.
  3. The Buyer authorizes Fibicon Polska to issue VAT invoices without the signature of the person authorized to receive them on behalf of the Buyer and to send them to the correspondence address provided by the Buyer.
  4. The date of payment receipt is deemed to be the date of crediting the funds to Fibicon Polska’s bank account.
  5. Fibicon Polska reserves the right to suspend the performance of the Contract and the delivery of Goods in the event of failure to make the required advance payment, notifying the Buyer promptly.
  6. Fibicon Polska may suspend the performance of all or some Contracts concluded with a given Buyer and suspend the acceptance of new Orders from the Buyer in the event of any overdue payment or exceeding the credit limit established with the Buyer, notifying the Buyer promptly.
  7. For Orders requiring an advance payment, the Contract is deemed concluded upon receipt of the full advance payment amount in Fibicon Polska’s bank account. Fulfillment deadlines run from the date of receipt of the advance payment.
  8. In the event of a delay in payment, Fibicon Polska is entitled to:
    a) charge statutory interest for late payment in commercial transactions,
    b) suspend the fulfillment of further Orders until the overdue amounts are settled,
    c) require prepayment for subsequent Orders.
  9. Payments are made without deductions or set-offs unless the Parties expressly agree otherwise. Filing a complaint does not release the Buyer from the obligation to make timely payments.
  10. Prices in foreign currencies are converted to PLN based on the NBP selling rate on the date of issuing the invoice or completing the sale, whichever occurs earlier.

§ 4. Delivery and Transfer of Risk

  1. Delivery of the Goods is carried out in accordance with the terms specified in the Contract and Incoterms 2020, with all final arrangements regarding the method, costs, and conditions of delivery to be agreed individually with the Buyer and confirmed in the commercial offer for each case.
  2. The risk of loss or damage to the Goods passes to the Buyer at the moment of handing over the Goods to the carrier or making the Goods available to the Buyer at Fibicon Polska’s warehouse, in accordance with the agreed delivery terms specified in the commercial offer.
  3. The Buyer is obliged to promptly receive the Goods at the place and time specified in the Contract. In case of delay in receipt, Fibicon Polska may charge storage costs at a rate of 0.5% of the Goods’ value for each day of delay in receipt by the Buyer.
  4. Fibicon Polska retains ownership of the Goods until the full payment of the price. In the event of bankruptcy or restructuring proceedings of the Buyer, the Goods shall be marked as the property of Fibicon Polska, and the Buyer is obliged to cooperate in protecting Fibicon Polska’s rights.

§ 5. Warranty and Guarantee

  1. Fibicon Polska warrants that the Goods are of good quality in terms of materials and workmanship. The provisions of this paragraph constitute the exclusive warranty conditions for the Goods unless Fibicon Polska has provided a warranty for the sold Goods under the terms specified in the warranty card attached to the Goods. Fibicon Polska bears no other liability under these GTCS (express or implied) for the quality of the Goods, their workmanship, fitness for installation, sale, or suitability for any other purpose.
  2. The warranty of Fibicon Polska does not cover defects caused by mechanical damage, high temperatures, bacterial action, contamination, or electromechanical factors, except for normal wear and tear.
  3. Fibicon Polska is liable under this warranty only if the Buyer:
    a) transported, stored, used, or installed the Goods in accordance with all information provided by Fibicon Polska and international industry practices,
    b) submitted a written complaint, by fax or email, documenting the reported defect or damage to the Goods, within 5 days from the date the Buyer first identified or could have identified the defect or damage,
    c) submitted the VAT invoice with the complaint, which is a necessary condition for effectively filing a complaint regarding the Goods,
    d) allowed Fibicon Polska to properly inspect the Goods,
    e) ceased using the Goods upon detecting or being able to detect their defectiveness.
  4. The costs of returning the defective Goods to Fibicon Polska shall be borne by the Buyer.
  5. Under the warranty provided in this paragraph, Fibicon Polska is obliged, at its discretion, to repair or replace the Goods in the first instance. The Buyer is not entitled to any other remedies once Fibicon Polska has repaired or replaced the Goods.
  6. This warranty automatically expires 12 months from the date of delivery of the Goods to the Buyer.
  7. The Buyer bears sole responsibility towards the Users of the Goods for claims raised by them and for the proper and timely performance of all warranty procedures.
  8. The warranty provided by Fibicon Polska does not cover defects in the Goods arising after their delivery to the Buyer, for which the Buyer bears full responsibility.
  9. Fibicon Polska is not liable for the compliance of the Goods with the expectations of the Buyer or Users, for the correctness of the Goods’ installation in a building, target premises, or externally, or for the incorrect selection of Goods for installation parameters.
  10. Fibicon Polska’s liability under statutory warranty is excluded. Fibicon Polska’s liability for damages, regardless of the basis, is limited to the value of the sold Goods (net invoice price of the Goods). Furthermore, Fibicon Polska is not liable for lost profits, wasted time, or loss of the ability to use the Goods by the Buyer or User.
  11. In the event Fibicon Polska issues a warranty card for the Goods, the provisions of the warranty card supplement the provisions of these GTCS regarding the scope of the warranty. In case of conflict between the warranty card and the GTCS, the provisions of the warranty card prevail, except for points 5.2–5.5 and 5.7–5.9, which apply regardless of the warranty card’s content.

§ 6. Compliance with Export and Sanctions Regulations

  1. The Buyer declares that:
    a) it is not an entity subject to Sanctions or controlled by such an entity,
    b) Goods purchased from Fibicon Polska will not be transferred to recipients subject to Sanctions, in particular to Russia or Belarus, in accordance with Council Regulation (EC) No 765/2006 and Council Regulation (EU) No 833/2014.
  2. The Buyer undertakes to provide Fibicon Polska with complete and accurate information regarding the purpose, end-user, and destination of Strategic Goods.
  3. Fibicon Polska reserves the right to verify the information provided by the Buyer and to refuse to fulfill an Order in case of non-compliance with regulations or Sanctions.
  4. The Buyer bears full responsibility for violations of regulations concerning the trade of Strategic Goods and Sanctions, releasing Fibicon Polska from liability for any resulting losses, damages, or penalties.

§ 7. Confidentiality and Intellectual Property Rights

  1. The Buyer undertakes to maintain the confidentiality of all Confidential Information obtained in connection with the performance of the Contract for an indefinite period unless such information becomes publicly available without breaching the Contract.
  2. Confidential Information may be disclosed only at the request of public administration authorities or courts, provided the Buyer promptly notifies Fibicon Polska of such a request.
  3. Fibicon Polska and its contractors remain the sole owners of intellectual property rights to the Goods, including patents, copyrights, trademarks, and know-how.
  4. The Buyer may not alter, remove, or infringe upon the intellectual property designations of Fibicon Polska or third parties.
  5. In the event of a breach of Fibicon Polska’s intellectual property rights, the Buyer is obliged to promptly notify Fibicon Polska and cooperate in protecting those rights.

§ 8. Force Majeure

  1. Neither Party shall be liable for non-performance or improper performance of the Contract caused by Force Majeure, provided the other Party is promptly notified.
  2. If Force Majeure persists for more than 3 months, either Party may terminate the Contract with immediate effect, without the right to compensation.

§ 9. Termination of the Contract

  1. The Contract may be terminated by either Party with a 30-day notice period unless the Contract provides otherwise.
  2. Fibicon Polska may terminate the Contract with immediate effect in the event of:
    a) a material breach of the Contract terms by the Buyer, in particular, a payment delay exceeding 60 days,
    b) a breach of regulations concerning Sanctions or the trade of Strategic Goods,
    c) a breach of confidentiality or intellectual property rights.
  3. Termination of the Contract does not release the Parties from the obligation to settle previous performances.

§ 10. Final Provisions

  1. These GTCS form an integral part of all Contracts concluded and performed by Fibicon Polska and apply throughout the duration of commercial cooperation. If the Parties have agreed on their rights and obligations in a separate written Contract, the provisions of that Contract take precedence, and the GTCS apply to matters not regulated in the Contract.
  2. Any deviations or supplements to these GTCS require written form for validity and, unless otherwise agreed, apply only to the specific Contract.
  3. In case of discrepancies between documents, the provisions of the Offer and Order Confirmation take precedence over the provisions of these GTCS.
  4. The GTCS, Offer, Order Confirmation, and Contract take precedence over any general terms and conditions (general purchasing conditions) applicable to the Buyer. The Buyer’s conditions apply only supplementarily and only to the extent they are not contrary to the provisions of the GTCS, Offer, Order Confirmation, or Contract.
  5. In case of contradictions or irreconcilable discrepancies, the generally applicable provisions of Polish law shall apply.
  6. Provisions of the Buyer’s general terms and conditions (general purchasing conditions) specifying the type and scope of Fibicon Polska’s obligations and imposing contractual penalties on Fibicon Polska apply only if expressly accepted by Fibicon Polska in writing.
  7. Any disputes arising from the Contract or these GTCS shall be resolved by the competent common court for the registered office of Fibicon Polska unless otherwise provided by law.
  8. The governing law for the Contract and these GTCS is Polish law, in particular the provisions of the Civil Code and other applicable Polish regulations.
  9. Any amendments to the GTCS require written form under penalty of nullity and take effect from the date of their publication on Fibicon Polska’s website for Orders placed after that date.
  10. In case of invalidity or ineffectiveness of any provision of the GTCS, the remaining provisions remain fully valid and effective.
  11. Fibicon Polska may engage third parties to perform the Contract and transfer rights and obligations arising from the Contract to third parties. The Buyer may not transfer rights and obligations without Fibicon Polska’s consent.
  12. These GTCS are effective from 01 June 2025 and are available on Fibicon Polska’s website under the “General Terms and Conditions of Sale” section and at its registered office.

 

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