GENERAL TERMS OF SALE
,,MEGA” – Zakład Produkcji Pojazdów Użytkowych
i Konstrukcji Stalowych Sp. z o.o.
I. General Provisions:
- These General Terms of Sale, hereinafter referred to as the “GTS”, constitute general terms of agreements within the meaning of the Civil Code, an integral part of the Product Sale Agreements, concluded by “MEGA” – Zakład Produkcji Pojazdów Użytkowych i Konstrukcji Stalowych Sp. z o.o. with its registered office in Nysa, entered into the Register of Entrepreneurs of the National Court Register kept by the District Court in Opole, 8th Commercial Division of the National Court Register under KRS number: 0000196021, Tax Identification Number (NIP): 7542762431, with a share capital of PLN 60,000, hereinafter also referred to as: the “Seller”.
- The provisions of the GTS shall apply unless otherwise specified in the written Agreement.
- These GTS exclude the use of other contractual templates not originating from “MEGA” – Zakład Produkcji Pojazdów Użytkowych i Konstrukcji Stalowych Sp. z o.o. with its registered office in Nysa (general terms of agreements, terms of sale, templates of agreements, regulations, etc.), except for those expressly accepted in writing by “MEGA” – Zakład Produkcji Pojazdów Użytkowych i Konstrukcji Stalowych Sp. z o.o. with its registered office in Nysa.
- The GTS are available on the website of “MEGA” – Zakład Produkcji Pojazdów Użytkowych i Konstrukcji Stalowych Sp. z o.o. with its registered office in Nysa at the following address: www.mega-nysa.pl
- If the Buyer remains in permanent trade relations with the Seller, receipt of the GTS by the Buyer together with one offer shall be deemed binding for all subsequent Agreements (until the content of the GTS is amended).
- Deviations from the GTS are only possible by explicit written (under pain of nullity) agreement between the Seller and the Buyer.
- The provisions of the GTS do not apply to the relationship between the Seller and the consumer and thus do not take into account the consumer’s rights under the warranty for physical and legal defects of the Product sold, nor the rights contained in the Act of 30 May 2014 on Consumer Rights.
- Fulfilling the obligation imposed by Article 4c of the Act of 8 March 2013 on the Prevention of Excessive Delays in Commercial Transactions (Journal of Laws of 2022, item 893, consolidated text of 25.04.2022), the Seller declares that it has the status of a large entrepreneur within the meaning of Annex I to the Commission Regulation (EU) No. 651/2014 of 17 June 2014 declaring certain types of aid compatible with the internal market in application of Articles 107 and 108 of the Treaty (OJ.EU.L.2014.187.1 of 26.06.2014). This declaration shall remain in force until the Seller declares that it has lost its status of a large entrepreneur.
- GTS – these General Terms of Sale.
- Seller – “MEGA” – Zakład Produkcji Pojazdów Użytkowych i Konstrukcji Stalowych Sp. z o.o. with its registered office in Nysa.
- Buyer – a natural person, a legal person, an organisational unit without legal personality, to which the act grants legal capacity, conducting a business or professional activity in its own name.
- Product – a product included in the Seller’s trade offer, to which the Agreement applies, in particular: steel and aluminium semi-trailers for the transport of e.g.: crops, aggregates, firewood, scrap metal; semi-trailers and trailers for the transport of logs and dolly trucks and other structures, being the subject of individual designs.
- Payment term – the deadline for payment of the Buyer’s liability as stated in the VAT invoice or resulting from the Agreement.
- Agreement – an agreement concluded between the Seller and the Buyer for the sale of Products, included in the Seller’s trade offer.
- Parties – an inclusive term for the Seller and the Buyer.
- Business Days – days from Monday to Friday between 8:00 a.m. and 4:00 p.m., except for statutory holidays.
- Information concerning the Seller’s products presented in catalogues, folders, brochures, etc., as well as placed on the Seller’s website are for information purposes only and do not constitute an offer within the meaning of the Civil Code.
- Any arrangements, assurances, guarantees, promises and amendments made orally by the Seller’s employees or representatives in connection with the conclusion of the Agreement, submission of an offer or confirmation of an order shall not be binding on the Seller or the Buyer and may not be the basis for any claims against the Seller or the Buyer.
- The Agreement is concluded on the basis of an offer sent by the Seller by e-mail or by registered mail, together with these GTS, in response to which the Buyer submits an Order by e-mail or by registered mail to the Seller’s address indicated in the offer, together with a statement of acceptance of these GTS and pays a deposit in the amount of 10% of the order value or another amount agreed individually.
- The Buyer’s order should contain at least the following details of the Buyer, to which the Seller shall also issue a VAT invoice: name, registered office address, e-mail address, the Buyer’s Tax Identification Number (NIP), designation of the Product in accordance with the trade name or numeric symbol from the Seller’s trade offer, quantity of the Products, as well as date and place of delivery.
- In response to an order, the Seller shall send an order confirmation to the Buyer by e-mail or by registered post within 7 business days. The Agreement is concluded as soon as the Seller delivers the order confirmation by e-mail or by registered mail.
V. Withdrawal from the Agreement:
- The Buyer shall have the right to withdraw from the Agreement in the event of causes beyond the Seller’s control, including the occurrence of force majeure, within 21 days of its conclusion, provided that he simultaneously pays a deposit equal to the amount of the down payment indicated in the offer and the order confirmation. The declaration of withdrawal from the Agreement must be made in writing under pain of nullity. The right of withdrawal referred to in the preceding sentence shall not apply to the Buyer in the event that the Agreement concerns non-standard Products made to the Buyer’s special order, i.e. not included in the offer. The Seller shall not be liable for any damage to the Buyer or his business partners that may arise as a result of the withdrawal.
- The Seller shall have the right to withdraw from the Agreement with immediate effect and to sell the subject of the Agreement to a third party and retain the deposit if the Buyer has failed to perform or declares that he does not intend to perform any of the obligations set forth in the Agreement, including the order confirmation or the GTS or any other one agreed in writing by the Parties, especially if the Buyer’s delay in payment exceeds 21 business days from the date of delivery of the VAT invoice to the Buyer. The Buyer assumes the risk of events that may prevent him from performing the Agreement. The declaration of withdrawal must be made in writing under pain of nullity, within 60 days of the date of the event described above.
2.a. If the Buyer withdraws from the Agreement, the Seller shall be entitled to retain the deposit received from the Buyer. The Seller’s right to retain the deposit shall also apply if the reasons for the Buyer’s non-performance of the Agreement were not the responsibility of the Buyer.
- The declaration of withdrawal shall be made in writing under pain of nullity.
- The Seller’s withdrawal from the Agreement may not give rise to any claims against the Seller.
VI. Prices and delivery date:
- The prices of the Products offered by the Seller are determined on the basis of the price list valid at the Seller on the date of placing the Order (by placing the Order it is understood that the Order is received by the Seller). In the case of an Order for a non-standard Product, not included in the Seller’s price list, the price is determined by an individual quotation.
- The prices specified in the price lists made available by the Seller are binding until the Seller notifies of their change.
- The Buyer shall be liable in full for surcharges relating to any changes made by the Buyer after the Order has been placed, in particular: structural changes, changes to the equipment, changes to the specifics of the ordered Product, the supply of defective and incorrect components, the failure to supply components or parts to complete the Product within the time limit specified by the Seller. Any changes can be made by the Buyer no later than 21 days before the scheduled completion date indicated by the Seller in the order confirmation. Upon acceptance of the changes, the Seller issues a new order confirmation and sends it to the Buyer by e-mail or by registered mail, indicating the new delivery date.
- The Buyer is obliged to provide the Seller with the documentation necessary for the performance of the Agreement.
- The delivery of the Products shall be made within the period indicated in the order confirmation.
- The Buyer shall be fully responsible for any surcharges or changes to the deadlines of performance of the Agreement resulting from delays by the Buyer in submitting the documentation necessary for the performance of the Agreement.
- The price and delivery date of the Product, as agreed on the date of conclusion of the Agreement, may also change in the cases specified in the following paragraphs.
- Any changes related to the production process of the Product (in particular: extension of the delivery deadline for components or materials necessary for production) that is the subject of the Agreement, including those resulting from cases of force majeure (as regulated in point XV. of the GTS), occurring during the performance of the Agreement shall affect the final date for performance of the Agreement.
- Surcharges and changes to the delivery date of the Product are determined by the Seller individually for the individual Products that are the subject of the Agreement.
- The Buyer is obliged to pay the Seller a deposit in the amount indicated in the order confirmation. Any sums paid by the Buyer prior to the commencement of execution of the Product covered by the Agreement shall be deemed a deposit within the meaning of the applicable law.
- The Buyer shall be obliged to pay the price within time limits and in the forms resulting from the VAT invoices issued by the Seller, no later than 7 days from the date of delivery of the VAT invoice to the Buyer, unless otherwise specified in the written Agreement.
- Unless otherwise agreed by the Parties in writing, payment shall be made to the Seller’s bank account as indicated on the VAT invoice. Payment is deemed to have been made when the funds are credited to the Seller’s bank account. The costs of processing the payment, including currency conversion costs, shall be borne in full by the Buyer.
- The Seller reserves the right not to release a Product if the entire amount of payment for the Product in question has not been credited to the Seller’s bank account.
- In the event of non-payment by the due date, the Seller shall have the right to send a demand for payment to the Buyer and retain the deposit paid by the Buyer, on terms described in these GTS. After this date, statutory interest shall also be charged.
- The Buyer is obliged to collect the Product within 30 days of the Seller informing the Buyer by e-mail that the Product is ready for collection. After this time, the Seller shall have the right to withdraw from the Agreement and sell the subject of the Agreement to a third party and retain the deposit in this case, in addition, the costs of storing the Product (including parking costs), amounting to 0.5% of the total gross remuneration specified in the Agreement, shall be charged for each commenced week following the expiry of the aforementioned deadline for taking over the Product, but not more than 3% of the total gross remuneration specified in the Agreement. The aforementioned costs shall be charged by the Seller until the subject of the Agreement is sold to a third party or until the Product is collected by the Buyer, despite the withdrawal from the Agreement.
- If the Buyer fails to send the Seller the information and data necessary for issuing a VAT invoice within 21 days from the moment the Seller informs the Buyer by e-mail that the Product is ready for collection, the Seller shall have the right to withdraw from the Agreement and sell the subject of the Agreement to a third party and, in this case, retain the deposit paid by the Buyer.
- The declaration of withdrawal from the Agreement must be made in writing under pain of nullity, within 4 months of the date on which the Seller notifies the Buyer of the completion of the relevant Product in accordance with the Agreement.
VIII. Retention of title:
- The ordered Products shall remain the property of the Seller until the Buyer has paid all amounts due under the concluded Agreement. Up to this point, the Buyer may not dispose of the ordered Product or put it into use, transfer ownership, possession, lease of the Product to others or use them for his own purposes.
- The issuing of an invoice or the issuing of a vehicle card or other documents to the Buyer for the purpose of registering the Product shall only be for the purpose of enabling the Buyer to register the Product and shall not affect the Buyer’s actual ownership of the Product.
- In addition, ownership shall remain reserved in the event of the existence of receivables from the Seller for other current transactions against the Buyer until the receivables relating to the purchase have been settled.
- The Seller shall, at the written request of the Buyer, waive the retention of title if the Buyer has fulfilled all obligations under the Sale Agreement and has established an appropriate security, agreed in writing with the Seller, for the remaining receivables from current transactions.
IX. Delivery rules:
- Delivery is made on currently applicable Incoterms 2020: EXW the Seller’s registered office, Nysa, Poland. The Product is delivered when the Seller puts it at the disposal of the Buyer in the warehouse located at his registered office.
- The Buyer, on the date of transfer of the Product, has the right to collect the Product at the Seller’s premises.
- Prior to acceptance of the Product, the Seller shall allow the Buyer to visually assess the Product, possible test runs.
- The document confirming the acceptance is a written acceptance protocol, which confirms the conformity of the Product with the Agreement. The signing of the acceptance protocol by the Buyer or the person collecting the Product on his behalf shall constitute confirmation of the conformity of the Product with the Agreement.
The grades, dimensions, weights, tolerances and quality of the Product are defined in the General Structure Tolerances and the European ISO standards indicated below: a) frames, boxes, axles are made in accordance with EN ISO 13920; b) linear dimensions are made in tolerance class “D”; c) angle dimensions are made in tolerance class “C”; d) straightness, flatness and parallelism are made in tolerance class “H”; e) visual inspection of welds for steel is carried out in accordance with EN ISO 5817, quality class “B” for butt joints of stringer flanges and for fillet joints of stringer flanges with centres, all other visual inspection of welds is carried out in quality class “C”; f) visual inspection of welds for aluminium is carried out in accordance with EN ISO 10042 in quality class “C”; g) minor interior penetrations are permissible; h) corrosivity category C3 in accordance with EN ISO 12944-2 and EN ISO 12944-6.
- The cost, organisation, selection and risk of transport shall be borne by the Buyer.
- The risk of damage, destruction or loss of the Product shall pass from the Seller to the Buyer at the time the Product is handed over to the Buyer by the Seller or, in the case of entrusting the Product to a carrier, at the time the Product is handed over to the carrier.
- Not later than 7 business days after delivery of the Product, the Buyer shall be obliged to carry out a thorough check of the conformity of the type, quantity and quality of the delivered Product with the Agreement. Within the same period, he is obliged to raise objections to this in writing by registered post to the Seller. In the event that the Buyer has failed to comply with the information obligation referred to in the preceding sentence, the Buyer shall not be entitled to any claim for non-compliance of the delivered Product with the Agreement.
- The Seller shall be liable for non-performance or improper performance of the Agreement for reasons for which the Seller is at fault, but such liability shall be limited to damage of a real nature, excluding lost profits.
- The Seller shall not be liable for any damage caused by improper selection of the Product, its improper use or use contrary to its purpose or instructions for use and maintenance, as well as any damage the occurrence or extent of which has been influenced by the condition and properties of the infrastructure within which the Product was to be used, including in particular those elements with which the Product was connected.
- In any event, the Seller’s liability for any damage not covered by the exclusion shall be limited to the Buyer’s actual loss, in an amount not exceeding 100% of the net price, whereby this limitation in amount shall not apply to damage caused through wilful misconduct.
- The Seller shall not be liable for damage caused by third parties, acting on behalf of the Purchaser or its own, i.e. in particular: transport companies / drivers / carriers, which as a result of failure to observe due caution while loading the Product, in particular due to improper manoeuvring, lead to damage to the subject of the Agreement or any property of the Seller, located on the Seller’s premises.
XIII. Product defect warranty:
In view of granting of guarantee rights, the Seller’s liability under the warranty for physical and legal defects of the Product is excluded.
- The Seller gives the Buyer a guarantee:
a) on vehicle structures manufactured by the Seller for a period of 36 months with no kilometre limit for vehicles registered in the Republic of Poland,
b) on vehicle structures manufactured by the Seller for a period of 24 months with no kilometre limit for vehicles registered in countries of the European Union other than the Republic of Poland,
c) on vehicle structures manufactured by the Seller for a period of 12 months without kilometre limit for vehicles registered in countries outside the European Union,
d) on other components manufactured by third-party manufacturers for a period of 24 months or according to the terms and conditions of the third-party manufacturers.
– subject to point XIV. 2.
- A prerequisite for using the guarantee is scheduled maintenance at the ASO (Authorised Service Centres).
- The guarantee covers physical defects of the purchased Products resulting from causes originally attributable to the Product in question, which prevent the Product from operating correctly and which are due to circumstances for which the Seller is responsible under generally applicable legal provisions in force. The guarantee shall only be valid in the territory of Poland. The guarantee period shall commence on the day the Product is handed over to the Buyer or a person authorised by the Buyer, whereby if the Buyer fails to collect the subject of the Agreement within 2 months from the Seller’s notification of the completion of the given Product in accordance with the Agreement, the guarantee period shall commence automatically on the day following the lapse of 2 months from the Seller’s notification of the completion of a given Product in accordance with the Agreement. However, the guarantee period shall resume its course from the sale of the Product to a third party as referred to in these GTS.
- The guarantee claim shall be sent to the Seller by registered post to the Seller’s registered address or by e-mail to: email@example.com.
- In the guarantee claim, the following must be indicated: the following details of the Buyer: the identification number of the Product/vehicle; photographs showing the defects; a brief description of the defect.
- If the Seller recognises that the defect reported by the Buyer is covered by the guarantee granted by the Seller and that it arose as a result of circumstances for which the Seller bears responsibility in accordance with generally applicable legal regulations in force, within the period of the guarantee granted by the Seller, the Buyer shall have the right to repair the defect free of charge and, if the defect cannot be removed, to replace the defective parts.
- The Buyer’s rights under the guarantee shall be exercised in one of the following three ways:
a) The Buyer shall deliver, at his own expense, to the Seller’s premises the Product covered by the guarantee claim, and the Seller shall repair it at his own expense;
b) If repair at the Seller’s premises is not possible, the Buyer shall make available the place and equipment enabling the Seller to repair the damage in question;
c) In the event that repair is not possible at the Seller’s premises and the Seller is unable to remove the defect at the Buyer’s premises, the Seller shall send a repair kit suitable for removing the defect and shall cover the costs related to the assembly, replacement or repair of the Product covered by the guarantee claim. The cost of assembling, replacing or repairing the Product is estimated on the basis of the Seller’s internal factory standards, indicating the labour time for performing the specified activities.
- Defects covered by the Seller’s guarantee, discovered during the guarantee period, shall be removed within a period not exceeding 14 days from the day the vehicle is made available to the Buyer and the claim verified. The verification of the claim shall take place no later than 7 days after delivery of the Product to the Seller. If it is necessary to import the necessary parts and components to carry out the repair, the repair time is extended by the time it takes for the parts and components to be delivered, of which the Seller shall inform the Buyer by registered mail or e-mail. The Seller shall not be liable for failure to meet repair or replacement deadlines caused by reasons attributable to the Buyer.
- Until the guarantee claim is finally processed, the Buyer is obliged to store the Product covered by the guarantee claim in a proper manner, preventing its possible damage, destruction and the increase of the claimed defect.
- The Seller shall not be liable for defects caused by improper use or storage of the Product by the Buyer or as a result of circumstances indicated in the guarantee book issued to the Buyer by the Seller (if issued).
- In any matters concerning the Seller’s liability for defects of the Product, not regulated in the GTS, the legal regulations in force relating to guarantees at sale and provisions of the guarantee book issued to the Buyer by the Seller (if issued) shall apply.
- Any defects that fall within the General Structure Tolerances and those detailed in the European ISO standards are not covered by the guarantee provided by the Seller and shall not be taken into account when considering a guarantee claim.
- Acknowledgement of a defect by the Seller shall not impose any liability for damages on the Seller, unless the Buyer has suffered damage as a result of the Seller’s wilful misconduct.
- The Seller reserves the right to charge the Buyer any costs as it turns out that the damage was not covered by the guarantee or that no defect for which the Seller is responsible was detected.
- The guarantee does not apply to defects resulting from normal wear and tear or damage to the Product.
XV. Force majeure:
- The Parties shall not be liable for damage caused by force majeure, in particular: natural disasters (such as, for example, fire, flood, earthquake, volcanic eruptions, epidemics, epidemic emergencies), terrorist attack, strike, riots, acts of war, military coups, acts of state authorities (such as, for example, state border blockades, export or import bans) as well as other external events of an unavoidable and extraordinary nature over which the Party has no control and which it could not avoid.
- The Party affected by the impediment to performance due to force majeure shall inform the other Party by e-mail or registered mail without delay, and at the latest within 5 business days, of the occurrence and cessation of the force majeure.
- Failure to notify in accordance with point 2. above means that this Party shall not be able to validly invoke the circumstance of force majeure as a reason for exemption from liability for non-performance or improper performance of the Agreement.
- The Party affected by force majeure shall take all possible measures to minimise the impact of force majeure on the performance of the Agreement.
- The Parties undertake to keep confidential all information, in particular: the content of the Agreement as amended, technical, technological, commercial, marketing, organisational and financial information concerning each of the Parties, which, as a whole or in a particular combination and set of its elements, is not generally known to persons normally dealing with this type of information or is not easily accessible to such persons.
- The Parties shall not disclose such information, without the prior written express consent of the other Party, in any way to third parties and not to use such information for their own purposes unrelated to the performance of the Agreement. 3. The obligation to keep the information referred to in point 1. above confidential shall apply for a period of 5 years from the date of conclusion of the Agreement, unless otherwise agreed by the Parties in a separate written confidentiality agreement.
XVII. Final Provisions:
- In any matters not regulated in these GTS, the provisions of generally applicable Polish law shall apply, including the Act of 23 April 1964 – the Civil Code.
- If certain provisions of these GTS are invalid, the remaining provisions of the GTS shall remain valid.
- In the event of any conflict between the provisions of these GTS and the contents of the guarantee book issued to the Buyer, which constitutes a guarantee statement within the meaning of the Civil Code, the provisions contained in the guarantee book shall take precedence.
- In the event of a discrepancy between the provisions of these GTS and the Agreement, the provisions contained in the Agreement shall prevail, except that this does not exclude the application of the remaining provisions of these GTS.
- The Parties shall endeavour to resolve amicably any disputes arising in connection with the performance of the Agreements. If an amicable settlement cannot be reached, the Polish common court with jurisdiction over the Seller’s registered office shall have jurisdiction to settle the dispute.
- When concluding Agreements with foreign Buyers, the Polish text shall be decisive in the case of multilingual Agreements.
- All Agreements entered into by the Parties shall be governed by and subject to the laws of Poland and any disputes arising between the Parties shall be resolved in accordance with the laws of Poland.
- The Seller reserves the right to amend these GTS.
- The Seller reserves the right to unilaterally amend these GTS, which, in order to be valid and effective, requires the amended version to be published on the website of “MEGA” – Zakład Produkcji Pojazdów Użytkowych i Konstrukcji Stalowych Sp. z o.o. with its registered office in Nysa at the following address: www.mega-nysa.pland sending an e-mail to the Buyer with the new GTS attached in a pdf file. The Buyer shall be bound by the provisions of the new GTS, unless it terminates them in writing by registered mail within thirty (30) days from the date of receipt from the Seller of the e-mail information on the amendment to the GTS referred to in the previous sentence. Orders placed prior to such change shall not be affected by the change to the GTS, which shall be executed in accordance with the existing conditions.
- Any changes to the arrangements between the Parties to these GTS shall be made in writing, otherwise being null and void.
- In the event that these GTS are also formulated in a language other than Polish, the GTS in Polish shall apply in the event of a dispute.
- The Seller is the Personal Data Controller. The legitimate interest of the Parties shall be the basis for the processing of personal data for the performance of the Agreement. The Buyer acknowledges that he has read the data protection information and data processing rules on the website at the address: https://mega-nysa.pl/kariera/polityka-personalna-firmy/ . The Buyer shall pass on this information to persons with whom it works in the performance of the Agreement.