General Terms and Conditions of Sales

applicable to contracts concluded by Spokey sp. z o.o.

 

§1 Definition of GTCS

1. These General Terms and Conditions of Sale (hereinafter referred to as "GTCS") define the rules for the conclusion of contracts with legal persons, organizational units without legal personality and individuals engaged in business activities (to the extent that the conclusion of the contract is for such individuals of a professional nature), for the sale of goods, whose manufacturer and seller is SPOKEY sp. z o.o. with its seat in Katowice (postcode: 40-203) at Al. Roździeńskiego 188c, entered into the Register of Entrepreneurs of the National Court Register kept by the District Court Katowice-Wschód in Katowice under the number KRS 0000142316, with the share capital amounting to PLN 3,600,000, using the NIP number 731 11 59 686, REGON 471323630, BDO 000003119.

2. These GTCS are contractual regulations, constituting an integral part of all sales agreements entered into by SPOKEY sp. z o.o. with legal persons, organisational units without legal personality and natural persons running business activities (to the extent that the conclusion of the agreement is of professional nature for such natural persons), with regard to the sale of goods of which SPOKEY sp. z o.o. is the manufacturer and/or seller and are binding on the parties with regard to the sale of said goods.

3. GTCS are delivered to the Buyer prior to the conclusion of the contract in the form of
a document on the B2B Platform or in another way (e.g. by e-mail, fax, API; in case of
a sales platform it is a confirmation of reading the GTCS before clicking on the order confirmation).

 

§2 Definitions of individual phrases

The terms used in these GTS shall mean:

1. Seller - Spokey sp. z o.o. with its registered office in Katowice (code: 40-203) at Al. Roździeńskiego 188c, entered into the Register of Entrepreneurs of the National Court Register kept by the District Court Katowice-Wschód in Katowice under KRS number 0000142316, with the share capital amounting to PLN 3,600,000, using NIP number 731 11 59 686, REGON number 471323630, BDO 000003119.

2. Buyer - a legal person, an organisational unit without legal personality and a natural person running a business (if the conclusion of the contract is of a professional nature for such
a natural person).

3. End Buyer - natural person, legal person, organisational unit without legal personality and natural person running business activity, who purchases the Goods from the Buyer and is the so-called end customer.

4. API - (Application Programming Interface) - a set of rules strictly describing how Seller's B2B Platform communicates with Customer's sales systems/programs)

5. B2B Platform - an online trading platform that allows the conclusion of a sales contract and includes elements such as registration of a new company, roles in the company, assignment of a sales representative, credit limit function, quotation function, loyalty program, shared list of products, B2B payment methods, the ability to assign payment methods for the company, generation of offers, additional API methods for B2B, and tabs that allow the administrator and end user to operate the B2B module;

6. Payment Date - the date on which the amount due for the Goods becomes due.

7. Goods - movables, goods to be sold to the Buyer under a sales contract between the Seller and the Buyer. For the avoidance of doubt, references in these GTCS to the Goods shall also apply respectively to a single Good, and references to the Goods shall also apply respectively to the Goods. 

8. Order - the offer to buy the Goods submitted to the Seller by the Buyer pursuant to § 3, sect. 3 of these GTCS, containing at least the data specified in § 3, sect. 2 of these GTCS.

9. Confirmation - Seller's statement in writing or in a documentary form of acceptance of the Order, submitted to the Buyer after receipt of the Order, specifying at least price of the Goods, total value of the ordered Goods, completion date, place and conditions of delivery/collection and terms of payment. 

10. Seller's Website - https://spokey. pl, business.spokey.pl, spokey.com, business.spokey.com 

11. Civil Code - the Act of 23 April 1964. - Civil Code (i.e. Journal of Laws of 2020, item 1740 as amended).

 

§3 Information on Goods (information about them) and ordering methods

1. Information about the Goods placed within the publication on Seller's website, catalogues, brochures, leaflets, advertisements and other sources ("Publications") do not constitute an offer within the meaning of the Civil Code, even if they contain a price. Publications relating to the Goods offered by the Seller are of informational nature only, while samples and specimens displayed by the Seller are of demonstrative and exhibition nature. Detailed technical data provided in the Publications may be subject to change at any time, including those due to continuous changes in the industry. 

2. Buyer's order should contain the following data:

  1. The name (business name) of the Buyer;
  2. The exact address details of the buyer;
  3. TIN number or equivalent;
  4. Indication of the offer number (if applicable);
  5. Identification of the indicated Goods by a trade name or an alphanumeric symbol;
  6. Number of Goods ordered;
  7. Time, place and conditions of delivery/collection of the Goods.

3. An order can be placed via the B2B Platform, by email, fax, through the API and in justified cases also by telephone or in writing, delivered in person, by letter or courier and in any other agreed form. 

4. The condition of effective conclusion of the contract of sale of the Goods between the Seller and the Buyer is submitting the Order by the Buyer in accordance with the section 3 above and containing all the data specified in the section 2 above and serving the Confirmation to the Buyer in writing or in document form (i.e. to Buyer's email address, by fax, or if the Buyer has submitted the Order via the B2B Platform or API, respectively, on the B2B Platform or API). 

5. Confirmation means that the Seller has received the Order and accepted it for execution. Placement of an Order by the Buyer shall not bind the Seller and lack of Seller's response shall not mean tacit acceptance of the Order. The Parties exclude the application of Article 682 of the Civil Code.

6. The Seller may withhold execution of the Order in particular in case of doubts as to the authenticity of data provided by the Purchaser as indicated in § 3 sect. 2 GTCS and demand delivery of documents confirming the authenticity of the said data.

7. The Seller has the right not to accept the Order or, in case when the Confirmation has already been submitted, to withdraw from the contract of sale of the Goods within 2 working days from the date of submission of the Confirmation if, on the basis of information in its possession, they recognize that the Buyer is in a financial situation which arouses doubts as to ability to pay the price for the Order. The declaration of withdrawal from the contract of sale of the Goods should be submitted to the Buyer in writing or in the form of a document.

8. The Seller allows for two specific types of sales of Goods:

  1. pre-order sales - guaranteeing the fulfilment of Orders in the future - from collections of Goods whose production is yet to be commissioned;
  2. advance sale - sale of Goods for which the date of entry to Seller's warehouse is already confirmed.

In both cases buyers are informed of the special conditions of such sales by the seller.

 

§4 Price

1. In case of contrary findings between the Seller and the Buyer the price of the Goods shall be the price resulting from the Confirmation.

2. The prices of the Goods quoted by the Seller are always net prices to which value added tax will be added at rates applicable on the date of invoicing.

3. SRP prices shown in the price list correspond to the current value of Spokey products to the best of Spokey's knowledge. SRP prices shown in the price list are used to determine the price level between Spokey and the trading partner as reference prices from which trading partner's discount is calculated and are not to be treated otherwise. SRP prices stated in the price list do not serve to determine the resale price level in the relationship between the trade partner and its customers, in particular they should not be considered as fixed or minimum resale prices. Spokey does not impose any restrictions on its trading partners with regard to their resale prices to customers. Each trading partner is fully free to determine the level of resale prices for its customers. 

4. In case of lack of contrary findings the Goods shall be shipped in accordance with EXW (INCOTERMS 2020) in Seller's standard packaging.

 

§5 Payments

1. The Buyer shall be obliged to pay the amount due for the sale of the Goods within the payment term indicated in the invoice.

2. Transport costs, if according to the Confirmation they are to be borne by the Buyer, will be reinvoiced by the Seller to the Buyer and listed on the invoice for sale of the Goods. 

3. The day of payment shall be the day of crediting Seller's bank account specified in the invoice or the day of payment in cash.

4. The choice of cash payment as the method of payment for the Goods is possible only if the value of the Goods does not exceed PLN 15,000 gross.

5. If the Buyer fails to make payment within the prescribed Payment Term, the Seller shall be entitled to charge interest for each day of delay in accordance with the Act of March 8, 2013 on the prevention of excessive delays in commercial transactions (Journal of Laws of 2020, pos. 1086, as amended).

6. Failure to pay within the Term of Payment specified in the invoice shall entitle the Seller to withdraw from the contract of sale of the unpaid Goods and to discontinue deliveries of the Goods and to stop execution of already accepted Orders placed by the Buyer. In case of Seller's withdrawal from the agreement pursuant to this section the Seller reserves the right to charge the Buyer with costs resulting from such withdrawal, not exceeding the value of the Order. Declaration of withdrawal from the contract of sale of Goods shall be submitted to the Buyer in writing or in a document form. 

7. The Seller may make execution of a new Order placed by a Buyer who is in arrears with payments or pays invoices on time dependent on advance payment for the new Order of that Buyer.

8. The parties agree to settle their mutual claims on a net basis.

9. Lodging a complaint does not release the Buyer from the obligation to pay for the Goods within the agreed Payment Term.

10. Subject to the section 11 below, the Parties exclude the application of Article 451 of the Civil Code and any payments made by the Buyer shall be credited towards the most recently due liabilities of the Buyer to the Seller under all contracts between the Parties, whereby the Seller may take into account the title of the payment indicated by the Buyer. 

11. In the event that the Buyer pays the price by direct debit payments will always be credited to the obligation indicated in the direct debit instruction.

12. In the event of delay in payment of cash benefits under the contract for sale of Goods or other obligations of the Buyer towards the Seller the latter shall be entitled to credit payments made by the Buyer in the following order:

  1. the statutory interest due;
  2. court costs, including litigation costs, enforcement costs and other official fees incurred by the Seller;
  3. contractual interest due;
  4. due payables arising from the unpaid price, allocated in the order of those being due for the longest period;
  5. recovery costs;
  6. other benefits under the contract for sale of the Goods;
  7. other obligations of the Purchaser towards the Seller.

 

§6 Deliveries

1. If the Seller and the Buyer have not agreed otherwise, the shipment of the Goods ordered by the Buyer normally takes place within 5 working days from the date of submitting the Order for the Goods ordered from the current warehouse stocks. For Goods ordered from future deliveries to Seller's warehouse it takes place within 5 working days from the date of delivery to Seller's warehouse. The expected delivery date is given to the Buyer at the time of placing the Order and in the Confirmation.

2. The dates of delivery of the Goods resulting from these GTCS, Confirmations or arrangements between the Parties may be subject to change in case of events for which the Seller bears no responsibility.

3. The Seller shall not be liable for any losses, damages or costs (direct or indirect) of the Buyer resulting from errors in delivery of the Goods or its delays, which occurred for reasons beyond Seller's control (including in particular those caused by force majeure or operation of the logistics operator (courier, Polish mail or other carrier)).

4. If the Buyer extends the date of delivery of the Goods specified in the Confirmation or fails to collect the Goods at the said date, the Seller shall be entitled to charge the Buyer with the costs of transport (and any other charges incurred in connection therewith by the Seller) and the costs of storage of the Goods in the amount of 0.1% of the value of the Goods purchased by the Buyer for each day of storage of the Goods by the Seller 

5. If the delay in acceptance of the Goods exceeds 2 weeks counted from the date of delivery of the Goods as specified in the Confirmation or if the Buyer refuses to accept the Goods, the Seller shall be entitled to withdraw from the contract for sale of the Goods. In case of Seller's withdrawal from the contract in accordance with this section the Seller reserves the right to charge the Buyer with costs, referred to in the sect. 4 above, and other costs resulting from such withdrawal, not exceeding the value of the Order. The declaration of withdrawal from the contract of sale of the Goods shall be submitted to the Buyer in writing or in documentary form. 

6. The Buyer shall be obliged, promptly upon receipt of the Goods, to verify compliance of the delivered/received Goods with the Order, including the obligation to verify, in particular: the condition of the shipment, as well as quality, quantity and assortment of the delivered/received Goods, and promptly (i.e. at the latest within 3 working days) draw up a report of inconsistencies in writing or in a document and, if applicable, hand it over to the carrier within the said deadline.

 

§7 Warranty (complaint)

1. The Seller shall bear liability towards the Buyer on account of warranty for defects of the Goods (complaints) purchased by the Buyer under the principles specified in the binding provisions of Polish law and the provisions of these GTCS.

2. In order to benefit from the warranty for defects, referred to in sect. 1, the Buyer is obliged to submit to the Seller a complaint regarding the Goods, in writing or in a document form, which in the opinion of the Buyer are defective, promptly (i.e. at the latest 5 working days from the date of acceptance of the Goods or delivery of the Goods to the Buyer or the Final Buyer, or, as the case may be, from the date of detection of a defect, if a defect in the Goods is revealed later despite reliable inspection of the Goods by the Buyer and the Final Buyer upon the acceptance), with an attachment in the form of a protocol of inconsistencies and a copy of the purchase confirmation of defective Goods, indicating at the same time whether the Buyer demands the replacement of the Goods with Goods free from defects or the removal of defects in the Goods. 

3. The Seller reserves the right to inspect the reported defect at the place of delivery of the Goods or to require the Buyer to deliver the defective Goods to the Seller.

4. The Seller shall be obliged to consider complaints submitted by the Buyer concerning defects of the Goods within 14 days from the date of their receipt or else it shall be deemed that the Seller has acknowledged that the Buyer's complaint is justified. 

5. In the event when the Seller decides that a complaint of the Buyer is justified, the Seller, subject to Article 561 § 3 of the Civil Code, shall replace the defective Goods with Goods free from defects, or, respectively, shall remove the defect, within the time determined in agreement between the Seller and the Buyer, taking into consideration real possibilities of the Seller and factors independent on him necessary to satisfy the claim of the Buyer.

6. In the event when, in accordance with passage 5 above, the Seller shall fail to replace the Goods with defect-free Goods or remove defects in the Goods within the agreed time limit, or if, in accordance with Article 561 § 3 sentence 2 of the Civil Code, he refuses to perform the above-mentioned actions, the Buyer shall be entitled to submit in writing or in a document. declaration on reduction of the price of defective Goods or declaration on withdrawal from the contract.

7. The Seller shall be released from liability under warranty for defects of the Goods, if the Buyer knew of the defect at the time of acceptance / delivery of the Goods or could have learned of the defect with due diligence.

8. Seller's liability under warranty may be excluded or limited by the relevant sales contract for the Goods.

 

§8 Cancellation of an order / withdrawal from the contract by the Buyer

1. Cancellation of an Order by the Buyer is admissible, if the Buyer has not received
a Confirmation within 2 working days from the date of submission of the Order and should be submitted to the Seller in writing or in documentary form. In the event that the Seller makes
a Confirmation after 2 working days from the date of the Order but before the Buyer sends the letter of cancellation, Buyer's right to cancel the Order expires. 

2. After confirmation of the Order by the Seller withdrawal from the contract for sale of Goods by the Buyer shall be admissible in a situation when the Seller and the Buyer agree on terms of such withdrawal or in cases indicated directly in these GTCS. 

3. The conditions of withdrawal referred to in the preceding paragraph shall be agreed upon by the parties in at least a documentary form and shall constitute a statement of the Buyer on withdrawal from the sales agreement approved by the Seller.

4. The Seller reserves the right to charge the Buyer with costs which have arisen as a result of withdrawal by the Buyer, not exceeding the value of the Order.

5. In case of effective withdrawal the given contract of sale of the Goods shall be deemed not concluded and the Parties shall be obliged to return to each other what they have mutually rendered.

6. If the Seller declares to the Buyer that it will not perform the delivery of the Goods, then, irrespective of the provisions of the preceding paragraphs, the Buyer shall have the right to withdraw from the contract for sale of the Goods to the extent of the Goods which the Seller declared to them that they will not perform their delivery. The declaration of withdrawal from the contract of sale of Goods in this scope should be submitted to the Seller in writing or in the documentary form. 

7. If Seller's inability to fulfill the performance took place due to force majeure, the Buyer shall not be entitled to any claim for repair of damages resulting from non-performance, incorrect performance or untimely performance of the Goods purchase agreement. The events referred to as force majeure include, among others, fire, strike, embargo, suspension of foreign currency transfer, energy limitations, epidemics, pandemic.

 

§9 Consent to processing of personal data

By accepting these GTCS the Buyer expresses consent to processing of personal data of persons acting on their behalf in connection with execution of contracts for sale of Goods by the Seller and entities acting on their behalf in the country and abroad, in connection with execution of contracts for sale of Goods.

 

§10 Trade secrets

The Purchaser may not, without Seller's consent, transfer the knowledge and information obtained as a result of business contacts with the Seller to third parties in matters covered by trade secrecy.

 

§11 Final provisions 

1. Conclusion of a separate contract for sale of Goods excludes application of these GTCS only in the scope regulated in it in a different manner. 

2. Different arrangements between the parties agreed and confirmed in writing take precedence over the provisions of GTCS.

3. The law applicable to GTCS is Polish law.

4. The content of the contract and GTCS in Polish are the original version.

5. The provisions of these GTCS may be amended only in writing under pain of nullity. 

6. In matters not regulated in these GTCS the provisions of the Civil Code and other provisions of Polish law shall apply.

7. Annulment of individual provisions does not affect the validity of the remaining provisions of the GTCS.

8. The Parties shall strive to amicably resolve any disputes arising in connection with the performance of agreements covered by these GTCS. In case it is not possible to settle the case amicably, the competent court to resolve the dispute shall be the court having jurisdiction over the registered office of the Seller.

9. The Seller declares that they have the status of a large entrepreneur within the meaning of the Act of March 8, 2013 on combating excessive delays in commercial transactions.