Terms of Business

1. CONCLUSION OF THE CONTRACT

• The parties shall conclude the contract on the terms provided for in these GTCs unless other arrangements approved in writing by ASPA have been made. The exchange of statements related to the conclusion of the agreement between ASPA and the Contracting Party shall take place in the form of a written document sent electronically.
• The agreement is concluded on the basis of an order submitted by the Contracting Party to the e-mail address of the sales – trade department or through a written order sent to the address of ASPA’s registered office. Placing an order by the Contracting Party is tantamount to reading and accepting the GTCs of ASPA.
• The Contractor is bound by the placed order for a period of 3 days from the date of delivery of the order to ASPA. ASPA will either confirm acceptance of the order within 3 days from the date of receipt of the order from the Contracting Party or inform the Contracting Party that the order cannot be accepted, indicating the reasons. Lack of ASPA’s statement within the aforementioned period means non-acceptance of the order and non-conclusion of the agreement.
• The condition for order execution is that the Contracting Party is not in arrears with payments to ASPA. If the Contracting Party cancels the execution of the order, it is obliged to cover the costs incurred by ASPA related to the initiation of the order execution (purchase of material, initiation of production, ordering of goods from external suppliers, etc.).
• The contract is concluded as soon as ASPA serves the Contracting Party with an order confirmation (acceptance of the offer).
• If for the performance of the work covered by the offer, no contract is drawn up, the offer will be an attachment to the work order.

2. COMPLETION AND DELIVERY DATES

• Commencement of the work will take place no earlier than within 3 working days, counting from the date of receipt of the formal order and advance payment, if required by the contract, unless otherwise agreed by the Employer and the Contractor.
• The delivery date, binding on both parties, is the date indicated by ASPA in the order confirmation. The delivery deadline is considered to have been met when the goods (product) have left ASPA’s warehouse no later than the date specified as the deadline in the order confirmation.
• This deadline may be exceeded insofar as the Ordering Party brings changes regarding the scope or manner of work performance
• ASPA shall not be liable if the release of the goods or product is impossible or delayed due to reasons beyond its control, such as: delayed deliveries from cooperators, strikes, roadblocks, riots, power shortages, etc. In such situations, the delivery date is automatically extended by the duration of the event, but no longer than three months. ASPA is obliged to immediately inform the Contractor of the reasons for the delay or impossibility of delivery, at the same time stating the expected delivery date.
• The current difficult situation related to COVID-19 is affecting the supply chains of our suppliers. We are taking all necessary measures to maintain smooth service and delivery times. Unfortunately, delivery times are subject to potential delays beyond our control. We will make every effort to mitigate the effects of the current situation
• In the event of the situation described in the above paragraph, you are entitled to withdraw from the contract, however, only at the end of the extended period. If the contract provided for partial release of goods (product), withdrawal may apply only to the part of the contract not yet performed.
• In the event of withdrawal from the contract, the Contracting Party shall not be entitled to any claims against ASPY, in particular claims for damages.
• In the event that the delivery date is disturbed or delayed as a result of the Contracting Party’s actions, the additional costs arising for ASPA or the Contracting Party as a result shall be borne solely by the Contracting Party, and the delivery date shall be extended accordingly.

3. PRICE AND PAYMENT TERMS

• The Contracting Party’s order is executed according to the prices contained in the price list or quotations in effect at the time the order is delivered to ASPA.
• ASPA’s prices are denominated in Polish zloty (PLN). In the case of intra-Community delivery of goods or export of goods, prices nominated in Polish zloty are expressed in Euro currency according to the average exchange rate of the National Bank of Poland on the day preceding the transaction.
• ASPA prices are net prices and do not include Polish value added tax and possible additional fees, e.g. for legalization of trade documents, certification, etc. all taxes and additional fees are borne solely by the Contracting Party.
• ASPA prices are ex ASPA warehouse prices. The parties may agree that ASPA will deliver the goods to the Contracting Party’s agreed location at its own expense.
• ASPA’s prices include the cost of packaging of goods, products and products in a manner customary in trade and corresponding to the characteristics of the goods, products or products.
• The amount of the order may be exceeded, in case of possible ordering of additional work or changes in the method of execution of the work requested by the Ordering Party by the additional payment agreed between the parties.
• ASPA invoice is delivered to the Contracting Party with the moment of issuance of the goods (product), the issuance of which it documents. If the goods (product) are issued in batches, a WZ document is issued for each issue, and then, after the execution of the contract and issue of the last batch of goods (product), an invoice for all issued batches is delivered, unless otherwise agreed by the parties.
• The payment term is placed by ASPA on the invoice each time. ASPA reserves the right to choose the form of payment, and may also condition the execution of the order on the Contracting Party’s making a prepayment on account of the ordered goods (product) or making an advance payment in the amount agreed between the parties. In such a situation, ASPA’s commencement of performance of the contract is subject to making a prepayment or making an advance payment in the time and amount indicated by ASPA. Delay in making the down payment or prepayment lasting longer than 14 days entitles ASPA to withdraw from the agreement in whole or in part. This withdrawal does not result in any claims for the Contracting Party, especially claims for damages.
• The date of payment shall be the date on which the transfer is credited to ASPA’s bank account. If payment is made in cash, payment shall be deemed to have been made at the time ASPA issues a confirmation of acceptance of the cash payment.
• Failure to meet the payment deadlines will result in the accrual of statutory interest or interest in another amount agreed upon by the parties, in addition to which ASPA will take legal action against the Contractor for payment.
• In case of delay in payment exceeding 7 days – the Contractor shall have the right to stop the work and extend the completion date by the time of delay.
• The goods (product) constituting the subject of the contract shall be the property of ASPA until the full purchase price is paid, together with any incidental receivables, including, in particular, interest for late payment.

4. WARRANTIES AND LIABILITIES

• The warranty applies to defects caused by the use of improper materials or improper workmanship.
• ASPA’s obligations under the warranty, do not include defects caused by improper operation of the Order Items.
• If defects for which the Contractor is responsible become apparent during the warranty period, the Contractor is obliged to proceed to remove the defects within 14 working days, counting from the date of receipt of notice of their disclosure.
• The Contractor’s liability under the warranty shall relate to the obligation to repair or replace, the product in this regard being the responsibility of the Contractor.
• The Contractor’s liability under the warranty is excluded if the repair or replacement was performed by third parties not authorized by the Contractor.
• The Contractor undertakes to perform the work covered by the bid in a professional manner, in accordance with the principles of engineering, applicable law and the comments of the responsible persons of the ordering party, as long as they do not cause a change in the scope of work.
• The Contractor is not responsible for production errors made on the basis of drawings provided by the customer, and reserves the right to change the offer if errors are detected at any stage of production.
• Warranty is not subject to fast-wearing products.
• The Contractor’s liability under warranty is excluded.
• The Seller shall not be liable for damage or destruction of the Goods, if it occurred as a result of improper installation of the Goods (excluding the case of installation by the Seller) or improper operation understood as use in accordance with the intended use and performance of periodic inspections and maintenance.
• The warranty does not cover the Goods in which repairs or modifications have been made outside service points designated by the Seller, unless they have been made with the prior consent of the Seller.
• The warranty does not cover Goods which, even partially, have been manufactured from materials or to specifications provided by the Buyer.

5. ACCEPTANCE CONDITIONS

• The Ordering Party shall be obliged to appoint a person responsible for the partial acceptance and final acceptance of the commissioned work and ensure the proper circulation of technical arrangements with the ASPY team.
• The Ordering Party shall be obliged to make written partial acceptances and final acceptance at any request of ASPY within 2 days of the Contractor’s call for such acceptance.
• The Ordering Party shall be obliged to report in writing in the acceptance protocols any defects preventing acceptance, with the parties agreeing that the removal of defects indicated in the protocol will oblige the Ordering Party to perform acceptance within no more than 7 days, counting from the date of removal of defects.
• If the Contractor has reported readiness for acceptance, and the Ordering Party does not proceed with the acceptance within the period indicated above and does not provide the Contractor with the acceptance protocol, the parties agree that this acceptance has occurred and the Contractor will be entitled to invoice.

6. TRANSFER OF RISK AND OWNERSHIP

• In the event that the shipment of goods or product is carried out by a carrier on behalf of the Contractor, the transfer of risk of loss, destruction or damage to the goods (product) and the burdens and benefits associated with the goods (product) shall pass to the Contractor at the time the goods are released from the ASPA warehouse to the carrier. If the Contracting Party collects the goods (product) by its own means of transportation, the risk of loss, destruction or damage to the goods (product) shall pass to the Buyer at the time of release of the goods (product) from ASPA warehouse
• If the shipment of the goods (product) is carried out by a carrier on ASPA’s behalf, the risk of loss, destruction or damage to the goods (product) and the burdens and benefits associated with the goods shall pass to the Contracting Party at the time the Contracting Party takes delivery of the goods (product) from the carrier. If, at the time of receipt of the goods (product) from the carrier, the Contracting Party finds discrepancies between the quantity specified in the waybill and the actual quantity, finds that the shipment has been damaged or tampered with, it is obliged to enter its reservations in the carrier’s waybill. Failure by the Contracting Party to comply with the above obligation is tantamount to waiving its rights under the warranty for physical defects of the goods in the event of their damage or to demand that ASPA compensate for the quantity differences between the actual and the invoiced quantities.
• If the Buyer does not collect or does not confirm collection or delivery of the Goods to him, the risk of loss, destruction or damage to the Goods shall pass to the Buyer as soon as the Seller calls on him to collect the delivered Goods.
• Ownership of the Goods shall pass upon payment by the Buyer of all amounts due under the contract.
• The filing of a bankruptcy petition of the Buyer entitles the Seller to withdraw from the Contract and demand immediate return of the delivered Goods.

7. FINAL PROVISIONS

• ASPA’s GTCs are made available to the Contracting Party in the form of an electronic file in a commonly used format (e.g. PDF), which the Contracting Party may download from ASPA’s website (www.aspa.pl) or receive as an attachment to an email sent by ASPA in correspondence regarding the Contract.
• ASPA is authorized to collect and process personal data received from the Contracting Party and its representatives in the framework of business relations, to the extent necessary for the continuation of business cooperation.
• All information obtained by the Ordering Party in connection with the order is confidential. The Ordering Party may use them only for its own purposes and is obliged to protect such information from unauthorized access.
• Cost estimates, quotations, sketches, plans, samples and other documents shall be provided only for the purpose of concluding the contract and for its eventual execution. All ownership rights and copyrights to the said documents are reserved by the Seller. They may not be made available to third parties without the Seller’s written consent and must be returned or destroyed immediately upon the Seller’s written request. Otherwise, the Buyer shall be liable to the Seller for copyright infringement caused by the use of the aforementioned documents.
• In case of a possible dispute – the competent court is the District Court for Wroclaw Fabryczna in Wroclaw.
• Legal relations arising from these General Conditions of Sale and Warranty shall be governed by and construed in accordance with Polish law.
• In matters not covered by these Terms and Conditions, Polish law, in particular the Civil Code, shall apply.
• The Seller reserves the right to amend any point of these Terms and Conditions. When such a situation occurs, the modified Terms and Conditions shall apply to all Contracts and other contacts between the Buyer and the Seller concluded after the date of modification. This also applies to Supplemental Orders or those related to previous sales.