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Lindab Sp. z o.o. - is a world leader in the field of ventilation products and systems. Airtightness of higher class assures the precision of construction of our ventilation systems. Due to their quality, our products are recognised both on Polish and foreign markets. The technology used in the manufacturing process uses the newest solutions of leading Italian, German and Swiss manufacturers. A warehouse equipped with high storage system allows us to swiftly process our Clients’ orders.

New terms and conditions of sale of products of Lindab Sp. z o.o.

Last updated:
July 9th, 2014
§ 1. General Provisions. Scope of Application

  1. These general terms and conditions of sale, hereinafter also referred to as “General Terms and Conditions of Sale” or “GTCS”, specify the rules o conclusion of agreements of sale of goods offered by Lindab, with a registered office in Wieruchów.
  2. The terms used in the General Terms and Conditions of Sale shall have the following meaning:
    Seller or LINDAB    the Lindab Sp. z o.o. company, with a registered office in Wieruchów, 05-850 Ożarów Mazowiecki, ul. Sochaczewska 144, entered in the Register of Entrepreneurs of the National Court Register, kept by the District Court for the Capital City of Warsaw in Warsaw, XIV Commercial Division of the National Court Register, entry number KRS 0000043661, holder of statistical number REGON 810539628, tax identification number NIP: 8520400158, share capital: PLN 143 621 200.00;
    Buyer a natural person, a legal person or an organizational unit having a capacity of performing legal acts, purchasing Products from LINDAB;
    Consumer a natural person entering into an Agreement with LINDAB, not related to its business or professional activity (a consumer, as defined in Art. 22¹ of the Civil Code);
    Parties the Seller and the Buyer;
    GTCS these General Terms and Conditions of Sale of LINDAB;
    Agreement the sale agreement of the Product or Products, concluded by the Parties;
    Order an offer of purchase of certain Products, submitted by the Buyer to the Seller;
    Order Confirmation a statement of the Seller on the acceptance of the Order, provided that it may contain modifications of the text of the original Order. In the event that the Order Confirmation contains any significant changes or additions to the text of the Order, it shall constitute a new offer, as defined in Art. 66 of the Civil Code;
    Product products and offers covered by the commercial offer of the Seller, i.e. mainly the elements of ventilation-air-conditioning installation and products designed to be applied and assembled as part of the above installations;
    Catalogue a specification of standard Products sold by LINDAB, placed on the Website of the Seller;
    Price List a list of net prices of the Products, placed on the Website of the Seller;
    Website www.centrumklima.pl;
    Carrier a courier, a transport or forwarding company used by the Seller to ship the Products to the Buyer;
    Logistic Services services covering the selection of the Carrier, conclusion an agreement with it for the shipment of the Products, payment of remuneration for the transport of the Products and activities connected with the hand-over of the Products to the Carrier;
    Logistic Fee remuneration due to LINDAB in exchange for the performance of the Logistic Service;
    Warehouse a warehouse of the Seller located at the address of the registered office of the Seller;
    Working Days from Monday to Friday, with an exclusion of days which are public holidays in Poland;
    Working Hours from 8:00 to 16:00 hrs.
  3. These General Terms and Conditions of Sale constitute an integral part of sale agreements concluded by the Parties. The terms and conditions of the Agreements are specified in the arrangements of the Parties, in the Order Confirmation and in these General Terms and Conditions of Sale. In the event of any discrepancies, arrangements between the Parties and the Order Confirmation in writing or in the form confirmed by means of electronic mail or fax shall take priority before the General Terms and Conditions of Sale.
  4. GTCS shall be binding for LINDAB and the Buyer, unless the Parties separately and expressly agree that the whole or a part of these General Terms and Conditions of Sale does not apply to a given Order or Agreement.
  5. With regard to the Buyers who are entrepreneurs, as defined in Art. 43¹ of the Civil Code applying in their business activity general terms and conditions of sale of the Products, the Parties exclude the application of these general terms and conditions of the Buyer.
  6. The Buyer who is a natural person grants his/her consent to the processing of his/her personal data by the Seller for the purpose of an issue of invoices, commercial statistics and marketing of products and services, according to the Law of 29 August 1997 on Protection of Personal Data.

§ 2. Catalogues and Price Lists

  1. On its Website and in its marketing materials, LINDAB places: Catalogues and Price Lists, as well as price lists with promotions (special offers), prospectuses and other information and marketing materials.
  2. Descriptive data, photographs, dimension diagrams, weights, use, durability and efficiency indicators placed in the official marketing materials of LINDAB, including the Website and in the Catalogue are approximate data, are of a general character and are not binding for LINDAB in any way, unless they are marked as binding.
  3. Information placed on the Website and in Catalogues, Prince Lists and in prospectuses (including information about dimensions, weight, shape, shades of colours) is inly of informational nature and shall not constitute an offer, as defined by the provisions of the Civil Code, but merely an invitation to place an Order.
  4. LINDAB reserves the right to make changes, at any time, to the offered range of goods. The placement of information about the Product on the Website, in Catalogues, Price Lists and prospectuses shall not equal the availability thereof.
  5. Patterns and samples exhibited by LINDAB are only for viewing and displaying purposes.
  6. All dimensions specified in the information materials of LINDAB as part of technical parameters are presented in millimetres, unless specified otherwise.

§ 3. Procedure of Conclusion of Agreements

  1. The sale of Products takes place on the basis of an Agreement concluded by the Parties.
  2. LINDAB offers standard Products (listed and described in the Catalogue) and non-standard Products (at a special order). The terms and conditions of sale and delivery of non-standard Products are set individually by the Parties.
  3. For the purpose of conclusion of the Agreement, the Buyer sends an Order to LINDAB.
  4. Subject to point 5 below, an Order may be placed with a representative of LINDAB orally, at a meeting or orally by means of a remote communication device (e.g. by telephone), as well as in writing, at the registered office of the Company or to a commercial representative of the Seller, in writing by means of traditional post or by a courier to the address of LINDAB, indicated on the Website, by fax to the fax number of LINDAB, as indicated on the Website, or by electronic mail, to the addresses indicated on the Website.
  5. In the event of Orders whose value exceeds the amount of PLN 2,000 (two thousand) net, an Order should be placed in writing or confirmed in writing (e.g. by electronic mail, fax).
  6. An Order should specify at least: an exact name and address of the Buyer, as well as the contact details of the Buyer and its tax identification number NIP, the type of ordered Products, the quantity of ordered Products, the place (or places) of delivery and the proposed delivery date, as well as the Delivery Variant, as referred to in §4 of GTCS. If the Buyer uses special bonuses, an Order should contain a precise name of promotion or offer number of the Seller, which constitutes the basis for the bonus.
  7. An Order should specify at least: an exact name and address of the Buyer, as well as the contact details of the Buyer and its tax identification number NIP, the type of ordered Products, the quantity of ordered Products, the place (or places) of delivery and the proposed delivery date, as well as the Delivery Variant, as referred to in §4 of GTCS. If the Buyer uses special bonuses, an Order should contain a precise name of promotion or offer number of the Seller, which constitutes the basis for the bonus.
  8. By placing an Order, the Buyer confirms to be aware of and accept these GTCS and to be aware of the current Price List.
  9. In the event that the Order applies to the Products packed in standard unit packaging, it is possible to place orders only for the quantities of Products contained in such standard packaging, unless the Parties decide otherwise.
  10. LINDAB confirms the receipt of the Order from the Buyer, which - for avoidance of doubt - shall not be equal to the acceptance thereof. LINDAB shall endeavour to consider an Order within three Working Days of the date of receipt thereof. In no event shall a lack of reply from LINDAB to an Order be deemed to constitute an acceptance of an offer of the Buyer contained in such Order.
  11. LINDAB confirms the receipt of the Order from the Buyer, which - for avoidance of doubt - shall not be equal to the acceptance thereof. LINDAB shall endeavour to consider an Order within three Working Days of the date of receipt thereof. In no event shall a lack of reply from LINDAB to an Order be deemed to constitute an acceptance of an offer of the Buyer contained in such Order.
  12. Written Orders or Orders placed by means of a fax and electronic mail may be placed by the Buyer every day, 24 hours a day, provided, however, that their acceptance for consideration shall take place only on Working Days during Working Hours. Personal Orders may be placed (orally) by the Buyer only on Working Days during Working Hours.
  13. Within 3 days of the date of placement of an Order, the Buyer may withdraw and Order. The withdrawal of an Order must take place at least in the same form in which the Order was placed, provided that the Seller may demand confirmation of withdrawal of the Order in writing or confirmed in writing (by fax, electronic mail) under a pain of considering the withdrawal of such Order to be ineffective. From the time of receipt by the Buyer of the Order Confirmation of the Seller, the withdrawal of such Order shall not be possible.
  14. LINDAB may accept an Order for execution in whole or in part.
  15. The acceptance of an Order shall take place by means of personal transfer to the Buyer, by the Seller, of the Order Confirmation (orally, in person, or orally by means of direct remote communication, or possibly in writing during a meeting), or by sending the Order Confirmation by electronic mail, by fax, by traditional post, courier or otherwise, as is accepted for the conclusion of agreements of this type.
  16. In the event of Agreements concluded orally, the Seller, prior to the release of the Products, may request confirmation of the terms and conditions of the concluded Agreement in writing or confirmed in writing (e.g. by fax, electronic mail) by the Buyer.
  17. In the Order Confirmation, LINDAB shall indicate first of all whether the Order is accepted in whole or in part, the quantity of sold Products, the price at which the Products are sold, the date on which the delivery will be effected and the selected delivery variant (one of the variants specified in §4 of GTCS or another variant specified by the Parties), as well as the value of the Logistic Fee, as referred to in §4 of GTCS, if applicable. The Order Confirmation shall specify a link to the tab of the Website where the text of these GTCS may be found or (in the event of confirmation being made through electronic mail or in writing) it may be accompanied by a .PDF file containing the current GTCS.
  18. The Seller shall take into account the delivery dates suggested by the Buyer depending on availability of the Products in the Warehouse. If any ordered Products may not be delivered on time, the Seller shall specify the delivery date/dates of the Products or individual batches of the Products in the Order Confirmation.
  19. The Agreement shall be concluded at a time when:
    1. the Seller submits an Order Confirmation to the Buyer, whose terms and conditions fully correspond to the Order,
    2. in the event of Agreements concluded between entrepreneurs, when the Seller submits an Order Confirmation to the Buyer, whose terms and conditions do not contain any significant changes or additions to the text of the Order and reservation of the Seller that the Agreement comes into force at the time of approval of Order Confirmation, and the Buyer does not indicate in the text of the Order that the same may be accepted only without any reservations or in the event that the Buyer does not place an immediate objection as to the contents of the Order Confirmation,
    3. in the event of Agreements a party to which is a Consumer, and the terms and conditions of sale specified in Order Confirmation constitute a modification of the terms and conditions specified in the Order, when the Buyer accepts the Order Confirmation directly, in the form specified for the placement of an Order or in a conclusive form,
    4. in the event of Agreements concluded between entrepreneurs, and the terms and conditions of sale specified in the Confirmation constitute a significant modification or supplementation of the terms and conditions specified in the Order, when the Buyer accepts the Order Confirmation directly, in the form specified for the placement of an Order or in a conclusive form,
    5. in the event of Agreements concluded between entrepreneurs, and the terms and conditions of sale specified in the Confirmation do not constitute a significant modification or supplementation of the terms and conditions specified in the Order, and the Buyer makes a reservation in the Order that Order Confirmation may be made without any reservations or objects to the contents of the Order Confirmation containing insignificant modifications or additions, when the Buyer accepts the Order Confirmation directly, in the form specified for the placement of an Order or in a conclusive form,
    6. in the event that the Seller makes a reservation in the Order Confirmation that the Agreement shall come into force upon the approval of the Order Confirmation, when the Buyer accepts the Order Confirmation directly, in the form specified for the placement of an Order or in a conclusive form.
  20. The conclusion of the Agreement shall also cover the performance of the Logistic Services in the situations described in §4 of GTCS.
  21. In the event that an Agreement is concluded remotely, the Parties shall accept that such Agreement is concluded at the registered office of LINDAB, provided that this reservation shall not apply to Agreements concluded with Consumers.
  22. In the event that an Agreement is concluded remotely, the Parties shall accept that such Agreement is concluded at the registered office of LINDAB, provided that this reservation shall not apply to Agreements concluded with Consumers.

§ 4. Delivery of the Products

  1. Unless the Parties agree otherwise, the Product of LINDAB shall be sold, subject to §4.2 GTCS, EXW (EX WORKS) the Warehouse according to Incoterms 2010 (Variant I of the Delivery).
  2. In the Agreement, the Parties may specify a different delivery procedure than Variant I, by selecting FREE CARRIER (FCA) according to Incoterms 2010 (Variant II of Delivery) or CARRIAGE PAID TO (CPT) sale according to Incoterms 2010 (Variant III of Delivery), or agree on other terms and conditions of delivery.
  3. In Variant I of the Delivery, the Buyer shall be obliged to collect the Products from the Warehouse at its own cost, on a set delivery date. The Seller is only obliged to prepare the Products to be released to the Buyer at the Warehouse. Any risk connected with the Product (including any damage or loss thereof) shall be transferred to the Buyer at the time of release of the Products, and in the event that the Buyer fails to fulfil an obligation to collect the Products prepared for release, not earlier, however, than on a set delivery date, the costs of loading of the Product and its subsequent transportation shall be borne by the Buyer.
  4. In Variant II of the Delivery, the Seller shall deliver the Product by delivery of the Product, at a set time, to the Carrier or another person indicated by the Buyer:
    a) at the Seller's Warehouse, by loading the Product to a means of transport of the Carrier or another person indicated by the Buyer,
    b) in another place, agreed upon and designated by the Parties in Poland, by sending there the Products loaded on a means of transport, provided that the Buyer shall be responsible for trans-shipment.
    In Variant II of Delivery, a risk associated with the Product (including a risk of damage or loss) shall be transferred to the Buyer upon the release of the Products to the Carrier or another person indicated by the Buyer. The cost of transport (remuneration of the Carrier) shall be borne by the Buyer, provided that - unless the Parties agree otherwise in writing or in a form confirmed in writing - in the event that the Buyer fails to indicate a Carrier not later than 3 days before the set date of delivery, the Buyer shall thereby order the performance of the Logistic Service by the Seller, and the Seller shall be entitled to a Logistic Fee in exchange, at the value specified in §4.6 of GTCS.
  5. In Variant III of the Delivery, the Seller shall deliver the Product by delivery of the Product, at a set time, to the Carrier indicated by the Seller:
    a) at the Seller's Warehouse, by loading the goods to a means of transport of the Carrier or another person indicated by the Buyer,
    b) in another place, agreed upon and designated by the Parties in Poland, by sending there the Products loaded on a means of transport, provided that the Buyer shall be responsible for trans-shipment.
    In Variant III of the Delivery, a risk associated with the Product, including damage or loss, shall be transferred to the Buyer at the time of release of the Products to the Carrier. At the same time, the Buyer contracts LINDAB to perform the Logistic Service, and in exchange the Seller shall be entitled to a Logistic Fee at the value specified in §4.6 of GTCS.
  6. Subject to §4.7 of GTCS, unless the Parties agree otherwise, the Logistic Fee shall be due at the amount indicated in the Table of Logistic Fees placed on the Website. The value of the Logistic Fee shall be indicated by the Seller in the Order Confirmation. By concluding the Agreement, the Buyer accepts those rates and undertakes to pay the Logistic Fee.
  7. Unless the Parties agree otherwise, in the event that the value of the Products covered by a single Order and a single delivery exceeds PLN 20,000 (twenty thousand) net, and the Buyer indicates a location in Poland as a place of delivery, such Products shall be sold as FREE CARRIER (Variant III of Delivery), provided that the Seller shall cover the costs of transport of the Products to a location in Poland and the Seller shall not be entitled to the Logistic Fee, as referred to in §4.6 of GTCS.
  8. Delivery time of the Product shall depend on availability of the Product in the Warehouse or at the producer of the Product. The lead time of execution of an Order shall be each time specified in the Order Confirmation, and LINDAB reserves the right to delay the execution of delivery as a result of delays in delivery if the Product by the producer. The delivery date shall be the date of release of the Product to the Buyer, according to the delivery terms and conditions, specified in these General Terms and Conditions of Sale and in the Order Confirmation.
  9. In the event of Orders for non-standard Products, the Buyer shall be obliged to collect the Product at a time agreed upon by the Parties and specified in the Order Confirmation.
  10. A Product which may not be delivered to the Buyer at a set time due to reasons attributable to the Buyer shall be stored by LINDAB at the cost and risk of the Buyer. In the event that the Buyer fails to collect the Product from the Warehouse at the set time or when, due to reasons attributable to the Buyer, it is impossible to transfer the ordered Products to the Carrier in the event of Variant II of Delivery, upon the lapse of such date, the Parties shall enter into a storage agreement for an unspecified period of time, in exchange for which LINDAB shall be entitled to remuneration in the amount of 20% of the gross value of the Order, regardless of the term of the storage agreement. LINDAB shall be entitled to terminate the Product storage agreement against a 3-days' notice and demand the collection of the Products, provided, however, that in the event of agreements concluded with Consumers, LINDAB should specify the reasons of termination of such agreement.
  11. LINDAB shall have a right to terminate the Product storage agreement with an immediate effect, if the Buyer fails to collect the Products from the deposit within 30 days of the date of a lapse of the deadline by which the Product was scheduled to be released according to the Agreement. The right of termination may be exercised by LINDAB within 5 months of the date on which the Products are to be released according to the Agreement, after this time the storage agreement shall be automatically terminated.
  12. Products are released to the Buyer on the basis of a WZ document issued by the Seller.
  13. At the time of collection of the Product, the Buyer shall be obliged to carefully inspect the Product from the point of view of its quantity and quality, as well as identifiable defects (e.g. indentation and any other mechanical damages). The Product should be inspected not only by means of examination of the packaging, but also the contents thereof, as well as the compliance thereof with the Order. Confirmation of collection of the Product on the WZ document constitutes confirmation of due fulfilment of the service by the Seller and equals the acceptance of the quantity and quality of released Products, as well as confirmation of their compliance with the WZ document. No claims shall be accepted after the signature of the WZ document.
  14. In the event of personal collection of the Products from the Warehouse, the Product may be collected only and exclusively by a person who holds a written authorization issued by the Buyer to collect the Products.
  15. If the Products are delivered with the use of services of a Carrier, the Buyer shall be obliged to count and verify the quality of the Products at the time of collection thereof from the Carrier. In the event that any shortages or damages are identified, this fact should be noted by the Buyer, in the presence of the Carrier, by means of drawing-up a protocol on shortages/damages and, on the basis thereof, a claim must be lodged directly with the Carrier.
  16. The Buyer shall ensure, at a place and at a time of delivery, that a person authorized to accept the delivery on its behalf is present, provided that refusal to accept the Product or failure to delegate an authorized person shall not release the Buyer from an obligation to pay for the Product and to pay the Logistic Fee.
  17. In the event of Variant II of Delivery and Variant III of Delivery, the Buyer shall be obliged to report any discrepancies between the documentation and the actual state of affairs or any damages not later than within 3 Working Days of the date of collection of the Products from the Carrier. After that date, LINDAB shall consider the shipment to be consistent with the WZ document and the Agreement (this shall not apply to hidden faults). Any claims concerning the condition or quantity of the Products, delivered to LINDAB after the lapse of 3 days from the delivery, shall not be considered.
  18. In the event of any damage of the Products during transport, the Buyer shall secure the damaged Product and allow for its inspection by the Carrier, the Seller or their insurers.
  19. Liability, including a risk of accidental loss or damage to the Product, connected with the release of items, shall be borne by the Buyer upon the release of the Product to him from the Seller's Warehouse, with an exception of mail delivery, where liability shall be transferred to the Carrier. The Carrier's liability shall commence upon the release to him of a shipment by the Seller for the purpose of transport thereof and shall end upon the release thereof to the Buyer. The Carrier's liability shall be governed by relevant provisions of the Civil Code, including, in particular, provisions regulating the transport agreement and specifying rules of the carrier's liability (see Art. 788 §1 and subsequent of the Civil Code). The Seller shall not bear any liability for any possible damages to the Products during transport, in particular in the event that the Buyer fails to fulfil all the formal requirements concerning the collection of the damaged shipment, fails to draw up a protocol at the time of collection of the Products and fails to submit a claim directly to the Carrier.
  20. LINDAB undertakes to endeavour to ensure that the ordered Products are delivered to the Buyer without any delay. A delay in delivery of the goods by less than 10 days may not constitute the grounds for any claims of the Buyer against LINDAB, in particular any claims for compensation or revocation of the Agreement. The Seller shall not bear any liability for a delay in delivery arising at the fault of the Carrier or at the fault of the supplier of the Products to LINDAB or of the Product's producers.
  21. The Seller shall not bear any liability for a delay in execution of the Order, if such delay results from the following circumstances:
    1. force majeure - which shall be interpreted by the Parties as circumstances remaining beyond the control of the Seller, in particular fire, flood and other natural disasters, war, strikes, riots, demonstrations, epidemics, embargos, interruptions or delays in supply of raw materials, power and components, as well as other unforeseeable interruptions, in particular any interruptions in the operation of the plant, the shortening of the working time at the plants of the manufacturers of the Products sold by the Seller or their subcontractors, any interruptions at work, circumstances attributable to carriers, decisions of public administration authorities, amendments to the law, other similar circumstances not due to the fault of LINDAB;
    2. events for which the Buyer bears liability.
  22. LINDAB is obliged to immediately notify the Buyer of the events which contributed to an impossibility of effecting the delivery.
  23. In the event that there are any overdue payments on the part of the Buyer, the Buyer's failure to pay interest for delayed payments, or in the event that LINDAB gains knowledge about the deterioration of the financial situation of the Buyer, which may adversely affect the fulfilment of obligations by the Buyer under the Agreement concluded with LINDAB, execution of subsequent orders may be suspended until the time of making the relevant payments or securing payments in a manner separately agreed upon by LINDAB.

§5. Prices and Terms of Payment

  1. The prices of Products in the Price Lists and Catalogues are quoted in Polish zloty (PLN) or in Euro (EUR) and are net prices.
  2. The Price Lists and Catalogues do not constitute an offer and serve only as information.
  3. LINDAB makes a reservation that differences may arise between the prices in the Catalogues and Price Lists and the actual, current level of binding prices. In the event of such discrepancies, LINDAB shall immediately notify the Buyer thereof upon the receipt of the Order.
  4. The Seller shall quote the prices in the Order Confirmation in Polish zloty (PLN) or in Euro (EUR).
  5. Prices which are quoted in a foreign currency are converted at the time of an issue of an invoice according to an average exchange rate of the National Bank of Poland binding on the date of issue of the original invoice.
  6. In the Confirmation of the Order, LINDAB quotes net prices, and in the event that the Order Confirmation is sent to the Consumer - gross prices are quoted.
  7. In the event that the Buyer hold documents which release him from an obligation to pay customs and tax on goods and services, he shall be obliged to submit such documents to the Seller on the date of placement of an Order - the Buyer's failure to meet this obligation shall release the Seller from any liability in this regard.
  8. In the case of Orders whose total gross value does not exceed the amount of PLN 500.00, an invoice shall be increased by a handling fee of PLN 25.00 gross, which the Buyer accepts by placement of an Order.
  9. In the event of an Order for non-standard, imported products and/or products manufactured on an individual order of the Buyer, or typical products in large quantities exceeding standard stocks of the Seller, the Buyer shall deposit an advance payment with the Seller to the value of 30% of the gross order value. In such event the quoted delivery date shall be counted from the date of receipt of the full amount of the advance payment by LINDAB.
  10. Unless the Parties agree otherwise, the Buyer shall be obliged to pay for the Products and pay the Logistic Fee before the date of delivery of the Products.
  11. There are the following possibilities of making a payment of the selling price of the Products:
    1. a) payment by cash at the time of collection (only in the event of individual consignees),
    2. b) payment by credits card at the time of collection (only in the event of individual consignees),
    3. c) prepayment by means of a bank transfer to the indicated account kept for LINDAB,
    4. d) a transfer with the agreed payment term, consistent with the issued invoice,
    5. e) other forms of payment agreed upon between the Parties, including the set-off.
  12. The Buyer who submits his first order at LINDAB shall not be entitled to any credit terms, i.e. payment after the date of release of the Products. The Buyer shall acquire such a right after at least ten transactions whose minimum net value amounts to PLN 200.00 each, if such transactions are paid for on time. The terms and conditions of such credit shall be agreed upon by the Parties individually in particular Agreements.
  13. Before the granting of a commercial credit to the Buyer and the deadline referred to in §5.12 of GTCS, the seller may request from the Buyer the presentation of financial documents confirming a good financial situation of the Buyer or order verification of the solvency of the Buyer from an independent commercial auditor or insurer. In the event of doubts concerning the solvency of the Buyer, the Seller may refuse to execute orders which are placed under the credit terms.
  14. All transactions covering credited payments may be insured by LINDAB with an insurance company. Therefore, a need may arise for additional requirements to be imposed on the Buyers who hold a credit limit at LINDAB (provision of additional documents). In the event of refusal to make such documents available or in the event that such documents are missing, LINDAB reserves the right to reduce or cancel the credit limit. LINDAB shall not have any influence on the evaluation of the credit capability by an insurance company. The payment terms may also be changed due to delays in payments or receipt of information concerning the Contracting Party from an insurance company.
  15. LINDAB requires the Buyer who has been granted a right to a credit to provide a list of employees authorized to place Orders with LINDAB and to collect the Products made available on the basis of such Orders. It shall be necessary to provide the first names, surnames and the current personal identification card number of each of the authorized employees. LINDAB shall not bear any liability for the correctness of the orders submitted by authorized persons who are specified in the list provided by the Buyer.
  16. The payment date by the Buyer shall be the date of crediting the bank account of LINDAB, as indicated on each occasion in the VAT invoice, with the amount of payment.
  17. The Buyer shall authorize the Seller to issue VAT invoices without his signature.
  18. In the event of untimely payment, LINDAB shall be entitled, without any additional calls, to demand interest for delay at the value of statutory interest, as binding on the date of payment of the invoice (annually). Interest for delay shall be calculated from the date following the date on which the payment date lapses.
  19. In the event of untimely payment, LINDAB shall be entitled to pursue, in addition to the principal amount and interest for delay, also the reimbursement of court costs, enforcement costs and costs of representation in the process. Moreover, LINDAB shall be entitled to demand and pursue from the Buyer the repayment of lump-sum costs connected with the collection of such amounts due, up to the value of 20% of the amount of collected payments, which shall not prejudice a possibility of pursuing compensation subject to general terms and conditions.
  20. If the Buyer delays with the payment of the amounts due under more than one invoice, LINDAB shall be entitled to credit the amount of any payment made by the Buyer first towards the interest for a delay, and then towards the oldest amounts receivable. This provision shall revoke the right of the Buyer (the debtor), as referred to in Art. 451 §1 of the Civil Code. In addition, LINDAB reserves the right to set-off the amounts of other receivables and payables, according to the provisions of the Civil Code.
  21. The lodging of a claim shall not entitle the Buyer to suspend any payments for the delivered Product or a part thereof, as well as the payment of the Logistic Fee.
  22. Under the storage agreement, LINDAB shall issue an invoice for the due remuneration, as referred to in §4.10 of GTCS, within 7 days of the date of entry into such storage agreement.
  23. The Buyer must obtain a prior consent of LINDAB for the return of the Products.

§ 6. Quality of the Products. Quality Guarantee. Claims

  1. LINDAB hereby grants to the Buyer a quality guarantee for the Products sold. Under the guarantee, LINDAB shall ensure the removal of any physical faults of the Products or replacement of the Products, provided that the chice of service shall be at the discretion of LINDAB.
  2. The quality guarantee shall be binding subject to the terms and conditions specified in these GTCS and in the Guarantee Card, if such card is attached to the Product or available on the Website.
  3. The guarantee shall be binding in the territory of Poland.
  4. The period of guarantee shall be 12 (twelve) months from the date of issue of an invoice under the Agreement.
  5. In the event that a Product is delivered under the guarantee which is free of any defects, the 12-month guarantee period shall start to take its course from the time of delivery to the Buyer of a Product free from any defects.
  6. The guarantee shall only cover the defects which arise due to reasons inherent to the Products prior to the release thereof to the Buyer.
  7. The Seller shall not be liable for the faults of the Products which arise due to the following reasons:
    1. damage or improper operation resulting from mistakes committed at the time of assembly, including careless installation or assembly of the Product, and including connection of the Product in contradiction with the instruction manual or connection of the Product without the required electrical protection,
    2. improper functioning of the Products as a result of use thereof in contradiction with the assembly and user's manuals,
    3. normal wear and tear of the Product,
    4. use of the Products in contradiction with their purpose,
    5. repair, maintenance or service performed by unauthorized persons,
    6. wrong design or project objectives,
    7. lack of proper maintenance and periodic overhaul of the Product,
    8. storage of the Product in improper conditions,
    9. consequences of acts of God and other circumstances which LINDAB is not liable for (e.g. damages during transportation, lightning, mechanical damages, electrical network short circuits),
    10. other breaches, as described in the Guarantee Card.
  8. The guarantee shall not apply if any changes and modifications are made in the Product.
  9. The exploitation materials of the Products shall not be covered by the guarantee.
  10. The Seller shall not bear any liability for damages which are incurred by the Buyer and third parties and which arise in consequence of the existence of faults in the course of the guarantee period.
  11. Subject to the point below, any rights under the guarantee shall be exercised by the Buyer on the basis of the Guarantee Card, including the attached invoice of purchase of the Products and a claims form. The Buyer shall be obliged to download the forms of the Guarantee Card from the Website or apply to an employee of the Commercial Department of LINDAB for the provision of such Guarantee Card.
  12. In the event that a Product does not have an individual Guarantee Card, the basis for consideration of the claim shall be constituted by a submitted claim form which is available on the Website and which is accompanied by a proof of purchase of the Product (a VAT invoice).
  13. In order to be able to exercise the rights under the guarantee, the Buyer shall be obliged to send immediately, however not later than within 14 (fourteen) days of the date of identification of a defect, a claim report according to the Seller's draft placed on the Website (a claims form) specifying, in particular, the invoice number, the type and model of the Product, type of installation where the Product is applied, identified defects and the circumstances of their occurrence. In case of any doubts, the Seller may also request other data.
  14. The time of receipt of the claim shall be deemed to be the time of confirmation of receipt of the claim in writing or in a form confirmed in writing (including by fax or by electronic mail) by a commercial representative of LINDAB.
  15. If the claim is not submitted within the deadline specified above, the Buyer shall be deprived of his rights to pursue claims under the guarantee.
  16. A party entitled to lodge claims shall only be the entity which has acquired the Product from LINDAB or its representative. If a defect is identified by another person or entrepreneur, the claims report is submitted through the Buyer from whom such defective Product was purchased.
  17. The Buyer undertakes to facilitate the identification of defects by the Seller and the undertaking of actions aimed at remedy thereof.
  18. The Buyer undertakes to send the defective Product to the address indicated by the Seller, unless, due to the type and size of the Product, the repair must take place at the location of installation of the Product. At the place of location of installation, the Buyer shall be obliged to provide free and safe access to the Product, according to the OSH and labour security rules, in particular - if necessary - to provide appropriate scaffoldings, ladders and/or lifts. Otherwise, upon determination of an impossibility to perform the service activities, the Seller shall be entitled to refuse to repair the Product and charge the Buyer with the costs of arrival of the servicemen.
  19. LINDAB, in the event of its own Products manufactured by LINDAB, shall express its opinion regarding the manner of settlement of the claim within up to 14 days of the date of receipt of the claimed Product. In special justified cases, e.g. extended period of waiting for the delivery of the Product which is an object of replacement with a new product or of spare parts, the period of execution of the claim may be extended. Claims concerning the Products manufactured by an entity other than LINDAB shall be considered according to the procedure stipulated by their producer. While considering claims, their justification shall be evaluated taking into account the binding technical standards.
  20. If, in the process of consideration of claims, it is necessary to obtain additional information connected with a defect or a manner of exploitation of the Product, the Buyer shall be obliged to provide all the data and information which are required by the Seller for the purpose of consideration of the claim.
  21. LINDAB shall repair the Products free of charge or replace them with new Products free from any defects and the above shall apply to all the Products which are an object of a claim according to the procedure specified in GTCS and considered by LINDAB as Products being justifiably claimed.
  22. A decision regarding the manner of execution of a guarantee claim shall be at a sole discretion of the Seller.
  23. If LINDAB is unable to repair the faulty Product and it is not possible to replace the Product with a new one, LINDAB reserves the right to compensate the value of the defective Product by an issue of an appropriate correction document to the Buyer and return of the money paid by him therefor (a reduction of the selling price of the defective Product).
  24. The costs of remedy of any defects shall be borne by the Seller. The remedy of such faults may consist of an introduction of such changes in the Products which ensure that after the introduction thereof, the Product meets all the requirements which it met before the occurrence of the defect. The remedy of such defects shall take place as soon as possible from the technical point of view.
  25. In the event that repair is not possible or entails excessive costs, the Seller undertakes to replace the Product with a product free from any defects, not later than within 1 (one) month of the date of reporting such defect.
  26. All the claimed Products must be delivered to the address of LINDAB or to the address of the relevant manufacturer of the Product, if such address is indicated by LINDAB, at the cost of the Buyer.
  27. In the event of granting the claim, the Seller shall cover the costs of transport in the territory of Poland of the Products and/or parts repaired or replaced under the guarantee, as well as any possible costs of travel and stay of servicemen, if the repair takes place at the place of installation of the Product in Poland.
  28. The original packaging and attached accessories form an integral part of the Product and must be delivered togehther with the same.
  29. Prior to dispatch of the defective goods, the Buyer should agree with LINDAB the rules and manner of the shipment. Each return should be accompanied by an original copy of the completed claims form signed by the Buyer. LINDAB reserves the right to refuse to accept a shipment which has not been arranged in advance or a shipment without the accompanying form.
  30. In the event of quantity and quality claims made directly after the delivery, it shall be necessary for the Buyer to place a note on the bill of lading concerning the type of defect of the purchased Product (determination of shortages or damages) or attach a protocol signed with the Carrier concerning the shortages. A note on the bill of lading must be signed by the driver who carried out the delivery.
  31. Until the time of final settlement of the claim, the Buyer shall be obliged to keep the claimed Product in a due manner, preventing its possible damage or the occurrence of any shortages.
  32. LINDAB shall not be liable in any manner whatsoever for any additional costs arising as a result of occurrence of a defect of the Product (e.g. assembly and disassembly), limiting its liability solely to the Product itself.
  33. Any parts obtained as a result of repair under the guarantee shall become the property of the Seller.
  34. The Buyer shall be obliged to cover the costs of LINDAB incurred as a result of an unjustified claim. In the event that the claim is not granted, the Seller shall issue a VAT invoice to the Buyer for the costs incurred in connection with such claim (experts' opinions, shipments, travel, etc.).
  35. In the event that the servicemen of LINDAB are called without justification, the Buyer undertakes to cover the costs of travel of the servicemen of LINDAB to the amount of PLN 1.5 net/km + VAT and the costs of the performed service work to the amount of PLN 80 net/h + VAT per each started hour. A minimum fee for travel of the servicemen of LINDAB shall amount to PLN 60 net +VAT.
  36. LINDAB shall have a right to suspend satisfaction of the Buyer's claims under the quality guarantee until the time of payment by the Buyer of all overdue payments.

§ 7. Limitation of Liability

  1. Notwithstanding any other provisions of the Agreement and GTCS, as well as within the scope in which this does not infringe the mandatorily-binding provisions of law: total liability of LINDAB for any compensation, claims and demands based on any grounds (including compensation, claims and demands in tort, failure to execute an agreement, a warranty, a guarantee, an assurance or a statutory obligation, failure to exercise due diligence, absolute liability) towards the Buyer shall not exceed the amount equal to the value of the Agreement (the gross Product price). This shall also apply to damages arising as a result of defects in the Products.
  2. In no circumstances will LINDAB bear any liability for any loss of profits, loss of contracts, rise in costs (including costs of capital, fuel and power supply), loss of revenues, loss of a possibility of use, loss of data or due to any possible or indirect damages incurred by the Buyer.
  3. Pursuant to Art. 558 of the Civil Code, the sale of the Products shall not be subject to the provisions concerning the warranty.
  4. The limitation of liability referred to in points 1-3 above shall not apply to Agreements concluded between LINDAB and Consumers.

§ 8. Final Provisions

  1. In all matters not governed by these GTCS, the provisions of the Polish law shall apply, provided that this clause shall not apply to Agreements concluded with Consumers.
  2. These GTCS exclude the application of the provisions of the Vienna Convention of 11 April 1980 on International Sale of Goods.
  3. The Buyer undertakes to immediately notify LINDAB in writing of each change of its registered office or place of residence and the address for the service of correspondence. Lack of notification shall mean that delivery effected to the addresses indicated in the Order or in the signed Agreements or in other arrangements shall be deemed effective.
  4. LINDAB and the Buyer shall endeavour to settle in an amicable manner any claims arising in connection with execution of agreements covered by these GTCS. In the event that there is no possibility of an amicable solution of a dispute, a court competent for the final settlement thereof shall be a Polish common court having jurisdiction over the registered office of LINDAB, as of the date of lodging the suit, provided that contractual determination of competence of the court shall not apply to Agreements concluded with Consumers.
  5. The Buyer shall not be entitled to transfer his rights and obligations hereunder without a prior consent of LINDAB.
  6. LINDAB reserves the right to amend these GTCS. Amendments shall come into force on the date of their announcement on the Website. LINDAB shall notify the Buyers with whom it has a regular commercial co-operation of anticipated changes in GTCS 7 days in advance of the planned announcement thereof.




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