General terms of sale and delivery
Seller: ALF-SENSOR SPÓŁKA JAWNA
Buyer: Customer of Alf-Sensor, which issued Inquiry or Purchase Order.
Purchase Order: Order granted for purchase goods or workmanship granted by Buyer and confirmed by empowered person of Seller.
Goods: Temperature measurement instruments and other devices manufactured or furnished by Seller.
Delivery of goods: In Seller's shop after goods are tested by Seller's Quality Control or by Buyer's representative if such stipulated in Purchase Order.
2.1. Conditions given in the Offer are binding for 30 days unless it is defined otherwise in the Offer. Acceptance of the Offer after 30 days have been expired shall not be considered as contract until written confirmation of Seller.
2.2. Any information presented in catalogs, folders, etc., which do not belong to the offer, are binding for Sides only if quoted in the confirmation of Order issued by the Seller.
In interest of technical progress Seller reserves the right to alter specification without prior notice.
2.3. The offers issued by the Seller are not binding until the Buyer accepts these conditions.
2.4. In case of any dispute on interpretation of the Order, the provisions of the applicable Seller proposal take precedence over any conflicting provisions in any other document made part of the Order.
3. Making the contract.
3.1. The contract is binding after Buyers receives confirmation of order from the Seller unless Buyer makes reservation in writing to the text of confirmation within 3 days from receiving it.
3.2. Sides assume to enter a contract on conditions specified therein.
3.3. Any provisions or stipulated in particular contract are not binding to any other contract.
3.4. The Seller guarantees the Goods are made in strict accordance to the Order confirmed.
3.5. A separate contract on the conditions given herein shall be made for each order received by Seller.
4.1. The all prices shown in the Offer are calculated on a base of acceptance of the conditions specified herein. Any change of these conditions requested by the Buyer may cause change of prices offered or decline of confirmation of the Order.
4.2. The all prices are shown ex-works excluding VAT unless otherwise written in the Offer.
5.1. The Order realization deadline is counted from the date of confirmation of the Order by Seller or the last technical clarifications whichever is later. The delivery time stated in Offer are expected times of completion and Seller shall not accept any claims, when exceeded.
5.2. All deliveries shall be ex-works Seller's facility. Standard delivery term for standard goods is two calendar weeks.
5.3. In case of special material application the delivery term depends on actual delivery of these materials from sub-suppliers. The Seller informs the Buyer immediately about possible delay in workmanship due to such reason.
5.4. The delivery is effected using carrier company selected by the Seller unless indicated otherwise by the Buyer. Transport fees are paid by the Buyer.
5.5. The Buyer may select other way of transport, however then the Buyer shall specify the all details, which allows the carrier to issue the transport invoice directly to the Buyer.
5.6. Risk of loss or damage shall pass to Buyer at the time Seller makes the equipment available to Buyer for shipment.
5.7. Buyer shall be responsible for compliance without limitation with all local laws and regulations applicable to installation, use, import, export and re-export of the Goods and licensed software, if applicable.
5.8. Seller may, with prior consent of Buyer, realize partial or early deliveries charging Buyer for such deliveries before dates agreed and amending dates of payments appropriately.
5.9. In the event of delay in delivery and/or performance caused by force majeure or Buyer, the date of delivery shall be extended by the period of time the Seller is actually delayed or as mutually agreed.
Types and quantities of documentation to be supplied shall be as specified in Seller's Offer. Additional copies allowed per above may be furnished for an additional charge.
7. Intellectual Property know-how - proprietary information – confidential information.
7.1. For the avoidance of doubt nothing in the Contract shall be construed as affecting the ownership of intellectual property rights in existence prior to or generated after commencement of Contract. The construction, material and other solution applied in the Seller’s goods shall be used to realization of Contract only and shall not be transferred to the third parties and used in any other way. Seller reserves rights to claim in case of infringement.
7.2. All rights to intellectual property in the Goods shall remain the property of the Seller without time limits.
7.3. The Buyer hereby undertakes to preserve intellectual property whether in tangible or visible form or whether communicated orally.
7.4. This obligation of confidentiality shall not apply to any information in the public domain at the time it was disclosed and which becomes from a source other than Contract parties.
8.1. Unless otherwise agreed in Contract the payment shall be made in currency agreed in Offer or in Contract within fourteen (14) days from date of issue the invoice by bank transfer to the bank account of Seller.
8.2. The all bank fees related to bank draft shall be covered by Buyer.
8.3. In the event that Buyer is delinquent in its payment or any other obligations to the Seller, the Seller is authorized to charge interest on the maximum rate permitted by law.
9.1. Seller guarantees that the goods are without any workmanship or law faults.
9.2. With the exceptions of individual guaranty periods for specific case, the guaranty period will cover 12 months from the date of delivery. Seller will not accept any guaranty claim until written information describing the fault is advised to Seller.
9.3. The Buyer shall not return any claimed goods until such a return is accepted by Seller. Shipping price and insurance price for return of goods shall be covered by the Buyer. Alf-Sensor will not accept any returns, which has not been prior accepted to repair or replacement.
9.4. Any cost related to replacement or repairs at Sellers facility will be covered by Seller. After repair is done Seller ships the goods on its cost using its preferred carrier.
9.5. Guaranty of Seller does not cover damage resulting from improper assembly and installation works or improper application of the goods. Guaranty shall become void in case of repair on change in goods done by the third parties without consent of Seller.
9.6. In the case goods produced by Seller on the basis of documentation provided by Buyer, the guaranty of Seller is limited to discrepancies between performance of production and the documentation provided by Buyer or use of inappropriate materials. Guaranty and warranty of Seller does not cover any damages, if production was done in accordance to the documentation provided by Buyer.
9.7. Seller is not responsible for any damages to property or personal injury due to improper application of goods delivered. Maximum responsibility of Seller is limited to repair of claimed goods or return price of the gods, if requested by Buyer, and these are the only compensation of damages to Buyer.
9.8. The guaranty claims shall not exceed value of goods delivered. Any claim exceeding this value is void.
9.9. Guaranty of Seller covers also warranty for software of temperature transmitters delivered by Seller's sub-vendors. Period of such warranty is limited to 90 days from a date of delivery.
9.10. In case of return of goods with guaranty period expired Buyer shall submit Purchase Order to cover cost resulting from test and troubleshooting required. Seller will decide on its own whether it is feasible to repair the goods.
9.11. Seller will be pleased to provide expertise for selection of process wet materials, however its proposal shall be confirmed by expert of Buyer or the end user. Seller shall not be responsible for selection of such material to process fluid specified by Buyer.
10.1. Seller in its documentation and on website provides phone numbers and e-mail address, which may be used to get technical advice. Technical questions may also be sent by fax.
10.2. Sellers provides technical assistance on application of goods delivered, free of charge for 12-month period after time of delivery. Technical assistance is related to the technical information covered by manuals and shown in Offer.
10.3. Sellers provides after sale technical assistance in 6 month time after guaranty period is expired.
10.4. Seller assistance for mating of buy-out devices with Seller's product is provided, if such devices were completed or prior accepted by Seller.
11. Passing of risk and acceptance.
11.1. The risk passes to the Buyer as soon as the goods are dispatched.
11.2. If the Buyer insists on an acceptance inspection he shall bear all costs for this. If the Buyer omits the agreed inspection the products shall be taken to have been manufactured according to contract.
11.3. Ownership of products passes to the Buyer after the full payment is done.
12. Court of arbitration, applicable law.
Contracts shall be subjected to Polish law. Any disputes arising out of the contract shall be solved by Polish court selected by Seller according to Polish law. Purchaser agrees to take part in such a process. Any disputable problem shall not be arisen after 12 month period from delivery is expired.
The Buyer shall indemnify the Seller against all loss, damages, costs and expenses arisen by the third party against Seller's products.