Polski 
English 
THESE GENERAL TERMS OF SALE WERE ADOPTED BY A RESOLUTION OF THE MANAGEMENT BOARD OF CEZOS LIMITED LIABILITY COMPANY LIMITED PARTNERSHIP ON NOVEMBER 17, 2023
1. General Provisions
1.1 These General Terms of Sale (hereinafter: GTS) define the rules for entering into and executing agreements regarding goods offered by the company registered under KRS number 0000585942 and holding NIP number 5860018456 and REGON 190273058, operating under the name Cezos Limited Liability Company Limited Partnership, headquartered in Gdynia (hereinafter: CEZOS).
1.2 All agreements entered into by CEZOS shall be executed in accordance with these General Terms of Sale (hereinafter: GTS), which constitute an integral part of the agreement, and to which the BUYER confirms that they are the full and exclusive expression of the agreement between the BUYER and CEZOS. All additional or different terms or arrangements will be binding only to the extent that they are accepted by CEZOS in writing under penalty of nullity.
1.3 These GTS shall be deemed applicable when CEZOS sends these GTS to the BUYER prior to concluding the agreement.
1.4 These GTS exclude the application of other standard contractual models (general terms and conditions, terms of sale, contract templates, regulations, etc.) used or established by the Buyer.
1.5 Contractual provisions, individually agreed and confirmed in writing, take precedence over the provisions of these GTS to the extent that they contain provisions different from these GTS.
1.6 The terms used in these GTS mean:
1.6.1 Inquiry – an inquiry (order) directed by the BUYER containing at least: the name of the ordered product, quantity, Buyer’s data necessary to issue a VAT invoice, and the method, date, and place of product receipt to which the Inquiry applies
1.6.2 Confirmation – a statement by the BUYER accepting the terms of the order execution (product price, total value of the ordered goods, delivery/receipt time and place, payment terms) presented to the BUYER by CEZOS in response to the Inquiry.
2. Offer / Order Confirmation
2.1 Advertisements, catalogs, brochures, price lists, and other announcements regarding goods offered by CEZOS are for information purposes only and do not constitute an offer within the meaning of the Civil Code and are not binding unless otherwise stated in the content of these documents.
2.2 The contract is concluded at the moment of:
2.2.1 Confirmation by the BUYER of the terms of order execution presented by CEZOS in response to the BUYER's inquiry (order), including the order execution date, and submission and acceptance of these GTS;
2.2.2 Agreement through negotiation of all the terms of order execution and submission to the BUYER, and acceptance of these GTS.
2.3 Orders placed without a prior offer from CEZOS are treated as an inquiry about the possibility of order execution and are not binding on CEZOS until CEZOS determines the terms and delivery time of the order and sends these GTS to the BUYER before the conclusion of the contract. The same applies if the BUYER modifies CEZOS's offer or the conditions of order execution specified by CEZOS.
3. Documents
3.1 Data included in catalogs, prospectuses, offer documents, and contract documents in the form of illustrations, drawings, dimensions, and weights, consumption, and performance indicators, and other data are approximate and non-binding unless explicitly stated to be binding.
3.2 CEZOS reserves the right – in special cases – to change the design and, where appropriate, to make material changes that do not lead to a deterioration in product quality.
3.3 CEZOS reserves copyright to drawings and other documents provided to the BUYER along with the goods. The BUYER is not entitled to use them for purposes other than the use of the purchased goods in accordance with their intended purpose, and is not authorized to copy, reproduce, or share them with third parties. These documents do not transfer ownership of the goods nor imply the granting of any license.
3.4 Drawings and other documents that are part of the offer, if made available to the BUYER before concluding the contract, remain the property of CEZOS and must be immediately returned upon CEZOS’s request along with any copies made of them.
3.5 CEZOS is fully protected by patents and technical solutions used in the offered products.
3.6 The BUYER undertakes not to share information or technical documentation based on which the purchased products were made with other entities.
4. Prices, Packaging, Insurance
4.1 The sales prices or the production prices of products by CEZOS do not include VAT, excise, other taxes, duties, which will be added to the price agreed by the parties in accordance with applicable law.
4.2 The prices quoted by CEZOS do not include customs duties or other financial burdens imposed on products by the law applicable to the BUYER's location.
4.3 Unless the parties have explicitly agreed otherwise before concluding the contract, CEZOS does not insure the goods sent to the BUYER, including transport risk insurance.
4.4 The costs of packaging and the nominal cost of the shipping method agreed upon by the parties are borne by the BUYER. This cost will be added to the price of the goods in the amount of the actual costs incurred.
5. Transfer of Risk
5.1 If the goods are to be shipped to the BUYER at the location specified by the BUYER or agreed by the parties, the transfer of risk of accidental loss or damage to the goods occurs at the moment the goods are entrusted to the first carrier.
5.2 If the shipment is delayed due to the BUYER’s failure to fulfill obligations or at the express request of the BUYER, the risk of accidental loss or damage to the goods passes to the BUYER upon notification of readiness for shipment.
6. Delivery Dates
6.1 The order execution date is deemed to be met if the goods are ready for shipment/delivery by the specified date.
6.2 The delivery time specified by CEZOS also takes into account the delivery times of subcontractors and partners. In the event of delays in deliveries by these entities, CEZOS reserves the right to unilaterally extend the delivery time agreed upon by the parties, of which CEZOS will promptly notify the BUYER.
6.3 The order execution time starts from the moment the contract is concluded in accordance with point 2.2 of these GTS, subject to point 6.
6.4 Compliance with the order execution date depends on the timely fulfillment of contractual obligations by the BUYER. If, according to the Parties' arrangements, the execution of the contract requires the provision of additional information or documents by the BUYER, obtaining authorizations or permits, or making an advance/deposit payment or the full agreed price, the order execution period begins when the last required information or document is provided, the last required authorization or permit is obtained, or the agreed payment is made.
6.5 Any changes to the contract execution requested by the BUYER, if accepted by CEZOS, may result in an extension of the order execution period.
6.6 CEZOS reserves the right to deliver ordered goods in batches.
6.7 Minor defects that do not affect the proper use of the goods do not affect the BUYER's obligation to receive the goods. In such a case, the order execution date is deemed to have been met.
7. Delivery of Goods
7.1 If the delivery is delayed due to reasons attributable to the BUYER, such as failure to collect the goods at the agreed time, failure to collect from the carrier, or the BUYER's refusal to accept the goods, CEZOS is entitled to store the goods at the BUYER’s expense and risk.
7.2 In the event of the situations described in point 7.1, CEZOS is entitled to issue an invoice for the execution of the contract STORAGE and charge the BUYER for its costs. Storage lasts for the period agreed upon by CEZOS and the BUYER, but no longer than 3 (three) months. In the absence of a separate agreement, storage lasts 3 (three) months. Upon the expiration of the storage period, as mentioned in the second sentence, CEZOS may agree to further STORAGE, and the failure of the BUYER to collect the goods from STORAGE will be deemed as the BUYER’s consent to further STORAGE. The place of STORAGE is the CEZOS warehouse. The risk of accidental loss or damage to the goods passes to the BUYER upon transfer to the STORAGE warehouse. Acceptance into STORAGE will be based on a Release Document containing a note that reads "Goods in STORAGE". The BUYER’s collection of the goods from the storage warehouse takes place in accordance with the terms agreed with CEZOS in writing or by email – at the time of collection, the storage expires. The proof of transfer of the goods from the storage warehouse to the BUYER or a person authorized or indicated by them will be the issue document issued by CEZOS and confirmed by the BUYER or a person authorized or indicated by them. The fee for STORAGE is 1,000 EUR (one thousand EURO) for each started month. If the storage of goods lasts longer than three months, the fee for each subsequent started month of STORAGE will be 1,000 EUR (one thousand EURO). This fee will be increased by the applicable VAT rate at the statutory level. In the event of currency restrictions, the STORAGE fee will be the equivalent of the amounts specified in the previous sentences, in the currency of the order price, according to the average exchange rate of the National Bank of Poland on the day of transfer to STORAGE. The provisions of point 8 of these conditions apply accordingly to the compensation due to CEZOS for STORAGE. CEZOS may terminate STORAGE at any time with seven (7) days' notice to the BUYER.
7.3 CEZOS is entitled to set a new collection date, and after exceeding that date for the reasons mentioned in point 7.1, CEZOS has the right to sell or otherwise dispose of the goods. The sale or other disposal of the goods does not release the BUYER from the obligation to pay for the goods.
7.4 If order execution is impossible or significantly hindered due to unforeseen events beyond CEZOS's control – force majeure – in particular such as fire, flood, accident, civil unrest, war, strike, lockout, sabotage, delay in raw material or component deliveries, embargo, lack of or delay in obtaining essential official authorizations by the supplier or subcontractor, the introduction of an epidemic or epidemic threat, a state of emergency, or due to similar reasons in nature to those mentioned above, CEZOS is released for the time and to the extent of force majeure from its contractual obligations.
7.5 CEZOS will promptly notify the BUYER of the occurrence of force majeure. In the same manner and timeframe, CEZOS will notify the BUYER of the cessation of the circumstances constituting an obstacle to the performance of CEZOS’s contractual obligations.
7.6 In the event of force majeure, the BUYER is not entitled to terminate, cancel, or withdraw from the contract, and they have no claims for delay in contract performance.
7.7 CEZOS may terminate the contract while retaining the right to claim damages from the BUYER if the BUYER initiates liquidation proceedings or becomes insolvent.
8. Payment Terms
8.1 All payments must be made in accordance with the parties’ agreements.
8.2 The BUYER is required to pay the price by the deadline indicated on the VAT invoice issued by CEZOS, unless a different deadline arises from individual agreements between the parties.
8.3 Payments are made exclusively to the CEZOS bank account indicated on the VAT invoice and must be made free of transfer costs and any other charges, by the agreed deadline, without the BUYER making any deductions.
8.4 The BUYER is entitled to offset mutual claims of CEZOS and the BUYER only if the BUYER's claim against CEZOS has been established by a final court judgment.
8.5 If the payment is delayed in relation to the deadline by which it should have been made, CEZOS is authorized – without notice of delay – to satisfy all its claims from a bank guarantee, promissory note, or checks presented as security for the performance of the contract.
8.6 CEZOS has the right to charge interest for the delay in payment of CEZOS receivables.
8.7 If deliveries are delayed for reasons not attributable to CEZOS, payments are due by the original deadline agreed by the parties.
8.8 Failure to meet any of the BUYER's payment obligations to CEZOS on time entitles CEZOS to suspend deliveries and adjust the order execution date to a new date after the overdue payment is made.
8.9 Failure to pay by the deadline specified on the invoice entitles CEZOS to stop delivering goods and suspend the execution of already concluded contracts. CEZOS may condition the execution of a new order submitted by the BUYER, who is in arrears or consistently pays invoices late, on an advance payment for the new order.
8.10 If the delay in payment by the BUYER of any amount to CEZOS exceeds thirty (30) days, CEZOS may terminate the contract with immediate effect. In such a situation, the BUYER is obliged to pay CEZOS an amount equal to the amount for all work performed and materials delivered, as well as a penalty for contract termination due to reasons beyond CEZOS’s control within 7 calendar days from the contract termination date, amounting to 20% of the gross contract value. CEZOS reserves the right to claim compensation exceeding the stipulated penalty.
8.11 The payment date is deemed to be the date on which the funds are credited to CEZOS’s bank account.
9. Liability
9.1 CEZOS provides a warranty for its products in accordance with the terms of the CEZOS Product Warranty Card.
9.2 CEZOS provides the BUYER with a Warranty Card along with the delivery of CEZOS products.
9.3 CEZOS is liable for non-performance or improper performance of the contract, but this liability does not cover lost profits. CEZOS is also not liable for any damages resulting from the improper selection of products, their improper use, or use contrary to their intended purpose or the user manual and maintenance instructions, as well as for any damages caused by the state and properties of the infrastructure in which the products are to be used, especially those elements with which the products are to be connected.
9.4 Notwithstanding the above, CEZOS's liability for any damages is limited to the net contractual remuneration paid by the BUYER, but this limitation does not apply to damages caused by CEZOS's willful misconduct.
9.5 If the parties have agreed in writing on the delivery of products or materials that do not meet Polish Standards or other technical or safety standards, CEZOS is not liable for any resulting damages.
9.6 The BUYER is responsible for the applicability and consequences of using products delivered by the Seller in the BUYER's specified design solutions, even if CEZOS was involved as an advisor or consultant in the preparation of the design and final product.
9.7 CEZOS is not liable for defects in the product manufactured by the BUYER using products supplied by CEZOS.
9.8 CEZOS hereby excludes the application of warranty provisions for defects in products sold to buyers who are entrepreneurs.
10. Retention of Title
10.1 The delivered goods remain the property of CEZOS until the BUYER has paid all outstanding amounts for these goods, including ancillary claims and damages (hereinafter "Reserved Goods").
10.2 The retention of title also covers items resulting from the processing, combination, or mixing of Reserved Goods with other items.
10.3 As security, the BUYER assigns to CEZOS all future receivables from the resale of Reserved Goods, including after their processing or combination/mixing with items not owned by CEZOS, along with all ancillary rights, up to the value of the Reserved Goods, and CEZOS hereby accepts this assignment. CEZOS is entitled to directly inform the BUYER about the assignment and to demand direct payment to itself.
10.4 The BUYER is obligated to store the Reserved Goods carefully at their own expense and insure them for the purchase price against common risks. The BUYER assigns to CEZOS any claims against the insurer for damages covered by the insurance up to the value of the Reserved Goods. At the request of CEZOS, the BUYER shall provide CEZOS with the insurance policies to claim insurance benefits.
10.5 In the event of the BUYER’s breach of the contract, especially for non-payment, CEZOS is entitled to demand the immediate return of the Reserved Goods, and the BUYER is obliged to return the Reserved Goods to CEZOS or transfer its claims against third parties to CEZOS. To collect the Reserved Goods from the BUYER, the BUYER irrevocably authorizes CEZOS to enter their premises, commercial, or storage areas and retrieve the Reserved Goods. The BUYER bears all costs related to the return of the Reserved Goods. A demand for the return of the Reserved Goods does not affect the validity of the contract.
11. Final Provisions
11.1. Any disputes that may arise in connection with the conclusion or performance of a contract using these GTS shall be subject to the jurisdiction of the courts competent for the registered office of CEZOS.
11.2. In matters not regulated by this agreement, the provisions of Polish law and the Polish Civil Code shall apply.