GENERAL TERMS AND CONDITIONS OF SERVICES
- General provisions.
1.1. These General Terms and Conditions of Services [hereinafter: "GTCS"] regulate the principles of sales of goods and services by Apiss Automatyka Elektronika Arkadiusz Gaul [hereinafter: "Apiss"].
1.2. GTCS constitute an integral part of contracts, offers, orders and order confirmations, and in such scope they apply to Apiss and its Client [hereinafter the "Client"], unless both contracting parties decide otherwise.
1.3. The GTCS shall apply to all contracts concluded between Apiss and the Client and to all factual and legal actions undertaken by Apiss and the Client in order to perform the concluded contracts.
1.4. The application of any general terms and conditions (contract templates) of the Client is hereby excluded.
1.5. Any changes to the terms of the contract require the express consent of Apiss, expressed, under pain of being declared null and void, in documentary form (in writing, by e-mail or by fax).
- Awarding of the contract.
2.1. The contract is concluded by the Client submitting an order to Apiss to perform a service or sale of goods by Apiss on the basis of Apiss' offer or without such an offer, which integral part is the GTCS, and then confirming the acceptance of the Client's order by Apiss.
2.2. The Client’s order shall be deemed accepted if Apiss confirms the acceptance of the order in documentary form (in writing, by e-mail or by fax).
2.3. The conclusion of the contract shall mean acceptance of the GTCS by the Client.
- Performance of an order to provide services.
3.1. Apiss performs services within the time specified in the accepted order. Apiss guarantees the performance of services within the agreed time on condition that the Client performs all the necessary actions for the proper order performance by Apiss, in particular, provides the relevant parts, materials and documentation, as well as makes available the appropriate place to perform the services.
3.2. The Client shall be obliged, at its own expense, to provide Apiss, during the performance of services, with access to electricity, drinking water, a properly secured place for storing tools and a social room for Apiss’ personnel.
3.3. The Client is obliged to cooperate fully with Apiss in order for Apiss to properly perform the services.
3.4. If in the place of performing services by Apiss, there are internal procedures, regulations, fire and occupational health and safety regulations in force, the Client is obliged to train Apiss' personnel in this field free of charge.
3.5. If, in the event of the Client's delay in the performance of its obligations provided for in sections 3.1 - 3.4 above, Apiss could not provide services despite its readiness, the Client shall be obliged to pay remuneration for Apiss' readiness to provide services in the amount determined in the order.
3.6. If the delay referred to in paragraph 3.5 above exceeds 5 days, Apiss shall be entitled, but not obliged, to withdraw from the contract. In this case, the Client shall pay Apiss remuneration for the period of readiness to provide services in the amount established in the order, as well as reimburse Apiss for the expenses incurred.
3.7. All transport costs related to the execution of the order, including travel costs of Apiss personnel to and from the place of service provision, local travel costs and costs of accommodation and meals of Apiss’ personnel, shall be borne by the Client. The provision of paragraph 3.6 above shall apply accordingly.
3.8. In any case, Apiss shall be entitled to entrust part or all of the services to subcontractors, unless the parties have expressly agreed in the order that Apiss will perform them personally.
3.9. If, in the course of providing the services, the need arises for additional work that was not included in the order, Apiss shall provide the Client with a list of the additional work necessary to be carried out and the remuneration due to Apiss on this account. The Client's acceptance of the offer to perform additional works shall mean its consent to the additional remuneration. In the event that the Client does not agree to the additional works, which in the opinion of Apiss determine the execution of the order, Apiss is entitled to withdraw from the contract. The provision of section 3.6 above shall apply accordingly.
3.10. The date of completion of the order is given in the Service Report issued by Apiss after the completion of the provision of services. Signing of the Service Report by the Client's representative (in particular, by the ship's captain or superintendent) means confirmation of the completion by Apiss of the works listed in this document, their completion time and materials used.
3.11. In the event that prior to the signing of the Service Report, the Client commences the operation of the equipment in relation to which Apiss performed the work specified in the order, it shall be deemed that the parties have accepted the work performed by Apiss without reservation.
- Performance of an order for the delivery of goods.
4.1. Apiss undertakes to provide the Client with the necessary information on Apiss products, their functionality and conditions of use. By placing an order for a given Apiss product, the Client declares that it has familiarised itself with all the information and documents necessary to ascertain the product's functionality.
4.2. In the event that Apiss manufactures a product dedicated to the Client and according to its specifications, the Client shall be responsible for the consequences of providing incorrect or incomplete technical data.
4.3. Apiss makes its products available to test their functionality by the Client. In the event of such making the product available, the Client shall be responsible for the product until it is returned to Apiss.
4.4. Apiss undertakes to deliver the product on the date specified in the accepted delivery order. Apiss is entitled to postpone the delivery date in the event of circumstances for which it is not responsible. In this case, Apiss shall immediately inform the Client of the nearest possible delivery date.
4.5. The delivery of products takes place at the expense and risk of the Client. The terms of delivery are EXW according to INCOTERMS 2020.
4.6. The document confirming the product delivery shall be a WZ document, which the Client is obliged to sign upon the product delivery.
4.7. The Client shall be obliged to examine the delivered shipment containing the ordered product in the manner adopted for this type of shipments. In the event any damage is found, the Client shall demand that a damage protocol is drawn up and signed by the supplier.
4.8. The Client shall examine the products immediately after delivery, but not later than within 4 days of delivery and notify Apiss of the discovered apparent quantitative deficiencies, apparent quality defects or other non-conformity of the delivery with the order.
4.9. The Client shall be entitled to complain about products which do not correspond with the order, provisions of the contract, samples previously delivered or defective products.
4.10. The defect of the product shall be its physical defect, legal defect, as well as quantity shortage and its non-compliance with any provisions of the contract.
4.11. In order to execute its rights of complaint, the Client shall immediately, but not later than within 4 days from the date of delivery of the product, notify Apiss of the defect, specifying in the notice the type of defect and actions expected from Apiss.
4.12. Apiss is obliged to respond to the complaint immediately, but no later than within 7 days from the date of filing a complaint.
4.13. In the case of the validity of the complaint, Apiss shall provide the Contractor with products free from defects or remove the defect (at its own discretion), and the Client shall send the advertised products to Apiss.
- Remuneration.
5.1. The amount of remuneration due to Apiss and the date of its payment shall be specified each time in the accepted order or other document accepted by Apiss.
5.2. When Apiss personnel travel to and from the place where the services are provided, the hourly rates specified in the accepted order shall apply, and if it does not specify a separate rate for personnel travel, the parties shall be bound by a rate of 50% of the rate provided in the order for Apiss personnel work.
5.3. The basis for issuing a VAT invoice for services rendered by Apiss is the Service Report.
- Liability.
6.1. Apiss undertakes that the quality, features, markings and packaging of delivered products and services will be consistent with applicable regulations and standards and that they will be free from legal and physical defects.
6.2. Apiss is responsible only for the compliance of products and services provided with the contract and the mandatory provisions of the law. Apiss' liability is limited to the value of the services and products purchased by the Client. The parties hereby exclude, pursuant to Article 558 § 1 of the Civil Code, the liability of Apiss under the warranty.
6.3. The liability of Apiss shall be limited to the value of the actual damage incurred by the Client, excluding any indirect damage, in particular, loss of profits and pure property loss, provided that the damage was caused by gross negligence or intentional fault of Apiss.
6.4. Apiss' liability is excluded if the damage is caused by the use of materials or documentation provided by the Client which are inappropriate, used, worn out or contain defects.
- Guarantee.
7.1. Apiss hereby guarantees that the products and services supplied in the performance of the contract will comply with the specifications of the accepted order.
7.2. Unless otherwise agreed by the parties in the contract, the guarantee period is:
7.2.1. [_] months in respect of services provided by Apiss
7.2.2. [_] months in relation to products supplied by Apiss.
7.3. The period referred to in clause 7.2.1 above shall be calculated from the date of signing of the Service Report by the parties, and if the parties have not signed this document - from the date of termination of the provision of services by Apiss.
7.4. The period referred to in clause 7.2.2 above shall be counted from the date of signing by the Client of the WZ document, and if the Client has not signed this document - from the date of delivery of the product to the Client.
7.5. In the case of the supply or installation of new parts or modules, as well as the sale or supply of spare parts, the guarantee period indicated in the manufacturer's guarantee for a given part shall apply. All guarantee claims regarding such parts shall be submitted to the manufacturer of the part.
7.6. Under the guarantee, Apiss undertakes to remove at its own expense, physical defects of the product or service performed, if these defects are revealed during the guarantee period and arise from causes inherent in the product sold or are a consequence of faulty performance of services by Apiss.
7.7. The guarantee granted by Apiss does not cover defects and faults originating in materials or documentation provided by the Client, and also those which arise as a result of improper use of devices or products or mechanical damage.
7.8. All complaints must be reported to Apiss during the guarantee period, in electronic form, in writing or by fax, within 3 days of the discovery of a defect. The guarantee does not cover defects, which were reported in a manner other than that specified above.
7.9. Upon receipt of a complaint, Apiss within 14 days will verify its validity and issue a statement of acceptance or non-acceptance of the complaint. For this purpose, Apiss may commission an expert opinion from an independent entity or conduct an inspection through its representative.
7.10. In order to properly conduct the complaint procedure, the Client is absolutely obliged to refrain from using the items in which a defect was detected and from any interference with the object (including the disassembly of the object) until Apiss issues a statement of acceptance or non-acceptance of the complaint and a possible inspection by a representative of Apiss. In the event of non-compliance by the Client with the obligations set out in the preceding sentence, as well as conducting an inspection of the object without the participation of a representative of Apiss, the guarantee shall expire.
- Withdrawal of the execution of the order.
8.1. Until the completion of the execution of the order, the Client may withdraw from the order, with simultaneous payment to Apiss of the entire agreed remuneration and reimbursement of expenses incurred by Apiss.
8.2. If the Client’s performance of the contract is uncertain due to the Client’s financial condition, Apiss shall be entitled, at its discretion, to withhold the execution of the order until the Client has made full or agreed prepayment for the Apiss product or service or has provided Apiss with appropriate payment security.
8.3. Apiss shall be entitled to withdraw from the contract if the Client fails to perform the necessary actions for the proper execution of the order by Apiss, in particular fails to provide the relevant parts, materials and documentation and fails to make available a suitable place for the provision of services. In the event of withdrawal from the contract, the Client shall reimburse Apiss all costs incurred by Apiss in order to perform the order.
- Industrial property rights.
9.1. Apiss retains copyrights, patents and other industrial property rights to the subject of the contract delivered to the Client.
9.2. If the subject of delivery is software belonging to Apiss, the principles of licensing the use of this software shall be regulated by an agreement between Apiss and the Client. In the absence of such a separate agreement or regulations governing this issue, the provisions of this section 9 of the GCTS shall apply.
9.3. Apiss grants the Client a non-exclusive licence to use the software.
9.4. Subject to full and regular payment of licence fees, the Client shall receive a non-exclusive, valid for the duration of the licence agreement, non-transferable and non-sub-licensable right to use the software to the extent permitted under the agreement.
9.5. Contractual use includes the installation and loading, displaying and running of the installed software.
9.6. Apiss is entitled to terminate the licence agreement in writing without notice for a justified reason. A justified reason, which entitles Apiss to terminate the contract, is primarily the violation of the Client’s rights of use by using the software beyond the scope specified in the contract and the failure to stop the violation within a reasonable period after receiving a warning from Apiss.
9.7. The Client is not allowed to transfer the software, a copy of the software in the possession of the Client or any backup copy to third parties. In particular, the Client shall not be allowed to sell the software, license or sub-license it, make it public or make it available to the public unless it has obtained prior written consent to do so from Apiss.
9.8. It is forbidden to copy accompanying materials (e.g. instructions) of the software without the consent of Apiss, to modify, carry out disassembly, decompilation or decryption of the working methods of the software, to create derivative works using the software or parts thereof.
- Force Majeure.
10.1. Neither party shall be liable for non-performance or improper performance of its obligations under the agreement if such non-performance or improper performance is caused by force majeure.
10.2. Force majeure shall be understood as an external event of extraordinary nature, beyond the control of the parties, which cannot be prevented with the use of the utmost diligence, in particular but not exclusively:
10.2.1. decisions of the authorities;
10.2.2. epidemics or pandemics;
10.2.3. war, including civil war;
10.2.4. riot, acts of sabotage, civil commotion;
10.2.5. natural disasters such as storms, hurricanes, earthquakes, floods.
10.3. Each party undertakes, as far as possible, to inform the other party of any events having the characteristics of force majeure that may affect the performance of obligations under the agreement so as to enable the other party to take measures to minimise the consequences of such event.
10.4. If force majeure causes a party to fail to perform or improperly perform its obligations under the contract then:
10.4.1. that party shall immediately notify the other party in writing at the address indicated as the party's registered address of the occurrence of such an event, and shall furthermore inform the other party of the relevant facts affecting the course of such an event, in particular the anticipated date of its termination and the anticipated date of the resumption of performance of the obligations under the contract and the termination of such an event, if possible providing documentation in this respect;
10.4.2. the parties shall agree on how to deal with the event;
10.4.3. that party shall commence remediation of the event without delay;
10.4.4. each party shall exercise the utmost diligence for the proper performance of its obligations under the contract and shall promptly fulfil its obligations under the contract once the causes of the event and/or its consequences have been remedied.
10.5. If a delay in performance continues for more than three months, the other party may terminate the contract with immediate effect.
- Confidentiality.
11.1. Each party undertakes to keep strictly confidential all confidential information and facts of which it becomes aware in connection with the conclusion and performance of the agreement. This obligation also applies to documents, materials and any other information carriers. Confidential information is any information not disclosed to the public, irrespective of its legal, economic, organisational or any other nature, concerning the party and entities related to it by capital, contract or organisation. Confidential information also includes data and information concerning current, former and future employees, collaborators, suppliers and contractors of the parties. Confidential information includes, in particular, the business confidentiality referred to in Article 11 Cl. 4 of the Act of 16 April 1993 on Combating Unfair Competition.
11.2. The information referred to in clause 11.1 above may be disclosed only with the prior consent of the other party expressed in writing under pain of invalidity. The obligation of confidentiality shall also apply for 3 years after the termination of the agreement.
11.3. It shall not be a breach of confidentiality obligations to disclose information under mandatory provisions of law or a decision or order of a state authority or institution binding on one of the parties.
- Final provisions.
12.1. All agreements concluded between Apiss and the Client are governed by Polish law. In the matters not regulated in GTCS and the contract between Apiss and the Client, the relevant provisions of Polish law shall apply.
12.2. Any disputes arising between Apiss and the Client shall be settled by a common court competent in terms of substance for the registered office of Apiss.
12.3. The current version of GTCS is always available at: http://www.apiss.pl/.
Certificates
Contact
Apiss
Industrial automation and control systems
Mobile: +48 504 128 700
Phone: +48 91 439 58 01
Email: apiss@apiss.pl
ul. Koralowa 53
Szczecin - Bezrzecze 71-220