FrostX Sp. z o.o. GENERAL SALES TERMS AND CONDITIONS
v. 1.4 – effective from 15.04.2024.
§ 1
Definitions
Net Price – the unit Product price established in the Agreement or in the Commercial Offer not including value added tax (VAT). The prices are expressed in PLN unless the provisions of the Agreement or the Price List establish a different currency (particularly euro);
Price List – document establishing at minimum the assortment and the Net Price of the Goods offered by FrostX constituting an attachment to the Agreement or an element of the Commercial Offer;
Identification Details of the Purchaser – true and valid details of the Purchaser required for purposes of the Order and verification of the Purchaser, specifically the following: full name of the Purchaser, address of the Purchaser, valid tax identification number (NIP) of the Purchaser, number of the Purchaser in the appropriate register of entrepreneurs (if available) and name of said register, e-mail address of the Purchaser, contact telephone number of the Purchaser;
Distributor – individual or organisational entity authorised by FrostX to sell FrostX Products:
Purchaser – natural person, legal entity, or organisational unit without legal personality holding legal capacity to serve as party to the Agreement, acting pursuant to the law of Poland or the law of a different country as the entrepreneur who places the Order in scope of the Commercial Offer of FrostX or expresses a different desire to conclude a Product purchase agreement with FrostX for business, professional, or personal purposes;
Commercial Offer – the Products offered for sale to the Purchaser by FrostX;
General Sales Terms and Conditions (General Terms) – this document, which includes the provisions effective towards Orders placed to FrostX, establishes the terms of cooperation including the terms of conclusion of the Agreement and the mutual rights and responsibilities of the parties to the Agreement, and is integral to the Agreement concluded between FrostX and the Purchaser available online at the address of www.frostx.pl;
FrostX – FrostX Spółka z ograniczoną odpowiedzialnością with its registered seat in Gliwice at the following address: ul. Konarskiego 18 C, 44-100 Gliwice, entered in the register of entrepreneurs of the National Court Register kept by the Regional Court for the city of Gliwice in Gliwice, X Commercial Division of the National Court Register, under the number KRS 0000784200, holder of NIP tax identification number 631-26-85-519 and REGON national business register number 383216520;
Order Acceptance – declaration of FrostX expressed in document form unless reserved otherwise, followed by FrostX’s final confirmation of the Order placed by the Purchaser, including the quantity, types, and prices of the Products and the processing time. If the terms established in the Order correspond to all terms included in the Order Acceptance confirmation, confirmation of Order Acceptance signifies conclusion of the Agreement by the parties; otherwise, the Agreement is concluded under the conditions established in the Order Acceptance confirmation and is effective if the Purchaser does not promptly address the fact that said terms are not provided in document form within 2 business days;
Force Majeure – an event of a sudden and extraordinary nature preventing fulfilment of the obligation, external, beyond the control of the parties, which the parties could not have foreseen upon conclusion of the Agreement and which they could not have prevented with due diligence, specifically the following: floods, fires, earthquakes, other natural disasters, military activity, terrorist attacks, warfare, riots, strikes, epidemics, acts of government and state administration authorities, disturbances in the availability of goods, services, or information flow.
Product (Products) – the object (objects) or service (services) purchased by the Purchaser from FrostX;
Agreement – Product sale agreement concluded between FrostX as the seller and Purchaser, which establishes the material terms of sale of the Products and delivery of the Products between FrostX and the Purchaser;
Order – the order placed to FrostX by the Purchaser, constituting the binding offer for purchase of the Product under the terms established in the Commercial Offer or in the Agreement. The Order should include the data required for its fulfilment by FrostX, specifically the following: valid Identification Details of the Purchaser, specification of the subject of the Order, and information allowing for proper fulfilment of the service, specifically the Product delivery service.
§ 2
Effectiveness range of the General Terms
These General Terms apply to all agreements concluded between FrostX as the seller and the Purchaser, specifically in scope of Agreements covering sale and delivery of Products from the Commercial Offer.
If the parties to the Agreement should establish any special provisions excluding or modifying the General Terms in a specific Order and Order Acceptance, said special provisions bind the parties in scope of the specific Agreement only unless FrostX explicitly declares otherwise.
FrostX is not bound in any range with any general terms of agreements, agreement templates, or regulations enforced by the Purchaser unless the Purchaser explicitly addresses FrostX with this matter and FrostX expresses consent to effectiveness of the aforementioned. § 2 section 2 above applies accordingly.
The General Terms are revealed to the Purchaser in a way allowing the Purchaser to easily learn them and display them during regular activity, specifically by publishing them online at the address of www.frostx.pl.
§ 3
Sales, deliveries
FrostX hereby declares authorisation to sell all Products covered by the Commercial Offer.
Due to the individual and specific nature of the Products, FrostX reserves the right to extend the order processing time for reasons related to availability of components and other relevant circumstances, including Force Majeure, of which FrostX shall promptly notify the Purchaser. If the processing time should double that initially established or FrostX should announce that such a delay can be expected due to the aforementioned, the Purchaser will be authorised to withdraw from the Agreement within two weeks of expiration of said double processing time or FrostX’s announcement that such a delay can be expected and to a return of all payments already made in scope of the Agreement, specifically the advance payment.
FrostX is authorised to withdraw from the Agreement within the period corresponding to half of the period established in the Agreement for its fulfilment (Product delivery). If FrostX should file a statement of withdrawal from the Agreement, the Agreement is considered unconcluded and all payments already made in scope of the Agreement are subject to return.
The Products are released in the location of FrostX. FrostX can organise the delivery (packaging, hiring a courier service) in scope of an extra service offered to the Purchaser. In such instances, the transport is ordered by the Purchaser at the Purchaser’s costs and risk and FrostX orders the transport service acting on behalf of the Purchaser.
The Product’s delivery to a service point (including in scope of warranty servicing, i.e. packaging, hiring a courier service, using own means of transport) is organised by the Purchaser. FrostX may offer a transport organisation service under the same standards as those established in section 4 above.
If FrostX organises delivery of the Product to the location specified by the Purchaser, this involves delivery of the Product by vehicle to the specific address and making it possible to collect. The Purchaser shall provide all measures required to make it possible to unload the pallet from the vehicle. Furthermore, the transport service does not include carrying the Product upstairs and conquering other obstacles, which make it impossible for a pallet jack to pass through.
§ 4
Conclusion of the Agreement, mutual payments
The payments in scope of Product sales are made between FrostX and the Purchaser based on the Net Price. If there is a listed price without further specification, it is the Net Price.
The price binding both parties shall be established in a separate agreement or according to the Commercial Offer effective on the date of placement of the Order by the Purchaser with consideration of potential price discounts established in the Agreement.
The Agreement (in the form of a separate document or acceptance of FrostX’s Commercial Offer) is concluded upon the Client’s prepayment of 50% of the gross Product price based on a pro forma invoice issued by FrostX. Said payment is equivalent to the Client’s approval of the terms of the Agreement. If no payment is made, the Agreement remains unconcluded even if the Client should declare to accept the offer or make a different declaration usually establishing an agreement. Half of the made prepayment (25% of the gross price) constitutes a deposit (art. 394 of the Civil Code). The deposit is unilateral and applies to the Purchaser only. If FrostX should fail to fulfil the Agreement, the entire deposit must be returned to the Purchaser.
The Purchaser shall make payments based on the VAT invoices issued by FrostX in accordance with the effective law, specifically with consideration of the effective VAT rate.
The VAT invoice issued by FrostX shall be due and payable within the time counted from the date of the invoice and in the currency as established in the Agreement.
The Purchaser shall make all due payments to the bank account of FrostX specified in the invoice unless the parties establish a different payment method. The date of payment is the date of the payment’s arrival to the bank account of FrostX.
§ 5
Compensation, cession
The Purchaser cannot deduct any debts from payments made by FrostX without the prior consent of FrostX expressed in writing under the penalty of being invalid.
The Purchaser cannot transfer any rights or responsibilities resulting from conclusion of the Agreement without the prior consent of FrostX expressed in writing under the penalty of being invalid.
§ 6
Liability for defects
The liability of FrostX for defects in Products under warranty is excluded towards Purchasers who are not consumers or entrepreneurs treated like consumers. FrostX is held liable pursuant to art. 471 and subsequent articles of the Civil Code and pursuant to the provided warranty (if said warranty is issued based on the warranty statement issued by FrostX). In the aforementioned instances, the standards established in the warranty statement and the standards specified below apply.
The Purchaser undertakes to inspect the objects and file Product complaints to FrostX promptly after receiving them, no later than within 7 days. This does not exclude complaints towards defects, which could not have been identified within the aforementioned time.
To be valid, a complaint should be submitted in document form and include the following:
Identification Details of the Purchaser;
details of the Product covered by the complaint (code, name),
specification of the defect; cause of the complaint
documentation of the defect (photos, videos, etc.) whenever possible.
Complaints will be processed within 14 days after they are received by FrostX. If there is no reply within said time, the complaint is rejected.
Complaints may cover damaged Products, defective Products, or Products inconsistent with the Order for reasons attributable to FrostX.
Complaints will be rejected in the following instances:
when they are submitted following expiration of the times established in section 2 above;
if the Purchaser should damage Product due to incorrect or unintended use, which includes failure to obey the instruction or maintenance manual, disassembly of the Product, excessive load of the Product, or physical tampering with the Product by the Purchaser or a third party not in accordance with the intended purpose;
when the Product is free of defects but fails to meet the expectations of the Purchaser;
when the Product’s colour, appearance, packaging, or other properties slightly differ from other Product batches as long as such properties have no effect on the quality or usefulness of the Product.
Filing a complaint does not interrupt or suspend the deadline for Product payments.
The information included in the specifications, instructions, etc. provided together with the Product do not constitute a quality warranty granted by FrostX.
If FrostX should replace or make major repairs to the Product, the warranty is restarted from the moment of delivery of an object free of defects or return of the repaired object. Replacement of the vacuum pump is not considered as major repairs. If FrostX replaces a part of the Product, the aforementioned mechanism is applied to the replaced part accordingly.
In other situations, the warranty time is extended by the time, for which the Purchaser was unable to use the Product due to its defect.
The limitations in liability of FrostX established in these General Terms and in the agreement – including the exclusion of liability of FrostX towards third parties – remain in effect unless provisions of effective law should establish otherwise, i.e. in the widest scope permitted by the law.
§ 7
Force Majeure
The parties to the Agreement are not held liable for failed or inadequate performance of obligations established in the Agreement resulting from Force Majeure as long as they are able to argument its impact on said failed or inadequate performance of obligations.
In the event of Force Majeure, the obligations of the party referring to it may be suspended.
The party referring to Force Majeure must report the situation to the other party within the earliest objective time and must also inform the other party of when the instance of Force Majeure comes to an end.
If the party referring to Force Majeure should fail to fulfil the obligation established in section 3 above, said party will be held liable for failed or inadequate performance of obligations within the time between the emergence of the Forece Majeure and the date of the late notification in question.
§ 8
Interpretation of the Agreement
The capitalised terms used in the Agreement are to be understood as specified in their definitions in § 1 of the General Terms.
The Agreement must be interpreted in accordance with the provisions of commonly effective Polish law.
In questionable instances, the parties shall interpret the Agreement in a way as close as possible to the legal and business sense of the legally questionable or vague provision or its part, striving to ensure uninterrupted fulfilment of the Agreement in compliance with provisions of the law.
If – in order to be fully effective – any provision of the Agreement, specifically these General Terms, should require a specific legal form, the parties undertake to conclude appropriate supplementary agreements or take other legal action in form and content required to keep the Agreement binding the parties and its fulfilment intact.
The possibility of FrostX being bound by an offer modified by the Purchaser in mode of art. 681 of the Civil Code and in mode of 682 of the Civil Code (tacit acceptance of an offer) is excluded.
§ 9
Address details of the parties to the Agreement
The correspondence addresses for FrostX and the Purchaser are the addresses specified in the Agreement. If no such address is specified, the correspondence address for FrostX is the address specified in § 1 section 8 of the General Terms and the correspondence address for the Purchaser is the address specified by the Purchaser in the appropriate register (Central Register and Information on Economic Activity, National Court Register).
Both parties undertake to promptly inform the other party of any changes to their correspondence addresses in document form. If the aforementioned obligation is not fulfilled, the correspondence sent to the previous address is considered as delivered effectively.
Change of an address does not constitute an amendment to the Agreement.
§ 10
Final provisions
All attachments to the Agreement are integral to the Agreement.
The General Terms are published and available for download online at the address of www.frostx.pl.
The General Terms and their amendments are effective upon publication online at www.frostx.pl from the date specified in the General Terms header and cover legal relations established from said date onwards.
Other matters unregulated by the General Terms and in the content of the Agreement are subject to the provisions of Polish law, specifically those of the Civil Code.
Any disputes potentially arising from the Agreement, failure to fulfil the Agreement, or inadequate performance of the Agreement shall be resolved by the parties arbitrarily, which corresponds to negotiation in good faith not involving a court of arbitration. If an understanding cannot be reached within 30 days after the dispute emerges, the matter shall be resolved by the common court with jurisdiction over the location of FrostX as the court with sole competence.
If the Agreement is drafted in two languages including Polish, in the event of any concerns as to the content of the Agreement, the Polish version is superior.
