Standard Terms and Conditions of Sale and Delivery

§ 1. Dellnltions
1. For the purposes of these General Terms of Sales and Delivery; and of the Contract, the following terms shall aplly:
• “Purchaser” – entity concluding a Contract with the Supplier
• “Supplier” – WITA Spółka z ograniczoną odpowiedzialnością with its registered office
in Zielonka, ul. Biznesowa 22, Biale Blota, enterd in the Register of Enterpreneurs of the National Court Register kept by the District Court in Bydgoszcz, XIII Economic Department of the NCR, under NCR number (KRS): 0000152871, holding Tax Identiﬁcation Number (NIP):
554- 023-67-95, Statistical Identiﬁcation Number (REGON): 090019133, with share capital of 100.000,00 PLN;
• “Contract” – a framework agreement on cooperation between the Supplier and the Purchaser;
• “Purchase order” – a written order for delivery of pumps, mixing valves and other ﬁttings offered by WITA Sp. z o.o. for the polish market, concluded between the Supplier and the Purchaser;
• “Working day” – all days except Saturdays, Sundays and public holidays in Poland;
• “Goods” – products offerend by the Supplier and purchased by the Purchaser;
• “Price List” – a document constituing an appendix to the Contract, in which the Supplier determines prices of the Goods as well as other charges related to the Contract;
• “Parties” – the Supplier and the Purchaser;
• “Force Majeure” – shall mean and include any circumstances or events beyond the Supplier’s control – both foreseeable and unforeseeable at the time of signing the Contract – as result of which the Supplier is unable to perform its obligations – either as a result of a Force Majeure event or due to the default of the Supplier’s suppliers. In the case that the Force Majeure event continues for a period of three (3) consecutive months (or in the case that the Supplier expects the delay to continue for a period of three (3)
consecutive months), then the Supplier shall be entitled to cancel all or part of the Contract without the liability to the Purchaser.
In particular, they are understod as all extraordinary events of an axternal nature, which are impossible to foresee and which cannot be effectively resisted despite the exercise of the utmost care, such as, in particular: disasters, ﬁres, ﬂoods, and other natural disasters, explosions, terrorists attacks, social unrest, strikes, acts of war, which in part or in whole, prevent the performance of obligations contained in the Contract or which hinder the performance of such obligations under the terms of the Contract.

§ 2. Placing and conﬁrming Orders
1. Orders for the Goods should be placed in writing. The Parties have agreed, that the order for the Goods constitutes a statement submitted by the Purchaser to the Supplier in writing
(including the electronic form via e-mail), constituing an offer for purchase of the Goods, irrevocable for the period of 7 days, specyﬁng the conditions of purchase and delivery of the Goods indicated therein, including: the scope of delivery, the date of the order, the price
of the Goods, the value of the order, the terms of payment, dates and conditions of delivery, including the place of delivery and additional requirements.
2. Within the validity period of the Order for Goods, the Supplier shall acknowledge the received Order for Goods. The Parties have agreed, that conﬁrmation of the Order
for Goods constitutes a statement made by the Supplier to the Purchaser, in writing
(including the electronic form via e-mail), constituing acceptance of the Order for Goods.
3. The Order for Goods or confrmation of the Order for Goods placed electronically via email should be attached as a signed attachment in PDF format.
4. The conlusion of the Contract related to the Order shall take place as of the moment of conﬁrming the Order for Goods by the Supplier within the validity period of the order. Failure to conﬁrm the Order for Goods by the Supplier means, that the order for Goods has not been accepted for execution.
5. Any change in the terms of the Order or supplemention to the Order being the subject of the Contract may be made at any time upon the Parties’ consent.
6. The parties exclude the application of Article 68 (2) of the Civil Code.
7. The Supplier reserves the right to make changes in the construction of the Goods during the performance of the Contract. However, he is not obliged to make such changes in the Goods already delivered.

§ 3. Execution of Orders
1. The place, where the Goods are left at the disposal of the Purchaser is the place indicated in the content of the Order or the Supplier’s warehouse in Zielonka or another place speciﬁed in the Contract.
2. When the Goods will be delivered to the adress indicated in the content of the Order or to another adress of the Purchaser indicated in the Contract, the Supplier should properly prepare the Goods for the transport and transfer them to the carrier choosen by it.
3. The Purchaser is obliged to collect the purchased Goods within 7 days from the date of receipt of notiﬁcation from the Supplier, sent via e -mail, that the Order has been executed. After expiration of the period speciﬁed in the preceeding sentence, the Supplier should store the Goods in the Supplier’s warehouse or in another place selected by it at the expense and risk of the Purchaser.
4. Unless the Parties decide otherwise, for orders over 1.000,00 (one thousand) zloty net worth, transport costs shall be borne by the Supplier. For orders below the above mentioned amount, transport costs shall be borne by the Purchaser and these costs will be added to the VAT invoice related to the Contract.
5. The moment of the delivery of the Goods is:
6. The risk of loss or accidental damage to the Goods shal pass to the Purchaser:
• in the case of collection of the goods in person by the Purchaser – at the moment of collection;
• in other cases – at the moment of delivery of the Goods by a carrier to the Purchaser.
7. Acceptance of the Goods by the Purchaser or its representative shall be conﬁrmed by an acceptance protocol at the moment of delivery of the goods. The Purchaser shall examine the Goods by veryfying the compliance of the delivered Goods with the speciﬁcation written in the Conract at the time of delivery.

§ 4. Prices and payment
1. In cooperation between the Parties prices are detrmined on the basis of the current Price List published on the Supplier’s website at www.wita.pl, specyﬁng the prices of the Goods, the price list validity period and the rules for its updating.
2. New prices do not include deliveries of the Goods previously ordered and conﬁrmed by the Supplier, despite the fact, that their delivery will take place after the new Price List enters into force.
3. Annoucements, advertisements, catalogues and other advertising materials concernig the Goods offered by the Supplier are only for information purposes and do not constitute an offer within the meaning of the Civil Code.
4. The Supplier’s prices are ex-warehouse prices of the Supplier’s warehouse plus appropriate rate of Value Added Tax (VAT), applicable as at the date of written conﬁrmation of the Order by the Supplier.
5. Unless otherwise agreed in writing, prices in the Supplier’s Price List are prices expressed in Polish zloty (PLN) or euro (EUR), and payment to the Supplier shall be made in the currency speciﬁed in the content of the Purchase Order.
6. Unless otherwise agreed, the payment for the Goods delivered to the Purchaser according to the provision § 3 passage 1 of GTSD shall be made within 30 days from the date of the receipt by the Purchaser of a correctly issued VAT invoice.
7. The date of payment shall be the date on which the entire amount due is credited to the Supplier’s bank account indicated on the VAT invoice.
8. Unless otherwise agreed in writing by the Parties, the basic form of payment shall be the transfer to the Supplier’s bank account indicated in the Contract concluded with the Purchaser and on the VAT invoice.
9. In the case of delay in payment of any amount due, resulting from even one VAT invoice, the Supplier reserves the right to recognize all amounts due as immediatelly due, including payments resulting from invoices not yet due. Morevoer, in the case of the Purchaser’s delay in payment of due receivables, the Supplier shall be entitled to credit the payment made by the Purchaser ﬁrst towards statutory interests for late payment and then towards the receiveables most due, regardless of whether the Purchaser indicated, which receivable is being paid.
10. If the Purchaser fails to make full payment or settlement for the purchased Goods in the form and within the time limits speciﬁed in the Contract, the Supplier shall be entitled to suspend execution of the further parts of the Order being the subject of the Contract until the amount due has been settled, without incurring any ﬁnancial liability on this account.
11. The supplier may unilaterally amend the Price List during the validity period of the Contract, which shall not constitute the amendment to the Contract.
12. In case of failure of payment for at least one invoice on time, the Supplier shall be entitled to cancell all discounts granted to the Purchaser in the current calender year. The cancellation of the discount shall be conﬁrmed by a payment request for the amounts due resulting from the difference in the price of the Goods before the discount has been granted compared to the difference in price of the Goods after the discount(s) have been granted.

§ 5. Responsibility
1. The Purchaser is obliged to carefully examine the Goods, in particular in terms of quantity and quality (quantity, material, dimensions) directly upon receipt and to determine any possible shortages or damages to the Goods incurred during transport under pain of loosing the right to claim.
2. Any possible shortages in the ordered Goods, incostistencies of the Goods with the Contract or the picking list as well as mechanical damage to the Goods ascertained by the Purchaser shall be reported in writing on the delivery note or on the copy of the picking list and, addtionally in a separate protocol icluding the name and contact details of the carrier and a full description of the damage, signed by both, the driver and the Purchaser, under the pain of losing any further claims of complaint, which the Purchaser may have. The delivery note and the picking list not containing any remarks as to the quanity and quality of the ordered Goods constitute an evidence of execution of the Contract without any reservations from Purchaser.
3. In the case of determining any qualitative or quantitative defect of the delivered Goods, the Purchaser is obliged to secure the Goods intact, in particluar to refrain from installing the defective Goods until the claim is considered by the Supplier, under pain of losing the right to any claims against Supplier.

§ 6. Complaints
1. The Parties are obliged to cooperate in the exercising the rights of complaints, in particular to ensure acces to the Goods covered by the complaint in order to examine them by the Supplier or a third party appointed by it, in order to determine the validity of the complaint, including to examine whether the Goods complained of have been used in accordance with their intended purpose, in particular in accordance with the information contained in operating, assembly, maintenance instructions and documentation of the Goods, as well as to submit all documents and information necessary for the performance of the services and to enable the implementation of the selected method of redressing the reported complaint.
2. In case of determining any defects of the purchased Goods, which cannot be detected despite careful examination of the item upon receipt, the Purchaser is obliged to notify the Supplier of the defects immediately, however no later than within 7 days of their detection, in case of Goods with opaque packaging.
3. The Purchaser shall notify the Supplier of a ascertained defect in writing, containing a brief description of a defect in the Goods or in their components under pain of nullity. The written notiﬁcation shall contain a brief description of the defect found by the Purchaser, togehter with photographic documentation documenting the goods complained of.
4. In case, it is necessary to conduct a written technical expertise or other appropriate tests conducted by an expert or institute, in order to determine the existence of a defect or its cause, the complaint will be considered after the Supplier receives the expert opinion or tests results of the Goods.
5. Examination of the Goods by the Supplier or a third party appointed by the Supplier should be evidenced by an appropriate protocol. The content of the protocol shall include comments of the Parties concerning the examined Goods.
6. The Supplier’s initial reaction to the claim submitted by the Purchaser shall be made in writing or in an electronic form, at the latest within fourteen days from the date of receipt of the claim. The ﬁnal response to the submitted claims shall be made within 7 (seven) days from the date of recepit by the Supplier of the expert’s opinion or test results of the Goods. Complaints as to the kind and quanity or the delivered Goods will be considered only, if the above defects habe been reported immediately upon receipt of the Goods and the Purchaser fulﬁls all the obligations of diligence, resulting from this paragraph.
7. In case of an unfounded claim, the costs necessary to determine the existence of a defect in the Goods, including in particular the costs of an expert opinion or examination, the costs of transport of the Goods, should be borne by the Purchaser. The above costs can be covered by a separate VAT invoice issued by the Supplier.

8. In case of acknowledging the complaint as justiﬁed the Supplier may, at its discretion, replace the Goods with one defect-free, lower the price of the complained Goods, remove the defects in the applied Goods or grant appropriate compensation up to the net worth of the goods. Performance of any of the above activities exhausts all claims of the Purchaser against the Supplier.
9. Failure to report a complaint in the manner described in the foregoing paragraphs shall result in the loss of all complaint rights of the Purchaser.
10. The Supplier shall not be liable for damage caused by improper use or storage of the goods by the Purchaser, in particulr in situations of:
• inappropriate transport or storage of the Goods by the Purchaser,
• installation, commissioning, operation or maintenance of the Goods not complying with the manufacturer’s instruction
• other damage caused in the Goods not atrributable to the manufacturer
11. Submitting a claim under the guarantee does not release the Purchaser from the obligation of timely payment of price or remuneration to the Seller.
12. The Supplier’s liabillity under warranty for defects in the Goods is hereby excluded.

§ 7. Conﬁdentiality and data protection
1. The Supplier acknowledges, that all technical/production, commercial and ﬁnancial data disclosed to the Purchaser by the Supplier is conﬁdential information. The Purchaser shall not disclose this conﬁdential information to contractors and third parties and shall not use the conﬁdential information for purposes other than those agreed by the Parties in accordance with the terms of the Contract. Upon expiration or termination of the Contract, the Parties shall return immediately and on ﬁrst demand – any materials and information previously provided by the other Party, which are eligible for return. The Parties shall take all necessary measures to prevent disclosure of such material and information where such disclosure is not necessary.
2. The obligation to keep conﬁdental information secret does not apply to information the disclosure of which is required by mandatory provisions of law binding on the Party.
3. For breach of conﬁdentiality by the Customer, the Supplier is entitled to a contractual penalty amounting to 5% of the annual turnover with the Customer. The Supplier shall be entitled to claim the contractual penalty even if it has not suffered any damage as a result of breaching conﬁdentiality.
4. Payment of the contratual penalty does not exclude the possibility of further claims, in particular if the Supplier suffers damage exceeding the amount of the contractual penalty.

§ 8. Force Majeure
1. The Supplier shall not be liable for non-performance or improper perfromance of contractual obligations if:
• the non-performance or improper performance is due to interruptions in the production process of the Goods or
• the non-performance or improper performance is due to a Force Majeure event, as referred to below and /or the provisions of generally applicable low.
2. In case of non-performance of the obligations referred to above, performance of the relevant part(s) of the Contract shall be suspended for the duration of the non-perfromance, whereby the Supplier shall not be liable to the Purchaser for any resulting damage.

§ 9. Applicable low
These GTSD, the Contract and all activities connected with the sale of the Goods should be governed by Polish law.

§ 10. Information clause
1. The administrator of personal data provided by the Purchaser within the scope of the Contract is the Supplier. If within the framework of the Contract personal data of employees or co-workers of the Purchaser have been transferred, the information clause shall also apply to them and should be made available to them by the Purchaser. The data will be processed in accordance with the Directive of the European Parliamaent and the Council of 27 April 2016 on the protection on individuals with regard to the processing of personal data and on the free movement of such data and repealing of the Directive 95/46/EC (hereinafter GPDR, RODO).
2. Personal data provided by the Purchaser will be processed for the purpose of performing the Contract, execution of other performances on the basis of the consent given by the Purchaser, for the purpose of fullﬁlling obligations arising from universally binding regulations incumbent on the Supplier and for the purposes arising from legaly justiﬁed interests realized by the Supplier, in particular for the purpose of performance of the Contract, processing of complaints and determination, investigation and defense of mutual claims- in accordance with Article 6.1 (a), (b), (c) and (f) of GPDR (RODO).
3. The Purchaser’s personal data will be processed for the duration of the Contract or until the expiration of mutual claims arising from the Contract or for the period required by generally applicable low.
4. The recipients of the Purchaser’s personal data will be entities related to the Supplier, providing services for the Supplier and entities cooperating with the Supplier.
5. Personal data collected from Purchaser will not be transferred to affiliates of the Supplier outside the European Union or the European Economic Area. If it becomes necessary to transfer Purchaser’s personal data to other entities, the Supplier will ensure that special safeguards in the form of model clauses are in place and will ensure, that an adequate level of data protection is applied to protect the data.
6. The Purchaser has the right to acces the content of his data and the right to rectify, erase, limit processing of its data portability, the right to object, the right to withdraw consent
at any time without affecting the legality of the processing, which was carried out on the basis of consent before its withdrawal.
7. The Purchaser has the right to lodge a complaint to the supervisory authority in the case that it considers, that the processing of personal data of Purchaser violates the provisions of GPDR (RODO) or other provisions specyﬁng the manner of processing and protection of personal data.
8. Providing personal data by the Purchaser is voluntary and results from the conluded Contract and the conducted economic cooperation, and the consequence of failing to provide data may be partial or complete inability to perform the Contract by the Supplier. The personal data provided by the Purchaser may be used to make decisions in an automated manner on the basis of personal data processed with the performance of the Contract by the Supplier, as a consequence of such processing, it wil be possible to determine the Purchaser’s personal preferences and behaviour on the basis of personal data and the history of the Purchaser’s business relationship with the Supplier.The proﬁling will be used for the purpose of preparing and presenting to the Purchaser an individually tailored marketing offer.

9. The Purchaser may contact the Supplier’s Data Protection Officer by sending a message to the
e- mail address: biuro@wita.pl or by sending a letter to the address: WITA Spółka z ograniczoną odpowiedzialnością, ul. Biznesowa 22, 86-005 Zielonka.
10. Additional information on the processing of personal data of the Purchaser in connection with the implementation of GPDR (RODO) is available in the Privacy Policy available on
http://wita.pl/ogolne-warunki-handlowe. In case of any questions please contact the Supplier’s Customer Service Office: biuro@wita.pl

§ 11. Export of Goods
1. The Goods marked with the trademarks of the Supplier and exported by the Purchaser outside the borders of Republic of Poland cannot be marked with the trademarks of the Purchaser, its labels, emblems or in any other way indicate the connection of the Purchaser with the Goods. In the case if the Purchaser has infringed the above prohibition, the Supplier may request from the Purchaser to pay a contractual penalty in the amount of 100% of the net price of the Goods, which have infringed the prohibition. The payment of contractual penalty shall be made within 7 days from the date of receiving a written payment reminder by the Purchaser to the account of the Delivery indicated in the content of the reminder.
2. In case of breach of prohibition described in § 10.1 the net worth net worth of the Goods shall be determined according to the net worth in force at the time of conﬁrmation by the Supplier of the order placed by the Purchaser for this contract.

§ 12. Amendments to GTSD
1. The supplier may unilaterally amend the GTSD during the validity period of the Contract, which shall not constitute an amendment to the Contract.
2. Amendments to the GTSD will be posted on the Supplier’s website at: http://www.wita.pl/ogolne-warunki-handlowe (in the form of an up-to-date consolidated text), the Purchaser shall be informed about it each time via e-mail.
3. The Supplier may make unilateral changes referred to § 7. 1 in the form of a notice sent by e-mail. The supplier shall indicate in the notiﬁcation when the introduced changes become effective.
4. If the Purchaser does not accept the changes to the GTSD, it should terminate the Contract by notice within 14 days from the date of posting information about the amendments to these GTSD. Failure to termination of the Contract by the Purchaser shall be deemed as acceptance of the current content of GTSD.

§ 13. Electronic invoices
1. The Purchaser hereby accepts the issue and transmission of VAT invoices in electronic form in PDF format via e-mail. These invoices will be treated as originals.
2. The Purchaser hereby accepts that duplicates and corrections of the VAT invoices will be sent in electronic form in PDF format, from the address: ksiegowosc@wita.pl, secured with an electronic signature, veriﬁed by means of a non-qualiﬁed certiﬁcate, to the e-mail address of the Purchaser indicated in the Contract or a separate agreement of the Parties or a written Order. The duplicates and corrections of VAT invoices transmitted in this manner shall be treated as originals.
3. In the case, that formal and technical obstacles prevent issuing and sending invoices, duplicates or corrections in electronic form in the manner speciﬁed above, than invoices shall be sent by electronic mail on terms separately agreed upon by the Supplier and Purchaser or in paper form.

§ 14. Final Provisions
1. The Supplier reserves all proprietary rights, copyrights and other rights to documents related to the Goods (e.g. photographs, drawings, descriptions). They may be made available to third parties only if they are expressly intended for onword transmission; in all other cases with the knowledge and prior consent of the Supplier.
2. All disputes or differences of opinion in connection with these GTSD and the Contract shall be resolved before a competent common court for the seat of the Supplier.
3. The Purchaser irrevocably and unconditionally authorises the Supplier to make, after prior notiﬁcation to the Purchaser and regardless of the date of debts maturity towards the Supplier, a deduction of the Purchaser’s claims towards the Supplier with the Supplier’s claims towards the Purchaser under the Contract.
4. The Supplier may assign its rights and obligations under GTSD and the Contract without the consent of the Purchaser.
5. The Supplier, in order to secure the receivables due to it from the Purchaser, may insure them in the company specializing in insuring receivables. The Purchaser is then obliged to undergo the veriﬁcation procedure of the Insurer.
6. The transfer of rights and obligations resulting from the Contract by the Purchaser to a third party requires a prior consent of the Supplier expressed in writing, under pain of nullity. The Supplier, when consenting to transfer the rights and obligations under the Contract to a third party, may make its consent subject to fulﬁlment of certain conditions by the Purchaser making the transfer.
7. The Purchaser declares, that he will meet and implement all the provisions relating to health and safety at work, transport of hazardous materials, health of employees, protection of the environment and other entities or things, that may be exposed in connection with the implementation of the Contract.
8. If particular provisions of the GTSD were not applicable to the Purchaser, this shall not affect the validity of the remaining provisions of the GTSD.
9. The Purchaser shall be obliged to inform the Supplier in writing under pain of nullity about all changes, that may hinder the performance of the provisions of the Contract/GTSD, in particular about changes of its address data.
10. GTSD shall become binding for the Parties of the Contract upon its conclusion, subject to the regulations contained in § 12 of GTSD.

Terms of payment:

Within 8 days of the invoice date less a 3% discount, or within 30 days of the invoice date without any deduction.

Terms of delivery within Germany: ex works, above € 500 franco domicile.

Terms of delivery abroad: invoice amounts up to € 500 net ex works, above € 500 free to German border.

Standard Terms and Conditions of Sale and Delivery

Contact Us!