GENERAL CONDITIONS OF SALE AND DELIVERY

OF AIKON

Effective from 07.06.2023

I. GENERAL PROVISIONS

1. These general terms and conditions of sale and supply set out the terms and conditions of cooperation between the parties in transactions relating to the sale of AIKON products to any contractor who is an ENTERPRENEUR.

2. The terms and conditions of sale and delivery shall apply in their entirety, unless the parties agree otherwise in a separate written agreement.

3. These Terms and Conditions of Sale and Delivery are available at https://www.aikondistribution.com/terms-and-conditions-of-sale-and-delivery-9

4. These GTCS are an integral part of any offer and order, and the commencement of cooperation in the purchase of the Products shall at the same time constitute acceptance of these terms and conditions.

DEFINITIONS:

1. AIKON - means AIKON DISTRIBUTION Bieg Żmuda Sp. K. with its registered office in Bytom, ul. Łagiewnicka 25, 41-902 Bytom, POLAND, NIP: 6263015025, REGON: 243545582

2. GTCS - means these General Terms and Conditions of Sale and Delivery, regulating the principles of cooperation between the Parties regarding the sale of Products.

3. Entrepreneur - shall mean a natural person, a legal person or an organisational unit not having legal capacity, performing business activity, in particular within the meaning of Article 2 of the Act on Combating Unfair Competition (Journal of Laws 1993 No. 47 item 211). Entrepreneurs are also partners in a civil partnership.

4. Products - PVC windows, aluminium, wood, roller blinds, window sills, external roller shutters, entrance doors, garage doors and others, which are sold by AIKON as part of its business activities.

5. Offer - a proposal for the sale of Products transmitted by a representative of AIKON to the e-mail address indicated by the Customer,

6. Order - means the sending of a scan of the Offer by the Customer to AIKON by e-mail, together with the signature and stamp of the Customer or the legible signature of the Customer.

7. Customer - means the entrepreneur to whom an Offer has been submitted by e-mail.

II. OFFERS

1. Offers prepared by AIKON are price proposals and do not constitute a binding offer for sale - within the meaning of the Civil Code - but only a proposal for placing an Order by a potential Customer. Until an Order is placed, AIKON's Offer is an estimative offer.

2. All offers and price lists are non-binding. The calculation is made on the basis of the price valid on the day of the offer and is one-off. Assurance of price invariability requires special written confirmation. The Product prices indicated by AIKON are net prices.

3. The dimensions of the windows provided by the Customer must be given in millimetres. AIKON shall not be liable for measurements taken by the Customer. The dimensions stated in the offer are production dimensions.

4. Only email or written agreements between the parties are binding.

5. Each quotation is prepared by AIKON on the basis of the data provided by the Customer. Acceptance by AIKON of a solution for a given Product according to the requirements provided by the Customer may not constitute grounds for any claims against AIKON or for the Customer to consider the goods as not conforming to the Order.

6. The basis for the preparation of an Offer is the technical specifications for the windows sent by the Customer. AIKON does not prepare Offers on the basis of technical drawings of buildings.

7. AIKON may adopt its own interpretation of the technical specification when preparing an Offer, and the Customer is obliged to verify it, and this is not the basis for a complaint.

8. The Customer is obliged to provide AIKON with the final delivery address at the stage of preparing the Offer.

9. Before accepting the Offer by the Customer and placing the Order, the Customer is obliged to carefully check the data in the Offer, in particular the Customer is obliged to check: the dimensions of the Products, quantities, colours, opening directions, types of glass, accessories and other elements of the Offer.

10. E-mail acceptance of the Offer is tantamount to confirmation of all data included in the Offer and, at the same time, the Customer, upon acceptance of the Offer, declares that he/she has familiarised himself/herself with the GTCS and accepts them without reservations.

11. Any Offer communicated by a representative of AIKON shall be binding for a period of 14 days and shall cease to be valid after this period, with the exception of Offers individually agreed with the Customer. Modification of the Order prior to the start of the production process of the Product may result in a change to the original lead time, a change to the price of the Order, or may not be possible, or may require AIKON to generate a correction to the Order, which will be subject to re-approval by email by the Customer.

12. The samples and designs of the Products are for illustrative purposes with regard to quality and colours, in particular the structure of Products made of natural materials (wood) may contain knots and deviate from the colours indicated in AIKON Product catalogues. Any differences in this respect shall not constitute grounds for complaint.

13. The Parties undertake to keep the Offer and all its provisions confidential.

III. ORDERS

1. The Customer shall place orders for AIKON Products using the nomenclature used by AIKON.

2. The condition for starting the Order for production is:

a) email acceptance of the final Offer by the Customer by sending a scanned Offer with the signature and stamp of the Customer or a legible signature on the Offer prepared by an AIKON representative,
b) the crediting of 50% of the Order value as advance payment to AIKON's bank account,
c) providing AIKON with the delivery address and invoice details.

3. The estimated completion date of the Order shall be provided by the AIKON representative by e-mail as soon as possible after the start of production. The days and times of unloading indicated by AIKON are approximate and do not constitute grounds for complaints.

4. The status of fulfilment of the Order shall be communicated by email on a regular basis by a representative of AIKON to the Customer's email address indicated in the Offer.

5. The completion date of the Order may be delayed with respect to the estimated date referred to in para. 4 above, if the Order cannot be fulfilled due to production occupancy at suppliers, a shortage of raw material at suppliers, force majeure, epidemics, strikes, fires, emergencies at suppliers, or due to undue hardship on delivery, which the parties deem to be the insolvency or bankruptcy of AIKON's suppliers.

6. Once production of the goods ordered by the Customer as indicated in the Order has commenced, the Order shall not be subject to any changes.

7. Each Customer Order is executed according to the individual specifications provided by the Customer and is therefore non-returnable.

8. The contract between the Customer and AIKON shall be concluded upon the advance payment referred to in part III, item. 3 item b of the GTCS in accordance with the submitted Tender.

9. AIKON shall not be liable for the performance of the Products according to the Customer's instructions, in accordance with the requirements and based on the designs provided by the Customer as to their intended use, purpose, functionality, etc. AIKON shall not be liable for any infringement of copyright or industrial property rights against third parties, and any claims in this respect against AIKON shall be borne by the Customer.

IV. PAYMENTS

1. The Customer shall pay for the Order as follows:

a. 50 % of the value of the Order as an advance payment, based on the email information provided by the AIKON representative,
b. the remaining 50 % of the price specified in the Order, before dispatch of the Products to the Customer. Once the last payment has been credited, the Customer shall be kept informed of the status of the Order and the delivery date.

2. The down payment is non-refundable and shall be forfeited to AIKON in the event that production is started and the Customer cancels the Order, or in the event that the Goods cannot be released due to non-payment of the payment indicated in part IV par. 1 item b of the GTCS.

3. In the title of the transfer, the Customer shall indicate the number of the Offer to which the payment relates.

4. The Purchased Products shall become the property of the Customer as soon as the last payment is credited to AIKON's account (Part IV, item 1 b of the GTCS).

5. In the event that the Customer does not have an active.

 
6. European Union Tax Identification Number (NIP-EU), AIKON shall add VAT at the rate applicable on the date of invoice.

7. The date of payment for the Order shall be the date on which the amount is credited to AIKON's bank account.

8. If the Customer fails to perform any of its obligations arising from the Order for at least 90 days counting from the date of the Order, AIKON shall contact the Customer to clarify the situation.

9. If the Customer is not contacted, AIKON shall be entitled to terminate the Order, to terminate the contract with immediate effect and to keep the ordered goods in stock. In such a situation, the general provisions of the Civil Code shall apply.  

10. Irrespective of the provisions indicated above, in case of damage exceeding the reserved contractual penalties, AIKON shall be entitled to claim supplementary damages.

V. DELIVERY

1. AIKON shall deliver the Products purchased pursuant to the Order to the delivery address indicated by the Customer in the Offer.

2. Confirmation of the delivery date shall be conditional on the final payment for the Order being credited to AIKON's bank account, as indicated in part IV par. 1 item b of the GTCS.

3. The place of unloading shall allow free access by truck and have a yard for unloading. The Customer is obliged to inform AIKON of any obstacles hindering delivery (e.g. narrow streets, traffic bans for trucks, steep driveway, etc.) before accepting the Offer.

4. The purchased Product is delivered on disposable wooden pallets, which remain with the Customer.

5. AIKON does not provide a forklift and a lift for the delivery of the Product.

6. The Customer shall provide on its own the people and equipment necessary for unloading the Products indicated in the Order. The drivers delivering the Products do not unload the goods.

7. If the Customer fails to take delivery of the Products or if the Customer is not present at the indicated delivery address, AIKON shall be entitled to charge the Customer for the costs of the driver's stop or the costs of the driver's return with the Products ordered by the Customer to Poland at rates calculated by AIKON.

8. If the Customer fails to take delivery of the Products within 14 days of being informed of the first delivery date, AIKON shall be entitled to charge the Customer for the storage of the Products at the rate of EUR 15 per rack for each day of storage of the unclaimed Products. After the expiry of 30 days, the provision contained in part IV, item 8 GTCS.

9. The risk of accidental loss of and damage to the Goods shall pass to the Customer at the time of delivery to the carrier from the AIKON warehouse.  The Customer shall be liable for accidental destruction of the goods upon unloading.

10. Proof of delivery shall be the WZ and CMR document issued by AIKON and signed by the Customer.

11. The customer is obliged to check the delivered goods for quantity and mechanical damage upon receipt. Any discrepancies must be reported to the driver in writing and, in particular, recorded on the CMR document.

12. The prerequisite for the acceptance of complaints relating to damage to the Products is that the detected defect is described in detail in the CMR document and that photographs of the damaged item are sent to AIKON by e-mail.

13. Any mechanical damage and visible defects to the Product reported after installation will not be accepted.

14. AIKON shall not be liable for damages relating to expected benefits, lost profit, production losses, loss of market reputation and third parties, i.e. e.g. contractors of the Customer.

15. The time limit for handling complaints for AIKON is 21 days. The handling of the complaint is understood to mean that the Customer has had the opportunity to become acquainted with the resolution of the case by AIKON. The time limit may be extended if the handling of the complaint is due to the complexity of the case or requires additional explanation. In this case, AIKON shall inform the Customer of the extension of the time limit for processing the complaint.

VI. WARRANTIES

1. The detailed scope of the warranty for the Products is defined in the AIKON Warranty Card, which is an integral part of the GTCS. The Warranty Cards will be sent by email by AIKON upon request of the Customer.

2. During the warranty period, AIKON's liability under warranty is excluded.

VII. WITHDRAWAL FROM THE CONTRACT

1. In the event that AIKON is unable to perform the contract in whole or in part, it is entitled to withdraw from the contract within 60 days from the date of receipt of the Order by AIKON, after having informed the Customer. AIKON shall not be liable for any resulting damage.

VIII. FINAL PROVISIONS

1. The Parties shall immediately inform each other of any changes of address. Until notification of a change of address is sent, all letters and deliveries sent to the former address shall be deemed to have been effectively delivered.

2. The law applicable to the settlement of any disputes which may arise between the parties, resulting from the GTCS and the concluded Orders, shall be exclusively Polish law.

3. In matters not regulated herein, the relevant Polish regulations, i.e. in particular the Polish Civil Code, shall apply.

4. The invalidity of any of the provisions of GTCS, e.g. due to changes in generally applicable regulations, shall not render the remaining provisions invalid.

5. Any disputes arising from the application of the GTCS shall be resolved exclusively by the competent court with jurisdiction over the registered office of AIKON, i.e. the Court in Bytom (Poland).

6. AIKON reserves the right to amend the GTCS at any time. Any amendments to the GTCS shall be effective as of the date indicated herein, with the proviso that for Orders submitted by the Customer, the provisions of the GTCS shall be effective as of the date of submission of the Order.