Definitions:

General Sales Conditions (GSD) – this document, the provisions of which shall apply to the commercial cooperation between customers and HOLDBOX.
Seller – HOLDBOX FRĄCZKIEWICZ S.J. located in 96-321 Żabia Wola, Bieniewiec, Katowicka 11 hereinafter HOLDBOX.
The Deal – concerning sales and distribution of products, concluded between the Seller and the Customer, regulates together with this GSC the principles of trade cooperation.
Products – lighting products and electrical products distributed by the Seller.
Offer – current product range of the seller included in the price list of HOLDBOX on website www.holdbox.eu or other official materials, containing a list and description of the products. HOLDBOX’s offer is not an offer within the meaning of Civil Code and has informative character only.

General Provisions:

Deliveries and sales of products done by the Seller to the Customer are subject to the provisions of Polish law, the rules set out in GSC and the Agreement (in case the agreement has been concluded with Customer).
Any provisions different from those contained in the Agreement and GSC and additional arrangements made between the Seller and the Customer must be confirmed in written under pain of nullity. In particular, any acceptation of any “General Conditions of Purchasing” of the Buyer or other terms and documents of a similar nature, e.g. confirmation of order signed by Seller or any other documents claiming to these terms, is excluded.
The rules contained in this GSC shall be deemed accepted when the customer accepts the offer by placing order, or by signing the Agreement.
GSC are available in the Seller’s headquater and submitted to the Client, as an annex to the Agreement. In addition, are available on the website www.holdbox.eu
If the customer remains in permanent trade relations with the Seller shall promptly notify the Seller in written of any change in the address of its registered office or place of residence and address for correspondence. No such notification causes the delivery to the addresses indicated in the order or in the Agreement are considered effective.
Parties exclude the provisions of Title XI of Section II of the Civil Code (warranty for defects).

Offers and prices:

Seller sells and Customer buys products according to the basic list of prices included in the Price List or periodic promotional prices.
Giving discounts from list prices shall be established in the Agreement between the Seller and the Customer or in the Offer prepared by Seller.
Descriptive datas, photographs, weight, wear indicators, sustainability and efficiency placed in the official HOLDBOX’s marketing materials, including website pages www.holdbox.eu and products catalogue are approximate datas and are have informative character only.

Sales and Delivery:

Agreement of sales of the Products shall be concluded between the Seller and the Customer by placement of the order by the Customer by fax, e-mail or in person and confirmation by the Seller in the same way. Orders can be also placed via the website: www.holdbox.eu. The order should include a precise description of products and the quantities of ordered goods and should be signed by a person authorized by place orders on behalf of the Customer.
Conclusion of the agreement is at the moment of confirmation by the Seller the sales and delivery conditions. The agreement does not bind the Seller, if it is not confirmed by the Seller. Seller is not obliged to accept and carry out the order of the Buyer. Seller is not obliged to carry out the order, in case, for reasons beyond Seller’s control – in particular, any problems of the manufacturer – sales of goods is difficult or impossible.
Products ordered by individual Customer’s request is not returnable.
Sales Representatives of the Seller act only within the limits of proxies. Seller shall not be held liable for the actions of representatives of trade beyond the scope of their respective powers of attorney.
The place of service of the Seller and the place of delivery of the Products is the warehouse of the Seller. This rule not apply to situations where, upon Customer’s request, goods are transported via courier (after approval of the transportation costs by Customer prior to delivery), comissioned by HOLDBOX – the place of service in this case is the place of offloading of the products. Buyer agrees to pay the accepted costs of transportation, that will be included in the Invoice issued by the Seller.
All payments by the Customer to the Seller shall be made only to the bank account indicated by HOLDBOX on the Invoice or the agreement (in case the agreement has been concluded with the Customer) and will be free of any money transfer costs or other burdens.
The invoice issued is also the first request for payment.
Any advance-payments or pre-payments paid by the Buyer for the future deliveries will not constitute a deposit within the meaning of the Civil Code.
In case of quantitative claim arising from the damage caused during transportation by courier it is required to place an appropriate endorsement on the bill of lading of the courier company by the Customer and fill out a claim application from of HOLDBOX to indicate the type of damage to the purchased products (e.g. missing or damaged). The customer is obliged to perform thorough checks of each delivery in case the safety indications for transportation will show any signs of damage.The notification of any damages spotted by the Customer must be placed on the bill of lading only upon reception of goods, and must be confirmed by signature of the courier of the company that delivered the goods. In the absence of such annotations goods deemed to be compliant with the quantitative and qualitative, and not subject to any quantitative and qualitative claim. Annotations not confirmed by courier’s signature or created later can not be the basis of a claim to the courier company.
Quality claims, meeting the principles set out in the document entitled “Warranty Conditions”, the Buyer may report within 14 days from the date of detection of defects according to the principles set out in the document entitled “Claim Procedure”. No such notification within the prescribed above period will result in loss of the right to claim by the Customer.
In the case of overdue payments, failure to interest for late payment or exceeding the credit limits by the Buyer execution of subsequent orders may be delayed pending the appropriate payment.
In case buyer is in arrears with payments due on the basis of more than one invoice, the Seller has the right to account any payment made by the Buyer in respect of any invoice in the first place against interest for the delay, then the oldest receivables due. This provision repeals the powers of the debtor referred to in art.451§1 of the Civil Code. At the same time Seller reserves the right to compensation in respect of other receivables and payables in accordance with the provisions of the Civil Code.
In case of exceeding the time limit for payment by the Buyer for the goods delivered, even from one Invoice, HOLDBOX has the right to put in foreclosure payment of all invoices, payment, terms which have not yet passed.

Responsibility of the Parties:

The accuracy and completeness of the data contained in the order or in the documentation provided by the Buyer to the Seller Buyer is responsible.
Buyer is responisible for the applicability and impact of the use of the products supplied by the Seller to the Buyer’s specific designed solutions, even if Seller has been included as an advisor or consultant in the preparation and the final product for the Buyer.
Seller is liable for the opportunity and regulatity of the use of its products in specific solutions and final products of the Buyer, only if it is clearly indicated in the agreement between the parties.
Seller is not liable in case the Buyer does not comply with the clear indications, guidelines and instructions of the Seller.
Seller is not liable to Buyer for any defects in the goods or the products manufactured by the Buyer using the products supplied by the Seller.
Liability of the Seller for any damages is in each case limited to the actual damages.
Buyer is obliged to immediately notify the Seller of any claims for damages which may be connected to a products sold by Seller or product manufactured by the Buyer or a third party acquiring the products sold by the Buyer. Unproper notice – proper notice means: written notice within 14 days from the date the defect is spotted – relieve Seller from liability for damages within the range of reported claims.

Final Provisions:

The matters not covered in these GSC shall apply the Civil Code and the Polish law is applicable.
In the case of invalidity of ceratin of provisions of the GSC as a result of the introduction of different starutory provisions, the remaning provisions shall not lose their validity.
Any provisions contained in these GSC can be expanded and in the agreements concluded between the Seller and the Customer.
HOLDBOX and the Buyer shall endeavor to amicably settle any dispute arising in connection with the service of contracts covered by these terms and conditions. If there is not an amicable settlement of the matter, it is appropriate to settle the dispute will be competent Court in Krakow.