§ 1. General provisions

1. These General Terms and Conditions of Sale and Delivery of Goods (hereinafter referred to as the “GTC”) shall apply to contracts for the sale and delivery concluded by ZIR – W. Sylwestrzak i spółka – sp.j. with its registered office in Bytom, ul. Przemysłowa 7, entered in the Register of Entrepreneurs of the National Court Register under number KRS 0000100263, kept by the District Court in Katowice, 8th Commercial Division of the National Court Register, NIP 6262508300 (hereinafter referred to as “ZIR”) with regard to the goods offered by ZIR.
2. The GTC shall apply to Entrepreneurs within the meaning of Article 4 of the Act of 6 March 2018 – Entrepreneurs Law (Journal of Laws of 2018, item 650).
3. The GTC shall constitute an integral part of all contracts for the sale and delivery of goods concluded by ZIR, unless ZIR and the Buyer agree otherwise in writing. The Parties shall exclude the possibility of using any model contact other that these GTC, in particular, ZIR shall not accept any model contracts of the Buyer which the Buyer approves. The provisions of the order and specific terms and conditions agreed in writing with ZIR shall take precedence over the provisions of these GTC.
4. The GTC shall be provided to the Buyers in writing at the registered office of ZIR, and shall be posted in electronic version on the website www.grupazir.pl.
5. The GTC shall be attached to each contract/order, and the conclusion of a contract or placing an order shall be tantamount to accepting the GTC, unless the contract provides otherwise.

§ 2. Offers and orders

1. Information regarding the goods sold by ZIR (hereinafter referred to as the “Products”) presented in catalogues, folders, brochures, price lists, etc., and posted on the ZIR website, shall serve advertising purposes only and shall not constitute an offer within the meaning of the Civil Code. ZIR may refuse to accept an order at the prices stated in the price list provided, in particular if there is a substantial interval between sending the price list and placing the order, and if there are price fluctuations affecting raw materials used in the manufacturing process.
2. Any assurances, warranties, promises and amendments to a sales contract made verbally by ZIR employees in connection with concluding a sales contract or submitting an offer shall not be binding on ZIR.
3. If the offer does not provide otherwise, it shall be valid for 14 days (unless other period of validity stems directly from the content of the offer).
4. Offers with a value exceeding the net amount of PLN 100,000 shall be valid only if signed by a person authorized to represent ZIR, in accordance with the current extract from the National Court Register (KRS).
5. Any offer-related documents, in particular illustrations, drawings and dimension details, shall be approximate and non-binding, and shall not be treated as technical documentation. Drawings and offer-related documents shall be the sole property of ZIR and shall not be provided to third parties without the written consent of ZIR, unless otherwise provided in the contract. These documents should be immediately returned to ZIR or erased by the Buyer if the Buyer has not placed an order.
6. The Buyer shall accept the offer by placing an order. The Buyer shall place orders by electronic means.
7. The order should be placed by the Buyer within the validity period of the sales offer of ZIR.
8. The order should contain the following elements and the name of the entity, full address of the party placing the order, description of the goods ordered with reference to the trade name, previously delivered goods, in accordance with the codification or designation provided by ZIR, place and terms of delivery of the goods, tax identification number (NIP). If the order refers to a previously presented offer, it shall be necessary to state the number of the offer in the order. If there is no reference to the offer number, ZIR shall not be liable for any price inconsistencies in the VAT invoice, unavailability of the Product or inconsistencies in special Product parameters specified in the original order.
9. The Parties shall conclude the contract, on the terms provided for in the commercial offer or order when ZIR accepts the order placed by the Buyer by electronic means. Confirmation of the order shall be delivered to the Buyer in electronic form to the electronic address from which the order has been sent.
10. The Buyer shall be permitted to cancel an order only in exceptional situations, once the Buyer has agreed in writing on the terms of cancellation with ZIR. ZIR shall reserve the right to charge the Buyer with actual costs incurred until the time of cancellation – not greater than the order value.

§ 3. Payments

1. The price for the Product that is the subject of the sales contract shall be specified each time in the offer or sales contract.
2. The Buyer shall be required to pay the price within the period specified in the VAT invoice issued by ZIR, unless a different period stems from the offer or the provisions of the sales contract.
3. The period and form of payment shall be agreed for each Buyer individually.
4. Amounts due shall be paid in the form of a transfer to the bank account stated by ZIR in the VAT invoice or in another form, as agreed in the offer of the sales contract.
5. The payment shall be considered completed when the bank account of ZIR has been credited with the funds.
6. Any advance payments of prepayments made by the Buyer on account of future deliveries shall not constitute a deposit (zadatek) within the meaning of the Civil Code.
7. ZIR shall reserve the right to unilaterally increase the price if any objective circumstances arise after concluding the contract, beyond the control of ZIR, that justify an increase in the price of the Product, such as changes in the rates of value added tax, etc.
8. The prices stated by ZIR shall be net prices and value added tax shall be added to them at an applicable rate and as required by applicable law.

9. The prices stated by ZIR shall not include any customs fees or other financial charges imposed on the Product, according to the law applicable to the registered office of the Buyer.
10. Failure to pay the amounts due within the period stated in the invoice shall authorize ZIR do suspend deliveries of the Product and put on hold the orders accepted.
11. ZIR shall have the right to make the completion of the order conditional on providing a guarantee for payment or making a prepayment for the goods ordered, in particular ZIR may make the completion of a new order, placed by a Buyer who is in arrears with payments or pays invoices late, conditional on the payment of an advance payment for the Buyer’s new order.
12. If there is a delay in payment of the price, ZIR shall have the right to charge interest for delay, even if ZIR has not suffered any damage and even if the delay has resulted from circumstances for which the Buyer is not responsible. ZIR shall be entitled to interest for delay at a statutory rate, unless other interest rate is stipulated in the contract. The obligation to pay interest shall not exclude the claim for compensation for damage on general terms.
13. Filing a complaint shall not release the Buyer from the obligation to make payment for the Products within the agreed period.
14. If the Parties agree that payments for the goods are to be made in instalments, delay in payment of any of the instalments shall automatically result in the remaining portion of the amount due becoming immediately payable.

§4. Delivery and transport of Products

1. The orders shall be delivered by ZIR to the place agreed by the Parties. If the Buyer has not indicated another place for unloading, this place shall be presumably the Buyer’s registered office or warehouse.
2. The date of sale and delivery that is binding on both Parties shall be the date indicated by ZIR in the written confirmation of the order. If the date is not clearly indicated in the confirmation of the order made by ZIR, this means that the date is treated by the Parties as an approximate one.
3. Any changes to the order submitted in electronic form shall be made within 3 days from the date of the original order, otherwise ZIR shall not take them into account.
4. Failure by the Buyer to perform the activities requested by ZIR in order to complete the sale and delivery, and in particular failure by the Buyer to provide the documents requested by ZIR and failure by the Buyer to pay the advance payment within a specified period, shall result in the suspension of contractual periods for ZIR until the Buyer performs specific activities or until ZIR withdraws from the contract. In each case, ZIR shall have the right to demand that the damage resulting from the Buyer’s delay be rectified.
5. The period for sale and delivery shall be met by ZIR if the shipment with the goods left the ZIR warehouse before the expiry of the agreed period for delivery, or readiness for shipment was reported on the last day of that period, at the latest.
6. If the shipment or receipt of the goods is delayed for reasons attributable to the Buyer, the notification of readiness for shipment or receipt of the goods sent by ZIR before the expiry of the agreed period for delivery shall mean that ZIR met the period for delivery agreed between the Parties.
7. Transport to the place of delivery of the goods shall be organized by ZIR at the Buyer’s expense, unless specific arrangements provide otherwise.
8. Upon release of the goods to the carrier, the benefits and burdens related to the goods and the risk of loss of or damage to such goods shall pass on to the Buyer. ZIR shall be liable for delay in delivery of the goods only if this is the sole fault of ZIR and only up to the value of the undelivered part of the order.
9. If the Buyer collects the goods using their own means of transport, the benefits and burdens related to the goods and the risk of accidental loss of or damage to the goods shall pass on to the Buyer when the goods are released to the Buyer at the ZIR warehouse. The person collecting the goods on behalf of the Buyer shall have a written authorization issued by a person authorized to represent the Buyer.
10. The risk of loss of or damage to the goods shall pass on to the Buyer also if the goods have not been collected by the Buyer at the agreed time and place, also if the place of release of the goods is the ZIR warehouse. In such a situation, the risk of loss of or damage to the goods shall pass on to the Buyer on the day following the last day on which the Buyer was required to collect the goods purchased.
11. The person collecting the goods on behalf of the Buyer shall be required to check and confirm with their legible signature affixed on the delivery document (consignment note, delivery note (WZ) – shipping specification, invoice) that the goods comply with the order in terms of quantity and quality at the time of their receipt.
12. If, upon receipt of the goods from the carrier, the Buyer finds a difference between the goods actually delivered and the goods specified in the transport documents or damage to the goods, the Buyer should immediately note their objections in a copy of the carrier’s consignment note or the specification of the goods. These activities are intended to determine the rules and scope of the carrier’s liability, if any. Failure by the Buyer to fulfil the above obligations shall be tantamount to the Buyer’s waiver of their guarantee rights – in the event of damage to the goods; the Buyer’s consent to amend the contract concluded in the part related to the designation of its subject and price – in the event of differences between the goods delivered or their quantity and those entered in the consignment note or specification.
13. If any defect is detected in terms of quality or quantity after receiving the delivery, the Buyer shall be required to keep the goods intact, in particular the Buyer shall have no right to use the questioned goods until the complaint is processed by ZIR, otherwise the Buyer shall forfeit the right to pursue any claims against ZIR.
14. ZIR shall not be liable if the delivery of goods is prevented or delayed for reasons beyond its control, in particular if it has been caused by force majeure, which means, among others, random events, war, strike, government orders (including trade embargoes) – also if these reasons occurred on the side of the ZIR supplier. In the event of force majeure or any other events which impede the shipment, the period for delivery shall be postponed accordingly. ZIR shall be required to notify the Buyer of the reasons for delay or inability to complete the delivery, unless the circumstances prevent the Buyer from sending such a notification. If the period of delay exceeds 60 days, either Party shall have the right to withdraw from the contract without the right to seek any compensation for damages. If the contract provided for releasing the goods in several parts, a potential withdrawal from the contract shall apply solely to the delayed part of the performance, but shall not apply to any performance scheduled at a later date.
15. ZIR shall not accept any returns of the goods delivered in accordance with the contract.
16. It shall not be permitted to opt out of the order once the contract has been concluded. If the Buyer refuses to accept the goods or the Buyer makes a statement to the effect that the Buyer opts out of accepting the goods, the date of the Buyer’s refusal to accept the goods or the date when the Buyer is notified of the goods being ready for collection shall be considered the date of release of the goods. In such case, the Buyer shall authorize ZIR to make a statement on acceptance of the goods by the Buyer.
17. If the Buyer fails to collect the goods within one month, the Buyer shall agree for ZIR to dispose of the goods at the Buyer’s expense.

§ 5. Retention of the title to the goods sold

1. ZIR shall retain the title to the goods released until the Buyer pays the full price. The retention of the title shall not modify the provisions of the GTC referring to the passage of risk and collection of the goods.
2. If third parties report to the Buyer any claims related to the goods owned by ZIR, the Buyer shall be required to immediately notify ZIR and take any measures necessary to protect the rights of ZIR. If the Buyer neglects this obligation, the Buyer shall be liable for damages to ZIR.
3. In order to enable identification of the goods, the Buyer shall agree not to remove any characteristic labelling of the goods. Resale or any transformation of the goods, subject to retention of the title, shall be prohibited.
4. If the Buyer sells, transforms or refuses to release to ZIR the goods, subject to retention of the title, the Buyer shall be required to pay ZIR a contractual penalty at 200% of the value of the goods, which the Buyer accepts.
5. The Buyer shall be required to keep the goods, subject to retention of the title, in a non-deteriorated condition which means, in particular, the obligation to properly store the goods and carry out maintenance work as per technical requirements.
6. If the Buyer is in arrears with the payment of the price for the goods purchased, the Buyer shall be required to immediately and unconditionally release to ZIR, at the request of ZIR, all the goods delivered. Unless the Parties agree otherwise, requesting the release of and collecting the goods by ZIR shall not result in withdrawing from the contract by ZIR, but shall only secure the fulfilment by the Buyer of the obligations to ZIR. The costs of delivery of the goods to ZIR and their storage at the ZIR warehouse shall be paid by the Buyer.

§ 6. Statutory warranty and guarantee

1. The Buyer shall be required to check the goods delivered for their conformity at the time of receipt and notify ZIR in writing via electronic mail of any defects found within a period of up to 3 business days from the date of receipt (a complaint). The goods collected by the Buyer without any reservations shall be considered to be goods without visible defects. If the goods have been delivered in any outside packaging, defects in the goods or quantity shortages should be reported to ZIR immediately after opening the packaging, no later than within 3 business days from the date of receipt.
2. For any Buyers who are not consumers within the meaning of applicable law, the Seller shall hereby exclude statutory warranty for defects in Products.
3. ZIR may grant a guarantee for the goods sold, provided that such goods are used as intended and in accordance with the terms of operation specified by ZIR. The Seller shall grant the guarantee on a voluntary basis.
4. The Buyer shall be authorized to exercise the right under the guarantee solely on the terms specified by ZIR.
5. The guarantee shall cover solely defects caused by inherent properties of the Product sold.
6. The guarantee shall not cover any defects in the subject if the guarantee not caused by ZIR, in particular: a. mechanical and thermal damage to the subject of the guarantee and any modifications; b. mechanical, thermal and chemical damage to the subject of the guarantee occurring during operation; degradation caused, among others, by weather conditions and etc.; incorrect unpacking; c. damage resulting from random events; factors recognizable as force majeure (fire, flood, lightning, etc.) and vandalism; d. damage caused by incorrect installation, maintenance, storage, transport, handling and unloading of goods; e. damage caused by improper use of goods and devices or storage of goods and devices by the Buyer and resulting from manufacturing and design errors of third parties.
7. The guarantee shall not cover any items subject to normal tear and wear or parts and consumables in accordance with the properties or intended use of the goods.

8. The Buyer shall forfeit their rights under the guarantee for the goods if any of the following is found: a. any modification in or tampering with the goods or any attempts to repair them by unauthorized persons; b. non-compliance with the User Manual, Guarantee Terms and Conditions or Assembly Instruction for the ZIR goods; c. damage to the goods caused by using improper consumables, damage resulting from their repair by unauthorized persons.
9. In order for the complaint to be accepted for processing by ZIR, the Buyer shall be required to file a complaint in writing or via e-mail to the following address: sprzedaz@zir.com.pl or in English to sales@zir.com.pl., in accordance with the Complaint Form attached as Appendix 1 to these GTC, and to deliver the faulty goods in person or via a carrier at the Buyer’s expense to the registered office of ZIR, within the period agreed by the Parties.
10. ZIR shall have the right to conduct an on-site inspection in the presence of the Buyer’s representative at the place of installation of the faulty goods if ZIR deems it necessary to process the guarantee claim. ZIR shall have the right to refuse to recognize the guarantee claim if ZIR is prevented from conducting an on-site inspection at the place of installation of the goods. If the Buyer’s representative is not present during the on-site inspection, an employee of ZIR shall make photos and shall draw up and sign unilaterally a report to document this activity.
11. The guarantee shall be limited to free repair of the goods, delivery of spare parts, and replacement of the faulty goods with new ones or with other goods with the same technical parameters.
12. ZIR shall not be liable for any damage incurred by the Buyer as a result of failure or malfunction of the goods during the guarantee period and after the expiry of the guarantee period.
13. The above-mentioned guarantee shall not cover lost profits attributable to Product defects or compensation for damages occurred outside the Product.
14. The period for processing the Buyer’s guarantee claim shall be 14 business days from the date of filing a complete complaint in accordance with section 14 above or conducting an on-site inspection by ZIR. If the involvement of the manufacturer of the goods concerned is necessary to process the complaint, in particular resulting from the need to send the goods to the manufacturer, the period for processing the Buyer’s guarantee claim shall be extended by the time necessary to examine the goods sold. In such case, the Buyer shall be individually notified about the period for processing the complaint.
15. If a complaint regarding a defect in the goods is found well-grounded, ZIR may, at its own discretion: remedy the defect or replace the goods with new ones, free from defects, or agree with the Buyer on a different form of compensation, as appropriate.
16. If the complaint is resolved in the above-mentioned manner, the Buyer shall not be able to seek further compensation and pursue other claims.
17. The Buyer shall not be authorized to remedy any defects by themselves or have them remedied by third parties, unless ZIR consents to the above, otherwise the Buyer shall forfeit their guarantee rights. ZIR shall give the above-mentioned consent in writing otherwise null and void.
18. The liability of ZIR for damages caused by defects in the goods shall be limited to the actual loss that occurred in the goods themselves, and any other liability, i.e. other direct or indirect damage and loss, including liability for lost profits and downtime costs, shall be excluded.

§ 7. Liability

1. ZIR shall be liable for non-performance or negligent performance of the contract but this liability shall be limited to actual damage, excluding lost profits.
2. Similarly, ZIR shall not be liable for any damage resulting from improper selection of Products, their use that is improper or inconsistent with the intended use or the operation and maintenance manual, and any damage the occurrence or extent of which was affected by the condition and properties of the infrastructure within which the Products are to be operated, including in particular the infrastructural elements with which the Products are to be connected.
3. In each case, the liability of ZIR for any damage not covered by the exclusion shall be limited to the actual loss incurred by the Buyer, not exceeding 100% of the net order value, but this limitation shall not apply to damage caused by wilful misconduct.
4. If the Parties have agreed in writing on the delivery of Products or materials that do not meet Polish Standards or other technical or safety standards, ZIR shall not be liable for any resulting damage.
5. The Buyer shall be liable for the possibilities and consequences of using the Products provided by ZIR in specific structural solutions of the Buyer, even if ZIR was involved as an advisor or consultant in the preparation of the structure and the Buyer’s final product.
6. ZIR shall not be liable to the Buyer for defects in the goods manufactured by the Buyer with the use of the Products delivered by ZIR.

§ 8. Force majeure

1. The performance of the contract and the order shall be suspended for the duration of force majeure.
2. Force majeure shall include natural disasters, industrial accidents, riots, mobilization, war, strike, disruption of railway, air, water and road transport if it can be proven that they affect production, shipment and service.
3. The Party affected by force majeure should notify the other Party to the contract within 7 days, by telephone or in writing, of the occurrence of force majeure and the new date of performance of the contract once the effects of force majeure have been remedied.
4. If one of the Parties to the contract is unable to fulfil its contractual obligations, as a result of force majeure, within 6 months or within another agreed period, the other Party shall have the right to terminate the contract immediately by registered letter or courier mail.
5. As a result of the termination of the contract in the above-mentioned manner, the right to pursue claims for delay and non-performance of the contract shall be eliminated but the scope of the contract that was completed until that time should be settled immediately, no later than within 14 days from cessation of force majeure.
6. As a result of the suspension of the performance of the contract in this manner, the right to pursue claims for delay and non-performance of the contract shall be excluded, and the Parties shall not be liable for non-performance of the contract or the order, in whole or in part.

§ 9. Processing and protection of personal data

1. Following the entry into force of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (GDPR), the following personal data protection rules shall apply.
2. The controller of the personal data disclosed shall be info@zir.com.pl. In matters related to the processing of personal data please send an e-mail to: info@zir.com.pl.
3. Personal data shall be processed for the following purposes: a. if a (sales, delivery, mandate, etc.) contract is concluded, personal data shall be processed to implement the provisions of the contract – pursuant to Article 6(1)(b) and Article 6(1)(f) of the GDPR; b. in order to pursue legitimate interests in the form of: pursuing claims related to the business activities conducted by ZIR, sending commercial information and direct marketing of our products and services (unless you object or have objected to such activities) – pursuant to Art. 6(1)(f); c. in order to fulfil legal and tax obligations – pursuant to Article 6(1)
4. Generally, disclosure of personal data is voluntary but failure to disclosure such data may result in inability to establish contact or complete the commissioned tasks.
5. Personal data may be provided to the following entities: persons employed at ZIR, accounting service providers, software vendors, entities providing legal or debt collection services, couriers, insurers.
6. Personal data shall be processed for the period necessary to provide the services, and thereafter until the expiry of the limitation period for any mutual claims or until the expiry of the limitation period for tax liabilities.
7. The Buyers shall have the right to access and rectify their data, and to request that their data be deleted or the processing of their personal data be limited in the cases referred to in Articles 17 and 18 of the GDPR. In cases where personal data are processed to pursue the legitimate interest of ZIR, the Buyers shall have the right to object to their processing: in each case where the data are processed for direct marketing purposes, and in other cases due to a special situation.
8. The Buyers shall have the right to lodge a complaint with the President of the Office for Personal Data Protection if they believe that the processing of personal data is contrary to the law.

§ 10. Miscellaneous

1. The Buyer shall not be entitled to submit a statement of set-off to ZIR under Articles 498–505 of the Civil Code.
2. The transfer of rights to any claims arising out of the contracts concluded between ZIR and the Buyer under these GTC to third parties shall require the prior written consent of ZIR otherwise null and void.
3. These GTC and any sales transactions concluded on their basis shall be governed by Polish law.
4. Any disputes between the parties shall be resolved in accordance with the provisions of Polish law, excluding the Vienna Convention on Contracts for the International Sale of Goods signed in Vienna on 11 April 1980.
5. The court having jurisdiction over the registered office of ZIR shall be competent to resolve any disputes related to the application of these GTC.
6. Invalidity or ineffectiveness of any provisions of these GTC shall not affect the validity or effectiveness of the remaining provisions.
7. All amendments to these GTC shall be in writing otherwise null and void. ZIR may amend the GTC at any time. ZIR shall notify the Buyer by publication on the ZIR website: https://grupazir.pl. Amendments shall not include the performance of orders placed before such amendments enter into effect.
8. If these GTC have also been formulated in any language other than Polish, the Polish version of the GTC shall apply in the event of a dispute.
9. In matters subject to trade secrets, the Buyer shall not transfer to third parties any knowledge or information obtained as a result of business contacts with ZIR without the consent of ZIR.
10. During the term of the contract and after the expiration thereof, the Buyer shall not disseminate, disclose or use any information that does not constitute a business secret of ZIR, but the dissemination, disclosure or use of which could in any way damage the reputation or otherwise cause harm to ZIR.

11. These GTC shall enter into effect as of 1 January 2023.