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GENERAL TERMS OF SALE


Edit No. 3 dated October 5, 2020.

I. Definitions

Bilberry – Bilberry limited liability company based in Łódź.

Buyer – a natural person, legal entity, and organizational unit without legal personality, with whom Bilberry has concluded or intends to conclude a Contract.

Website – the Bilberry website at www.bilberry.pl.

OWS – these are the General Terms and Conditions of Sale for Bilberry.

Force majeure – external events that are inevitable, extraordinary, and impossible to predict, including natural disasters (floods, earthquakes, lightning strikes, severe storms, hurricanes, heavy snowfall), acts of authority, strikes, acts of war, riots, rebellions, civil wars, acts of piracy, acts of public authority that prevent the fulfillment of contracts related to epidemics, pandemics, including in particular lockdowns.

General Warranty Conditions – warranty conditions for the subject of the Agreement, posted on the Website and provided to the Buyer.

Agreement – an agreement concluded between Bilberry and the Buyer.

II. General Provisions

  1. These General Terms and Conditions of Sale are an integral part of the agreements made between Bilberry and the Buyer. The GTC also fully apply to delivery agreements and service contracts executed by Bilberry on behalf of the Buyer.
  2. If the provisions of the OWS are in conflict with the provisions of the Agreement, the text of the Agreement shall take precedence.
  3. All services provided by Bilberry are subject to the following terms, which constitute an integral part of all agreements between the Buyer and Bilberry. Any additional or divergent arrangements contained in any document issued by the Buyer shall have no binding effect unless accepted by Bilberry in writing under the penalty of nullity.
  4. OWS bind the Buyer from the moment:
    1. the signing of the Agreement by him, or
    2. the submission of a written order by him accepted by Bilberry.
  5. The current edition of the General Terms and Conditions of Sale for Bilberry is available on the website at: https://www.Bilberry.pl/. Bilberry reserves the right to change the GTC, and the Buyer is bound by the edition of the GTC that is current on the date specified in section 3 for the given transaction.
  6. Bilberry and the Buyer are hereinafter collectively referred to as the Parties.

III. Orders and Agreement

  1. By the Agreement, the Parties understand:
    1. Order placed by the Buyer and confirmed by Bilberry,
    2. The offer submitted by Bilberry and accepted by the Buyer,
    3. A mutually signed agreement.
  2. Orders may be placed by the Buyer in writing, by phone, or via email directed to the address specified on the website.
  3. The order placed by the Buyer does not bind Bilberry until the deposit is paid. The deposit amounts to 50% of the gross amount (23% VAT) of the order.
  4. Any changes and proposals from the Buyer, included in the order document, that differ from those specified in these General Terms and Conditions, shall not bind Bilberry, unless they have been accepted and confirmed by Bilberry in writing or via email.
  5. Submitted Orders that are not accepted for execution do not constitute a basis for any financial claims against Bilberry. Bilberry's lack of response to the order submitted by the Buyer cannot be considered as acceptance of the order for execution. The scope of each Order is defined in the Agreement made between the Parties. In the event of discrepancies between the content of the Agreement and the GTC, the provisions of the Agreement shall apply.

IV. Rights Arising from Documentation

  1. Information regarding Bilberry products, found in offer documents, letters, catalogs, brochures, and other documents used by Bilberry in its business activities, as well as those posted on the website, is for informational and approximate purposes, except in cases where it is explicitly stated that the data is categorical. Discrepancies between the data provided in public materials and the actual state of affairs are permissible, with Bilberry making every effort to ensure that they do not exceed 5%.
  2. The documentation delivered together with the product does not result in the transfer of any intellectual property rights belonging to Bilberry to the Buyer.
  3. The remaining documents that are part of the offer remain the property of Bilberry and must be returned upon explicit request, including all copies of them.
  4. In the event that Bilberry provides technical documentation to the Buyer, the Buyer is obliged to properly secure it against unauthorized access by third parties, as well as to refrain from disclosing it to any third party.

V. Price Determination

  1. The prices listed in the offers and agreements, including the Agreement, are stated in Polish zlotys, except in cases where the Buyer and Bilberry decide otherwise.
  2. Taxes and other public law obligations related to the execution of the Agreement shall be covered by the Buyer, in accordance with applicable regulations.

VI. Liability for Unforeseen Events

  1. Bilberry is not liable to the Buyer for events caused by the actions or omissions of Bilberry's suppliers, whose participation is necessary for the execution of the subject of the Agreement. In such cases, Bilberry will inform the Buyer of the inability to fulfill the order in accordance with the Agreement or of a postponement of the order fulfillment date. In the event of an inability to fulfill the order, Bilberry is released from liability to the Buyer, and the Buyer is not obligated to fulfill any financial obligation to Bilberry.
  2. Neither Party shall be liable for any delay or non-performance of the contract to the extent that it is caused by force majeure.
  3. If an event caused by force majeure lasts longer than 14 days, Bilberry is entitled to terminate the contract in its entirety or withdraw from its performance in the unperformed part. In such a case, Bilberry is released from liability to the Buyer, and the Buyer is not obligated to fulfill the financial obligation to Bilberry.

VII. Delivery costs and insurance of the subject of the agreement

  1. The subject of the Agreement is delivered to the address specified by the Buyer.
  2. The subject of the Agreement is delivered to the Buyer through a carrier, at the request of Bilberry or the Buyer, in accordance with the provisions of the Agreement or the offer. Bilberry may deliver the order without the involvement of a carrier, while the delivery cost is to be paid by the Buyer.
  3. The delivery costs of the subject of the Agreement are covered by the Buyer based on the shipping calculation presented to the Buyer by Bilberry in the offer.
  4. In the event that the Buyer wishes to collect the subject of the Agreement from the Bilberry warehouse, the Buyer is obliged to pick up the order by the date specified in the Agreement. In the case of a delay in collecting the subject of the Agreement, Bilberry is entitled to charge the Buyer a contractual penalty of 0.5% of the gross value of the subject of the Agreement for each day of delay.w odbiorze w okresie od 8 do 14 dnia opóźnienia, natomiast w okresie od 16 dnia opóźnienia do dnia odbioru – karę umowną w wysokości 1 % za każdy dzień opóźnienia. Maksymalna wysokość kary wynosi 50% wartości zamówienia.
  5. If the subject of the Agreement is delivered by a carrier, the Buyer is obliged to inspect the shipment with the carrier to determine whether there has been any loss or damage during transport and to take all necessary actions to establish the carrier's liability.

VIII. Delivery Dates

  1. The delivery date of the order is determined each time by Bilberry in the Agreement. In the absence of a delivery date, the order will be fulfilled by Bilberry without delay.
  2. The deadline for order fulfillment begins at the moment it is confirmed by Bilberry (upon receipt of the deposit), unless Bilberry has indicated a different starting point for the deadline.
  3. Bilberry makes every effort to ensure the shortest possible delivery times.
  4. In exceptional situations, the Buyer is entitled to a qualitative or quantitative change to the subject of the order, no later than 7 days from the moment it is confirmed by Bilberry. In such cases, the Buyer is obliged to notify Bilberry of this fact in a manner appropriate to the conclusion of the Agreement. If the change to the order is technologically feasible, Bilberry will establish a new deadline for the fulfillment of the order and indicate the costs associated with the change to the subject of the order. The change to the order can be implemented after the changes have been accepted by Bilberry.
  5. The deadlines for order fulfillment or delivery may change in the event of force majeure.
  6. If the Buyer does not collect the subject of the contract from the carrier, Bilberry is entitled to reassign the subject of the contract for transport, however, solely at the cost and risk of the Buyer, subject to point 7.
  7. In the event that the Buyer refuses to accept the subject of the agreement, despite the subject of the agreement being in accordance with the Agreement, Bilberry reserves the right to withdraw from the Agreement and charge the Buyer a contractual penalty equal to the price of the subject of the agreement plus transportation costs.

IX. Payments

  1. The sales invoice issued by Bilberry for the Buyer includes, in particular, the subject of the Agreement and the price of the subject of the Agreement, increased by the amount of taxes.w wysokości obliczonej na podstawie przepisów obowiązujących w dniu wystawienia faktury, jak również o ewentualne koszty dostawy. Faktury VAT mogą być wystawiane bez podpisu Nabywcy.
  2. The payment deadline is specified in the terms of the Agreement. Payments must be madena rachunek bankowy wskazany na dokumencie sprzedaży.
  3. Bilberry may establish payment terms for the Buyer, according to which full or partial payment in advance is required as a deposit or down payment.
  4. In the event of the Buyer's failure to timely fulfill financial obligations to Bilberry, Bilberry is entitled to suspend the execution of the order.
  5. The payment date is considered to be the day the payment is credited to Bilberry's bank account.

X. Warranty

  1. The warranty conditions for the subject of the agreement are specified in the General Warranty Conditions.

XI. Violations

  1. In the event of a gross violation by the Buyer of the provisions of the Agreement, including the GTC, Bilberry is entitled to terminate the agreement with immediate effect or withdraw from it. Such statements require written form.
  2. At the same time, in the event of a breach of any provision of the Agreement, Bilberry is entitled to seek compensation from the Buyer.
  3. If the Buyer withdraws from the contract after the day of signing the contract, they are obliged to pay Bilberry a contractual penalty of 50% of the price.

XII. Confidentiality

  1. All technical, commercial, and financial information that Bilberry discloses to the Buyer is confidential. The Buyer is obligated not to disclose this information to third parties as mentioned in this section.

XIII. Final Provisions

  1. If the competent court rules on the invalidity or ineffectiveness of any of the provisions contained in these GTC, the remaining provisions shall remain in effect.
  2. In matters not regulated by the Agreement and these General Terms and Conditions, the relevant provisions of Polish law shall apply.