General terms and conditions of sale

GENERAL TERMS AND CONDITIONS OF SALE

I. General provisions

1.1. These General Terms and Conditions of Sale, hereinafter referred to as the “GTCS”, constitute general terms and conditions of contracts within the meaning of art. 384 of the Civil Code dated April 23rd, 1964.

1.2. GTCS regulate principles of cooperation between MEGA Sp. z o.o. (Ltd.), hereinafter referred to as the “Manufacturer”, and the entities placing orders, hereinafter referred to as the “Customers”.

1.3. GTCS are an integral part of agreements and bind the parties in full since conclusion of an agreement by the Manufacturer and the Customer (order signing by the Customer), provided that they have been made available to the Customer prior to conclusion of agreement (order signing by the Customer).

1.4. GTCS are available to Customers on the website www.mega-nysa.pl.

1.5. If the Customer is in constant commercial relations with the Manufacturer, his acceptance of GTCS at one order shall be considered as acceptance for all other orders.

1.6. Any deviations from GTCS are only possible through express written acceptance by the Manufacturer and the Customer.

II. Ordering goods

2.1. Transaction between the parties is made based on an order submitted by the Customer. It is addressed to the Manufacturer only in writing (mail or fax) or electronic, by sending the order by e-mail by the person authorized to make orders on behalf of the Customer.

2.2. Orders and any changes during order realization must be in writing and require written acceptance by the Manufacturer.

2.3. Orders signed and sent by the Customer to the Manufacturer cannot be cancelled unless an order sent to the Manufacturer is accompanied by a Customer’s statement concerning order cancellation.

III. Prices and delivery times

3.1. Prices of individual goods are determined based on the Manufacturer’s price-list valid on the day of order placing. In the case of an order for a non-typical product, not included in the manufacturer’s price-list, the price is determined by means of an individual valuation.

3.2. Prices specified in price-lists sent to customers are binding until the manufacturer’s written notice of their change.

3.3. The Customer is responsible in full amount for additional payments related to any changes made by him after placing an order, and in particular: – design changes, – changes in equipment, – changes in the specifics of the ordered goods, – delivery of faulty and incorrect components, – failure to deliver components or parts for necessary for delivery of goods within the time specified by the Manufacturer.

3.4. Customer is responsible for additional payments or change of order execution times resulting from Customer’s delays in submitting documentation necessary for order execution.

3.5. Price and execution time established on the date of order signing may be changed during its completion, in the cases specified in the following paragraphs.

3.6. Any changes in the production process made during order execution cause extension of the final date of order execution.

3.7. Additional payments and extension of execution time are determined by the Manufacturer’s Design Department, individually for each order.

3.8. For delay in execution of an Order resulting from the Manufacturer’s, the Manufacturer shall pay the Customer a contractual penalty of 0,5% of the order value for each week of delay, but not more than 3% of the total order value. The contractual penalty will be charged after exceeding 30 days of delay.

3.9. Manufacturer shall not be liable for failure to execute the order or delay in order execution if it is caused by force majeure. However, the Manufacturer is obliged to immediately inform the Customer in the form of his choice about events that caused full or partial inability or delay in performance of a contract. Events referred to as “force majeure” include, but are not limited to: disturbances in company functioning beyond Manufacturer’s control, restriction caused by regulations of authorities, a natural disaster, strikes, etc.

3.10. Delivery time is binding on the Manufacturer when both the Manufacturer and the Customer have accepted it in writing.

3.11. Order execution starts only after the order has been received by the Manufacturer.

3.12. Delivery date is calculated from the date of receipt of the agreed deposit amount into the Manufacturer’s bank account. If after conclusion of a contract (order signing) within 14 days the Manufacturer will not record payment of the aforementioned. deposit, such an order is considered cancelled.

IV. Payments

4.1. Payment for the goods received should be made immediately after VAT invoice is issued, however not later than within the time indicated on VAT invoice or according to the agreed payment terms. These terms are always defined in days and counted from the invoice date.

4.2. Unless otherwise agreed between the Manufacturer and the Customer, payments will be made to the Manufacturer’s bank account indicated on the invoice. Date of payment shall be deemed to be the date on which full price has been entered in the Manufacturer’s bank account. Costs of payment, including currency conversion costs, are borne entirely by the Customer.

4.3. Manufacturer reserves the right not to release the goods if total payment amount for the given goods has not been received in the Manufacturer’s bank account.

4.4. The Customer is obliged to collect the goods within 30 days after being notified by the Manufacturer regarding full order completion. After that time, costs of vehicle storage will be charged in the amount of 0.5% of the order value for each day but not more than 10% of the total order value.

4.5. If the Customer does not collect the ordered goods within 2 weeks after being notified by the Manufacturer regarding full order completion, after that time the Manufacturer reserves the right to charge the costs of vehicle storage at 1 % of the order value for each day, but not more than 10 % of the order value, and the right to sell the ordered goods to a third party and in this case retain the deposit paid by the Customer. The above mentioned costs of vehicle storage will be charged by the Manufacturer until the ordered goods are sold to a third party or until the goods are collected by the Customer.

V. Reservation of ownership title

5.1. The ordered goods remain the property of the Manufacturer until the Customer pays the whole selling price.

5.2. Until the total selling price has been paid, the Customer cannot dispose of the ordered goods or hand them over for use.

VI. Delivery

6.1. Delivery is carried out based on EXW conditions – the goods are delivered when the Manufacturer puts it in the warehouse located on its premises.

6.2. The Customer, on the day of handing over the goods, has the right to final acceptance at the Manufacturer’s site.

6.3. Before collecting the goods, the Manufacturer shall make the goods available to the Customer for visual inspection.

6.4. Document that confirms acceptance is the Acceptance Report confirms the conformity of the goods with the order. Signing the report by the Customer or a person authorized by him is a confirmation of conformity of the goods with the order.

VII. Goods

1.1. Types, dimensions, weights, tolerances and quality of the goods are set out in the following General Welded Structures Tolerances and the European Standards ISO:

a) frames, boxes and axles are made according to PN-EN ISO 13920;

b) linear dimensions are in tolerance class “D”;

c) angles are in tolerance class “C”;

d) straightness, flatness and parallelism are in tolerance class “H”;

e) visual inspection of welds for steel in accordance with EN ISO 5817, in quality grade “B” for butt welds of longitudinal members and for fillet welds of longitudinal members with centers, all other visual inspections of welds are in class “C”;

f) visual inspection of welds for aluminium in accordance with PN-EN ISO 10042 in quality class “C”;

g) fine stains inside frames are admissible; h) corrosivity category C3 according to EN ISO 12944-2 and EN ISO 12944-6.

VIII. Warranty for defects in the goods

8.1. Customer’s rights under the warranty for defects shall be excluded. This does not apply to the Customer, being a Consumer within the meaning of Art. 221 of the Civil Code dated April 23rd, 1964.

IX. Guarantee claim

9.1. Manufacturer grants the Customer guarantee for the purchased goods for a period of 12 months, without limit of kilometers.

9.2. Manufacturer grants the Customer guarantee for MEGA axles for a period of 36 months or 240,000.00 km, whichever happens first.

9.3. Guarantee period commences on the date of delivery of the goods to the Customer, and if the Customer fails to collect ordered goods within 2 months of the Manufacturer’s full execution of an order, the guarantee period shall commence automatically on the day following the expiration of 2 months after the Customer being notified by the Manufacturer regarding full order completion. However, the guarantee period again runs from the time of delivery of the goods to a third party referred to in point 4.5 of the GTCS.

9.4. Guarantee claim shall be sent to the Manufacturer by post, fax or by e-mail to: serwis@mega-nysa.pl.

9.5. Guarantee claim shall contain: Customer data; Vehicle Identification Number; photographs showing defect; brief description of defect.

9.6. If the Manufacturer recognizes that the defect notified by the Customer is covered by the Manufacturer’s guarantee and that it was caused due to the Manufacturer’s fault during the guarantee period granted by the Manufacturer, fulfilment of Customer’s rights under guarantee shall take place in one of the three following methods:

a) The Customer shall, at his expense, return to the Manufacturer the goods covered by the guarantee claim, and the Manufacturer shall repair it at his own expense;

b) If repair is not possible at the Manufacturer’s premises, the Customer shall make available place and equipment to make possible repair the goods by the Manufacturer;

c) If repair is not possible at the Manufacturer’s premises and the Manufacturer is unable to repair the defect at the Customer’s premises, the Manufacturer shall send a repair kit suitable for repair of defect and covers costs associated with assembly, replacement or repair of the goods covered by the guarantee claim. Cost of assembly, replacement or repair of the goods is estimated based on the Manufacturer’s internal standards, indicating working time for performance of certain activities.

9.7. Pending final consideration of the guarantee claim, the Customer is obliged to keep the goods covered by the guarantee claim in a proper manner, preventing any possible damage, destruction and augmentation of the reported defect.

9.8. Manufacturer is not responsible for defects caused by improper use or storage.

9.9. In cases concerning the Manufacturer’s liability for defects of the goods, the provisions of Section III on Guarantee in Sales of the Act dated April 23rd, 1964, Civil Code, shall apply accordingly.

9.10. Any defects and faults that are within General Welded Structures Tolerances and the specified European ISO Standards will not be taken into account when considering a guarantee claim.

X. Final provisions

10.1. In matters not regulated in these GTCS, the provisions of the Act of April 23rd, 1964, Civil Code, shall apply.

10.2. In case of invalidation of certain provisions of these GTCS due to implementation of different statutory regulations, the remaining provisions of these GTCS shall remain valid.

10.3. In the event of a conflict between the provisions of these GTCS and the contents of the guarantee booklet issued to the Customer, constituting a guarantee statement within the meaning of art. 577 § 1 of the Act dated April 23rd, 1964, Civil Code, priority is given to the provisions contained in the guarantee booklet.

10.4. In the event of a conflict between the terms of the GTCS and the Agreement signed between MEGA and the customer, the provisions of the signed Agreement shall prevail.

10.5. The Manufacturer and the Customer shall seek to resolve any disputes arising out of the performance of contracts covered by these terms. In the case of inability to settle amicably a dispute, a Polish court appropriate for the Manufacturer’s office shall be competent for resolving the dispute.

10.6. In the case of concluding contracts with foreign Customers, in multilingual contracts the text in Polish is decisive.

10.7. Any contracts concluded by the Manufacturer are concluded in accordance with the laws of Poland and are subject to the Polish law.