General Terms of Delivery

1. Scope

1.1 Vimex Sp. z o.o. (“Supplier”) sells goods and executes deliveries solely for the economic entity (“Purchaser”) on the following terms and conditions.
1.2 Different terms and conditions shall be in force solely on the written consent of the Supplier.
1.3 All amendments to the General Terms of Delivery shall be made in writing.
1.4 To all matters not settled herein the provisions of the Civil Code and Act of 8 March 2013 on payment terms in commercial transactions (Journal of Laws of 2013, item 403) shall apply.
1.5 If specific parts of the General Terms of Delivery are waived, the other provisions shall remain in force.
1.6 Accepting the General Terms of Delivery, the Purchaser gives consent for the Supplier to process his/her personal data in order to execute an order as well as for marketing purposes related to the activity of the latter.
1.7 The Purchaser shall have all the rights resulting from the Personal Data Protection Act of 29 August 1997 (Journal of Laws of 2002, no. 101, item 926), in particular the right to access his/her own personal data.


2. Offer and order confirmation

2.1 All the Supplier’s offers have specific validity period. The Supplier’s documents related to the offer, such as photographs, drawings and others, shall be used only for reference unless explicitly designated by the Supplier or the Parties as binding.
2.2. A sale contract shall be concluded on the basis of a written contract or a written order placed by fax, e-mail or in writing by the Purchaser. An order shall be deemed accepted when it is confirmed by the Supplier in writing or in another form as agreed. Supplements, amendments or additional arrangements made in an electronic form, by telephone or orally shall be confirmed by the Supplier in writing, or else shall be null and void.
2.3 In the event an order is cancelled in whole or in part, the Purchaser shall be obliged to cover all the costs incurred by the Supplier in relation to the execution of that order.
2.4 Placing an order with the Supplier implies the automatic acceptance of the General Terms of Delivery.


3. Copyright and scope of delivery

3.1 The Supplier reserves the right to property and copyright to all documents of the contract such as designs, drawings, calculations, cost estimates and design documentation. Such documents shall not be copied and made available to third parties without the Supplier’s consent. All rights resulting from patents, utility models etc. shall belong solely to the Supplier also when they have not been registered. Documents may be copied solely on the Supplier’s written consent.
3.2 The Supplier reserves the right to make changes in the structure of the goods ordered unless they have bearing on the price, quality and functional properties of the goods.
3.3 The Supplier shall be obliged to place on the subject of delivery information enabling third parties identification and contact with the Supplier without the assistance of the Purchaser unless the contract between the Supplier and Purchaser specifies otherwise.
3.4 The scope of deliveries shall be specified in the contract signed by the Purchaser and Supplier. If there is no such agreement, an order confirmation issued by the Supplier shall be binding.


4. Prices and Payment Conditions

4.1 All prices, unless specified otherwise, are in EUR. They are net prices and do not include the cost of packaging, transport, tax and duty.
4.2 Rebates and discounts given by the Supplier shall require individual negotiations.
4.3 Prices of goods and services offered by the Supplier shall have non-binding character and may be subject to change.
4.4 If there are no other arrangements, invoices shall be pre-paid before the subject of invoice is delivered to the Purchaser.
4.5 The costs of delivery to the Purchaser and other additional services shall be determined individually while an order is placed. If there are no such arrangements, this implies that the goods shall be accepted at the registered office of the Supplier.
4.6 If the Purchaser fails to meet the term of payment, he/she shall pay interest without prior call, starting from the payment date until the day of payment of statutory interest. (Journal of Laws of 2008, no. 220, item 1434).
4.7 The Supplier reserves the right to the full ownership of the subject of delivery until he/she receives full amount due with possible costs and interest arising from the delivery contract.
4.8 Payment may be made by bank transfer to the account indicated by the Supplier or by card. Payments by card shall be secured and supported by eCard S.A. ( Payments are made by clicking on the link sent to the Purchaser. The following pay cards shall be accepted:
• – Visa
• – Visa Electron
• – MasterCard
• – MasterCard Electronic
• – Maestro
In the case of payment by card, funds shall be repaid directly to the Customer’s card account.


5. Delivery dates

5.1 The deadlines agreed upon in writing shall bind both the Parties. If there are no such arrangements, a written order confirmation issued by the Supplier shall be binding. Keeping the delivery date shall depend on whether the Purchaser has executed all the contractual obligations, i.e. has made all payments on time, submitted necessary documents, required permits etc. If those conditions are not met, the delivery dates shall be postponed accordingly.
5.2 An agreed delivery date may be postponed accordingly in the event there occur unforeseeable obstacles having the character of force majeure, over which the Supplier has not control, e.g. unforeseeable disruptions in the Supplier’s work (e.g. blackout), traffic and customs delay, transport damage, including road blockages, time limitations in freight transport by road, electric power shortages, global shortages of materials and raw materials, if such obstacles influence the execution or delivery of the subject of delivery.
5.3 A delivery date shall be deemed kept if the subject of delivery has left the registered office of the Supplier by that date.
5.4 No deliveries are executed for Customers who do not make payments on time.


6. Transferring the risk of loss or damage of the subject of delivery, insurance and packaging

6.1 The risk is transferred to the Purchaser not later than at the moment when the loading of the subject of delivery at the Supplier’s registered office starts. Shipments are made at the cost and risk of the Purchaser. (Incoterms ExWorks shall be in force)
6.2 In case of delay in shipment for reasons beyond the control of the Supplier, the risk shall be transferred to the Purchaser as of the day when goods’ readiness for delivery is reported.
6.3 Delivery may be insured at the request and cost of the Purchaser. If such an insurance contract has been concluded, the Supplier should be notified immediately after transport damage is made.
6.4 Goods shall be packed in the standard packaging of the Supplier. The Supplier shall be entitled to choose, at his/her own discretion, special packaging, if necessary. The Purchaser shall bear all the costs of packaging.


7. Installation, commissioning and operation of the device

7.1 The device shall be installed and started by professional personnel in accordance with the guidelines included in the Manual.
7.2 Before starting to use the device, all users must familiarise themselves with the Manual delivered together with the device.
7.3 The device shall be used in accordance with the Manual.


8. Warranty

8.1 Delivery quality warranty must be given by the Supplier explicitly in writing. Details provided in catalogues, offer documentations as well as other papers and general advertising materials do not constitute the basis of the warranty.
8.2 The warranty period shall be 12 months unless the warranty card specifies otherwise. The warranty period shall be counted from the moment the risk is transferred to the Purchaser.
8.3 The Purchaser shall thoroughly check the subject of delivery immediately after it is delivered and shall lodge any possible complaints to the Supplier in writing. After recognising such a complaint, the Supplier shall replace the defective elements, repair them free of charge, or, at his/her own choice, deliver new ones.
8.4 The Purchaser shall be obliged to give the Supplier time and opportunity to remove defects.
8.5 The Supplier shall not be held liable in the following cases:
improper use, faulty installation or commissioning of the device by the Purchaser or third parties, incorrect or negligent use, in particular damage caused by too high voltage, repair/service conducted by unauthorised personnel or unauthorised removal of seals.
8.6 The Supplier shall not bear any additionals costs, in particular the costs of transport, labour and materials, resulting from the fact that the subject of delivery has been addressed to a place of destination other than the registered office of Vimex Sp. z o.o.
8.7 The Supplier shall be responsible for the conformity of the good with harmonised norms, the Medical Devices Directive 93/42 EEC or other harmonised norms in force as of the delivery date. Different arrangements require detailed provisions set forth in a written contract.


9. Liability

9.1 The Purchaser shall be entitled to demand contractual penalties for delay in delivery due to the Supplier’s fault in the amount of 0.1% of the contract value for each working day of delay.
9.2 The Purchaser shall have the right to demand contractual penalties for delay in removal of a defect due to the Supplier’s fault in the amount of 0.1% of the contract value for each working day of delay.
9.3 The total amount of contractual penalties shall not exceed 5.0% of the contract value.
9.4 The Purchaser shall not be entitled to make claims on the account of liability for damage and expenses incurred due to violations of the obligations resulting from the contract and illicit actions, in particular for the consequences of damage incurred together with the loss of profits.
9.5 Complaints as to the quantity and quality of goods shall not entitle the Purchaser to suspend payment for the deliveries executed.


10. Title retention clause

10.1 The subject of delivery that has been successfully delivered shall remain the property of the Supplier until the Purchaser has fulfilled the financial obligations resulting from the contract.
10.2 When the clause is in force, the Purchaser may be obliged to secure and insure the subject of delivery.
10.3 It is impermissible for the Purchaser to pledge or appropriate the elements of the subject of delivery covered by the title retention clause.
10.4 In the case of delays in payment on the part of the Purchaser, the Supplier shall be entitled, after the ineffective expiry of the additional deadline for payment, to terminate the Agreement, while the Purchaser shall be obliged to deliver the goods to the registered office of the Supplier at his/her own cost.
10.5 In the event the Supplier takes the subject of delivery or its elements back, in accordance with item 10.4, all payment made by the Purchaser shall not be subject to refund and shall be treated as payment for making the subject of delivery available to the Purchaser in accordance with the Agreement.


11. Return of Goods

11.1 The Supplier shall not accept the return of goods purchased.
11.2 In special cases, the condition for accepting the return of goods that have been questioned by the Purchaser and recognised by the Supplier is for such goods to be undamaged, identifiable and delivered in the original packaging.


12. Applicable law and jurisdiction

12.1 A court having jurisdiction over the registered office of the Supplier shall be the court competent for settling disputes arising from the present General Terms of Delivery.
12.2 Legal relationships with the Purchasers shall be subject solely to Polish law.