Section I: General Provisions
§ 1. Definitions
● Seller/Controller: [Full Company Name] with its registered office in [Address], Poland, [NIP/VAT ID], which sells $\text{CO}_2$ laser resonators via the website [Website address].● Buyer/Customer: A business entity (company, enterprise, institution) that places an Order. The Buyer declares that it is not a Consumer within the meaning of Polish and European law.● Parties: The Seller and the Buyer.● Goods/Products: $\text{CO}_2$ laser resonators, components, spare parts, and other products offered by the Seller in the B2B offer.● Order: A declaration of the Buyer’s will specifying the type and quantity of Goods, aimed at concluding a Sales Agreement.● Sales Agreement: The agreement for the supply of Goods concluded between the Seller and the Buyer in accordance with these Terms and Conditions of Sale.
§ 2. Scope of Application
● These Terms and Conditions of Sale govern the rules for concluding Sales Agreements for Goods in international and domestic trade, exclusively in B2B relations.● These Terms are an integral part of the Sales Agreement. Any deviations from these Terms require a written form to be valid.● By placing an Order, the Buyer accepts these Terms in full.
Section II: Orders and Conclusion of the Agreement
§ 3. Placing Orders
● Orders may be placed via the online form, electronic mail, or another agreed form of communication.● The Order must include: the exact name and registration data of the Buyer (including NIP/VAT ID), delivery address, precise specification of the Goods (name, catalogue number), quantity, and preferred delivery and payment terms (if agreed otherwise than standard).
§ 4. Conclusion of the Agreement
● Commercial information posted on the Seller's website constitutes only an invitation to place offers (Orders) and does not constitute an offer within the meaning of the Polish Civil Code.● The Sales Agreement is concluded upon the Seller's written (electronic) confirmation of the Order's acceptance for execution. In the confirmation, the Seller specifies the final price, delivery date, and payment terms.● Until the conclusion of the Sales Agreement, the Seller has the right to change prices, delivery dates, and technical specifications of the Goods without providing a reason.● The Seller reserves the right to charge a handling fee of [e.g., 50 EUR] for any change or cancellation of the Order by the Buyer after its written confirmation, provided the Seller agrees to such change or cancellation.
Section III: Prices and Payments
§ 5. Prices
● The prices of the Goods are expressed in [Currency, e.g., EUR, USD] and are net prices (excluding VAT). VAT will be added to the prices at the rate applicable in Poland or the destination country in accordance with applicable international trade and VAT regulations.● The prices of the Goods do not include transport costs, insurance, customs duties, taxes, and other import fees, unless the Seller explicitly states otherwise in the Order Confirmation.● The final price is binding on the Parties after the conclusion of the Sales Agreement.
§ 6. Payment Terms
● The standard form of payment is prepayment (bank transfer) or Letter of Credit. The Seller may, after verifying the Buyer's creditworthiness, offer deferred payment terms (e.g., Net 30 days).● In the event of delayed payment, the Seller is entitled to charge statutory interest for delay in commercial transactions.● In the event of a rejected bank payment or the need for a re-attempted payment due to the Buyer's fault, the Seller may charge the Buyer an administrative fee of [e.g., 100 EUR].● The Seller reserves the right of ownership of the Goods until the full purchase price has been settled by the Buyer (retention of title clause).
Section IV: Delivery
§ 7. Delivery Terms (Incoterms)
● The delivery of the Goods is carried out under the terms specified in the Order Confirmation. By default, the EXW (Ex Works) [Address of the Seller's warehouse in Poland] formula (in accordance with Incoterms 2020) applies, meaning the Buyer bears all costs and risks associated with the transport of the Goods from the moment they are made available at the Seller's warehouse.● The Seller suggests and prefers the use of the FCA (Free Carrier) [Address of the Seller's warehouse in Poland] (Incoterms 2020) formula. In such a case, the Seller is responsible for loading the Goods onto the carrier provided by the Buyer.● The risk of loss or damage to the Goods transfers to the Buyer in accordance with the agreed Incoterms formula, but no later than upon delivery of the Goods to the first carrier.
§ 8. Delivery Date
● The delivery date specified in the Order Confirmation is an estimated date and is counted from the date of crediting the full prepayment (or another date specified in the Agreement).● The Seller shall use all commercially reasonable efforts to deliver the Goods within the agreed time.● The Seller is not responsible for delays in delivery resulting from force majeure, actions of carriers, delays in component supply, or other circumstances beyond the Seller's control.● A delay in delivery does not entitle the Buyer to withdraw from the Agreement or seek compensation, unless the Parties agree otherwise in writing.
Section V: Warranty and Liability
§ 9. Warranty and Claims
●  The Seller grants the Buyer a warranty for the Goods for a period of [e.g., 24 months] from the date of delivery, in accordance with the terms specified in the warranty card attached to the Goods.● The Seller's liability under the statutory warranty (rękojmia) for defects in the Goods is excluded to the fullest extent permitted by law, in accordance with Art. 558 § 1 of the Polish Civil Code.● A condition for accepting a claim is the immediate written notification of the defect by the Buyer, no later than [e.g., 7 days] from its discovery.● The warranty covers only defects resulting from causes inherent in the Goods. The warranty does not cover damage resulting from improper installation, operation inconsistent with the instructions, modifications made by the Buyer, or force majeure.
§ 10. Limitation of Liability
● The Seller's liability for damages resulting from non-performance or improper performance of the Agreement is limited to the net value of the Order to which the damage relates.● The Seller shall not be liable for special, incidental, consequential, indirect damages, or compensation for lost profits (lucrum cessans), loss of revenue, loss of data, machine downtime costs, loss of use, or rework costs, regardless of the legal basis of the claim.● The limitations of liability specified in this paragraph shall not apply in the case of damages caused intentionally.
Section VI: Final Provisions
§ 11. Governing Law and Jurisdiction
● The governing law for these Terms and Conditions of Sale and all Sales Agreements concluded based on them is Polish law.● The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.● Any disputes arising from the Sales Agreement shall be settled by the court competentfor the Seller's registered office in Poland (e.g., the Regional Court in [City Name]).
§ 12. Miscellaneous Provisions
● If any provision of these Terms and Conditions of Sale is deemed invalid, the remaining provisions shall remain in force.● These Terms and Conditions of Sale may be amended by the Seller. Changes do not apply to Orders placed before their introduction.