Rudvan Sp. z o.o. i Wspólnicy Sp.Komandytowa based in Strobów 60, 96-100 Skierniewice, Poland entered in the Entrepreneur Register under number KRS: 0000419131 in The district court in Warszawie Department XIII
VAT-Nr. (NIP): PL 521-36-30-644
PLN: 70 1050 1461 1000 0090 3012 2486
EUR: 24 1050 1461 1000 0090 3012 3120
1.) Marek Antoni Rudkowski (73%)
2.) Adam Henryk Paschke (25%)
3.) Rudvan Spółka z ograniczoną odpowiedzialnością (2%)
Chairman of the Board – Marek Antoni RudkowskiRudvan Spółka z ograniczoną odpowiedzialnością
00-511 Warszawa, ul. Nowogrodzka 41, Poland
Rudvan Spółka z ograniczoną odpowiedzialnością
00-511 Warszawa, ul. Nowogrodzka 41, Poland
1.) Marek Antoni Rudkowski (75%)
2.) Adam Henryk Paschke (25%)
General Terms of Trade of RUDVAN Spółka z ograniczoną odpowiedzialnością [limited liability company] and Wspólnicy spółka komandytowa [limited partnership] (called hereinafter and in other documents also “RUDVAN” or “Contractor”)
Our deliveries, services, offers are subject exclusively to these General Terms of Trade (which may be hereinafter called also “OWH”).
1) The application of these Contractor’s General Terms of Trade
1. These General Terms of Trade apply exclusively; general terms of trade of other party of the contract, differing from our General Terms of Trade, are not binding. The Buyer in any case agree that only these General Terms of Trade are binding in case of discrepancies or contradictions between its general terms of trade and ours General Terms of Trade. The failure to raise objection, completion of delivery or provision of services can not be understood as acceptance of other terms of trade. The general terms of trade of the other party of contract shall become part of contract only by our express and – to avoid ineffectiveness – written confirmation, in scope resulting from such confirmation. Any modifications of these General Terms of Trade introduced by us during continuous contractual relations shall be recognized as accepted by the Buyer if the Buyer does not terminate the contractual relations in the nearest termination date.
2. If the Buyer is a consumer for the purpose of art. 22 of the Polish Civil Code, these General Terms of Trade are valid only in scope which is consistent with provisions of imperative law in Poland. If any of provisions of these OWH is found ineffective or invalid in relation to the Buyer, which is a consumer, this will not affect effectiveness and/or validity of other provisions in these OWH.
2) The conclusion of contract, scope of contractual obligations, discrepancies, modifications, etc.
1. The contract between the Buyer and us shall become effective when we accept in the written form the offer submitted by the Buyer or we confirm the order in the same form. The contract shall become effective also by the written offer and its written acceptance. The contract may be also concluded by the fact that we commence works on chassis or vehicle delivered by the Buyer.
2. The contractual obligations of RUDVAN – in particular completion date – result from the written contract or from confirmation of order signed by RUDVAN. In case of doubts, offer submitted by RUDVAN shall be used to support the interpretation.
3. The different agreements, determinations as well as subsequent modifications of contract are valid only if they are confirmed by us in the written form under pain of invalidity.
Information concerning dimensions, weight and services included in prospectus or other documents may be subject to minor modifications unless they are determined expressly or guaranteed and such discrepancy does not infringe excessively interests of the Buyer. We reserve the right to change color, form and technically conditioned modifications in construction if they do not infringe usage consistent with purpose.
4) Delivery time, Deliveries, Transfer of risk
1. The contract completion date shall be perceived as met by RUDVAN if subject of contract is ready for collection or shipment in its production location not later than on the last date of completion period. The risk is transferred on the Buyer with receiving by it information on readiness to deliver the subject of contract at the latest.
2. The Buyer is obliged to accept the partial delivery and to pay for it unless the acceptance of partial delivery shall infringe its justified interests under the principle of rightness. In case of events of Force Majeure or strikes our readiness to fulfill contract shall last till obstacles are removed. If the obstacle lasts longer than one month, each party of contract is authorized to withdraw from contract within a week and declaration of will to withdraw from contract needs the written form. The compensation claims and other claims of the Buyer related to delayed delivery or withdrawal from contract are excluded in such case.
The shipment shall be made by our discretion in lack of specific order. Any shipments are conducted on costs and risk of the Buyer and the Buyer shall suffer also the risk of loading. The Buyer is obliged to complete any required documents necessary for claims against the insurance company in case of loss or damages.
The price includes costs of commonly used packaging. If special packaging is used or such packaging is necessary in our opinion in particular circumstances, costs will be calculated in the most favorable for the Buyer amount.
7) The prohibition to deduct and transfer of claims
The Buyer can not deduct its claims from us if they are not legally valid or acknowledged by us expressly in the written form under pain of invalidity. Furthermore, the Buyer can transfer claims due from us only if such claim fulfills conditions referred to in sentence 1.
8) Invoices, payment, advance payment, contractual penalties
1. The amount resulting from invoices shall be paid without any deductions within 14 days from invoice issue date. The bills of exchange and checks shall be accepted provided that our bank account is credited by amounts resulting from these documents. The Buyer shall be charged with any costs connected with bill of exchange operations. The issue of bills of exchange accepted by the Buyer or the third person shall not authorize to request discount or other reduction of price. The payments shall be made directly to us. Our partners are authorized to receive payments of amounts resulting from our bills or invoices only when they demonstrate particular authorization. The interests in amount of 2% above then binding base interest rate of the European Central Bank (EBC), but not less than 13,5% annually, are due in case of delays in payments. We reserve the right to pursue compensation for delayed payment or default (including legal costs) which exceeds this interest rate. In case of delayed payment or default, any receivables due from the Buyer shall become immediately due even if deferred payment or payment date were determined in particular case. We are authorized – after indication of additional date – to withdraw in full or in part from further contracts with the Buyer in case of delay or default in payment.
2. In case the Buyer withdraws from fulfillment of signed by the Buyer order or contract concluded with the Contractor, the Buyer shall pay the Contractor contractual penalty in 100% of advance payment paid by the Buyer. The contractual penalty may be in particular paid by deduction of contractual penalty from advance payment. RUDVAN is authorized to pursue compensation of damages exceeding the contractual penalty.
9) Reservation of ownership and security, transfer of ownership for security
1. All items of purchase shall remain our ownership till all liabilities of the Buyer towards us resulting from commercial relations with us are fully paid. The ownership right reservation relates also to any delivered goods even if the Buyer paid the price for partial deliveries. The Buyer is authorized to dispose goods sold to the Buyer with reservation of ownership under the ordinary management. The establishment of pledge or transfer of ownership for security of goods sold with reservation of ownership is prohibited till the payment of any liabilities resulting from commercial relations with us. The Buyer which bought from us goods with reservation of ownership shall transfer hereby on us any receivables resulting from subsequent sale of goods. We hereby accept such transfer. The same applies to any compensation claims, in particular insurance contracts for loss or damage of goods. The Buyer is authorized – within common and correctly conducted trade – to collect, transferred on us and accepted by us, debts resulting from sales or claims from compensation. The right to collect debts may be cancelled by us in any time if the Buyer shall not meet obligations towards us, if there will be a risk that assets of the Buyer are not sufficient to satisfy our receivables or there is a doubt regarding fulfillment of our rights – in particular by establishment of pledge. Irrespective on cancellation of right to collect debts, the Buyer is obliged in any time – on our request – to provide complete written information on location of goods delivered by us with reservation of ownership, amounts of debts from sales of these goods and payments for these goods. The persons authorized by our company shall be provided on request access to books and accounts concerning goods sold with reservation of ownership and copies of sale bills shall be prepared and delivered on request. The Buyer undertakes to provide us access to commercial and storage areas for access to goods sold with reservation of ownership. The Buyer is obliged, on request and in particular in case of threats for fulfillment of our receivables, to put attention of its client on our ownership right and on transfer of claims resulting from subsequent sale as well as direct payment on behalf of our company. Furthermore the Buyer is obliged, on our request, to deliver to us and its debtor, additional written statement on transfer of claims, from which amount of claims resulting from subsequent sale, complete name and address of the debtor which purchased the sold goods shall result. In case of enforcement actions of the third persons addressed against goods sold by us with reservation of ownership or against claims transferred by us, the Buyer is obliged to inform us immediately on seizure and to deliver to us any documents necessary to undertake interventions. If the Buyer is in default or delay in payment, infringes in any way obligation of due diligence or maintaining the foods in not worsened condition, enforcement steps are initiated against it or it is in bankruptcy status, we will be authorized to request immediate return of goods not yet sold for their storage if our claims are endangered. The request of return shall be not recognized in this case as exercising the right to withdraw from contract unless it is directly expressed to the other party of contract. When such request is expressed, the Buyer is obliged – till the moment of return – to store the goods being our property separately from other goods, to mark these goods as our property, withhold from any disposition of these goods and to deliver to us specification of goods being our property. Furthermore, the Buyer is obliged, in case of further sale of goods, to withhold from collection of purchase price, to provide that the debtor will pay payment directly on our behalf, to keep payments for our goods separately from other amounts and to pay these amounts directly to us. The Buyer is obliged, till the moment of the full payment, to insure delivered by us goods against fire, water, theft and damages by the third persons and to submit, on our request, document confirming that such insurance contract is concluded and maintained.
Any claims against insurance and against the third persons concerning delivered by us goods shall be hereby transferred on us. We hereby accept such transfer. The insurance company and the third person obliged for compensation shall be notified on such transfer on our request.
2. In case anything is incorporated into the vehicle or any other works are made in the vehicle delivered by the Buyer, the Buyer shall transfer the ownership of such vehicle for security (transfer of ownership for security) by signing the order or contract. The ownership of such vehicle shall be transferred back to the Buyer when it fulfills any existing payment obligations toward us.
10) Certain date
The following principle applies in relation to all objects specified in the above point 9): on our written request the Buyer is obliged in any time to submit to us the signed by the Buyer list, which shall include specification of all objects being our property. This list must include declaration that the specified objects are covered by the reservation of ownership established on behalf of the Contractor and they constitute property of the Contractor. The referred to above document, which shall be submitted within 5 working days from receiving the request for its delivery, will be provided with the so-called “certain date” for the purpose of art. 589 and following of the Civil Code unless we provide other instructions in the written form. The Buyer shall incur any necessary costs connected with obtaining the certain date.
1. RUDVAN is not obliged to check is chassis or vehicle provided by the Buyer is defective.
2. The Buyer is obliged to notify the Contractor in the written form on delivery of goods other that the ordered, inconformity in quantity and other apparent defects within two weeks from receiving goods. The defects which could not be detected at delivery with due diligence shall be notified in the written form within two weeks from their detection at the latest. The period running for each notification which requires written form for its validity is observed if such notification is sent to us by the registered letter prior expiration of the mentioned above periods. We are obliged to eliminate defects notified on time – by our discretion made according to damage mitigation principle – either by elimination of defect in subject of contract or by replacement of defective object by object free of defect. If neither of specified above possibilities is effective after the second trial, the Buyer shall be authorized to withdraw from contract or request the reduction of price. The claims for compensation, also for other damages than damages in goods are excluded unless they occur in result of willful or gross negligence of our bodies and/or managing personnel. In case of arbitrary tampering with goods or their components, the Buyer shall loss warranty rights unless the notified defect is not connected with tampering with goods. The Buyer shall immediately notify us on claims for defect in goods pursued against the Buyer.
12) Claim for damages
The claims for damages of the Buyer, resulting in particular from inability to provide service, Buyer”s delays, violation of contractual obligation other than the main obligation as well as the illicit act are excluded unless such claims originated in connection with willful act or gross negligence of our bodies and/or managing personnel. In case we are committed for compensation because of gross negligence of bodies or managing personnel, the claim is restricted to correction of damage foreseeable when contract is concluded.
13) Protection of data and confidentiality
1. The Buyer’s data are processed for purpose of completion of order and for statistical purposes.
2. The Parties undertakes mutually to protect commercial and production secret of the other party. The obligation to keep confidentiality includes in particular any information, data, materials obtained from the other party in connection with conclusion and fulfillment of this contract. The parties are authorized to provide any information if such information is required by provision of law, as well as information commonly known. Other information may be provided after prior written approval of the other party.
14) Salvage clause
In case these General Conditions of Trade or other agreements concluded with the Buyer are or will become partially invalid for any reason, this shall not affect validity of contract or remaining provisions in the General Conditions of Trade.
15) Language of contract, discrepancies between various language versions
The language of contract is Polish. If the Buyer is received documents in other languages then they may serve only as translation. In case of discrepancies between various language versions, Polish version is binding.
16) The withdrawal right vested in the consumer
If the Buyer is a consumer and it concluded contract by telecommunication means or outside RUDVAN company offices, it has the right to withdraw from contract in the written form. The declaration of will on withdrawal from contract shall be submitted within ten days. The sending of declaration on withdrawal from contract within this period is sufficient to observe this period. The 10-days period commences with issue of object and in case of contract for provision of services – with conclusion of contract. The exclusions indicated in art. 10 paragraph 1 of the Polish law dated 2. March 2000 on protection of some rights of consumers and on responsibility for damage caused by dangerous product are expressly indicated.
17) The competent court and applied law
1. The court competent for the seat on the Contractor is exclusively competent for any mutual claims resulting from commercial relations, including origination and validity of liability relations, in that resulting from bills of exchange and checks. However, the Contractor is authorized to sue the Buyer at the court with general competence for the Contractor.
2. The Polish law is applied for all legal relations between the Contractor and the Buyer, excluding unified laws on conclusion of international sale contracts and international sale of movables. In particular, provisions of Convention of United Nations on international sales of goods contracts are not applied. For interpretation of delivery clauses INCOTERMS valid in specific time apply.
When using our services you may be asked to supply personal data. Providing this information is voluntary. Your personal data is used in strict accordance with Polish data protection laws.Personal data supplied on RUDVAN websites is used as part of the contract procedure and in order to process your requests. Processing and using your data for consultation, advertising and market research purposes only takes place with your explicit consent.If, when giving your consent to the purposes stated above, you also give your permission for your data to be used by other RUDVAN organisations or additional named third parties, your data may also be transferred to these parties. If this is not the case, your data will not be transferred to any other parties.You can withdraw your consent for future actions at any time.
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