GENERAL TERMS & CONDITIONS OF SALE
CortiVision sp. z o.o.
as of 1 January 2023
- GENERAL AGREEMENTS
1.1 In these terms and conditions, the company Cortivision sp. z o.o. [limited liability company] based in al. Warszawska 47, 20-803 Lublin, Poland, registered in the register of entrepreneurs of the National Court Register under the number: KRS [National Court Register] 0000778374, NIP [tax identification] 7123384349, will be called the “Seller”, and any legal person, organization or company purchasing goods and/or services from Cortivision sp. z o.o. will be called the “Client”. Please note that the Seller does not sell to individual natural persons (consumers).
1.2. General Terms and Conditions of Sale apply to sales and deliveries of products and services offered by the Seller with its headquarters in Lublin and are an integral part of contracts and orders, valid for both contracting parties unless they explicitly agree otherwise in writing. Any changes, additional arrangements, suspension or termination of the conditions require the written consent of the Seller.
1.3 All Seller’s quotations and contracts and the implementation thereof shall be subject solely to the following terms and conditions. Modifications or derivations hereof shall be agreed upon in writing.
1.4 General terms and conditions of purchase of the Client shall be ineffective, unless agreed by the Seller otherwise in writing.
1.5 General Terms & Conditions of Sale (hereinafter referred to as GCS) apply to any transactions between the Seller and the Client whose subject is both the sale of standard items (available in regular sales) and non-standard items (custom made for the Client).
1.6 GCS make an integral part of Offers and agreements concluded between the Client and the Seller.
1.7 Placing an order by the Client shall be synonymous with the acceptance of GCS in their entirety.
2.1 All quotations issued by the Seller are without commitment and are only informational approximation. Quotations constitute only commercial information concerning products and its specification as well as services provided by Seller. Quotations are NOT an offer within the meaning of article 66 of the Polish Civil Code.
2.2. All acceptance of orders and contract conclusions shall be made only according to the provisions of this General Terms & Conditions of Sale.
2.3. Supplying quotations and/or documentation does not commit the Seller to accept an order as well as quotations do not create any sales contract or obligation for both parties..
2.4 All documentation, samples, software, etc. supplied with a quotation remains Seller’s intellectual property.
2.5 Seller is authorized to refuse orders without stating a reason.
2.6 Quotations as well as electronic correspondence and remain confidential and must be accessed only by the addressee.
- SALES CONTRACT
3.1 A sales contract between the Seller and the Client is concluded if jointly:
3.1.1 the Client has sent the Order Form to the Seller in writing and the information in the Order Form is equal to the information stated in the relevant quotation(point 2 above). The signed Order Form constitutes the offer of the Client (art. 66 of Polish Civil Code) to the Seller to conclude the sales contract on the conditions stated in the Order Form
3.1.2 the Seller has accepted or confirmed the order from the Order Form – in writing or electronically to the e-mail address of the Client defined in the Order Form – within 14 days. After acceptance of the Order Form by the Seller – the sales contract is concluded. Lack of response from the Seller shall be equal to rejection of the Client’s offer.
3.2 After the conclusion of a sales contract, Seller has the right to demand an advanced payment of the total order costs.
3.3 In case the Client wants to cancel the order and the Seller agrees, the Seller is authorized to charge the Client with the expenses that have already been made during the implementation of the order. This charge shall not exceed 40% of the total order costs.
4.1 Prices are without Value Added Taxes, other government taxes and shipment costs. The final cost for the product and its delivery or for services will be extended by these costs and taxes.
4.2 Seller is authorized to charge the client with changes in supply cost.
4.3 Unless otherwise agreed, the payment conditions included in the Quotation should be stated in the Order Form to be confirmed by the Sell and apply.
4.4 The payment in advance, if provided for, is a condition for starting the order.
4.5 The date of payment is the date of receipt of the payment on Seller’s account. In case of failure to meet the payment deadline the Seller is entitled to charge interest at the statutory rate.
4.6 The Seller may grant discounts to the Client on the terms agreed with the Client. Unless expressly reserved, the Client may receive a discount on the order based on the order value or contents.
- DELIVERY AND TRANSPORT
5.1 The ordered goods are delivered to the Client by a shipping company. The moment of delivery is the moment when the ordered goods are handed over to the shipping company.
5.2 Seller’s delivery dates are only indicative, unless specified otherwise in writing. The delivery date may be changed in case of delays in delivery of cooperative elements and due to other random reasons beyond Seller’s control. Any possible postponement of the completion date, independent of Seller, will be each time agreed with the Client.
5.3 The Seller shall not be liable for losses caused by delays in delivery or production resulting from circumstances beyond its control, including but not limited to delays in production and transport, compliance with the regulations and orders of state authorities, force majeure, actions or omissions of the Purchaser, fire, strikes, factory liquidation, etc.
5.4 In case of an accountable shortcoming with the result of an impossibility to deliver within the agreed date, Seller is authorized to confer with the client on a mutual agreeable solution. In case no agreement can be reached, Seller is authorized to cancel the order. The client will have no right on further observance of the order, except for a reimbursement of material losses with a maximum of 10% of the original order costs, reduced with the costs of the goods that were already delivered.
5.5 Upon acceptance of the Subject of the Agreement, the Client is obliged, in the presence of the carrier, to check the contents of the delivery and, on pain of losing the right of claim, to determine any quantitative or qualitative deficiencies which should then be reported in transport documents. The Client is obliged to notify the Seller about the above-mentioned circumstances within a maximum of 2 working days from the delivery of the Subject of the Agreement. The Subject of the Agreement received by the Client or its carrier without reservation shall be deemed free from evident defects.
5.6 The costs of delivery to the place indicated by the Client and other additional services are determined individually in the Quotation when placing an order.
- PAYMENT AND OWNERSHIP
6.1 Payment by the client takes place accordingly with the terms agreed in the quotation accepted by the Client as a base of the purchase order and shall cover the entire order, unless otherwise agreed. If no specific conditions were set, Client should pay for the order within 14 days from placing it.
6.2 So long as the invoice is not paid in full, all delivered goods remain Seller’s property (Stipulation of the Ownership of the Thing Sold. According to article 589 of Polish Civil Code)
- INTELLECTUAL PROPERTY RIGHTS, CORTIVIEW SOFTWARE
7.1 All products, documentation, technical data, manuals, software, etc. made by the Seller during the implementation of the order, remain Seller’s inalienable intellectual property. The client is bound to use this information solely for its own, private use, and the client shall not supply and/or sell the information to anyone.
7.2 The Client is not entitled to use the brand or logos and names associated with or belonging to the Seller or to use these on his behalf as an intermediary or distributor, unless expressly indicated by the Seller in writing, under pain of the Seller’s claims for image compensation and unauthorized use of the seller’s intangible property.
7.3.In order to use any device properly it is mandatory to install dedicated computer software named “CortiView.
7.4. CortiView software is attached to all devices. The Seller grants the Client with the limited, non-exclusive, non-transferable license, without the right to sub-license, to
use CortiView as specified and regulated in the End User License Agreement. The full wording of the End User License Agreement is displayed to the user on the screen within the first use of the device. End User License Agreement must be accepted by the Client. The Client accepts that rejection to accept the End User License Agreement shall result in the impossibility to use the device, regardless of other obligations of the Parties resulting from the sales contract (e.g obligation to pay the price in full amount).
- CIRCUMSTANCES BEYOND ONE’S CONTROL (FORCE MAJEURE)
8.1 In these terms and conditions, “circumstances beyond one’s control” are understood to mean: every circumstance irrespective of the will of the contracting parties, and/or every unforeseen circumstance, as a result of which the implementation of the contract can not be reasonable expected. “Circum-stances beyond one’s control” do include: fire, natural disaster, riot and uprising, governmental action, strike, absence through illness, shipping and transport, supply of raw materials and components, and default of Seller’s subcontractors, with the result that Seller can not meet our obligations towards the client.
8.2 In case it is Seller’s judgment that the circumstance beyond our control is of a temporarily nature, Seller is authorized to postpone the implementation of the contract until the circumstance does not occur anymore.
8.3 In case it is Seller’s judgment that the circumstance beyond our control is of a permanent nature, Seller is authorized to cancel the contract. In this case, Seller is authorized to charge the client with the expenses that have already been made during the implementation of the order, until the circumstance beyond our control appeared.
- WARRANTY AND SERVICE
9.1 Considering the restrictions stated below, Seller gives 12 months warranty on its products. On some components the warranty is limited or excluded. The components, on which limited warranty applies, will be explicitly stated in the respective quotation or sales contract. The warranty is limited to errors in design and workmanship, in relation to the specifications stated by the Seller in the respective quotation and manual.
9.2 The warranty will not apply to defects resulting from normal wear and ageing, as well as defects caused by use of the products in a way that differs from the application directions given in the manual supplied with the equipment.
9.3 Any repair or modification not performed by the Seller voids the warranty, unless the Seller has approved the repair or modification in advance in writing.
9.4 If warranty service is indicated, the product should be returned to the Seller. Warranty service will normally take place at the Cortivision office in Lublin, during regular working hours. In case the client prefers warranty work to be performed on-site, Seller is authorized to charge the client with the travel and accommodation expenses.
9.5 In case a product returned for warranty service shows no defects, Seller is authorized to charge the client with our expenses.
9.6 Warranty and service availability periods start on the day of delivery as defined in 5.1.
9.7 A refund is only possible if a defect is detected in a product that is subject to a warranty and the Seller is unable to repair it. If a product covered by the warranty can be repaired, no refund is possible.
9.8 Returns are not accepted unless the return is caused by a subject to warranty. In other cases (e.g. change of will to purchase the product) the Client is not entitled to claim a refund or have the right to make other claims against the Seller.
9.9 In the event of a defect that cannot be repaired by the Seller, the Client may decide whether to refund or replace the device with a new device with equivalent functionality to original value. In some cases, it is possible to replace new devices with a higher value, provided the customer pays the difference between the value of the previous purchase (based on the invoice) and the current price for a new device (with a higher value).
9.10 The Client can contact Seller’r service department anytime via email [email protected]
10.1 Seller does not accept any liability, as far as not laid down in the Law.
10.2 Seller does not accept any liability when equipment turned out by the Seller is used in a way that differs from the application directions given in the manual supplied with the equipment. In particular Seller’s equipment is only authorized to be used on humans, if this application is explicitly stated in the respective manual.
10.3 Cortivision products are not authorized for use as critical components in life support systems. As used herein:
- a) Life support systems are systems which (1) are intended for surgical implant into the body, or (2) support or sustain life, and whose failure to perform when properly used in accordance with the instructions for use provided in the labeling can reasonable expected to result in significant injury to the user, or (3) any other patient diagnostic purposes.
- b) A critical component is any component in a life support system whose failure can be reasonable expected to cause failure of the life support device or system, or to affect its safety or effectiveness.
10.4 To the extent permitted by the laws, the Seller’s liability for all claims resulting from or arising in connection with this sales contract is limited to direct and actual damage only. Any other grounds of liability are excluded and in no event, Seller shall be liable for any consequential, incidental, indirect, special, punitive damages (e.g. loss of profits or non-obtained benefits, loss of use, business interruption, loss of information or data).
- SELLER’S RIGHT TO RENOUNCE THE SALES CONTRACT
11.1. The seller has the right to renounce the sales contract fully or partially, or to postpone the implementation of the contract, by written notice upon the occurrence of any of the following events:
11.1.1. the Client did not pay the required advance payment or has any other accountable shortcoming;
11.1.2. the Client has supplied inaccurate, or incomplete information,
11.1. 3 the Client has withheld circumstances of the kind that would have made the Seller abandon the contract should the Seller have been properly informed.
11.2. The Seller may exercise his right to renounce the sales contract within 90 days from the date of establishing the grounds for renouncing.
12.1. Any formal correspondence with the declaration of intent of any Party (e.g. termination of the Agreement, amendments to the Agreement, statement/notices, or formal complaints) is required to be made in writing.
12.2. Notwithstanding the foregoing, the Parties hereby agree that all of the technical communication (e.g. concerning the performance of this Agreement) between them can be made in electronic form (i.e. via email) as equally binding.
12.3. The relevant correspondence shall be made to the following addresses of the Parties:
1) if to Seller: Cortivision sp. z o.o. [limited liability company], al. Warszawska 47, 20-803 Lublin, Republic of Poland, e-mail: [email protected]
2) if to Client: [name, address, and e-mail address]
- Any such notice or communication shall be deemed delivered and effective if send to the described above addresses:
12.4. 1. after receipt or fourteen (14) days after sending – for the communication and notices made by registered letter or via courier,
12.4.2. after confirmation of receipt or forty-eight (48) hours after mailing – for the communication and notices made by e-mail
12.5 All communication is required to be made in the English language.
12.6. Each Party is required to immediately notify the other Party of any change of address (e-mail address included). Failing such notice, deliveries made to the most recently provided address will be considered as effectively made.
- FINAL CLAUSES
13.1 Seller’s equipment is intended for research and quality control purposes only and is not meant for patient diagnostic purposes. Seller does not accept any liability when our equipment is used for such purposes.
13.2 Polish Law, as a governing law of this GCS, shall apply to all our quotations, and contracts and the implementation thereof.
13.3 Any disputes arising shall be settled by the competent court in Poland.
13.4 The ineffectiveness of any of the above provisions shall not imply the ineffectiveness of all provisions of these General Terms and Conditions of Sale.