GENERAL TERMS AND CONDITIONS OF HESTER
These General Terms and Conditions set out the rules for concluding and conducting commercial transactions between business entities placing orders for goods or services offered by:
HESTER Limited Liability Company with its registered office in Pieszyce, entered into the Register of Entrepreneurs of the National Court Register by the District Court for Wrocław Fabryczna in Wrocław, IX Commercial Division of the National Court Register under the number KRS0000196463, Sienkiewicza 7 Street, 58-250 Pieszyce, with the tax identification number NIP: 8821851683 and the statistical number REGON 891101840, hereinafter referred to as HESTER.
These General Terms and Conditions (GTC) are posted on the website at www.hester.pl in such a way as to guarantee Contractors full access to their content, in order to enable them to become familiar with their content before deciding to place an order for goods or services offered by HESTER At the same time, each Contractor, regardless of the method of contact with HESTER, is informed about these General Terms and Conditions and the possibility of familiarizing themselves with them Content. Any placing of an order is tantamount to the acceptance of the terms and conditions by the Contractor, unless in the content of the offer the parties (in accordance with the rules of representation resulting from the data disclosed in the relevant register) they clearly indicate a different way of regulating specific rights and obligations.
CONCLUSION OF THE CONTRACT
All information about goods and services published on the www.hester.pl website is only commercial information about goods and services that can be purchased from HESTER and does not constitute an offer within the meaning of the provisions of the Polish Civil Code. In both international and intra-community transactions, the default contract rule is EX WORKS under Incoterms 2020. In connection with the above, the place of delivery (delivery of goods to the Contractor) is the HESTER warehouse in Pieszyce, unless other Incoterms 2020 contract conditions are included in the content of the offer or a separate agreement. The law applicable to the concluded contracts is the Polish law. If the rules of the EXW Incoterms 2020 contract are not satisfactory for the Contractor, the Contractor may formulate an RFP /in order to conclude a commercial transaction on other terms/ and send this inquiry by e-mail or letter to HESTER. Depending on the Contractor’s needs, HESTER will present possible transaction parameters corresponding to the data contained on the website or deviating from these data.
All talks and exchange of paper or electronic correspondence regarding the terms of the transaction are negotiations and do not constitute a binding offer. Once all the elements of the transaction have been finally determined, HESTER formulates an offer, which is sent to the Counterparty electronically. Only an electronic letter (e-mail) or a traditional letter entitled “Offer” constitutes an offer within the meaning of the regulations. In the absence of additional other markings in the contract, either in the offer or on the invoice, the EXW Incoterms 2020 shall apply.
In the case of orders for goods or services that are not available on the website (individual orders), HESTER reserves the right to request the conclusion of a written contract specifying in detail the terms of the commercial transaction.
Hester reserves the possibility of a difference of plus / minus 3% between the nominal quantity of goods delivered by HESTER and the quantity of goods ordered by the Contractor (Acceptable Difference). The invoice for the delivery will amount to the quantity of goods actually delivered to the Contractor, taking into account the permissible differences referred to above.
Sketches, designs, designs in CAD / CAM / DWG, CDR, PDF, etc., samples, patterns, stencils, and sample prints ordered by the Contractor are made at the Contractor’s expense and risk. Before placing an order for the appropriate number of serial products, the Contractor is obliged to verify the correctness of the sample semi-finished products, materials, prints, patterns (designs) and prototypes sent for validation.
HESTER is not responsible for patterns, samples, designs and prototypes lost during shipment. HESTER is not responsible for printing errors that did not occur in the production process due to technical defects after the written acceptance of the design or after the validation of the pattern/prototype by the Contractor.
SALARY & PAYMENTS
The parties are bound by the amount of remuneration or the amount of the price indicated in the offer accepted by the Contractor. The amounts indicated in the Offer are net amounts and do not include the costs of transport and packaging (pallets) as well as insurance, VAT at the rate applicable on the day of sale and customs duties at the place of delivery, etc.
The costs of making sketches, designs, samples, patterns, sample books and sample prints, prototypes, are charged to the Contractor who ordered their production. HESTER reserves the right to demand an advance payment of 40% of the value of such an order.
The deadline for the execution of the commercial transaction is counted from the date of posting the amount of the advance payment referred to above to the HESTER bank account. Until the full purchase price of the subject of the contract is paid, HESTER remains the sole owner of the subject of the transaction.
In the event of the Contractor’s delay in the payment of the invoice for more than 30 days from the payment date indicated in its content, HESTER will be entitled to interest in the statutory amount as for commercial transactions and flat-rate costs of pursuing overdue receivables in the amount specified in separate provisions of the Act of 8 March 2013 on counteracting excessive delays in commercial transactions, implemented on the basis of Directive 2011/7/EU of the European Parliament and of the Council of Council of 16 February 2011 on combating late payment in commercial transactions. Flat-rate costs of pursuing overdue receivables will be due on each invoice not paid on time.
HESTER holds exclusive copyrights to the products, offers, designs, drawings, designs and other documents, including electronic documents, which it offers.
The Contractor is not entitled to pass on the above-mentioned documents to third parties without the written consent of HESTER.
If HESTER delivers goods on the basis of the Contractor’s specifications or guidelines, or on the basis of the Contractor’s design documentation, the Contractor remains the owner of the goods and is solely responsible for ensuring that the rights of third parties are not infringed in connection with the performance of the order by HESTER and in connection with the transaction.
TRANSACTION EXECUTION, TRANSPORT, COLLECTION
HESTER will notify the Contractor of its readiness to collect the subject of the transaction in writing or via e-mail. The contractor may not refuse to accept or partially return the delivery. HESTER reserves the right to change/extend the deadline for the execution of a commercial transaction if it is due to reasons beyond HESTER’s control (such as epidemics, natural disasters, martial law, etc.). A change in the date of execution of a commercial transaction does not constitute a basis for withdrawal from the agreement by the Contractor, nor a basis for claims for damages. In the case of long-term orders, executed successively, HESTER reserves the right to refrain from issuing another batch of goods until the full value of the invoices for the previously issued goods has been paid. The execution of the transaction may be subject to the payment of an advance payment. Return of the subject of the transaction is possible only on the basis of the written consent of HESTER. The subject of the contract is collected/handed over at HESTER’s headquarters in accordance with the EX WORKS INCOTERMS 2020 contractual rules, unless otherwise stipulated in the contract. Upon receipt/delivery/subject of the order, the risk related to the goods and their transport is transferred to the Contractor. In the event that the Contractor resigns from personal collection of the subject of the order and requests that it be sent to the address provided, the qualitative and quantitative acceptance shall be deemed to have been made in the HESTER warehouse, and the transport shall take place in the manner indicated by the Contractor, at the Contractor’s expense and risk. The transport of goods is carried out at the expense and risk of the Contractor whenever it is necessary, regardless of the reasons for this necessity, including in the complaint procedure. Return of goods at HESTER’s call is at the expense and risk of the Contractor.
WARRANTY, WARRANTY AND COMPLAINTS
The use and application of HESTER products requires strict adherence to the installation rules and technical requirements of HESTER. HESTER declares that it does not accept any liability for damage caused by improper assembly or disassembly of the products, as well as their use contrary to their intended use, instructions for use or technical requirements.
HESTER is obliged to instruct or demonstrate how to apply and use the products only at the request of the Contractor reported in the content of the order or additionally stipulated in the contract. Instruction on how to use or demonstration shall take place at the registered office of HESTER in Pieszyce on a date jointly agreed by the Parties, or by means of an electronic audio-video transmission on a date jointly agreed by the Parties.
If the Contractor does not request instruction or demonstration, it may not invoke a lack of knowledge in this respect in the complaint procedure.
In the case of the execution of an order consisting in the production, transformation or adaptation of items according to a pattern, design or other data provided by the Contractor, HESTER is solely responsible for the compliance of the manufactured product with the design, design or data provided.
Once the design has been accepted or the prototype has been validated, HESTER is not responsible for adapting or modifying the ordered serial products with respect to other products for which HESTER products are packaging or transport packaging.
HESTER products made of materials, laminates, foams, steel, aluminum, and all kinds of plastics, manufactured from materials supplied by HESTER’s suppliers, are covered by a three-month quality guarantee.
The warranty covers only defects in the materials from which the final product is made, the quality of sewing and the quality of assembly. The warranty does not cover mechanical damage or damage caused by the use of the products, and in particular by using the product for other than its intended purpose. The warranty also does not cover damage caused in an environment harmful to metals and plastics (acids, alkalis, salts, oils, petroleum products, high temperatures, magnetic field or induction current) and as a result of natural forces on the products.
HESTER is not responsible for the quality of the parameters of the product components supplied by subcontractors if these parameters were known to the Contractor in advance or at the time of confirmation of the offer.
In the event of finding defects in the subject of the transaction, the Contractor does not have the right to return the goods, but the Contractor has the right to pursue its claims in the complaint procedure. A complaint may only be submitted in writing, with a description of the objections raised. The effectiveness of the complaint and the commencement of the time limit for its consideration depends on the Contractor attaching to the complaint form a copy or the original proof of purchase – an invoice with an indication of the bank account and in what amount and when the payment was made under such an invoice.
If the complaint is accepted, HESTER will deliver a repaired or new, defect-free item of the order, the right to demand a price reduction is excluded. Slight deviations from the shade of color, pattern, design, weight and quantity are not grounds for filing a complaint.
HESTER may process the Contractor’s personal data necessary to establish, shape the content, amend and terminate the contract or exercise the Contractor’s rights resulting from the complaint. HESTER undertakes to use the personal data provided by the Contractor in accordance with the applicable General Data Protection Regulation (GDPR). Polish law shall apply to the execution of all transactions involving HESTER, including in particular to the resolution of disputes arising from their implementation. Any disputes arising from the application of the T&Cs shall be resolved by the competent common court, the District Court in Dzierżoniów or the District Court in Świdnica (depending on the value of the claims). In all matters not covered by the T&Cs, the provisions of the Polish Civil Code and the international trade rules Incoterms 2020 for the EX WORKS (EXW) formula apply.
In the event of any discrepancies in interpretation between the language versions of these Terms and Conditions, the parties shall be bound by the Polish version of the General Terms and Conditions.