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OEMSYS Sp. Z o.o.   
Terms and Conditions of Sale
1. Definition, scope of validity
The business relationship between the customer (Purchaser) and OEMSYS (Seller) shall exclusively be governed by these terms and conditions for sale as provided below. This shall also apply to any future deliveries, services and offers. They are accepted by Purchaser upon placement of the order, no later, however, than on acceptance of the first delivery or performance of service. They shall apply for the duration of the entire business relationship in their relevant current version. In these Terms and Conditions of Sale, the seller of the products means OEMSYS Sp. Z o.o.   Fabryczna 1 34-600 Limanowa Poland.  The term ?Purchaser? means the party who purchases or agrees to purchase OEMSYS products, The following terms and conditions of sale are the only terms and conditions upon which OEMSYS is prepared to sell products to Purchasers and they shall govern the contract to the entire exclusion of any and all other terms and conditions. These conditions are concluded when our written confirmation of order has been received. The conditions of sale and delivery are binding in all cases. Different conditions laid down by the Purchaser are only valid when they have been expressly accepted by OEMSYS in writing. The Terms apply exclusively. Terms & conditions of the Purchaser which oppose or deviate from these Terms shall not be recognized by OEMSYS, save OEMSYS has expressly accepted their validity in writing. The Terms apply even if OEMSYS unconditionally executes a delivery to the Purchaser while it is in the knowledge of terms and conditions of the Purchaser which oppose or deviate from the Terms. Agreements or side letters shall only be effective when confirmed in writing by OEMSYS.
2. Prices
The prices of products sold by OEMSYS to Purchaser will be OEMSYS? applicable published prices in effect at the time Purchaser's purchase order is accepted by OEMSYS, or such prices quoted by a OEMSYS authorized representative; provided, however, OEMSYS may change the prices of products at anytime and for any reason prior to shipment. Written quotations expire automatically thirty (30) days from the date issued and are subject to change or termination prior to Purchaser's acceptance during that period. ˇ 
3. Taxes
All prices for products are exclusive of, and Purchaser agrees to pay any and all excise, sales, use, transfer, personal property and/or value-added tax (VAT), import duty and any and all other taxes and duties imposed by any national, federal, state, municipal or other governmental authority with respect to the products or their sale, excepting only taxes based on OEMSYS? income. ˇPurchaser must obtain and provide OEMSYS any certificate of exemption or similar document required for any tax relief or exemption.ˇ 
4. Delivery of goods
Deliveries shall be made ex-works for the account and at the expense of the Purchaser. If goods are kept in stock for the sole disposal of the Purchaser (call off items), the Purchaser shall be in default if, without being reminded, he fails to take delivery of such goods within the agreed period.
5. Delivery time
The delivery dates or delivery periods stated in the order confirmation indicate the earliest possible delivery time and are without obligation. Set calendar delivery dates shall only be binding if they have been expressly confirmed in writing. Delivery periods shall commence on the day on which the order confirmation is dispatched, however not before the submission of any documents, approvals, clearances to be furnished by the Purchaser or before receipt of any agreed deposit payment. The delivery period is met once the goods have left the factory or notice is given that they are ready for shipment.
6. Passing of risk 
The risk of goods becoming damaged or lost shall pass to the Purchaser as soon as the goods have left OEMSYS facilities, this also being the case if part shipments are made. If the OEMSYS has undertaken to deliver the goods to the Purchaser, the Purchaser shall bear the risk of transportation even if Incoterms to the contrary are agreed. If shipment is delayed for circumstances for which the Purchaser is responsible, the risk shall pass to the Purchaser as from the day on which the goods are ready for shipment. Goods shall be stored on the Purchaser's account and at the Purchaser's risk. Items delivered must be accepted by the Purchaser without prejudice to the Purchaser's rights. 
7. Shipping
If not alternatively stated in the order confirmation, the Purchaser shall shoulder the delivery costs. Shipping shall be at the risk and expense of the Purchaser. The same applies to returned merchandise. Transportation packaging and all other forms of packaging will not be taken back.
8. Terms of payment
Unless otherwise agreed, all payments shall be due in the full amount upon delivery or upon acceptance of delivery. Without further notification, the Purchaser shall be in arrears 30 days after the due date if payment is not made. OEMSYS grants 2% discount on payments made within 7 days of the invoice date provided the Purchaser is not in arrears with the settlement of accounts receivables from preceding consignments of goods at the time of payment. If payment, or also part thereof, is not received by OEMSYS within 30 days, the Purchaser shall not be entitled to cash discount. Bills of exchange will only be accepted on the basis of written agreement and only on account of performance without liability for protest. The Purchaser may not offset counterclaims and has no right of retention on the basis of these claims unless the Purchaser's claims are undisputed or final and absolute.
9. Cancellations
If Purchaser cancels an order for any reason, fails or refuses, or for any reason is unable to accept delivery of any of the products it has ordered, or if Purchaser requests the diversion of a delivery from OEMSYS, Purchaser shall be liable for and pay to OEMSYS, promptly on demand, the full purchase price and all costs and expenses incurred by OEMSYS in filling and shipping Purchaser?s order or by reason of such diversion, including costs of demurrage and storage.
10. Installation or Maintenance
Unless otherwise specified in writing on a quotation provided by an authorized representative of OEMSYS, Purchaser assumes responsibility for installation of the products and for any required maintenance on the products.
11. Proprietary Rights
OEMSYS shall retain all rights to technical data and information, technical processes and business methods, whether patentable or not, arising out of or evolving as a result of OEMSYS rendering engineering services (including installation) to, designing systems and/or products for Purchaser.ˇˇAll exchanged information with the purchaser, regardless of being marked as ?confidential? or not, remains the sole property of OEMSYS. ˇˇ 
12. Foreign contractual partners
Insofar as the contractual partner's subsidiary is located outside of Poland, the aforementioned provisions shall, in the absence of alternative provisions herein, apply and be interpreted exclusively in accordance with Polish law.  
13. Compliance 
Purchaser shall comply with all applicable governmental laws, ordinances, codes, rules, regulations and orders in its performance hereunder, and shall obtain all permits or licenses required in connection with the purchase, transfer, shipment, installation or use of any of the products. 
14. Resale clause
The goods supplied may only be exported to those countries for which written clearance is given. Without consent, the Purchaser must not sell to Purchasers known to have the intention of exporting the goods. This ban shall only apply if and to the extent by which it is covered by the EU Commission's notice on agreements of minor significance. In cases where goods are delivered abroad, the Purchaser shall bear any risk arising from the applicability of laws and statutes in force abroad.
15. Purchaser Indemnity
Purchaser agrees to defend, indemnify and hold OEMSYS harmless from any and all liability, and to pay all costs and attorney's fees, for injury or damage to persons or property caused in any manner by the products while in possession or under the control of Purchaser or Purchaser's customer except as expressly set forth elsewhere in these Conditions.ˇ
16. Storage of Data
The Purchaser is hereby informed that all data referring to him and arising from the business relationship is stored by our electronic data processing systems and is passed on exclusively to persons rendering services regarding the execution of orders. This also applies to personal data in the meaning of Polish laws for Data Protection Act.
17. Inspection and Acceptance of products
Final inspection and acceptance of products provided under this Contract shall be made by Purchaser within fourteen (14) days of receipt of the products at Purchaser's facility, except in the case where Purchaser?s source inspector or authorized representative inspects the Goods at Seller?s facility.  Failure of Purchaser to inspect and reject in writing said products within the above time period (where source inspection is not applicable) shall be deemed to mean acceptance has occurred.  
18. Assignment
Purchaser may not delegate any duties nor assign any rights or claims hereunder without OEMSYS? prior written consent, and any such attempted delegation or assignment shall be void.  
19. Reservation of Title and Security Interest
Title of the goods delivered shall remain with OEMSYS until the purchase price has been paid in full. If the Purchaser is an entrepreneur, the title of the goods delivered shall remain with OEMSYS until the purchase price and all open claims resulting from the business relation with the Purchaser have been settled in full, including future claims and including obligations resulting from cheques and bills of exchange created in connection with the business relation. This reservation of title shall not be affected by certain claims being included in a current account, or in cases where an account balance is established and has been accepted. In such case the reservation of title shall constitute security for the resulting balance in our favour. The reservation of title shall expire with the settlement of these current account balance claims. 
Purchaser shall treat carefully and maintain the goods subject to reservation of title. If the Purchaser is an entrepreneur, he shall inform OEMSYS immediately of any access of a third party to the goods, such as in case of any seizure, and of any damage to or loss of the goods. Goods covered by this reservation of title shall not be pawned or assigned for security. If the Purchaser is an entrepreneur, he shall only be entitled to resell the goods if this occurs within the ordinary course of business. This right shall cease immediately if an application for the initiation of insolvency proceedings is filed or a compulsory settlement of debts (Sequestration) with regard to the assets of the Purchaser is ordered. Purchaser shall inform OEMSYS without undue delay of any change of the immediate control over the goods and of any change of Purchaser?s residential address. If the Purchaser is not an entrepreneur, he shall notify OEMSYS of a change of residential address as long as the reservation of title exists.
20. Warranty
OEMSYS warrants that the products provided to the Purchaser shall for a period of one (1) year from the date of  delivery from OEMSYS facility (?Warranty Period?) meet the specifications for the products if any provided by OEMSYS and be free from defects in workmanship and material.  
In the event that the Purchaser is an entrepreneur, obvious defects must be reported to OEMSYS in writing immediately after delivery of the goods. Hidden defects must also be reported in writing immediately after their discovery. In the event that the Purchaser is not an entrepreneur, obvious defects shall be reported to OEMSYS in writing no later than within 2 weeks after delivery or performance; posting the notification within the time limit is deemed sufficient.
If the Purchaser is an entrepreneur and if the delivery or performance is defective, we shall, at our discretion, either rectify the defect or replace the defective object of delivery with one that is free of defects. If the Purchaser is a consumer, he is entitled to choose between the rectification of the defect and the delivery of an object free of defects. We shall be entitled to refuse the type of supplementary performance chosen by Purchaser if this is only possible at a disproportionate expense. If the other form of supplementary performance is only possible at disproportionate expense, we may also refuse this form. The right to reject the supplementary performance entirely shall also be applicable for OEMSYS towards Purchasers who are entrepreneurs. If the Purchaser is an entrepreneur, he shall return the object of delivery to OEMSYS for the purpose of rectification of defects at Purchaser?s costs and Purchaser?s risk. We shall, in no case, be liable for costs which result from the fact that the object of Purchase has been moved to a location different from the place of performance. At our discretion, we shall have the right to rectify the defects on the premises of the Purchaser. 
If the Purchaser is an entrepreneur, OEMSYS?s liability for products supplied by third parties shall be limited to assignment of the claims which we have against the supplier of such products, provided, however, that, when effecting such assignment, we shall make available to Purchaser all details available to OEMSYS regarding the supplier which enable Purchaser to pursue its claim. 
In the event that repair or replacement or rectification of the performance is ultimately unsuccessful, or in the event of a rejection of the supplementary performance due to disproportionate expense Purchaser has the right either to reduce the consideration or withdraw from the contract. The right to withdraw from the contract shall be excluded in case of only minor defects.
In the event that the Purchaser decides to withdraw from the contract due to a defect in quality or defect in title, and after a failed supplementary performance, Purchaser shall not be entitled to any compensation claims regarding the defect, In the event that the Purchaser decides to claim damages after repair/replacement was ultimately unsuccessful, the goods shall remain with the Purchaser unless this is to be considered unreasonable for Purchaser. The damage claim shall be limited to the difference between the purchase price and the value of the defective goods if the Purchaser is an entrepreneur. That shall not apply if the breach of contract was caused fraudulently.
If the Purchaser is an entrepreneur, in the event of a defective assembly instruction, we shall merely be obliged to provide a correct assembly instruction, and only if the goods were not assembled correctly.
Warranty exclusions:
If, however, upon inspection of any of the products to which this warranty applies, OEMSYS determines that a claimed defect resulted from either normal wear and tear, including corrosion or installation and/or maintenance by Purchaser or a third party or misuse or abuse, whether willful or negligent, of any of the products by any person other than OEMSYS or modifications, alterations, service, repair or replacement made by Purchaser or a third party during the warranty period that were not requested or authorized by OEMSYS; (a) any combination or use of the products with any incompatible equipment or ancillary products that may be connected to the products; (b) failure of Purchaser to maintain environmental conditions in accordance with OEMSYS specifications or instructions, including but not limited to, adequate electrical power, temperature and humidity control; (c) failure to follow all instructions provided by OEMSYS (whether oral or written); (d) customized equipment manufactured by third parties for incorporation into any of the products; (e) defects or errors in any custom specifications provided by Purchaser; (f) causes beyond OEMSYS reasonable control; or (g) causes other than our workmanship or materials, then the warranty shall be null and void and cease to apply.  OEMSYS shall have the sole right to determine whether products are actually defective and the cause of the alleged defect.   
No employee or agent of OEMSYS, other than an officier or other authorized representative of OEMSYS, is authorized to make any warranty in addtion to the foregoing without limiting the foregoing, OEMSYS does not warrant that the products will be suitable for Purchaser?s specific needs, will work in any particular environment, will perform without interruption or be error free, or will work in conjunction with Purchaser?s equipment.
21. Liability
All claims by the Purchaser except those expressly outlined in these conditions, regardless of the legal reason for their being made, in particular not expressly stated reasons for claims for damages, reduction or withdrawal from the contract, are excluded. Under no circumstance may the Purchaser claim for damages if the defect has not occurred in the goods delivered, for example, loss of production, loss of benefits, loss of orders or profit, or any other direct or indirect losses. These restrictions do not apply in the event of illegal intentions or sheer negligence on our part, but they do apply to illegal intentions or sheer negligence on the part of auxiliary persons OEMSYS, maximum liability shall not exceed the price paid by the Purchaser for the products that gave rise to any such liability. This paragraph shall survive any termination or expirations of the contract and shall apply regardless of the basis of the Purchaser?s claim, be it in contract, warranty, tort or otherwise. The remedies of Purchaser contained in this contract are exclusive and lieu of any other remedies available to Purchaser under applicable law.
22. Place of Fulfilment, Legal Venue and Applicable Law
Place of fulfilment of delivery and payment shall be Limanova. The valid law shall be the law of Poland, excluding the conflict of law provisions. The application of UN Convention on Contracts on the International Sale of Goods (CISG) shall be excluded. The exclusive venue for business transactions with entrepreneurs, legal entities of public law or public fund assets is Krakow. OEMSYS shall, however, also have the right to file claims at any other venue as provided by law.
23. Escape clause
Should individual provisions of these General Terms and Conditions of Sale, Delivery and Payment be or become ineffective, this shall not affect the validity of the remaining provisions. This is the complete and exclusive statement of the agreement between OEMSYS and Purchaser with respect to Purchaser?s purchase of the products.  No waiver, consent, modification, amendment or change of the terms contained herein shall be binding unless in writing and signed by OEMSYS and Purchaser.
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