General Business Terms and Conditions of Eclipse S.A.
The rights and obligations of the seller and the buyer are subject to these terms and conditions, unless otherwise stated, shall be governed by relevant provisions of the Act. of the Civil Code and related regulations and the Commercial Code and related regulations of the country in which relevant eclipse company is registered.
Eclipse: Eclipse S.A. Baletowa 117, 02867 Warsaw, Poland, ID: 26161 VAT: PL5261009758 (hereinafter as “Eclipse”);
Client: Buyer - the customer - a private person or a legal entity who places order with Eclipse by phone, e-mail, in writing, by fax or in person. (hereinafter as the “Client”); (Hereinafter jointly referred to as the “Contracting parties”)
1.Rights and obligations of the Contracting parties: 1.1.Eclipse is obliged to manufacture products (event. provide services) according to the Client’s specification in order prepared by the Client and/or the offer prepared by Eclipse (hereinafter both referred to as the “Offer”) and sent to the Client. The Client is obliged to accept and overtake the goods on agreed place and pay to Eclipse in the Offer agreed price. 1.2.The Client is obliged to provide Eclipse with all assistance necessary for the proper and timely manufacturing of ordered products. In particular to deliver to Eclipse all documents and information such as printing data and colors specification (so called: Proof) at least one week before agreed delivery date. The Client understands that Eclipse is able to guarantee exact colors on final products only in case the printing data provided by the Client includes a Proof. The Proof is not part of the Offer and Eclipse can prepare the Proof for the client for additional charge of 50 EUR. 1.3.The Client understands and accepts that due to technological limitations the final product can differ in size by up to 2% from the Offer. 1.4.The communication relating to an order/offer and related information and data can be done I person, per phone or per e-mail. 1.5.The Client is obliged to confirm the Offer to Eclipse per by signing it or per e-mail. Should the client cancel the Offer after it was confirmed the Client shall pay all costs which Eclipse incurred in relation to preparation and/or manufacturing of the product(s) related to the Offer.
2.Delivery and acceptance of products: 2.1.The products are delivered to the Client as specified and agreed in the Offer. If not specified in the Offer or agreed otherwise the Client is obliged to overtake and accept the products in the seat of Eclipse. The delivery of products (or its parts) is considered the following: a) delivery/pick up of products personally by the Client on the place agreed by the Contracting parties; b) application or installation of products on agreed place; c) other way of delivery common for the type of product. 2.2.Transport of the products (or its parts) is not part of the price and if ordered by the Client will be charged by Eclipse to the Client unless otherwise agreed. 2.3.In case the Client will not overtake the goods due to Client’s own fault (e.g. the Client or by the Client authorized person is not present on the place of delivery in time of delivery; or the Client is unable to pay the agreed price for the products) is the Client obliged to carry all costs related to repeated delivery and storage of the products (or its parts). 2.4.The Client is obliged to inspect and check that the products have no defects and are in quantity according to delivery note(s) in presence of the carrier. And to inform Eclipse without undue delay about if any defects or missing parts. After signing the delivery note by the Client or a person authorized by the Client the products are considered as free from defects and delivered and later claims will not be taken into consideration with exception of products which from objective reasons do not allow to inspect the products at the time of delivery. In such cases the Client is obliged to inform Eclipse about defects not later than 24 hours after delivery of products to the Client. 2.5.Risk of damage on the products shall pass to the Client upon receipt of the products. In cases where it is agreed between Contracting parties that Eclipse will handover the goods to an external carrier then the risk of damage is transferred to the Client at the time of handover of goods to carrier. 2.6.In case of unforeseen circumstances which are outside of control of Eclipse, Eclipse is entitled to extend the date of delivery for necessary time. Eclipse is obliged to inform the Client about such circumstances immediately and agree new delivery date of products (or its parts).
3.Price: 3.1.The client agrees to pay for the products to Eclipse price agreed in the Offer (hereinafter as the “Price”). Unless otherwise stated in the Offer, the price is excluding VAT and the VAT will be added to the Price in accordance with applicable laws and regulations. 3.2.In cases when the products are delivered in partial deliveries Eclipse is entitled to obtain from the Client payments corresponding to the price of the partial delivery. 3.3.The Client agrees to pay the Price for products in one of the following methods also specified in the Offer: a) cash upon delivery of products (or its parts); b) bank transfer based on Proforma invoice; c) bank transfer based on invoice issued by Eclipse usually on the date of delivery. Standard payment terms of Eclipse are 14 days from the date of delivery of products. 3.4.In case when the products cannot be delivered to the Client on the term agreed in Offer due to reasons caused by the Client, Eclipse is entitled to issue invoice and the Client is obliged to pay the Price. Eclipse reserves the right to charge to the Client reasonable costs for storage of the products. Reasonable costs are understood rental costs which Eclipse pays for renting storage space. 3.5.In case of delay of the Client with payment of the Price according to agreed terms Eclipse is entitled to demand late payment interest of 0,05% of outstanding amount for each day of delay. The payment of interest or a contractual penalty does not affect the right of Eclipse to claim from the Client damages and other harm in full. 3.6.The Contracting parties agreed that Eclipse can deliver tax documents (invoices) also in electronic form (per e-mail).
4.Warranty: 4.1.Eclipse undertakes to deliver products (or its parts) to the Client in adequate quality and design suitable for the agreed purpose. 4.2.In case of defects of the products, the Client will make a claim according to valid laws and regulations in the state in which Eclipse has its seat unless otherwise provided in these Terms and Conditions. In case of defect of the products the Client shall proceed in accordance with the article 5.Claims of these Terms and Conditions. Regular maintenance, cleaning and similar operations cannot be a subject of warranty. 4.3.The Warranty does not cover defects of the products (or its parts) resulting from (i)use or installation which are contrary to operation instructions or general principles; (ii)non-compliance with the maintenance or operation instructions of the product; (iii)improper transportation or improper storage; (iv)improper or inadequate treatment; (v)operation in other than by manufacturer specified conditions, respectively under unusual conditions; (vi)physical damage; (vii)unavoidable event (fire, water, etc.), weather conditions, damage by lightning or electrostatic discharge; (viii)excessive mechanical wear, etc. Instructions for installation and maintenance of products are delivered with products. The products may be used only for the purposes specified in the instructions for use.
5.Claims: 5.1.In case the product (its parts) are not in accordance with the Offer at the time of product acceptance by the Client the Client is obliged to make a record or defects with the carrier and send it to Eclipse without undue delay per mail, fax or e-mail. The record must include the defect description, Offer number, Delivery note number and Invoice number. The Client will at the same time inform Eclipse per phone immediately. 5.2.In case of Claim the Client is obliged to provide acceptance document (usually delivery note) and invoice eventually by other means which prove unambiguously that the products were purchased from Eclipse. Furthermore the Client is obliged for the purpose of Claim to provide photographs of the defects and/or return the product to Eclipse if the nature of the defect or products makes it possible. Without providing evidence about claimed defects the Claim will not be accepted. 5.3.The Client will be informed about acceptance/non-acceptance of the Claim per mail, phone or e-mail not later than in ten days after submission of the Claim and appropriate documentation and/or products with defects. If the Claim is accepted it is solved by removing the defects of the products where possible eventually by replacement of products or providing reasonable discount. 5.4.In case of unjustified claim (defect is not of origin covered by the warranty) Eclipse is entitled to ask the Client to cover reasonable costs incurred in relation with examination of the Claim (e.g. transport, repair, etc.).
6.Other provisions: 6.1.The Client agrees that Eclipse will register and keep in its database information about his person/company about the Offer. Eclipse is obliged to use these information in accordance with the Personal Data Protection act valid in country of Eclipse registration. Any data provided to Eclipse by the Client in connection with the Offer are not publicly available, will be kept confidential and will not be provided to third parties or otherwise disclosed except as required in connection with the production and delivery of the products related to the offer. 6.2.Eclipse reserves the right to publish on its website a photo slide show and/or 3D objects and videos with the products manufactured for the Client unless the Client explicitly expresses that he/she does not wish the publication of the products he/she ordered. 6.3.Eclipse renounce any responsibility for the printed content. The Client is fully responsible for the content of ordered products and its compliance with applicable laws and regulation, in particular, that that the ordered products do not infringe copyright, that the content do not suppress human rights, is not against human dignity, is not discriminatory in terms of religion, creed, race or gender and does not promotes violence or any unlawful conduct. 6.4.The contract concluded on the basis of acceptance of the Offer as well as the rights and obligation arising therefrom shall be governed by the law applicable in the country of the seat of Eclipse. 6.5.Disputes arising in connection with these Terms and Conditions shall be resolved by a general court, which is locally competent court according to the seat of Eclipse. 6.6.These Terms and Conditions are inseparable part of the Offer. By accepting/confirming the Offer the Client confirms that has read understood and agrees with these Terms and Conditions regardless whether these Terms and Conditions are signed by the Client.
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