1.1. The presented General Terms and Conditions, hereinafter referred to as the „GTC”, regulate the content of all sales and delivery contracts (hereinafter referred to as the „agreement”) concluded by Adal sp. z o. o. with its registered office in Koziegłówki, ul. Lipowa 72, 42-350 Koziegłowy, registered in the National Court Register under the number 0000565530 (hereinafter referred to as „ADAL” or „Supplier”) with entrepreneurs conducting business activities (hereinafter referred to as ” Contents ” or „Orderers”)
1.2. Any changes and additions to the content of the contract in relation to these General Terms and Conditions must be made in writing under pain of invalidity.
1.3. If the Contractor uses its own contract templates, in particular general contract terms, contract templates, regulations, these templates do not apply to legal relations with ADAL, except for situations in which the Management Board of ADAL submits to the Contractor a written declaration of readiness to provide services with the waiver of the provisions GTC and the acceptance of the terms of the offer submitted by the Contractor.
1.4. All authentic, i.e. language versions of these General Terms and Conditions developed by the Supplier or at its request are binding, however, in the event of any interpretation doubts or disputes, the parties will use the Polish language version.
1.5. The version valid at the time of placing the order applies.
2.1. The prices included in the general price list constitute only the starting (base) prices of the products. Only the prices included in the order confirmation are binding.
2.2. ADAL prices are denominated in Polish zloty (PLN). In the case of intra-Community supply of goods or export of goods, prices nominated in Polish zloty are expressed in Euro according to the average exchange rate of the National Bank of Poland on the day preceding the transaction.
2.3. ADAL prices are net prices and do not include the Polish tax on goods and services and any additional fees, e.g. for the legalization of commercial and certification documents, etc. All taxes and additional fees are charged solely to the Contractor.
2.4. ADAL prices are ex- works prices . The parties may agree that ADAL will deliver the goods to the agreed location of the Contractor at the customer’s expense.
3.1. Visualization projects that are part of the offer are only computer simulations and are for illustrative purposes only. Adal is not responsible for justified deviations from the graphic design, resulting in particular from the specificity of installation locations and the specificity of the materials and structures used. The Supplier informs that all quantities of elements have been estimated initially and are subject to verification by the Ordering Party and an on-site visit to the place/places of decoration installation.
3.2. The offers are subject to commercial confidentiality. The parties undertake to keep confidential any information obtained in connection with the order, unless its disclosure is required by applicable law.
3 .3. The Customer consents to the Supplier using photos and videos of decorations made using Adal products.
3.4. All orders must be made in writing under pain of nullity and are subject to these General Terms and Conditions.
3.5. The contract is concluded on the basis of an order (request for quotation) placed by the Contractor. The order is sent electronically. Placing an order by the Contractor is tantamount to reading and accepting the Adal General Terms and Conditions.
3.6. Adal will confirm acceptance of the order within 3 days from the date of receipt of the order from the Contractor, or will inform the Contractor about the inability to accept the order, indicating the reasons. Lack of Adal’s declaration within the above deadline means that the order has not been accepted and the contract has not been concluded. After concluding the contract, the ordering party has no right to withdraw from it, except for the cases referred to in applicable law. Total or partial termination of the contract, including limitation of delivery, each time requires the Supplier’s consent in writing.
3.7. By making a declaration that it is impossible to accept the order, Adal may submit to the Contractor modified terms of order execution (counter-offer).
3.8. The contract is concluded when Adal delivers the order confirmation to the Contractor (acceptance of the offer). The commercial terms and conditions presented by the Supplier in the offers are developed for orders covering the entire offer. Any change in the type, parameters or quantity of goods may result in a change in prices and other commercial terms.
3.9. All catalogues, folders, presentations, etc. materials of the Supplier, including those bearing the features of an offer (including the name „offer”), addressed both to the general public and to a specific Ordering Party: are subject to information confidentiality, are for informational purposes only and not binding on the Supplier, constituting only an invitation to place orders by Ordering Parties, based on the descriptions of goods declared therein and the terms of delivery, including prices. In no case do they constitute an offer within the meaning of Art. 66 et seq. of the Civil Code, unless the Supplier expressly agrees in writing to such treatment.
4.1. The completion date, binding on both parties, is the date indicated by Adal in the order confirmation. The completion date is deemed to have been met when the goods (product) have been received at the ADAL warehouse no later than on the date specified as the deadline in the order confirmation, and the Contractor has been notified about the readiness of the goods for collection.
4.2. Adal is not liable if the release of goods or products is impossible or delayed for reasons beyond its control, such as: force majeure, strikes, road blocks, riots, shortages in electricity supplies, delays in deliveries from cooperators. In such situations, the delivery date is automatically extended by the duration of the event, but no longer than by one month. Adal is obliged to immediately inform the Contractor about the reasons for the delay or impossibility of delivery, at the same time providing a predictable delivery date.
4.3. If the situation described in point 4.2 occurs, the Contractor is entitled to withdraw from the contract, but only after the extended deadline. If the contract provided for the partial release of goods (products), the withdrawal may only apply to the part of the contract that has not yet been performed. In the event of withdrawal from the contract, the Contractor is not entitled to any claims against ADAL, in particular claims for damages.
4.4. If the delivery date is disrupted or delayed as a result of the Contractor’s actions, the additional costs incurred for Adal or the Contractor as a result are borne solely by the Contractor, and the delivery date is extended accordingly.
4.5. The Supplier reserves the right to make justified changes to the designed decorations by replacing some decoration elements with elements of the same material, aesthetic and utility value and of the same nature (in the same colors and the same shape), but without changing the nature of these decorations. The Supplier will inform the Ordering Party about any changes
5.1. If the shipment of goods or products is carried out by a carrier at the request of the Contractor, the risk of loss, destruction or damage to the goods (product) is transferred to the Contractor at the time of release of the goods from the Adal warehouse to the carrier. If the Contractor collects the goods (product) with his own means of transport, the risk of loss, destruction or damage to the goods (product) is transferred to the Buyer when the goods (product) are released from the Adal warehouse.
5.2. If the shipment of goods (products) is carried out by the carrier on ADAL’s request, the risk of loss, destruction or damage to the goods (products) is transferred to the Contractor when he receives the shipment from the carrier. If, upon receipt of the goods (product) from the carrier, the Contractor finds discrepancies between the quantity specified in the consignment note and the actual quantity, or finds that the shipment has been damaged or tampered with, he is obliged to enter his reservations in the CMR form and notify ADAL immediately. Failure to fulfill the above obligation by the Contractor is tantamount to waiving his rights to make a complaint due to physical defects of the goods in the event of damage or to demand compensation for any quantitative differences between the actual condition and the one resulting from the invoice.
6.1. The Adal invoice is delivered to the Contractor upon the release of the goods (product) that applies to. If the goods (product) are issued in batches, an invoice is issued for each batch.
6.2. The payment date is always included by ADAL on the invoice. The payment period starts from the date of delivery of the invoice. Adal reserves the right to choose the form of payment and may also make the execution of the order conditional on the Contractor making an advance payment for the ordered goods (product) or making an advance payment in the amount agreed between the parties. In such a situation, ADAL’s commencement of the contract depends on making a prepayment or making an advance payment within the time and amount indicated by ADAL. A delay in the payment of an advance payment or prepayment lasting longer than 14 days entitles ADAL to withdraw from the contract in whole or in part or to change the order completion date. This withdrawal does not result in any claims for the Contractor, in particular claims for damages.
6.3. Payment is deemed to have been made on the day the transfer amount is credited to the ADAL bank account specified in the invoice.
6.5. The goods (product) that are the subject of the contract are the property of ADAL until the full purchase price together with any additional liabilities is paid.
7.1. ADAL assures the Contractor of good quality and no physical defects of the goods (products) it offers. Adal is liable to the Contractor when the goods (product) have a defect that reduces its value or usefulness due to the purpose specified in the contract, or resulting from the circumstances or the purpose of the goods (product), if the goods (product) do not have the properties of which he assured the Contractor, or if the goods (product) were delivered to the Contractor in an incomplete condition (warranty for physical defects).
7.2. Adal is not liable under the warranty for physical defects that occurred after the risk referred to in points 5.1 – 5.2 was transferred to the Contractor, unless the defects resulted from a cause already present in the goods (product).
7.3. The Supplier provides a warranty to the extent and for the period depending on the subject of the order.
7.4. The warranty also applies to materials and devices that will be manufactured and replaced as part of the repair of warranty defects. In such a case, the expiry of the warranty period for a given material or device will be extended by the time of removing the defect, repairing or replacing the defective element, material or device.
7.5. The warranty covers defects caused by errors in design or workmanship or material defects. The Supplier shall not be liable under the warranty if the defect results from improper use or use of the goods, and in particular is related to violation of the rules of their proper operation, storage, movement, as well as installation and assembly (if it is the responsibility of the Ordering Party).
7.6. The warranty does not cover obvious defects that the Ordering Party could have identified (while exercising due diligence) at the time of handing over the goods to him, including fulfilling the obligation to collect and examine them.
7.7. The warranty does not cover mechanical damage caused by third parties, for which the Supplier is not responsible.
7.8. The Ordering Party is required to submit a written warranty claim to adal@adal.net.pl within 7 days and a copy to the e-mail address of person handling the order. The minimum content of the notification should include data identifying the goods (sales invoice number, the defect detection date and a detailed description of the defect itself, as well as the circumstances of its disclosure and photos). The Ordering Party is obliged to deliver the element covered by the warranty application to the Supplier’s office.
7.9. The Supplier undertakes to remove the reported defect no later than within 3 days from the date of delivery of the damaged element to the Supplier’s office, unless removal of the defect will not be possible in the above-mentioned time due to technical reasons. In such a case, the Supplier will indicate the deadline for removing the defect within 3 days from the date of receipt of the notification.
7.10 All costs related to disassembly and delivery of the warranty item to the Supplier’s office and delivery of the warranty item after repair to the Ordering Party and its reassembly are borne by the Supplier. The costs of disassembly, assembly and delivery re-invoiced by the Ordering Party to the Supplier will be in line with market rates for the above-mentioned works. By agreement of the parties, the Supplier may perform warranty repairs at the implementation site. In such a case, the work is carried out in accordance with the provisions regarding the installation of decorations by the Supplier. If the Supplier decides that the item is not subject to warranty repair, all costs shall be borne by the Ordering Party.
7.11. According to the Supplier’s Warranty Document, the condition for the Ordering Party to claim the warranty rights is the assembly, disassembly and maintenance of the subject of the contract by the Supplier or persons indicated by him (unless the parties have made separate arrangements in writing) and compliance with the guidelines of the Decoration Operation Manual. The subject of the contract must also be stored in accordance with the Supplier’s recommendations.
7.12. The warranty does not cover wear and tear of materials resulting from normal use (including changes in the color of PVC elements and fabrics, changes in light parameters due to the light source burning out, etc.).
7.13 The warranty for external decoration elements does not cover damage resulting from force majeure (wind above 17.2 m/s, temperature below -25°C)
7.14 The Supplier may also undertake to provide post-warranty maintenance services on separately agreed terms.
Agreement the retention of title of ownership rights to goods in a comprehensive form
8.1. The goods delivered to the buyer by the seller remain the property of the seller until all obligations resulting from the commercial agreements between the parties have been settled by the buyer towards the seller. If payments are settled within open accounts, the retention of title becomes effective upon receipt of funds in the account/balancing of the account.
8.2. In the event that the sold goods are processed, combined or mixed with others, it is agreed that the seller becomes the co-owner of the newly created item.
8.3. In the event of further sale of goods that have not been paid for, it is agreed that the receivable resulting from this fact is transferred to the seller – up to the amount of the invoice value.
8.4. In order to secure the rights of the seller, the buyer already now assigns his future claims arising from the resale of the reserved goods to the seller by accepting this. The same applies to other claims that replace the reserved goods or otherwise arise in connection with the reserved goods, such as balance claims, insurance claims or claims in tort in the event of loss or destruction.
8.5. Until the price for the Goods has been paid in full, the Buyer shall be fully liable for any damage, shortages or loss (total or partial) of the Goods.
8.6. The right to resell expires at the time of its revocation by the Seller if the Buyer is in arrears with payments by at least 14 days in relation to the agreed payment terms, whereby the delay in payments for any goods purchased by the Buyer from the Seller within the framework of the business cooperation between the parties is taken into account here.
8.7. The retention of title to the goods in the above comprehensive scope applies to both current and future deliveries of goods in accordance with the terms of the business agreement known to us.
9.1. The General Terms and Conditions are made available to the Contractor in the form of an electronic file in a commonly used format (e.g. PDF), which the Contractor can download from the ADAL website (www.adal.net.pl) or receive as an attachment to an e-mail sent by ADAL in correspondence regarding the contract.
9.2. ADAL is authorized to collect and process personal data received from the Contractor and its representatives as part of commercial relations, to the extent necessary for the continuation of commercial cooperation.
9.3. The court competent to resolve disputes arising from the content of the General Terms and Conditions or the implementation of a contract concluded on the basis of the General Terms and Conditions is the District Court in Częstochowa.
9.4. If any provision of these General Terms and Conditions turns out to be invalid in whole or in part, this fact shall in no way affect the validity and binding force of the remaining provisions of these General Terms and Conditions.
