General terms and conditions of sale

FANECO Limited Liability Company Ltd. with its registered seat in Poznań (61-701) 1/16 Aleksandra Fredry St., Poland, registered in the Register of Entrepreneurs of the National Court Register under the number 0000622628, NIP: 7781342896, REGON: 631265483 is the Seller of the Goods offered on the basis of these terms and conditions and acts on its own behalf. The presented Terms and Conditions of Sale (GTS) define the rules of concluding sales contracts (hereinafter: Contracts) between the Seller and Customers (B2B counterparties), as well as rights and obligations of the Parties resulting from these Contracts. In particular, the relevant provisions of the Civil Code shall apply unless the provisions of generally applicable law provide otherwise.

Definitions

  • Seller – FANECO Spółka z ograniczoną odpowiedzialnością Sp. k. with its registered office in Poznań (61-701) 1/16 Aleksandra Fredry Street, Poland, acting as a supplier of the Goods.
  • Customer – a business entity (legal person or organizational unit) making an order with the Seller.
  • Goods – products offered by the Seller in accordance with the applicable price list or individual offer.
  • Contract – a contract for the sale of Goods concluded between the Seller and the Customer on the terms and conditions set forth in these GTS and applicable laws.
  • Order – an offer to purchase specific quantities of Goods made by the Customer in writing or electronically (e-mail, fax). The order becomes binding for the Seller after its written confirmation.
  • Delivery – activities consisting of making the Goods available to the Customer and their physical transfer at the place agreed upon by the Parties, in accordance with the selected terms of delivery (INCOTERMS® 2020).
  • Incoterms® 2020 rules – international standards defining the rules of delivery of goods, including the terms of clearance, place and moment of transfer of risk (e.g. EXW, DAP). The Parties shall apply the adopted Incoterms® 2020 rules in effect as of the date of the Agreement.
  • Force majeure – an extraordinary event, beyond the control of the Parties, unforeseeable and impossible to prevent (e.g., war, natural disaster, epidemic, strike), which releases the affected Party from liability for non-performance.
  • Personal Data – any information relating to an identified or identifiable natural person, processed by the Parties solely for the purpose of performing the Contract, in accordance with Regulation (EU) 2016/679 (RODO) and the Personal Data Protection Act. The Vendor shall ensure that the data is secure and processed only for the agreed purposes.

Ordering and contracting

  1. Order placement procedure: The Customer submits the Order to the Seller in writing or electronically (e-mail, online form). The Order should contain the Customer’s data, description of the Goods, quantity, price and selected delivery date and terms.
  2. Order Acceptance: The Contract is concluded upon written confirmation of the Order by the Seller. The Seller reserves the right to verify the Customer and grant a payment limit. In case of doubts about the solvency or reliability of the Customer, the Seller may demand prepayment or securities.
  3. Terms of execution: The Seller carries out orders in accordance with its inventory and production schedule. The expected delivery date is agreed with the Seller at the time of placing the Order. The Customer may not unilaterally change the terms of the Contract (quantity, date) without the consent of the Seller.
  4. Notices and Correspondence: all correspondence related to the Order and the Agreement (confirmations, addenda, complaints) should be in writing or by e-mail.

Payments

  • Prepayment: If this form has been agreed, the Customer pays a prepayment (e.g. 50% of the Order value) to the Seller’s account before delivery.
  • Deferred payment: If a payment limit is granted, invoices are issued with deferred payment terms (usually 14 or 30 days from the date of issue). The amount of the limit and payment terms are specified individually in the Agreement.
  • Prompt payment: The vendor may offer a discount for payment in a shortened period (e.g., on the day of delivery or within 7 days). The terms of the discount are determined separately.
  • Late payment: In the event of late payment, the Customer shall be charged statutory interest for late payment (usually in accordance with Article 481 of the Civil Code) and any contractual penalty provided for in the Contract. The Seller may suspend further deliveries until the arrears are settled.

Delivery and risk

  • Delivery terms: Deli veries are made on INCOTERMS® 2020 terms and conditions selected by the Parties, normally on EXW terms (pick-up at Seller’s own warehouse) or DAP terms (delivery to the place indicated by the Customer). In specific cases, other rules are possible, but require separate agreement.
  • Transfer of Risk: The risk of loss of or damage to the Goods passes to the Customer when the Goods are physically made available at the place of delivery specified by the adopted Incoterms® rule. With EXW, the risk passes at the Seller’s warehouse, with DAP – upon arrival of the Goods at the specified address (before unloading).
  • Responsibilities upon receipt: Upon receipt of the Goods, the Customer is obliged to check their condition (in particular, the number of pieces and any visible damage to the packaging). Any objections (e.g. physical damage) must be immediately reported to the Seller in writing or in the acceptance protocol in the presence of the carrier. Lack of comments upon receipt means full compliance of the Goods with the Contract.
  • Transportation and Insurance Costs: According to the accepted Incoterm, the cost of loading, transportation and insurance of the Goods shall be borne by the designated Party (usually the Seller at DAP, the Customer at EXW) or the cost sharing specified in the Contract.

Warranty and complaints

  • Warranty Period: The Seller may provide a quality warranty for the Goods for the period specified in a separate warranty document or Contract (usually 12-24 months from the date of delivery). Warranty terms, including the scope and complaint procedures, are specified in the warranty card of the Goods. The warranty does not exclude or limit the Customer’s rights under the warranty.
  • Warranty: The Seller shall be liable to the Customer for physical and legal defects in the Goods (warranty, Article 556-562 of the Civil Code). A defect is considered to be non-conformity of the Goods with the agreed characteristics or their unsuitability for the purpose referred to in the Contract. The Customer is obliged to report a claim of a defect in the sold Goods immediately after its discovery, no later than within 14 days from the date of receipt of the Goods. After the expiration of this period, warranty claims shall expire.
  • Complaint rules: Complaint should be made in writing (by letter or e-mail) with a description of the defect and proof of purchase (invoice). The Seller may require to send back the defective Goods or allow visual inspection. If the complaint is accepted, the Seller, at the choice of the Client, undertakes to remove the defect free of charge, replace the Goods with defect-free Goods or reduce the price. In the event of a material defect, the Customer may withdraw from the Contract.
  • Returns of Goods: Goods that are free of defects and not accepted for reasons other than complaint may be returned only with the written consent of the Seller. Return shall be made at the expense of the Customer, only in the original packaging of the Goods and by prior arrangement with the Seller. The return may be subject to deduction of transportation and storage costs and handling fee.
  • Enclosure: Model withdrawal formMODEL WITHDRAWAL FROM CONTRACT FORM (B2B) – pdfMODEL form of withdrawal from the contract (B2B) – wordWarehouse Address: Faneco sp. z o.o. sp.k., 58 Fryderyka Chopina St., 38-300 GorliceE-mail:info@faneco.comZałącznik: Complaint form template

    MODEL COMPLAINT FORM (B2B) – pdfMODEL COMPLAINT FORM (B2B) – wordWarehouse Address: Faneco sp. z o.o. sp.k., 58 Fryderyka Chopina St., 38-300 GorliceE-mail: info@faneco.com

Limitation of liability

The parties hereby agree to limit the Seller’s liability to the maximum value of the ordered Goods. The Seller shall not be liable for the Customer’s lost profits, nor for indirect or consequential damages (e.g. commercial damages, loss of profit). Liability for damages caused by force majeure is also excluded (see §Force majeure). In the case of damages resulting from the Seller’s fault, the liability is limited to the Seller’s contribution and does not exceed the amount of the actual loss suffered by the Customer (no more than the value of the Goods sold). This exclusion does not apply in the case of intentional acts of the Seller or liability for personal injury.

Force majeure

An event constituting force majeure is considered to be circumstances beyond the control of the Parties that could not have been reasonably foreseen or prevented, such as natural disasters (flood, hurricane, fire), war, riots, strikes, communication blockages or failures of critical infrastructure. The occurrence of such an event shall relieve the affected Party from liability for non-performance or delay in performance of its obligations. The Party affected by force majeure shall immediately notify the other Party, stating the circumstances of the event and the expected duration of the event. The deadlines for execution of the Order and deliveries shall be extended by the duration of the force majeure. If the acts of force majeure prevent the execution of the Agreement for more than 30 days, either Party may request renegotiation of the terms or withdrawal from the Agreement without penalty.

Protection of personal data (RODO)

The Vendor and the Customer agree to comply with data protection regulations. Personal data of the Customer and persons related to the Customer (e.g., employees) are processed only for the purpose of executing the Contract and to the extent necessary for the performance of obligations (e.g., identification, contact, accounting data). The Seller provides data protection measures in accordance with RODO (EU Regulation 2016/679) and the Personal Data Protection Act. The customer has the right to inspect, correct, delete data and limit its processing – to the extent specified by applicable regulations. Data will not be transferred to third parties other than contractors of services necessary for the execution of the Agreement (e.g. transport companies, factoring), unless required by law.

Confidentiality and non-competition

The Parties undertake to keep confidential all confidential information obtained in connection with the conclusion and execution of the Agreement, including technological, financial, commercial, know-how and other non-publicly available company data. Confidential information may be used only for the purpose of executing this Agreement and may not be disclosed to third parties without the written consent of the other Party. The obligation of confidentiality shall apply during the term of the Agreement and for a period of 5 years thereafter. In addition, the Client agrees not to engage in any competitive activity with the Vendor in the scope of the subject matter of the Agreement for the duration of the Agreement and 5 years after its termination; this applies in particular to the acquisition of key employees or disclosure of knowledge of the Vendor’s products to competing contractors.

Corporate social responsibility (ESG)

The vendor conducts its business in accordance with the principles of corporate social responsibility (CSR), taking into account social interests and environmental protection. This means that not only legal requirements, but also additional sustainability measures are taken into account when building a business strategy. The Vendor’s main commitments under the ESG policy include:

  • Minimize environmental impact – by optimizing transportation processes, reducing production waste, recycling packaging and managing natural resources efficiently.
  • Ensuring safety and high labor standards – including respecting workers’ rights, providing safe working conditions and health and safety training.
  • Ethics and transparency – maintaining high standards of integrity in relationships with partners, including suppliers and customers, and supporting social initiatives (e.g., employee volunteerism, local educational programs).

Governing law and dispute resolution

Polish law shall apply to the Contract. Any disputes arising out of the performance of the Contract or these Terms and Conditions shall be resolved by a common court with local jurisdiction over the Seller’s registered office (pursuant to Article 32 § 1 of the Code of Civil Procedure). The parties shall also have the right to choose an amicable court or mediation, if they have entered into such an agreement before the dispute arises. The provisions on the competent court are without prejudice to the possibility of asserting immediate claims (e.g., security, payment order) against the Customer at the place of his registered office.

Final provisions

  • These Terms and Conditions may be amended or supplemented only in writing under pain of nullity. Amendments require the signature of authorized persons on both sides.
  • If any provision of the Terms and Conditions proves to be invalid or unenforceable, the remaining provisions shall remain in force, provided that they can be implemented without compromising the economic purpose. The parties agree to immediately replace the invalid provision with another legally acceptable one of similar meaning (Article 58 of the Civil Code).
  • These Terms and Conditions are published at the Seller’s office and on the website www.faneco.com. They are binding on the Customer from the date of their transmission with the offer or the Order, not earlier than from the date they are made available. In case of doubts as to the content of the Terms and Conditions, the Polish version shall prevail.