GENERAL COMMERCIAL TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS OF TRADE FOR THE SALE OF GOODS AND SERVICES of Arcoore, based in Wrocław, Poland.

ART. 1. GENERAL PROVISIONS

  • 1. These General Terms and Conditions (GTC) are established on the basis of Article 384 et seq. of the Civil Code Act – Uniform Text: Journal of Laws. 2014, item 121 – (Civil Code).
  • (2) The GTCs apply to contracts of sale of goods and services concluded by Arcoore Parts Spółka z ograniczoną odpowiedzialnością with its registered office in Wrocław, address: ul. Piękna 58/17, 50-506 Wrocław, holding the NIP number: 899-292-67-49, KRS 0000974548, REGON 522149809, registered in the District Court for Wrocław – Fabryczna in Wrocław, VI Economic Division of the National Court Register, share capital 5000 PLN (Seller) with contractors (Buyer) concluding these contracts exclusively for the purpose directly related to their business activity and Arcoore Spółka z ograniczoną odpowiedzialnością with its registered office in Wrocław, address: Piękna Street 58/17, 50-506 Wrocław, having NIP number: 899-287-90-27, KRS number: 0000838811, REGON number: 385957047, entered in the National Court Register kept by the District Court for Wrocław – Fabryczna in Wrocław, VI Economic Division of the National Court Register, share capital PLN 5000 (Seller) with contractors (Buyers) concluding these contracts exclusively for the purpose directly related to their business activity.
  • 3. The Buyer, along with placing an order, declares that he has the status of an entrepreneur, and indicates the registration data in accordance with the KRS or CEiDG.
  • 4. These GTCs do not apply to individuals – consumers.
  • 5. The T&Cs are available on the website www.arcoore.co.uk and may be sent to the Buyer’s address in electronic or paper form upon request.
  • 6. It is understood that the signing of the contract or the placing of an order by the Buyer and acceptance of the delivered goods or services implies acceptance and acceptance of the GTC without reservation.
  • 7. If the Buyer is in a permanent business relationship with the Seller and the GTCs have been accepted by the Buyer in accordance with the procedure indicated in Article 1, Paragraph 6 of the GTCs, it is assumed that they will be applied throughout the parties’ permanent business relationship.
  • 8. Goods subject to sale are intended for liquid, air, oil, exhaust cooling systems, this applies to both remanufactured products and those manufactured by the Seller. Detailed purpose, description of functionality and use of the goods is contained in the relevant description attached to the purchased goods or available on the Seller’s website www.arcoore.co.uk.
  • 9. The buyer is obliged to verify the suitability of the ordered goods and/or services for their intended use.
  • 10. The word and graphic mark “arcoore” is a registered trademark of the Seller, and the Buyer is authorized to use this mark in a lawful manner. In particular, the Buyer is not authorized to modify, remove or obscure this trademark placed on the goods purchased from the Seller.
  • 11. The GCTC does not regulate matters related to the Seller’s licensing of products it owns or any matters related to the transfer of copyrights to such products or programs or rights related thereto.

ART. 2. CONCLUSION OF THE AGREEMENT

  • 1. All commercial information of an advertising and marketing nature regardless of its form does not constitute an offer within the meaning of the Civil Code.
  • 2. The conclusion of a contract is reached through the signing of a jointly negotiated text of the contract by both parties or through the procedure of submitting, accepting and agreeing on an offer referred to in Article 2, § 4 – § 9 of the GTC.
  • 3. The agreement concluded by having both parties sign the jointly negotiated text of the agreement is effective as of the date of signing the agreement or as of any other date specified in the agreement by the parties.
  • 4. The conclusion of the contract by submitting, accepting and agreeing on an offer requires that the Buyer shall, in each case, submit to the Seller in writing – by fax or e-mail – an order specifying the price, type and quantity of the ordered goods and/or type and scope of services and the date of their delivery and/or performance. It is assumed that the order is placed and signed by a person authorized to place orders on behalf of the Buyer. The provisions of Article 9 § 2 of the GTC shall apply accordingly.
  • 5. For its validity, each order must be immediately, no longer than within 5 working days, confirmed by a person authorized to represent the Seller, in writing – by fax or e-mail with confirmation of acceptance of all conditions indicated in the order, in particular the date of delivery of goods and/or performance of services and the price. The provisions of Article 9 § 2 of the GTC shall apply accordingly.
  • 6. The buyer may not cancel or change a properly confirmed order without the Seller’s consent.
  • 7. Any changes to the terms and conditions of the contract for their validity require compliance with the procedure indicated in § 4 and § 5.
  • 8. The contract is concluded when the Seller sends the order confirmation, except for the situation described in § 7.
  • 9. In the case indicated in Article 6 § 4, a contract is concluded when the Seller receives an order confirmation containing the current price of the ordered goods and/or services.
  • 10. The Seller is not responsible for the consequences of errors made in the content of the order placed by the Buyer.
  • 11. The Buyer may not, without the written consent of the Seller, assign the rights under the concluded contract for the sale of goods and/or services to third parties.

ART. 3. LEAD TIMES

  • 1. The term of the order begins to run on the date indicated in the contract or order confirmation.
  • 2. Delivery and/or order execution dates and other terms and conditions of sale are subject to change, even after the Buyer has placed an order for goods and/or services, in particular as a result of force majeure and other circumstances beyond the Seller’s control, and as a result of changes in the market situation and current business conditions related, inter alia, to the Seller’s relations with entities cooperating in the performance of contracts by the Seller. The Buyer will be promptly informed of any change in delivery and/or order execution dates and other terms and conditions of sale.

ART. 4. DELIVERY, RECEIPT OF GOODS AND/OR SERVICES, COMPLAINTS

  • 1. The goods are collected at the Seller’s warehouse, at the expense and risk of the Buyer.
  • 2. If the transportation of the ordered goods is arranged by the Buyer, the carrier selected by the Buyer must be notified to and approved by the Seller before shipment. The cost of carriage shall be paid by the Buyer.
  • 3. Delivery of the goods is presumed to be made when they are handed over to the Buyer or to a carrier designated by the Buyer.
  • 4. It is assumed that the service is performed upon the signing of the transfer document by the Buyer.
  • 5. The Buyer is obliged to collect the ordered goods and/or services. Failure to pick up the goods and/or service does not relieve the Buyer from the obligation to pay the full price.
  • 6. At the time of receipt of the shipment organized by the Seller, the Buyer is obliged, in the presence of the courier, to carefully check the condition of the external packaging. If the Buyer finds external damage to the shipment or reservations about the quantity of goods delivered or the contents of the shipment, the Buyer should draw up a damage report in the presence of the courier, taking into account the description and photographs of the shipment. Of the two identical copies signed by the courier, one should be sent to the Seller the other remains with the Buyer. In this case, the goods are returned to the Seller in order to start the complaint procedure with the carrier.
  • 7. The Buyer may submit a quantity complaint to the Seller within 3 days of receipt of the goods. If it is accepted, the Seller will replenish the quantity of goods at the earliest possible date, at his own expense.
  • 8 Delivery of goods is carried out through an external company – a postal operator (such as a courier company or a company that carries out collection at a point), selected by the Buyer when placing the Order.
  • 9 Delivery is usually made within 7 days from the date of confirmation of the Order. Delivery time is an estimated and approximate time. The total delivery time of the ordered goods consists of:
    – the time of preparing the goods for shipment by the Seller (up to 3 working days from the date of confirmation of the Order by the Seller). If several goods are ordered, the Order will be forwarded for delivery after the goods with the longest preparation time have been prepared;
    – the delivery time of the goods by the selected courier company or other postal operator. The delivery time by the courier company or postal operator is indicated at the stage of placing the Order and depends on the type of Product ordered and the deadlines of the courier company or other postal operator in question.
  • (10) In emergency situations, the delivery date may be extended, of which the Seller will inform the Customers (e.g. sale period, holiday period, unforeseen circumstances such as the outbreak of a pandemic).
  • 11. courier companies, postal operators and companies operating Points of Collection have their own regulations on how the delivery service is carried out (including possible complaints about delivery, the time and manner of reporting any damage to the shipment and other relevant issues) – detailed information in this regard can be found on the websites of the delivery companies. Please familiarize yourself with these terms and conditions before choosing a delivery method.
  • (12) After the expiration of the deadline for delivery of the order referred to in paragraph 2 above, while failing to receive the goods, the Buyer shall be entitled to file a complaint regarding the failure to deliver on time both to the carrier and to the Seller within 7 days from the expiration of the aforementioned delivery deadline. The Seller shall immediately forward the received complaint to the carrier requesting an immediate explanation of the reasons for non-delivery on time, which shall be notified to the Buyer.

ART. 5. TRANSFER OF RISK AND RETENTION OF TITLE

  • 1. The risk of loss of or damage to the goods shall pass to the Buyer as soon as the goods are handed over to the carrier, but at the latest when the goods leave the Seller’s warehouse.
  • 2. The goods shall remain the property of the Seller until full payment of the price resulting from the sales invoice of such goods issued by the Seller.
  • 3. The buyer is obliged to handle the goods properly and to conclude, at his own expense, an agreement to fully insure them against fire flooding, theft, destruction or damage.
  • 4. In the event that maintenance or inspection work is required, the Buyer is obligated to perform such work in a timely manner at his own expense.
  • 5. The buyer may not encumber the goods with any rights in favor of third parties.
  • 6. The Buyer is obliged to immediately inform the Seller about the conduct of enforcement proceedings against the Buyer during which the goods may be subject to seizure by an enforcement agency.

ART. 6. PRICE AND PAYMENT TERMS

  • 1. The sale of goods and/or services shall take place w/ prices in effect as of the date of order confirmation covered by the Seller’s price list. If the goods and/or services covered by a given order are not included in the price list, the sale shall take place at a mutually agreed price in writing.
  • 2. The prices indicated in the price list or agreed upon by the parties are valid only for the performance of a given order, unless the parties agree otherwise in writing.
  • 3. All prices set and made available by the Seller are net prices.
  • 4. The Seller reserves the right to change the prices specified in the price list in case of changes in currency exchange rates and other price-determining factors. In such case, the Buyer will be informed in the order confirmation about the current price of the ordered goods and/or services.
  • 5. The form of payment is bank transfer to the Seller’s account indicated on the invoice, cash and payment on delivery. The cost of bank turnover is borne solely by the Buyer.
  • 6. The deadlines and other payment terms agreed upon under Art. 2 GTC.
  • 7. The moment of payment of the price is the receipt of funds into the Seller’s account.
  • 8. In the event of a delay in payment of the price, the Seller shall have the right to charge statutory interest and withhold delivery of the goods and/or provision of services until payment of the entire price plus the statutory interest due, calculated for the period of delay in payment.
  • 9. It is excluded that the Buyer can make deductions of debts with receivables arising from contracts concluded with the Seller.

ART. 6A. DEPOSIT FOR RETURN OF OLD PART

  • 1. In the case of sales of selected goods (remanufactured), the Seller may charge the Buyer an additional fee in the form of a deposit for the return of the old part (so-called core).
  • 2. The deposit shall be a security for the return of the used part equivalent to the purchased goods and shall be refunded upon delivery of the core to the Seller.
  • 3. Upon receipt of the old part, the Seller shall verify its completeness and the possibility of the remanufacturing process.
  • 4. In the case of positive verification of the old part, the Seller shall issue an adjustment invoice for the return of the collected deposit.
  • 5. Information about the issuance of a corrective invoice and a request to indicate the bank account number for refunding the deposit shall be sent to the Buyer to the e-mail address provided when placing the order or in the course of business cooperation.
  • 6. The deposit shall be returned:
    a) after the Buyer delivers the complete old part, corresponding to the purchased goods, provided that it is suitable for the regeneration process,
    and
    b) after the Buyer indicates the bank account number for the return of the deposit in response to the email referred to in paragraph. 5. Such a response constitutes an acknowledgment of receipt of the corrective invoice for the Parties in terms of tax regulations.
  • 7. The deposit shall be returned by wire transfer to the Buyer’s bank account at a date agreed by the Parties after receipt and verification of the old part by the Seller.
  • 8. The buyer shall deliver the old part within 12 months from the date of purchase of the goods.
  • 9. Detailed information on the amount of the deposit may be indicated in the commercial offer, price list or in the description of the product in question.
  • 10. the Seller has the right to refuse to accept the old part in particular in case when:
    a) the part is incomplete,
    b) the technical condition of the part makes it impossible to carry out the regeneration process,
    c) the part is not equivalent to the purchased goods,
    d) the buyer will deliver the core to the seller after the deadline indicated in paragraph 8.
    In the above cases, the Seller has the right to refuse to accept the old part, and the deposit paid is not refundable.

ART. 7. GUARANTEE

  • 1. Material specifications, approvals or test results cited in commercial documents do not constitute an assurance as to the quality of the goods and/or services. This disclaimer also applies to publications or public statements of the Seller relating to the quality of the goods.
  • (2) A necessary requirement for the assertion of claims under the warranty is that the Buyer immediately performs a technical examination of the vehicle, at a service center authorized for the vehicle, stating that the engine is working properly after the installation of the purchased part, and provides a report of such examination, i.e. a full printout of the diagnostics (DTC Overview) with all error codes and the time of their occurrence, to Arcoore/Arcoore Parts by e-mail or by mail within 7 days from the date of its performance. In addition, in the event that a defect is found by the buyer, the requirement for filing a claim is to provide the same full diagnostic printout (DTC Overview) as of the date of occurrence of the defect. The confirmation of the technical examination must include the VIN number of the vehicle. The confirmation of the technical examination must be provided in Polish or English. In addition, in the case of complaints of EGR exhaust gas coolers for man vehicles using high-pressure coolers, it is necessary to provide photos of the purpose of the high-pressure cooler immediately after removal.
  • 3. The Seller undertakes under the guarantee to repair free of charge physical defects and damage to the goods caused by the fault of the Seller reported in writing within 14 working days from the date of delivery to the Seller.
  • 4. The warranty is valid for a period of 6 or 12 months (depending on the type of goods purchased) from the date of receipt of the goods by the Buyer, unless otherwise stated in the warranty terms and conditions attached to the goods.
  • 5. Claims under the warranty may be realized only after presenting to the Seller a properly completed warranty card together with proof of purchase of the goods. The method of realization of warranty claims shall be determined by the Seller.
  • 6. Before shipping the goods covered by warranty claims to the Seller, the Buyer is required to contact the Seller to verify the damage by technical consultants, or to determine how to deliver the goods to the Seller.
  • 7. The Seller shall, within 14 days from the date of receipt of a properly reported warranty claim, notify the Buyer of the resolution of the claim, and the date on which the goods will be repaired.
  • 8. The seller may waive the deadline for warranty claims if there are disruptions to its business due to import/export restrictions and/or other laws or other unforeseeable circumstances.
  • 9. Warranty is not covered:

a.) damage and malfunction caused through no fault of the Seller, and caused in particular by: lightning, flooding with liquids, mechanical strokes, incorrect supply voltage, or other external factors;

b.) defects resulting from improper transportation, storage and use, in particular the use of the goods contrary to their intended purpose;

c.) wear and tear resulting from normal use of the goods;

d.) defects arising in violation of the requirement set forth in Article 7 §2 of these General Commercial Terms and Conditions of Purchase and Sale of Arcoore Services.

e.) components of the exhaust gas recirculator that naturally wear out in the form of the throttle valve and the exhaust gas control valve (check valve).

  • 10. The warranty is void if the terms of the warranty are violated, in particular when:

a.) the warranty card or proof of purchase of the goods will be incompatible with each other or it is impossible to read the data contained in them or if their content has been altered in any way;

b.) persons other than the Seller interfered with the goods, in particular, made alterations, changes, repairs;

c.) there was a removal, by an entity other than the Seller, of the warranty seal from the goods in which it was applied

d.) there has been a removal, or it is impossible to clearly read the date of the warranty sticker from the goods in which it was applied

e.) there has been an overheating of the recirculator caused by exceeding the maximum temperature of 100 °C as indicated by the certified irreversible temperature label on the recirculator.

  • 11. Seller’s liability under the warranty shall be limited to the warranty period indicated above and shall be limited to the value of the goods determined according to the retail price suggested by the Seller as of the date of purchase and shall not include the right to claim reimbursement of lost benefits due to defects in the equipment, in particular, it shall not include compensation for loss of time, for temporary inability to use the goods, inconvenience and related to the occurrence of warranty claims, inconvenience or costs.
  • 12. After the expiration of the warranty period, all repairs made by the Seller are chargeable repairs. Post-warranty repairs are covered by the Seller’s three-month warranty. The cost of delivering goods for repair is paid by the Buyer.
  • 13. The warranty is excluded, which means that the Buyer is not entitled to: make a declaration of withdrawal from the contract, make a declaration of price reduction, demand removal of the defect or replacement with a defect-free item.

ART. 8. LIMITATION OF LIABILITY

  • 1. Any liability of the Seller to the Buyer and third parties is excluded to the greatest extent permitted by applicable law.
  • 2. The Seller’s tort and contractual liability to the Buyer and third parties is excluded, subject to the mandatory provisions of the Civil Code.
  • 3. In particular, the Seller shall not be liable for damages caused by improper or unprofessional operation, improper installation or commissioning by the Buyer or third parties, normal wear and tear, improper or negligent use, and in particular for the consequences of unprofessional alterations undertaken without the consent of the Seller or repair work carried out by the Buyer or third parties.
  • 4. The Seller shall not be liable for any functional deficiencies of the goods, resulting from poor selection of equipment or from improper design of the system, installation by the Buyer, who, before making a purchase, should carefully study and verify whether the functionalities offered by the Seller’s goods correspond to his needs.
  • 5. The Seller shall not be liable for claims of third parties arising in connection with the use of the goods by the Buyer, nor for the use of the goods by unauthorized third parties to the detriment of the Buyer.
  • 6. The Seller shall not be liable in any way whatsoever, for the Buyer’s obligations to third parties.
  • 7. In the event that a third party brings legal proceedings against the Seller with a claim for damages incurred by such third party, in connection with the goods and/or services, then the Buyer agrees to join the legal proceedings on the side of the Seller, if permitted by law, and to support the Seller in the course of such proceedings, and to pay all amounts related to such proceedings, including damages, court costs and attorney’s fees, etc.
  • 8. The Seller shall not be liable for the Buyer’s failure to obtain any legally required permits.

ART. 9. RETURN OF GOODS

  • 1. It is permissible to return the purchased goods within 7 days under the conditions specified below.
  • 2. Only the following goods may be returned: a.) in their original condition (Original Condition), i.e. goods in the condition in which they were issued from the Seller’s warehouse; b.) in a condition that allows restoration to the Original Condition, with all costs associated with restoration to the Original Condition being borne by the Buyer.
  • 3. Notification of the goods to be returned, together with the reason for return, should be made by e-mail to office@arcoore.com or by traditional mail to the address of the company’s headquarters. The basis for initiating the procedure of returning the goods is the original proof of purchase – a VAT invoice, and its delivery to the Seller requires his prior consent expressed in electronic form.
  • 4. The seller will begin the procedure for returning the goods immediately after their transfer by the buyer and will be completed no later than 30 days from the date of receipt.
  • 5. The seller reserves the right to refuse to accept the return of goods in situations where:

a.) it is not possible to restore the goods to their Original Condition;

b.) the goods have been withdrawn from the Seller’s offer (the valid product offer is the Seller’s price list published on www.arcoore.co.uk.

c.) the goods were produced in a special version not subject to the standard rotation of goods.

  • 6. The final decision on acceptance or refusal to return the goods shall be made by the Seller, within the time limit specified in § 4, of which he shall electronically notify the Buyer.
  • 7. Unless the return of the goods is due to the fault of the Seller, the costs associated with the transportation of the goods to the Seller’s warehouse at the Seller’s address shall be borne by the Buyer.
  • 8. Goods sent without fulfilling the requirements referred to in §2 and §3 of this article will not be accepted at the Seller’s warehouse and will be returned to the Buyer at his expense.
  • 9. If the Buyer agrees to return the goods, they will be billed with a correction invoice. If an invoice is issued for the restoration of the goods to their original condition, the amount returned to the Buyer will be reduced by the value of these costs.

ART. 10. CORRESPONDENCE – ADDRESS

  • 1. The parties undertake to notify each other of any change of address. In the absence of notifying the other party of a change of address, correspondence delivered to the previously specified address shall be deemed to have been delivered and to have all legal effects contained therein.
  • 2. Any correspondence between the Seller and the Buyer taking place via e-mail is considered to have legal effects provided that the message contains the following elements: : e-mail address of the sender, date and time of sending the message, name of the sender. Anonymous messages will be considered invalid.

ART. 11. CONFIDENTIALITY CLAUSE / TRADE SECRET

  • 1. Without the consent of the Seller, the Buyer is not entitled to transfer to third parties any information covered by trade secrets and obtained through business contacts.
  • 2. Any information and materials (Confidential Information) provided to the Buyer by the Seller and not available to the public are to be treated as confidential, in particular, this refers to data on technical solutions used by the Seller, codes, documentation related to business contacts of the parties, information on contractors, economic and legal situation of the Seller.
  • 3. The Buyer is obliged to prevent the disclosure of Confidential Information by current and future employees, associates, partners, as well as after the termination of the employment relationship (termination of cooperation with the Buyer).
  • 4. Notwithstanding the foregoing, the Buyer shall be obligated to immediately restore the lawful state of affairs, as well as to prevent further violations of Confidential Information.
  • 5. Buyer agrees to:

a.) to use Confidential Information only in a manner consistent with the GTC;

b.) to keep all Confidential Information confidential and not to disclose or transfer it to third parties;

c.) taking all measures to ensure the security of Confidential Information.

  • 6. The confidentiality obligation does not apply if:

a.) Confidential information is or has become publicly known other than as a result of a violation of the GTC;

b.) the Confidential Information was previously known to the Buyer from other sources, which shall be demonstrated beyond reasonable doubt, both as to the time and the source of obtaining the Confidential Information;

c.) the obligation to disclose Confidential Information to third parties arises from applicable laws. The Buyer shall immediately notify the Seller of receipt of the aforementioned request, unless the transfer of such Confidential Information is prohibited by law or the decision of the entity requesting disclosure of the Confidential Information. The aforementioned notification should be sent, if possible, before the disclosure of the Confidential Information to the entity entitled to make such a request;

d.) Buyer wishing to disclose Confidential Information must have written consent from Seller specifying the scope and subject matter of the consent to be granted.

  • 7. The obligation to maintain confidentiality shall apply indefinitely. Execution or otherwise termination of the legal relationship between the Parties shall not terminate the obligations described in this paragraph.

ART. 12. SUPERIOR FORCE

The Seller shall not be liable for non-performance or improper performance of obligations under the contract for the sale of goods and/or services, provided that the non-performance or improper performance of obligations is caused by circumstances beyond the Seller’s control, despite exercising due diligence (force majeure). The circumstances referred to in the above sentence shall be considered in particular: acts of nature, disturbances of collective life, including strikes and riots, official actions, unfulfilled cooperative deliveries from the Seller’s suppliers and other events that are impossible to foresee, imminent and serious in their consequences. The occurrence of such events relieves the Seller from the obligation to meet its obligations in the concluded contracts for the duration of the disruption and to the extent of its impact. The Seller undertakes to inform the Buyer of the situation, as soon as possible, and to do everything in its power to fulfill its obligations based on the principle of good faith, as much as the conditions of the situation will allow.

ART. 13. PERSONAL DATA

  • 1. The Buyer agrees to make his personal data available to the Seller and to process it only for the purposes related to the legal relations regulated by the GTC, in accordance with the Act of August 29, 1997 (consolidated text of the Journal of Laws of 2002, No. 101, item 926, as amended) on the protection of personal data.
  • 2. The Buyer has the right to access and correct his personal data. Provision of personal data by the Buyer is voluntary.
  • 3. The Seller will not transfer the Buyer’s personal data to other entities. The data may be made available to entities entitled to receive them under applicable law, in particular to judicial authorities.
  • 4. If the Buyer’s personal information is not from the Buyer, the Buyer has the right:
  1. a) submit a written, reasoned request to cease processing of his personal data due to his possible special situation, in the case of processing of personal data for the performance of legally defined tasks carried out for the public good, or for the fulfillment of legally justified purposes carried out by the Seller;
  2. b) object to the processing of his/her personal data for marketing purposes or to the transfer of personal data to another data controller – the Seller will not process such personal data, for marketing purposes or transfer it to another data controller.

ART. 14. SALVATORIAN CLAUSE

  • 1. If any provision of the T&Cs is found to be invalid, illegal or unenforceable for any reason, the remaining provisions of the T&Cs shall be fully binding and effective as if the T&Cs were in effect without such invalid, illegal or unenforceable provision. The invalid provisions shall be replaced by the relevant provisions of Polish civil law.
  • 2. If the extent of the asserted invalidity or unenforceability will defeat the purpose, the Seller and the Buyer agree to promptly enter into good faith negotiations to replace the invalid or unenforceable provision with such valid and effective provision that corresponds to the highest possible degree to the intent regarding such replaced provision.

ART. 15. FINAL PROVISIONS

  • 1. The Parties agree that the amendments to the GCTC made by the Seller do not require an annex and that they shall have legal effect from the moment they are published on the www.arcoore.co.uk website.
  • 2. In other matters not regulated by the GTC, the provisions of Polish law, in particular the Civil Code, shall apply. Any disputes will be resolved according to the wording of the GTC as of the date of the claim.
  • 3. Any disputes arising under the GTC will be resolved amicably, and if no agreement is reached within 30 days, any disputes will be resolved by the Polish Court with material and local jurisdiction over the Seller’s registered office.
  • 4. The applicable language in communication between the Parties shall be Polish. In the event that the Buyer is unable to communicate in Polish, the Parties shall allow English as the applicable language.
  • 5. These T&Cs have been prepared in Polish, English, Spanish, French, German and Romanian. In the event of any discrepancy between the Polish, English, Spanish, French, German and Romanian versions, the Polish version shall prevail.

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