GENERAL COMMERCIAL TERMS AND CONDITIONS OF SALE OF EQUIPMENT AND PROVISION OF SERVICES AT "METRONA POLSKA POMIARY I ROZLICZENIA sp. z o.o.” in WARSAW (instruments - sale and installation)
Effective date: 24 October 2022
These General Commercial Terms and Conditions constitute an integral part of all submitted quotations and concluded contracts for the sale of equipment and their installations at the localisation indicated by the Purchaser: METRONA POLSKA POMIARY I ROZLICZENIA Sp. z o. o.
The terms used in the present General Commercial Terms and Conditions have the following meaning:
1) GCT – the General Commercial Terms applicable in the company: METRONA POLSKA POMIARY I ROZLICZENIA Sp. z o. o.
2) Metrona or Company – METRONA POLSKA POMIARY I ROZLICZENIA Sp. z o. o., ul. Taborowa 4, 02-699 Warsaw, NIP 951-00-24-429, KRS 0000096312,
3) Instruments – data concentrators, radio systems, water meters and heat meters offered for sale by the Company,
4) Purchaser – an entity purchasing instruments for the purposes related to the conducted activity, who is not a consumer within the meaning of the Act of 23 April 1964, Civil Code,
5) Services – instruments, installation services offered by the Company, including the preparation of the installation documentation,
6) Parties – Metrona and the Purchaser,
7) Contract – an agreement for the sale of the instruments or the provision of the Services concluded between the Parties, after the Company presents an offer, in the procedure of placing an order by the Purchaser and confirmation of the order by Metrona.
- General provisions.
1) The GCT specifies the rules for concluding the Contract for the sale of the instruments and/or the provision of the Services by the Company. The GCT constitutes an integral part of all offers, quotations and contracts for the sale and/or provision of the Services concluded by the Company.
2) The GCT shall be deemed accepted at the time of placing the order by the Purchaser.
3) If the Purchaser remains in permanent commercial relations with the Company and the GCT have been adopted in the manner indicated in Section 2 above, it is assumed that it will be applied throughout the entire period of the permanent commercial relations between the Parties.
4) Standard contract forms used by the Buyers, in particular the general terms and conditions of purchase or placing orders, shall not be binding on Metrona, unless accepted in writing.
5) the Purchaser is obliged to verify the suitability of the ordered Instruments/Services for the intended use.
6) Metrona reserves all copyrights and industrial property rights to the created documentation and technical solutions, technical drawings and other similar documents prepared by Metrona. The Purchaser has no right to use, copy or otherwise reproduce the documents and make them available to third parties without the written consent of Metrona.
7) The name and trademark (logo) of the Company must not be used in connection with any product or service that are not used in relation to the Products or Services offered by Metrona Polska or is used in a way that could mislead third parties, or in any other way that would create an unfavourable image or endanger the good name of the Company.
8) Offers, advertisements, catalogues, brochures, price lists and other announcements related to Products and Services offered by the Company are provided for information purposes only and do not constitute an offer within the meaning of the Civil Code.
- Conclusion of the Contract.
1) The Contract is concluded between the Parties, after the Company submits an offer, in the procedure of placing an order by the Purchaser and confirmation of the order by Metrona. The Contract is effective as of the date Metrona confirms the order placed by the Purchaser on the terms and conditions specified therein.
2) Any written statements, information, notifications, etc. regarding orders may be sent to the other Party via post, courier or e-mail, unless the Parties agree otherwise.
3) It is assumed that the order is placed by the person authorised to place such orders by the Purchaser.
4) The Purchaser must not, without the written consent of Metrona, assign the rights arising from the concluded Agreement to third parties.
5) For the proper performance of the Contract, the Purchaser is obliged, prior to the commencement of its implementation, to provide the Company with all necessary information for the proper performance of the works and, if necessary, to provide the technical documentation of the building installation covered by the Contract. In the absence of the documentation, it is assumed that the installations have been designed and constructed in accordance with applicable standards and regulations and are properly used.
6) Apart from the above, the Purchaser is obliged:
– to provide any other information and data that will prove necessary for the proper performance of the Contract,
– to provide Metrona with access to premises along with adjacent common rooms and other locations for the installation of the instruments,
– in justified cases, to make premises available to Metrona in order to inspect the installed instruments. Access to the premises for this purpose will be agreed upon with the Purchaser each time,
7) The price list of additional services includes a list and prices of services not covered by the Contract but offered by Metrona as additional services upon a separate order.
- Contract performance conditions.
1) The deadlines for the delivery of the Instruments and Services by Metrona, as stipulated in the Contract, are subject to change in the following cases:
– need for additional work,
– lack of access to the given location or other premises,
– other circumstances preventing the timely performance of the Contract for reasons beyond Metrona’s control.
2) The activities and works covered by the Contract shall be carried out following the deadlines agreed upon by the Parties. The completion of the activities and works is considered to be the completion of the installation of the Instruments to which the Company had access to the extent enabling their installation within the time limit agreed by the Parties.
3) If, for reasons beyond Metrona’s control, it is not possible to perform the activities and/or works within the agreed period, in particular, due to the fact that the premises or room are not accessible, or due to the lack of technical possibilities to perform the installation, Metrona shall make one more attempt to perform the activities and works under the Contract. If that attempt is ineffective, it is considered that the activities and works in given premises or room have been performed by Metrona. Subsequent dates for the performance of the activities and works will be treated as additional services and can be ordered by the Purchaser for an additional fee following the Company’s current price list for additional services.
4) The basis for settlements for the performance of the Contract and issuing a VAT invoice by Metrona in this respect is the Installation Acceptance Report for individual buildings/properties delivered to the Purchaser immediately after the completion of works in a given building/property or, if the Parties have agreed to divide the work into stages, after the completion of a given stage. The report shall contain a summary of the number of delivered and installed Instruments. The report shall be confirmed by the Purchaser within 5 working days from the date of its delivery and passed within the same period to Metrona or a representative indicated by the Company.
5) If the installation acceptance report is not confirmed and passed in the manner indicated above, Metrona shall issue an invoice based on this report. The report shall then be attached to the invoice, together with copies of the installation lists.
6) The data on the installation of the Instruments are archived by Metrona for a justified period of time.
- Terms of payment.
1) Payment terms and prices for the Instruments and Services are determined individually.
2) The prices provided by the Company are net prices.
3) The amounts due should be paid to Metrona’s account specified in the VAT invoice and by the date specified therein.
4) Set-off of the Purchaser’s claims against Metrona, except for those agreed between the Parties, is excluded.
5) Any complaints or other claims do not absolve the Purchaser from the timely payment of the amount due.
6) The Purchaser consents to the Company sending invoices, duplicate invoices and correcting invoices in electronic form by providing Metrona with an electronic address for delivery of these documents.
7) Invoices, duplicates and correcting invoices shall be sent in PDF format.
- Warranty and Guarantee.
1) Metrona provides a guarantee for the structural integrity of the Instruments if used in accordance with their intended use for the following periods:
a) water meters – 2 years
b) remanufactured water meters – 3 months
c) heat meters – 1 year
counted starting from the date of delivery of a given Instrument.
2) Metrona provides a guarantee for the installation works for a period of 2 years, unless a different period is specified in the order confirmation or the Contract between the Parties. The guarantee period for installation works is counted from the date of installation of a given Instrument.
3) The Buyer is obliged to immediately report defects and faults found during the guarantee period.
4) Metrona shall be liable only for manufacturing defects of the instruments or for defects of the Instruments that occurred due to their incorrect installation by Metrona. The guarantee does not cover damage caused by reasons attributable to the user of the Instrument or third parties, force majeure and in the case of water meters, damage related to the quality of water that is inconsistent with applicable Polish Standards or resulting from mechanical impurities in the flowing water that have penetrated the water meter.
5) In order to consider the complaint, the Purchaser shall remove the faulty Instrument at his own expense and forward it to Metrona also at his own cost.
6) If the complaint is accepted and the instrument is replaced with a new one, Metrona shall not bear the costs of transport and installation of the new Instrument.
7) Metrona’s liability under warranty is excluded.
- Metrona’s liability.
1) Any liability of Metrona against the Purchaser for any reason is limited to the actual loss of the Purchaser and does not include damages for lost or expected profits, loss of reputation, etc.
2) Metrona shall not be liable for non-performance or improper performance of the Contract if the non-performance or improper performance was caused by circumstances beyond Metrona’s control despite exercising due diligence (caused by force majeure). The circumstances referred to above include in particular: forces of nature, strikes, riots, official actions, failed deliveries by Metrona’s suppliers, disturbances caused by other equipment to the extent of preventing the proper performance of obligations by the Company and other unforeseeable imminent and serious events. The occurrence of such an event exempts Metrona from the obligation to perform for the duration of the obstacle and within the scope of its impact. Metrona undertakes to inform the Purchaser of the situation immediately and, after the obstacle has ceased to exist, to proceed with the performance of its obligations.
3) In the event of a failure related to the installed instrument (e.g. flooding), the Purchaser is obliged to immediately notify the Company of the event. A report shall be prepared at the event location and signed by the Buyer and Metrona. The report is the basis for possible insurance claim settlement.
4) If the Buyer fails to make the notification referred to above or prepares the report without Metrona’s participation, the Company is entitled to refuse to recognise the damage and refuse the claim.
- Correspondence – address
1)The Parties shall immediately inform each other of any changes to their addresses. In addition, if the Purchaser is a Homeowners’ Association, they are obliged to notify Metrona of any change in the identification data of the Manager or the Administrator of the Association.
2) Any correspondence between the Company and the Purchaser via e-mail is considered to have legal effects, provided that the message contains at least: the sender’s e-mail address, date and time of sending the message, first name and surname of the sender. Anonymous messages are considered invalid.
- Trade secrets
1) All information regarding Metrona’s operations that has not been publicly disclosed, including the provisions of concluded contracts, is confidential and constitutes the Company Secret within the meaning of Art. 11 of the Act of 16 April 1993 on Combating Unfair Competition.
2) The Purchaser is obliged not to disclose the confidential information to third parties and not to use it for purposes other than the performance of the Contract. The Purchaser shall take all reasonable and adequate steps to prevent the disclosure of confidential information.
3) Without Metrona’s consent, the Purchaser shall not use Metrona’s name, trademarks or trade names or invoke his business relationship with Metrona for any purpose.
- Personal data
1) All personal data entrusted to Metrona by the Purchaser are processed in accordance with the applicable law, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) and on the basis of concluded agreements on entrusting the processing of personal data.
2) Each Party, as the Administrator of personal data, shall fulfil the related information obligations towards its employees and subcontractors and declares that it has all the consents required by law, if required, for the processing of personal data.
- Final Provisions
1) The exclusive applicable law is the law of Poland.
2) Disputes related to the performance of the Contract will be concluded by the Parties and any related claims shall be settled by common courts competent for the Company’s office.
3) The place of performance of the Contract is the registered office of the Company.
4) Any provisions deviating from the GCT require a written agreement with Metrona to be valid.