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Policy of products purchase in Clevair Sp. z o.o.

§ 1
General Provisions

  1. These General Conditions of Sale shall apply to all sales of Products and Services by Clevair Sp. z o.o. with its registered office in Warsaw at Marynarska 14, recorded under the number 0000521866 in the Register of Entrepreneurs in the National Court Register, District Court for the capital city of Warsaw, XIII Commercial Department of the National Court Register, share capital 42.000 zł, NIP: 521-36-77-870, REGON: 147383984, hereinafter referred to as Seller.
  2. The terms specified in these General Conditions of Sale shall mean:

    a. GCS – these General Conditions of Sale;
    b. Seller - Clevair Sp. z o.o. with its registered office in Warsaw at Marynarska 14;
    c. Buyer - the Seller’s contractor who is concluding a sale agreement based on GCS
    d. Product/Products - products from the Seller’s trading offer
    e. Service/Services - Service/Services provided by Seller

  3. Parties may draw back from or modify GCS provisions by the way of “individual agreement” concluded in written form. Conclusion of the aforementioned agreement shall result in exclusion of the relevant provisions of GCS which shall be replaced by the provisions of the new agreement. Parties shall remain binded with the other GCS provisions.
  4. On the request of the Seller, before placing the order, Buyer should provide Seller with the copies of the registration documents confirming its status of entrepreneur or the other institution pursuing business activity in order to prove ability to conclude agreements with the Seller (respectively entry into the Record of Economic Activity or certificate of the NIP number, a document confirming the assignment of the REGON statistical number and if authorisation of the Buyer is not arising from the registration documents - also the document that testifies authorisation of the person placing the order to represent the Buyer in the relations with the Seller, to contract liabilities on its behalf and to accept Product or Service).

§ 2
Orders

  1. Confirmation of placing the order shall be completed and delivered to the Seller order form. Order form shall be delivered by e-mail or in paper form.
  2. Delivery of completed order form shall be deemed as conclusion of the sale agreement between the Parties in accordance with the terms specified in GCS.

§ 3
Price list and prices

  1. Prices presented to the Buyer remain valid for 30 days from the presentation of the price offer. Upon expiry of this period, the prices shall be changed. Delivery of the order form after the period of 30 days from the presentation of the price offer shall not guarantee the completion of the order in the earlier proposed prices.
  2. During the period of the temporary price promotions, prepared offer shall be valid till the end of the particular price promotion. If the end of the particular price promotion is shorter than 30 days, the day of expiry of the offer is the day of the end of the price promotion.

§ 4
Delivery periods. Contractual penalties.

  1. Order completion date shall be always specified in the confirmation of order.
  2. Order completion date shall commence on making the advanced payment by the Buyer, delivery of the necessary graphic files to the Seller and acceptance of the visualisations prepared by the Seller.
  3. In case of selecting the option of the personal acceptance, the Buyer shall be obliged to take the ordered Product from the agreed with the Seller place within 10 working days from the initially planned date of the completion of the order, unless the parties agree otherwise in the separate agreement.
  4. In case of non-acceptance of the Product in the above mentioned time the Seller, at its sole discretion, shall be authorized to deliver the Product to the seat of the Buyer on its own expense and risk.
  5. Resignation or modification of the ordered Product/Service shall not be allowed from placing the order.
  6. The Seller reserves the right to change the fixed dates and terms of sale or resign from its completion in exceptionally justified cases, in particular when, due to the force majeure or the other exceptional circumstances beyond the control of the Seller, he is not able to meet the conditions of the agreement. In this case, the Seller shall inform the Buyer about the inability to execute an order and indicate new, proposed date or other terms of the order.

§ 5
Release of product and dispatch delivery

  1. In case of selecting personal acceptance, the Seller’s place of performance shall be place each time indicated by the Seller at the stage of placing the order.
  2. In case of selecting delivery to the customer, the Seller shall deliver the Product to the Seller at the address given in the order, using for this purpose services of shipping company, which cooperates with, or at a clear indication of the Buyer with another shipper. The Buyer shall put such information in the order.
  3. Expenses of the delivery of the Product at the address given in the order shall charge the Buyer, unless the Parties agree otherwise.
  4. The Seller shall be fully responsible for the Product until handing over to the Buyer, or to the carrier.
  5. Responsibility of the carrier shall commence with handing over of the Product for carriage and end in handing over to the Buyer. The Seller shall have no liability for any damage of the Product in transport, especially if the Buyer does not fulfil all the formal requirements for receiving damaged shipment, and in particular fails to submit the complaint directly to the carrier.

§ 6
Payment

  1. Payment for the Products/Services shall be made in cash at the cash desk, or in the form of bank transfer to the Seller’s bank account given in the invoice.
  2. If the parties do not agree otherwise, filling in the Order form shall mean approval of advanced payment for the ordered Products/Services in amount of 50% of the cost of the order within 7 days from receiving an invoice by the Buyer. The rest of the sum shall be paid within 7 days from the day of receiving the invoice, after acceptance of the Product/Service by the Buyer and issuing an invoice by the Seller .
  3. For the payment date is considered the date when the Seller’s account is debited in a full amount or the date of payment cash at the cash desk.
  4. Till the payment of the full amount of the due which is the price for the Product, the Seller shall retain ownership of the Product handed over or delivered to the Buyer. Only when the full settlement of benefits arising from the agreement, not excluding contractual penalties and interest for late payment, follows transfer of ownership of Product to the Buyer.
  5. In case of the late payment of the price, the Buyer is obliged to pay statutory interest without being summoned, unless the Seller resign from it voluntarily. Statement on resignation of interest for its effectiveness must be submitted by the Seller in writing.
  6. Lack of the payment on time, or well-grounded fear about Buyer’s financial liquidity, shall entitle the Seller to change sale conditions, to request immediate payment of all obligations to the Seller, to suspend completion of the rest of the orders till the payment of the all arrears, and also to withdraw by the Seller from the all not completed sale agreements due to the Buyer’s fault.

§ 7
Complaints and warranty

  1. The Seller shall issue 24 months warranty for defects of the Products. Warranty claims of the Buyer against the Seller may be brought within 24 months from the date of the invoice issued by the Seller to the Buyer.
  2. The Seller’s liability under warranty shall cover solely defects in material and workmanship. The Product or its elements, which bear hallmarks of incorrect or improper use or signs of mechanical damages shall not be covered by the warranty.
  3. All visible defects, deficiencies, damages of shipment delivered by the carrier must be noted by the Buyer on the consignment note.
  4. The Buyer shall be obliged to make immediate complaints about the shipment damages but not later than within 24 hours from the date of receiving the Product.
  5. In case of providing the Service, the complaint shall be made not later than within 48 hours from the date of provision of the Service.
  6. The Buyer after making the complaint shall be obliged to follow the instructions of the Seller, in particular as regards security and further usage of defective Product on the pain of losing rights of warranty.
  7. The Buyer shall be obliged to provide the Seller with any information about the nature of the defect and causes of its appearance according to the truth, in order to make a proper judgment, if the occurrence of the defect is covered by the warranty. In case of concealment or providing false information, the Buyer shall incur the costs of repair and loose the warranty.
  8. Return of defective Products in order to exchange them for free from defects shall follow the date and conditions each time agreed with the Seller.
  9. Making a complaint by the Buyer about the quality of the Products from the particular delivery shall not release the Buyer from the obligation to pay a full price for Products from the delivery.
  10. The Seller shall not be liable for Buyer’s loss of profit resulted from misperformance or non-performance of the Agreement. The Seller’s liability for actual defects, resulting from misperformance or non-performance of the Agreement or sale agreements, shall be limited to the price amount of the sale Products.
  11. The Buyer shall send the Product being complained about to the Seller in packaging that ensures security against damage or destruction, by prior arrangement of settlement and specification of method and date of shipment.
  12. In case of accepting the complaint, the Seller shall be obliged, according to its own choice justified by the kind of the defect, to eliminate the defect or to replace the Product for free from defects. In justified cases, the Seller may decide to reduce the price of the defective Product, what will be presented to the Buyer for approval.
  13. In case of unjustified complaint, the Buyer shall be in full charged with the costs of transport.
  14. The Seller reserves the possibility of making a repair of product under accepted warranty repair directly in a storage place of the Product or in its place of use.
  15. The Seller reserves the right to make repair through authorised company at its sole discretion.
  16. The warranty shall not cover defects and faults of the Product resulting from:

    a. usage of Product contrary to the enclosed instruction;
    b. making by the Buyer constructional changes, modifications, repairs and other alterations, without Seller’s consent;
    c. damages resulting from reasons involving the Buyer, user or by fault of third parties, which the Seller is not responsible for;
    d. force majeure;

§ 8
Advertising materials

  1. The Seller has a right to make photos of the Product, or the result of provided Service, and then to use this photos in its advertising materials and on its website.
  2. The Seller has also right to use graphics and visualisations prepared for the Buyer in its advertising materials and on its website.

§ 9
Force majeure

  1. The Parties shall allow for the possibility of extension of the completion date in the event of the emergence of the circumstances beyond control of the Seller that prevent or significantly hinder commencement or completion of already started works, in particular cause by:

    a. catastrophes, natural disasters, fires, flooding, etc .;
    b. weather conditions;
    c. actions of the third parties for which the Seller is not responsible, including theft and burglary to the Seller’s manufacture places;

  2. About the fact of emergence of the force majeure the Party citing shall notify the other Party within 3 days from the date of force majeure, under pain of non-recognition, at the same time present evidence for its emergence.
  3. In the event of emergence of force majeure, the Parties shall settle new dates of completion of the agreement.

§ 10
Final Provisions

  1. Any disputes between the parties that may arise in connection with this agreement shall be resolved amicably if possible, in the last resort through the courts.
  2. The Seller reserves the right to amend General Conditions of Sale. Changes in provisions shall begin to bind the other Party when are delivered in customarily accepted manner between the parties, in a way the Party may acquaint with the changes.
  3. In matters not regulated by this GCS shall apply relevant provisions of the Commercial Companies Code.
  4. Failure to know GCS by the Buyer shall not release the Buyer to bind.