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Scope of application, basic terms

1. General Terms and Conditions of Delivery and Warranty ("GTC") of Blachdeker - Ryszard Kudzia ("BD") constitute an integral part of all offers, declarations of will made when performing legal actions, all agreements concluded by BD, including sales and delivery, maintenance and service, advisory and other contracts for the provision of services, with the exception of rental contracts, to which the General Terms and Conditions for the Rental of BD Forklifts apply.

2. Regulations different to the provisions of the GTCs shall be null and void unless agreed in writing by BD and the Buyer, hereinafter referred to as the "Parties". "Buyer" within the meaning of the GTCS means a party to the sales contract, as well as the offer addressee, ordering party, principal, authorized seller and other persons being a party to legal relations with BD.

3. In the case of existing permanent business contacts, the GTCs shall apply to all future sales, delivery, maintenance and service contracts and other contracts, unless the Parties agree otherwise. The parties exclude the applicability or validity of the general terms and conditions of deliveries, guarantees or sales applicable to the Buyer's business. The GTCS shall also apply to the Buyer in all subsequent contracts resulting from the concluded sales contract or contract for the provision of services, such as e.g. service or maintenance contracts.

4. The GTCSS shall be delivered to the Buyer in writing, in particular together with the trade offer, contract or invoice. Upon delivery of the GTC, their content becomes the binding legal regulation between the Parties. By placing an order, order or concluding a sales contract, the Buyer agrees to include the GTC in the content of the contract as its integral and binding part. The GTCs are accepted by the Buyer also in any other way, if the Buyer's behavior shows that he has read them. In the absence of any other written agreements or arrangements, the content of the GTCS is the only binding legal regulation between the Parties.

5. If individual provisions of the GTC are or will be invalid or ineffective, this shall not affect the validity and effectiveness of the remaining provisions. In place of invalid or ineffective provisions, the provisions of the Civil Code shall apply, which are as close as possible to the assumptions of the GTC.

B. Agreement, scope of delivery, packaging

1. All published offers, contract templates, price lists, catalogs, photos, advertising folders, order forms, agreements between the Parties and other promotional documents or materials, as well as correspondence prior to sending the offer, are for information purposes only and constitute an invitation to negotiations within the meaning of Art. 71 of the Civil Code, and they become binding for BD only after BD confirms the order in writing. The statements considered as the offer referred to in Art. 66 § 2 of the Civil Code bind BD within the period specified in the offer, and in the absence of its designation, within 2 days.

2. The Buyer is responsible for the veracity and correctness of the data provided in the order, order or in the documents attached to the order. The buyer may not refuse to accept the goods delivered in accordance with his own order.

3. BD reserves the right to change the design, technical data and design of the ordered goods during the delivery period, resulting from modernization and technical progress, with the proviso that such changes will not result in fundamental changes to the ordered goods, such as technical properties, functions and appearance, and that they will generally be acceptable to the Buyer.

4. The operating parameters given by BD refer to work at a temperature of + 20 ° C, on an even concrete surface and dry environment, excluding the vehicle start-up period. Even under the above conditions, differences from the declared parameters are allowed within the usual tolerance range during normal operation.

5. BD reserves unlimited property rights and copyrights to the offers, cost calculations, designs, drawings and other similar documents presented individually to the Buyer, which are confidential and may not be made available by the Buyer to third parties in part or in whole without the written consent of BD . Violation of this provision entitles BD to take legal action with claims for breach of trade secrets under the provisions of the Act on Combating Unfair Competition.

C. Delivery time, completion date, partial performance

1.If the delivery date is agreed, understood as BD's commitment to deliver the goods to the Buyer, in the place indicated in the order, within the indicated weeks or months, the delivery period begins on the day of sending the Buyer a written order confirmation, but not earlier than on the day the Buyer provides all the required information, documents, permits and approvals and credits BD's bank account with the amount of the agreed deposit. The delivery period may not start running before all the technical conditions related to the order have been agreed. If the Buyer provides only approximate data, the order confirmation is binding. If also the order confirmation contains only approximate data, binding delivery dates must be confirmed separately with BD. In the event of failure to fulfill any of the above obligations in a timely manner, the delivery period will be extended accordingly.

2. The Parties shall not be liable for acts or omissions caused by force majeure, which should be understood as the occurrence of an external event beyond the control of the Parties and which could not have been foreseen, including wars, catastrophes, riots, natural disasters, strikes, blockades, labor disputes, changes in the legal status, administrative decisions and orders of state authorities. This also applies when such events occur at BD's suppliers or subcontractors. Each Party shall immediately notify the other Party of the commencement and cessation of force majeure no later than 7 days from the moment of its occurrence by post, courier, fax or e-mail. During the period of force majeure, the deadlines for the performance of the obligations of the Parties will be extended accordingly.

3.If the performance of the service due to the unforeseen circumstances described above would result in significant damage to BD, or the delivery of the ordered goods is impossible or is possible only with significant additional costs, or would involve excessive difficulties, BD reserves the right to withdraw from the contract, regardless of other statutory rights.

4. BD reserves the right to a partial performance. Each part of the service provided is considered a separate legal act that may be settled separately.

D. Delay in delivery, extension of delivery dates, withdrawal from the contract

1. In the event of a delay in delivery by BD, the Buyer shall be entitled to demand from BD lump-sum compensation in the amount not exceeding 0.5% of the value of the undelivered goods for each completed week of delay due to the damage suffered as a result of the delay. The sum of this compensation cannot, however, exceed 5% of the value of the undelivered goods.

2. Subject to the provisions of Clause I.2., The Buyer shall not be entitled to any further default rights, in particular no claim for damages.

3. In the event of failure to collect the goods within the specified period or in the event of refusal to accept the goods, BD reserves the right to charge the Buyer with the costs of storing the goods in the amount not less than 1% of the net value of the order for each commenced month. Moreover, after the ineffective expiry of the relevant deadline set by BD, BD has the right to dispose of the ordered goods in a different way and to deliver the goods to the Buyer within an appropriately extended period or to withdraw from the contract.

4. If the delivered goods are not paid on time, BD is entitled to demand the return of the delivered goods by the Buyer at the Buyer's expense and risk, and the Buyer unconditionally undertakes to hand over the delivered goods to BD's representative.

5. For the period from the date of delivery to the return of the subject of the contract, the Buyer shall pay the remuneration in accordance with the current BD rental service price list.

6. In the event of withdrawal from the contract by any of the parties for reasons attributable to the Buyer, BD is entitled to demand from the Buyer a contractual penalty in the amount of at least 25% of the net value of the order, while BD reserves the right to credit the previously paid down payment against the contractual penalty. The payment of the contractual penalty does not exclude the possibility of BD from the Buyer claiming compensation on general terms.

7. In the event of unilateral withdrawal from the contract by BD, through its fault, BD will refund the deposit in full.

8. BD reserves the right to suspend the performance of services or delivery of goods until all overdue obligations of the Buyer towards BD are paid. In this case, the delivery date of the order in progress is also extended.

E. Acceptance of the delivery, delay in accepting the delivery, withdrawal from the contract

1. From the date of receipt of the notification of readiness to release the goods, the Buyer shall be entitled and obliged to collect the ordered goods, and in the case of delivery agreed by BD to a specific place - to accept the goods upon their delivery. In the event of non-performance or improper performance by the Buyer of the above obligation, the Buyer shall bear the additional costs arising (e.g. storage and maintenance costs). After the ineffective expiry of the reasonable period set by BD, BD will be entitled to withdraw from the contract and dispose of the ordered goods in a different way, and to demand compensation, regardless of any other claims. Setting an additional date is not required if the Buyer's refusal to accept the ordered goods is significant and definitive. At the moment of the Buyer's delay in collecting the delivery, the Buyer shall be subject to the risk of accidental loss and deterioration of the ordered goods. At the request of the Buyer, BD may arrange insurance for the goods, provided that an advance payment for this purpose is received from the Buyer.

2. In the event of interruption of activities aimed at the performance of the order at the express request of the Buyer, the Buyer is obliged to pay within two weeks the amounts invoiced according to the statement for the work already performed, less the previously made payments.

F. Prices and terms of payment, VAT

1. The prices quoted by BD relate only to the quantity of goods specified in the order.

2. The price does not include the costs of transport to the destination indicated by the Buyer, loading, unloading and insurance, unless the Parties agree otherwise in a separate written agreement.

3. The price is set in EUR or PLN and is specified in the commercial offer.

4. The price given in the offer or agreed in the contract does not include VAT.

5. BD reserves the right to change the price, if a period longer than 1 month elapses from the date of announcement of the offer to the date of placing the order by the Buyer.

6. BD is entitled to demand payment of the price in the amount and in the form specified in the invoice upon delivery of the ordered goods to the Buyer. The parties may specify a different date for payment of the price in writing.

7. If the goods are delivered in batches, the obligation to pay the price arises successively upon delivery of each subsequent batch of goods, unless the parties have agreed otherwise, in particular that the payment will take place after the delivery of the last batch of goods.

8. In relation to Buyers who place orders for goods for the first time, BD reserves the right to request references from their current suppliers, confirming their commercial reliability.

9. BD is entitled, at its discretion, to demand an advance payment from the Buyer in the amount from 10% to 50% of the order value or other security for the performance of the contract.

10. Along with placing the order, the Buyer may be required to pay an advance on the price of the goods in the amount specified by BD. The Buyer is then obliged to pay the remaining price in the form and time specified on the invoice. Failure to pay the remaining part of the price entitles BD to retain all or part of the advance payment as a contractual penalty. The payment of the contractual penalty does not exclude the possibility of BD from the Buyer claiming compensation on general terms.

11. The advance paid by the Buyer is not refundable, unless expressly provided in the GTCS provides otherwise.

12. As a security for the performance of the order, payment and fulfillment of obligations towards BD, in addition to the deposit, BD may additionally require the Buyer to issue and submit a blank promissory note together with a promissory note declaration or to provide an appropriate bank guarantee.

13. If the specified payment deadline is exceeded by 30 days, BD has the right to withdraw from the contract due to the fault of the Buyer. In this case, the provisions of points D4, D5, D6 are primarily applicable.

14. Filed complaints, in particular as to the amount indicated in the invoice or formal errors in the invoice, do not release the Buyer from the obligation to pay the indisputable part of the amount on time.

15. The date of payment is the date when the funds are credited to BD's bank account.

16. If the goods delivered by BD are obviously defective with respect to the part of the delivery, the Buyer is obliged to pay the price for the defect-free part of the goods delivered.

17. BD is entitled to demand from the Buyer the payment of statutory interest for delay in commercial transactions for delayed payments.

18. The Buyer has the right to set off or retain BD's claims only if his claims are confirmed by a valid court decision, are undisputed or are recognized by BD.

G. Reservation of ownership of the sold item

1. BD reserves the ownership of the goods sold until the Buyer pays the entire price of all delivered goods. The reservation of the title to the goods sold is effective against the Buyer's creditors.

2. In the event of delay in payment by the Buyer, BD has the right to demand a temporary release of the reserved goods at the Buyer's expense in order to secure its rights thereon. This request does not constitute an exercise of the right of withdrawal. If the reserved goods are in the possession of a third party, the Buyer should inform on the first request of the place where the goods are located and herewith declares that he agrees to BD taking possession of the goods.

3. At the moment of initiating the restructuring, reorganization or bankruptcy proceedings in relation to the Buyer, he is obliged to mark the goods in a manner indicating the reservation of the title to BD. In the event of seizure of goods owned by BD in the course of enforcement proceedings against the property of the Buyer, the Buyer is obliged to immediately inform BD about this fact and send to BD a copy of the seizure order and related documentation. In the event of BD bringing an anti-enforcement action pursuant to Art. 840 of the Code of Civil Procedure, the Buyer is obliged to reimburse BD the court and extrajudicial costs incurred if BD does not obtain reimbursement of these costs from the third party against whom the action is brought.

4. The Buyer is not entitled to sell the receivables due from BD to third parties.

5. The Buyer, upon conclusion of the sales contract in accordance with the GTC, assigns to BD all receivables and rights resulting from the sale of the reserved goods.

6. If the Buyer uses the reserved goods on its own premises, it is not entitled to resell, pledge or transfer all or part of the reserved goods for the duration of the reservation of title to BD without BD's prior express consent in writing.

7. The application for the initiation of reorganization or bankruptcy proceedings in relation to the Buyer's property entitles BD to withdraw from the contract and demand immediate return of the reserved goods.

8. In the event of resale of the reserved goods, the Buyer hereby assigns to BD, and BD shall take over all future claims of the Buyer against the subsequent buyer resulting from the resale. The right to debt collection is vested in the Buyer and BD, however, BD will refrain from debt collection as long as the Buyer performs its payment obligations and there is no deterioration in its financial condition that would jeopardize the proper performance of these obligations, for example in the event of the Buyer's request for the initiation of reorganization, restructuring or bankruptcy proceedings. In such a situation, the Buyer is obliged to provide BD, upon its first request, with all information and documents necessary for recovery.

H. Warranty and complaints

1. BD shall be liable under the warranty for all material and production defects related to the delivered goods, provided that they are identified and acknowledged by an appropriate protocol. BD will supplement any deficiencies and remedy defects at its own expense. All transport costs related to the collection or delivery of the advertised goods shall be borne by BD.

2. The warranty period is counted from the date of delivery and amounts to:

a. used forklifts - 12 months, limited to 1000 operating hours (in accordance with the additional conditions specified in the warranty card);

b. new electric pallet trucks - 12 months with a restriction to 1000 hours of work;

c. new electric mast lift trucks - 12 months limited to 1000 hours of operation;

d. original spare parts delivered and installed by BD - 12 months;

e. non-original spare parts - no warranty

f. original batteries and chargers - 12 months.

3. Warranty repairs are performed completely free of charge.

4. The basis of the Buyer's warranty claims is the original invoice and the warranty card or book issued by BD.

5. The warranty covers only goods with valid warranty technical inspection performed only by BD service, used as intended and installed in accordance with technical standards.

6. The warranty does not cover:

- defects resulting from the use of the goods not in accordance with the intended use (e.g. overload, excessive use, improper working surface of the trolley, aggressive working environment) or resulting from non-compliance with the operating instructions;

- faults resulting from recklessness, carelessness, damage, late signaling of faults, lack of maintenance or improper maintenance, use of improper equipment, lack of ongoing maintenance;

- defects resulting from incorrect assembly, faulty installation or commissioning by the Buyer or third parties;

- defects resulting from the use of the goods in the freezer in violation of separate rules for the use of forklifts and other BD equipment in the freezer version;

- consequences of operational wear of individual elements such as: rollers, bearings, wheels, tires, candles, fuses, bulbs, friction linings, drive belts, electric motor brushes, electrical contacts, mast suspension components, mast rollers, chains, mast, steering system, filter elements as well as fluids and lubricants;

- any defects caused by mechanical damage;

- daily maintenance activities, technical inspections, regulations, parameter changes;

- cleaning of goods, cleaning of the fuel supply system (gas, diesel), cleaning of the cooling system, radiator, etc.

7. Any repairs, technical inspections, warranty technical inspections, improvements and other changes made to the goods purchased from BD carried out without prior written agreement with BD exclude any warranty claims for the entire goods and are not covered by BD's liability under the guarantee.

8. Under the pain of losing the warranty, the Buyer is obliged to comply with the deadlines of obligatory, paid warranty technical inspections of goods delivered by BD, performed exclusively by the BD service, according to the schedule:

- hand pallet trucks - 12 months without the need for service inspections

- new electric pallet trucks - the first inspection after the first 50 engine hours (if equipped with a meter) or within 30 days from the date of delivery, subsequent ones - every 6 months, but at least every 250 operating hours (if they are equipped with a meter);

- new electric mast lift trucks - the first inspection after the first 50 mth (if equipped with a meter) or within 30 days from the date of delivery, subsequent ones - every 6 months, but at least every 250 operating hours (if equipped with a meter) ;

- new electric forklifts - first inspection after 50 mth or within 30 days from the date of delivery, another every 6 months or 500 mth

- new diesel forklifts - the first inspection after the first 50 engine hours or within 30 days from the date of delivery, the next ones - every 6 months, but not less frequently than every 500 engine hours;

- used forklifts - if they are covered by the warranty (additional warranty agreement required) - the first inspection within 120 days from the date of delivery, the next one after 240 days from the date of delivery - but not less frequently than every 350 hours.

- batteries and chargers - the first inspection within 90 days from the date of delivery, the next ones at least every 6 months.

BD reserves the right to refuse to perform paid warranty inspections if BD's accounting records show a delay in payment for previously delivered services or goods for more than 14 days.

9. The Buyer is obliged to inspect the delivered goods at the time of their release by BD. Visible and obvious defects should be reported by the Buyer in writing immediately, but not later than within 2 days from the delivery of the goods, hidden defects should be reported immediately after their detection, but not later than within 5 days. This also applies to complaints about the quantity of goods and the delivery of goods other than those specified in the order or contract. The date on which the defect was discovered should be documented. In the event of a late complaint, the Buyer's claims under the warranty shall expire.

10. In the event of a justified complaint, the Buyer is entitled to demand the removal of the defect within 14 days from the date of delivery of the goods to the place indicated by BD or - if, at BD's choice, the defects of the goods are to be removed at the Buyer's - within 14 days from the date of the complaint by the Buyer. In the event that the removal of the defect within the indicated period exceeds BD's service capabilities, the Parties shall agree to extend the deadline for removing the defect, taking into account the current commercial and service capabilities of BD.

11. Parts of the ordered goods, the defectiveness of which at the time of transferring the risk to the Buyer has been proven, will be repaired free of charge or delivered again free of defects, at the discretion of BD. The ownership of the part replaced under the warranty repair procedure passes to BD upon disconnection. The Buyer should enable BD to carry out warranty repairs in a timely manner.

12. In addition to the claims specified in the GTC, the Buyer is entitled to demand a reduction of the agreed purchase price or replacement of the goods with a new one, free from defects, if the goods have already been repaired three times and the defect relates to the same element, is significant and cannot be removed.

13. Subject to the provisions of Clause I.2, BD's liability for damages arising from concluded contracts is excluded. The Buyer is not entitled to any further claims for damages, in particular claims for reimbursement of unsuccessful costs and claims for damages, including liability for indirect and consequential damages which are not the normal consequences of BD's act or omission from which the damage resulted.

14. If, despite discovering a defect, the goods are still used, the Buyer loses the warranty rights.

15. BD reserves the right to introduce technical changes to improve the properties of the goods.

I. Responsibility

1. The provisions of Sections H and I.2-3, excluding any other claims of the Buyer, shall apply accordingly in the event that the Buyer is unable to use the ordered goods in accordance with the contract due to the deliberate culpable non-compliance by BD with the suggestions received, orders, or as a result of instructions given by BD before or after the conclusion of the contract, or due to other breaches of obligations for which BD is responsible, in particular relating to instructions for use or maintenance issued by BD for the goods ordered.

2. BD's liability for damages occurring outside the ordered goods (such as loss of profits, loss of profits that the Buyer could have achieved if the damage had not occurred, loss of production, other indirect and consequential damages, financial damages, reimbursement of costs that did not bring the result), irrespective of their legal basis, it is limited to the normal consequences of the act or omission from which the damage resulted in the following cases:

- intentional fault,

- gross negligence on the part of legal representatives or senior management,

- deliberate non-disclosure of the defect or the existence of a defect, the lack of which was guaranteed by BD (but in such a case only to the extent that the intention of the guarantee was to protect the Buyer against the damage suffered),

- personal injury, including loss of health and life,

- claims under Art. 449 (1) to Art. 449 (10) of the Civil Code on liability for damage caused by a dangerous product.

3. The liability under the warranty for defects is excluded, which applies to all commercial goods sold by BD.

J. Exclusion of assignment of claims

The Buyer's claims against BD may not be transferred to other persons.

K. Place of Performance, Passage of Risk, Jurisdiction and Governing Law

1. The place of performance of the contract is the seat of BD.

2. The Buyer bears the risk of random loss or damage to the ordered goods from the moment of their release (Article 612 of the Civil Code in connection with Article 548 of the Civil Code).

3. Polish law shall apply to the interpretation and application of the agreement and GTC.

4. Any disputes that may arise from the contract concluded with the Buyer or the GTC will be settled by the competent court for the seat of BD.