2.2   General conditions of deliveries

  1. Definitions
  • The expressions used in this document have the following meaning:
    • Seller – Professional Automotive Group spółka z ograniczoną odpowiedzialnością, ul. Górecka 23, 60-201 Poznań, NIP [Taxpayer ID Number:] 7792490347, REGON [Business ID Number:] 380279708, entered in the Register of Entrepreneurs kept by the District Court Poznań Nowe Miasto i Wilda in Poznań, 8th Commercial Division KRS, number KRS 0000732926, share capital PLN 15,000,000,
    • Purchaser – natural or legal person, or an entity without legal personality which enters into an agreement with the Seller,
    • Parties – Seller and Purchaser referred to jointly,
    • GDT – General Delivery Terms,
    • Sales Agreement – car sales agreement concluded between the Seller and Purchaser in form of documents; according to the rules stipulated in (3), an order accepted by the Seller in written shall also be deemed a concluded Sales Agreement,
    • Offer – the proposal of sale of a car or cars presented to the Purchaser by the Seller,
    • Order – the order placed with the Seller by the Purchaser.
  1. Application of GDT
    • These GDT apply to all Sales Agreements concluded between the Seller and Purchaser, and constitute their integral part. Placing an order by the Purchaser confirms the acceptance of the GDT unless the Seller and Purchaser have agreed in written on conditions other than those stipulated in GDT.
    • Should any of the GDT clauses prove to be ineffective or invalid, it has no influence on the validity of the other clauses whatsoever.
    • However, the general terms applied by the Purchaser bind the Seller only to the extent which the latter accepts and shall clearly express so in written.
    • These GDT do not apply to the agreements concluded with the clients being consumers in the meaning of Art. 221 of the Civil Code.
  1. Conclusion of the agreement
    • The Offer presented to the Purchaser by the Seller binds the latter exclusively within the scope described therein.
    • Placing an order or an offer to conclude an agreement by the Purchaser does not bind the Seller and lack of the latter’s response does not constitute a silent acceptance of the order. Acceptance of an order becomes binding for the Seller only at the moment of a written acceptance by a person authorised to represent the Seller. A confirmation sent electronically shall be considered a written acceptance as well.
    • If the conclusion of the Sales Agreement has not taken place in the way described in 3.2, then it should be concluded between the Seller and Purchaser at the moment of their signing the Sales Agreement.
    • The Purchaser must not transfer all or some of their rights and duties arising therefrom onto a third party without prior and written consent of the Seller.
  2. Prices
    • The prices given by the Seller do not include the VAT unless it has been clearly indicated.
    • The Purchaser is obliged to pay the price stipulated in the Sales Agreement. The price mentioned in sentence 1 may rise if by the day of handing over the car:
      • the price list of the supplier from whom the Seller purchases cars has changed,
      • the customs or tax rates have changed or new fees have been introduced,
      • legal regulations have been changed which impose on the Seller new public burdens – by the equivalent amounts arising from the change of the price list, rates, taxes, fees or other burdens imposed on the Seller.
    • The price does not include additional fees incurred by the Purchaser such as insurance expenses, costs of registration or delivery of the car to the place of reception given by the latter unless it has been clearly stipulated in the Sales Agreement.
  1. Terms of Payment
    • The payment of the price is made as follows:
      • Once the Sales Agreement is signed, the Purchaser makes the advance payment the amount of which is individually agreed upon by the Parties.
      • The payment of the rest of the price must take place within 7 days from the day of informing the Purchaser by the Seller about the vehicle being available for them or about the Seller’s readiness to transport it.
    • Should the Purchaser fail to make the advance payment described in 5(1)(1) within 7 days from the day of signing the Sales Agreement, the Seller has the right to terminate it with immediate effect without any Party having to make an additional statement.
    • Should the Purchaser get into arrears with the payment of the rest of the price described in 5(1)(2), according to the applicable regulations the Seller shall calculate the maximum late payment interest for each day of the delay.
    • Calculating the interest does not exclude the Seller’s demand to be paid compensation should the Purchaser’s delay of the payment of the price cause additional costs incurred by the Seller or should the latter have suffered any other damage. Should any of these have taken place, the Purchaser shall reimburse the Seller the additional costs they have incurred or those of the damage caused.
    • If the payments are made to the Seller’s bank account, the date of payment shall be considered the date of crediting the account.
    • Without the Seller’s explicit written consent, the Purchaser shall have no right to make compensation or a deduction of the Seller’s receivables payable to the Purchaser against any of their receivables towards the Seller. The Seller shall be entitled to make deductions from the Purchaser’s receivables against the receivables payable to them by the Purchaser.
  1. Transferring the car.
    • The car shall remain the Seller’s possession until its entire price has been paid. Pursuant to the provisions of the Civil Code, the issue of the invoice by the Seller does not mean – transferring the right of ownership of the car onto the Purchaser.
    • The car documents shall be issued to the Purchaser once they have paid the entire price stipulated in the Sales Agreement.
    • The Purchaser shall pick up the car on the day and spot determined by the Seller or alternatively by the Parties. The car shall be stored by the Seller at the Purchaser’s cost (EUR 50.00 + VAT daily for each car unless another price has been specified in the Sales Agreement).
      • If the Purchaser fails to inform the Seller in written or by email about their will to pick up the car within 7 days from the day stipulated in 6(3) clause 1 – the storage cost shall be calculated from the day mentioned above. 1,
      • If the Purchaser informs the Seller in written or by email about their will to pick up the car within 7 days from the day stipulated in 6(3) clause 1 but fails to do so, the storage cost shall be calculated from the day following the day when those 7 days have passed.
    • The Purchaser shall also cover all additional costs or fees incurred in connection of the car not being picked up on the day described in 6(3) clause 1.
    • If the car is transferred to the client in a country other than the seat of the Purchaser, the Seller reserves the right to organize its transport to the place of the transfer.
    • Any damages shall be reported exclusively on the day of the transfer of the car or its unloading from the transport. No later reports of damages shall be considered. The condition for the settlement of potential transport damages is the Purchaser’s sending photos of the event to the email address of the person dealing with the transaction on the Seller’s side on the day of the event (the photos should demonstrate the identification number of the vehicle and the image of the damage), and the description of the damage in the CMR.
    • The Parties’ liability under warranty shall be excluded.
    • The Seller does not take responsibility for being unable to perform the Sales Agreement due to force majeure. The Seller shall immediately inform the Purchaser in written or by email of the obstacles caused by force majeure making it impossible to fulfil their liabilities or to fulfil them on time. The Purchaser shall be entitled to have no claims towards the Seller due to the latter’s failure to perform or to timely perform the Sales Agreement caused by force majeure. Force majeure events include: curfew, natural disasters, strikes and circumstances such as e.g. fire, flood and thunder strikes.
  1. Final provisions
    • In matters not regulated herein, the provisions of the Polish law apply.
    • Any disputes arising and connected with the execution hereof shall be solved in the first place amicably. Should the amicable way of solving a dispute fail to do so, it shall be settled by a court having jurisdiction over the Seller’s seat.
  1. Definitions
  • The expressions used in this document have the following meaning:
    • Seller – Professional Automotive Group spółka z ograniczoną odpowiedzialnością, ul. Górecka 23, 60-201 Poznań, NIP [Taxpayer ID Number:] 7792490347, REGON [Business ID Number:] 380279708, entered in the Register of Entrepreneurs kept by the District Court Poznań Nowe Miasto i Wilda in Poznań, 8th Commercial Division KRS, number KRS 0000732926, share capital PLN 15,000,000,
    • Purchaser – natural or legal person, or an entity without legal personality which enters into an agreement with the Seller,
    • Parties – Seller and Purchaser referred to jointly,
    • GDT – General Delivery Terms,
    • Sales Agreement – car sales agreement concluded between the Seller and Purchaser in form of documents; according to the rules stipulated in (3), an order accepted by the Seller in written shall also be deemed a concluded Sales Agreement,
    • Offer – the proposal of sale of a car or cars presented to the Purchaser by the Seller,
    • Order – the order placed with the Seller by the Purchaser.
  1. Application of GDT
    • These GDT apply to all Sales Agreements concluded between the Seller and Purchaser, and constitute their integral part. Placing an order by the Purchaser confirms the acceptance of the GDT unless the Seller and Purchaser have agreed in written on conditions other than those stipulated in GDT.
    • Should any of the GDT clauses prove to be ineffective or invalid, it has no influence on the validity of the other clauses whatsoever.
    • However, the general terms applied by the Purchaser bind the Seller only to the extent which the latter accepts and shall clearly express so in written.
    • These GDT do not apply to the agreements concluded with the clients being consumers in the meaning of Art. 221 of the Civil Code.
  1. Conclusion of the agreement
    • The Offer presented to the Purchaser by the Seller binds the latter exclusively within the scope described therein.
    • Placing an order or an offer to conclude an agreement by the Purchaser does not bind the Seller and lack of the latter’s response does not constitute a silent acceptance of the order. Acceptance of an order becomes binding for the Seller only at the moment of a written acceptance by a person authorised to represent the Seller. A confirmation sent electronically shall be considered a written acceptance as well.
    • If the conclusion of the Sales Agreement has not taken place in the way described in 3.2, then it should be concluded between the Seller and Purchaser at the moment of their signing the Sales Agreement.
    • The Purchaser must not transfer all or some of their rights and duties arising therefrom onto a third party without prior and written consent of the Seller.
  1. Prices
    • The prices given by the Seller do not include the VAT unless it has been clearly indicated.
    • The Purchaser is obliged to pay the price stipulated in the Sales Agreement. The price mentioned in sentence 1 may rise if by the day of handing over the car:
      • the price list of the supplier from whom the Seller purchases cars has changed,
      • the customs or tax rates have changed or new fees have been introduced,
      • legal regulations have been changed which impose on the Seller new public burdens – by the equivalent amounts arising from the change of the price list, rates, taxes, fees or other burdens imposed on the Seller.
    • The price does not include additional fees incurred by the Purchaser such as insurance expenses, costs of registration or delivery of the car to the place of reception given by the latter unless it has been clearly stipulated in the Sales Agreement.

Terms of Payment

  • The payment of the price is made as follows:
    • Once the Sales Agreement is signed, the Purchaser makes the advance payment the amount of which is individually agreed upon by the Parties.
    • The payment of the rest of the price must take place within 7 days from the day of informing the Purchaser by the Seller about the vehicle being available for them or about the Seller’s readiness to transport it.
  • Should the Purchaser fail to make the advance payment described in 5(1)(1) within 7 days from the day of signing the Sales Agreement, the Seller has the right to terminate it with immediate effect without any Party having to make an additional statement.
  • Should the Purchaser get into arrears with the payment of the rest of the price described in 5(1)(2), according to the applicable regulations the Seller shall calculate the maximum late payment interest for each day of the delay.
  • Calculating the interest does not exclude the Seller’s demand to be paid compensation should the Purchaser’s delay of the payment of the price cause additional costs incurred by the Seller or should the latter have suffered any other damage. Should any of these have taken place, the Purchaser shall reimburse the Seller the additional costs they have incurred or those of the damage caused.
  • If the payments are made to the Seller’s bank account, the date of payment shall be considered the date of crediting the account.
  • Without the Seller’s explicit written consent, the Purchaser shall have no right to make compensation or a deduction of the Seller’s receivables payable to the Purchaser against any of their receivables towards the Seller. The Seller shall be entitled to make deductions from the Purchaser’s receivables against the receivables payable to them by the Purchaser.

Transferring the car.

  • The car shall remain the Seller’s possession until its entire price has been paid. Pursuant to the provisions of the Civil Code, the issue of the invoice by the Seller does not mean – transferring the right of ownership of the car onto the Purchaser.
  • The car documents shall be issued to the Purchaser once they have paid the entire price stipulated in the Sales Agreement.
  • The Purchaser shall pick up the car on the day and spot determined by the Seller or alternatively by the Parties. The car shall be stored by the Seller at the Purchaser’s cost (EUR 50.00 + VAT daily for each car unless another price has been specified in the Sales Agreement).
    • If the Purchaser fails to inform the Seller in written or by email about their will to pick up the car within 7 days from the day stipulated in 6(3) clause 1 – the storage cost shall be calculated from the day mentioned above. 1,
    • If the Purchaser informs the Seller in written or by email about their will to pick up the car within 7 days from the day stipulated in 6(3) clause 1 but fails to do so, the storage cost shall be calculated from the day following the day when those 7 days have passed.
  • The Purchaser shall also cover all additional costs or fees incurred in connection of the car not being picked up on the day described in 6(3) clause 1.
  • If the car is transferred to the client in a country other than the seat of the Purchaser, the Seller reserves the right to organize its transport to the place of the transfer.
  • Any damages shall be reported exclusively on the day of the transfer of the car or its unloading from the transport. No later reports of damages shall be considered. The condition for the settlement of potential transport damages is the Purchaser’s sending photos of the event to the email address of the person dealing with the transaction on the Seller’s side on the day of the event (the photos should demonstrate the identification number of the vehicle and the image of the damage), and the description of the damage in the CMR.
  • The Parties’ liability under warranty shall be excluded.
  • The Seller does not take responsibility for being unable to perform the Sales Agreement due to force majeure. The Seller shall immediately inform the Purchaser in written or by email of the obstacles caused by force majeure making it impossible to fulfil their liabilities or to fulfil them on time. The Purchaser shall be entitled to have no claims towards the Seller due to the latter’s failure to perform or to timely perform the Sales Agreement caused by force majeure. Force majeure events include: curfew, natural disasters, strikes and circumstances such as e.g. fire, flood and thunder strikes.
  1. Final provisions
    • In matters not regulated herein, the provisions of the Polish law apply.
    • Any disputes arising and connected with the execution hereof shall be solved in the first place amicably. Should the amicable way of solving a dispute fail to do so, it shall be settled by a court having jurisdiction over the Seller’s seat.

 

PAG Group - Professional Automotive Group sp. z o.o.

Professional Automotive Group Spółka z o.o.

ul. Górecka 23
60-201 Poznań

Tax no.: 779 249 03 47

PAG Group – Professional Automotive Group