1. Scope of use

1.1 These General Terms and Conditions of Sale (“GTCS”) constitute an integral part of contracts of sale concluded by and between LONICS, ul. Kasjopei 7, 01-934 Warszawa (“Seller”), and buyers of the Goods offered by LONICS (“Buyer”), unless otherwise agreed in these contracts. The text of the contract of sale (“Contract”) is specified in the Buyer’s order confirmed by the Seller and in the GTCS.

1.2 The Seller has published the GTCS on the website at www.lonics.pl , thus making the Terms and Conditions available to the Buyer before concluding the Contract. The Buyer may copy the GTCS from the website of the Seller, keep and reproduce them.

1.3 Any deviations from the GTCS shall require written confirmation by the Seller under pain of invalidity.

  1. Conclusion of a contract

2.1 The contract of sale shall be concluded subject to placing an order and confirming the order by the Seller. The confirmation of the order by the Seller shall mean that the Seller received the order and accepted it for implementation. The order shall be confirmed by means of a relevant document sent using electronic means or by fax, within no more than 10 working days. The order confirmation may be replaced by a delivery of the Goods ordered within the same time limit. The contract shall be concluded after the Seller confirms the order or upon the delivery of the ordered Goods to the Buyer. Orders can be placed by electronic means, via the website of the Seller, via e-mail, by fax or telephone and in writing. In the case of orders placed by telephone, the Seller may require the Buyer to confirm the content of the order in writing.

  1. Delivery dates

3.1 Expected delivery dates specified in the Buyer’s order shall be approved by the Seller in the confirmation of the order acceptance. If the Seller is unable to approve these delivery dates, the closest possible dates of implementing the Buyer’s order shall be specified in this document. The Seller may make the commencement of the performance of the contract conditional on or may suspend the delivery until receiving from the Buyer the specified amount due. This in particular shall refer to required advances, down payments for the order being implemented, and in the case of delayed payments for Goods delivered previously.

3.2 Shall the Seller fail to receive the delivery conforming to the Buyer’s order from the Seller’s supplier in a timely manner and in a correct way, the Seller shall notify the Buyer thereof and shall specify the currently expected delivery date. Shall the Buyer fail to respond to this inquiry within 5 days of its receipt, this shall be considered equivalent to the approval of a new delivery date. Consequently, claims of the Buyer for a delayed delivery shall be excluded.

3.3 In the case of a delayed delivery from the Seller, the Buyer may withdraw from the contract after the expiry of a reasonable additional period. This period shall start running not before the Seller receives a written declaration of the Buyer on setting an additional period, including the information that after the expiry of this period, the Buyer would withdraw from the order. Claims for damages that can be pursued instead of withdrawing from the contract shall be allowed only if the delay resulted from gross negligence of the Seller. Claims for damages shall be limited to compensation for typical contractual damage up to the limit of a loss actually suffered, excluding lost benefits.

  1. Prices

4.1 Prices specified in proposals and order confirmations shall be expressed in the currency in which the particular document has been issued.

4.2 Prices specified in proposals shall be finally confirmed at the moment of starting the implementation of the order. Prices included in the order confirmation shall be binding.

  1. Delivery

5.1 The place of issuance of the goods shall be the Seller’s warehouse in Warsaw. The Seller may, on behalf of the Buyer, mandate a shipping company with the delivery of the Goods to the point specified by the Buyer. Shipment costs shall be borne by the Buyer.

  1. Payments

6.1 The amount due for sale of the goods/services shall be paid within the time limit specified in the sales invoice, starting on the date of issuing the invoice, at the cash desk of the Seller or by wire transfer to the Seller’s bank account.

6.2 The date of payment of cash at the cash desk of the Seller or the date of crediting the Seller’s bank account with cash shall be considered the payment date.

6.3 The Seller shall be entitled to amend the agreed payment terms in the case of identifying a risk that the Buyer would not fulfil his financial obligations arising from the contract of sale.

6.4 In case of delay in the payment of the amount due, the Seller shall be entitled to calculate statutory interest for each day of delay.

  1. Complaints, liability

7.1 The Seller shall grant a 12-month warranty for the quality of all the goods delivered, except for the goods marked in the sales invoice as “Products subject to guarantee”  or “EMS products.” A potential extension of liability shall require separate arrangements in written or documentary form (e.g. by concluding a separate agreement).

7.2 Potential complaints shall be made by telephone or e-mail, to info@lonics.pl.

7.3 In the case of accepting a complaint, obligations of the Seller shall involve replacing the Goods with defect-free goods or rectification of a defect. If these actions are impossible or excessively burdensome, the Seller may instead withdraw from the contract, while returning the price of the Goods. If only a part of the Goods is returned due to defects (i.e. withdrawing from the contract in part), only a relevant part of the amount shall be returned.

7.4 The warranty for the quality shall not include defects resulting from improper use, assembly, maintenance, or defects due to repairs performed by the Buyer independently.

  1. Technical support and advice

8.1 Any technical support or advice provided to the Buyer by the Seller with respect to the use of any goods or other related to the purchases made by the Buyer shall be free and shall be provided as a courtesy to the Buyer. The Seller shall not be held liable for the content or application of such an advice or technical support by the Buyer, or for any opinion of the Seller’s employees, as for granting or even suggesting a guarantee. Employees of the Seller shall not be authorised to represent a position on any product or service, unless it was confirmed in writing by the Sales Manager.

  1. Installation, assembly, application

9.1 The Seller shall not be held liable for the effects of operation of the delivered goods in combination with other subassemblies, unless the Seller has expressly guaranteed such operation in writing.

9.2 The Buyer shall be responsible only for the assembly, installation and operation of the Goods purchased, including obtaining licences or certificates required for the purposes of assembly, installation and operation of these Goods.

9.3 The Buyer shall be obliged to test the Goods delivered before they are used in serial production in combination with other subassemblies, in order to confirm their correct cooperation. The Client shall test a sample quantity from each batch of the goods delivered, in order to confirm their operation in accordance with expectations, before starting the assembly of the batch delivered.

9.4 Unless otherwise agreed in writing, the Goods purchased cannot be used in life-support devices or systems, as well as in other instances, when a failure of the product may pose a risk to life or have catastrophic consequences. The Buyer shall indemnify the Seller against any third parties’ claims resulting from non-compliance with this reservation.

  1. Force majeure

10.1 The Seller shall not be held liable for the non-performance or improper performance of his obligations under the Contract if such non-performance or improper performance is due to an extraordinary change of circumstances that could have not been foreseen at the time of concluding the Contract and that prevented the fulfilment of the Seller’s obligations or made it excessively burdensome, or due to which the fulfilment of obligations would expose the Seller to a risk of significant losses. In such case, the Seller shall be entitled to withdraw from the Contract. An extraordinary change of circumstances shall mean, in particular, natural disasters, weather conditions significantly impeding transport, catastrophes, strikes, riots, war, administrative restrictions in trade or transport, and legislative changes.

  1. Final provisions

11.1 Any disputes that might arise in relation to the implementation of the Contract concluded based on these GTCS shall be resolved by the court competent for the registered office of the Seller.