Conditions of Sale

1. Contract Conclusion. Specific Terms and Conditions of the Contract (STCC):
   1. The following General Conditions of the Contract (hereinafter referred to as: GCC), once accepted by the person authorized to represent the Contractor while accepting the Offer/STCC, apply to all sale contracts concluded by Contractor with COINVEST and they constitute together with Specific Terms and Conditions of the Contract (hereinafter also referred to as STCC), referred to below, the basis for determining the legal relationship between the parties.
   2. Possible changes of GCC may be made in writing, under pain of nullity. All arrangements made verbally, including derogations from STCC and GCC, must be confirmed in writing by COINVEST to be valid.
   3. Upon receipt of any form of contract COINVEST will send to a Contractor the form, referred to as Specific Terms and Conditions of the Contract (STCC), specifying the terms and conditions: price, conditions and terms of payment including required advance payments, conditions and terms of delivery including place of delivery, expiry date of the offer. Conclusion of contract concerning the order shall be based on the conditions of STCC, through their confirmation, by the person authorized to represent the Contractor, by clicking "I ACCEPT" button in the OFFER/STCC form and then at www.co-eco.eu or by sending this confirmation to ms@co-eco.eu. Additionally, acceptance of an order can be send to ms@co-eco.eu.
   4. Confirmation of STCC conditions by a Contractor should occur within 2 working days. Delay in confirmation of STCC may cause postponement of the goods delivery for the time of Contractor’s delay and price change, what COINVEST promptly informs the Contractor about. Unless the Contractor reports order cancellation within 3 days, the Contract will be carried out under changed conditions.
2. Terms of delivery
   
   1. Deliveries are provided by COINVEST in accordance with STCC conditions, or "DAP" rule (goods delivered at the named place) where duty to protect the goods from damage or incidental loss is passed to the Contractor from the moment when goods are available to be unloaded at the named place, or “EXW” rule (make goods available at the named place: Siedlce, 26060 Checiny) where the risk of damage or accidental loss of the goods is passed to the Contractor once the goods are made available. Different conditions must be presented in STCC. 
   2. In the absence of the Contractor or persons listed in STCC, COINVEST is entitled to suspend goods delivery, and the Contractor is obliged to cover all expenses that arose therefrom. In this case, the Contractor may indicate any other person entitled to confirm delivery, by fax or email: ms@co-eco.eu before its pickup. The person confirming delivery is required to show valid ID.
   3. In case the Contractor failed to receipt the goods within a term determined in STCC, COINVEST may charge the Contractor a contractual penalties of 100 EUR for each hour of delay of over two hours.
   4. If there was no good pickup made available for the Contractor on the basis of EXW, the Contractor will pay COINVEST 1 EURO for each day of using 1 square metre of warehouse space for storage the goods.  
3. Delivery time
   
   1. Unless STCC state otherwise, data specifying the term of delivery is approximate and all claims for delay are disabled.
   2. According to the requirement of advance payments, the lack or delay of it may cause change of the date of delivery, till the time of payment, what COINVEST informs the Contractor about, on the expiry date of the period laid down in STCC.
4. Payments and principles of changes in the goods prices
   1. The Contractor is obliged to transfer a payment for the goods to the COINVEST`s bank account, within the terms and in a form specified in STCC and invoices.  
   2. When according to VIES system, and despite declaration and VAT number indication the Contractor making intra-Community acquisition is not an active taxpayer, or by specifying the wrong data it is impossible to identify it in the VIES system, COINVEST will add to the amount stated in STCC the amount of VAT by the appropriate rate, and the Contractor is obliged to pay the increased amount. For each such case, COINVEST shall immediately notify the Contractor, who can take immediate steps to identify the correct data authorizing the purchase of goods exempt from VAT.
   3. If conditions of SWU determine the need for advance payment of a specific amount, or pre-payment for all goods covered by SWU, COINVEST is entitled to refuse to execute the contract / delivery of the goods until the date of payment arising from the SWU. COINVEST is entitled as well to suspend deliveries of goods covered by another SWU.
   4. In case of payment by the Contractor any payments as advances on the basis of the following SWU, COINVEST is entitled to include payments as longer due amounts.
   5. In  case of delay in payment, COINVEST is entitled to charge statutory interest. The date of execution of the contract is the date of payment to the COINVEST`s bank account of the amount due.
   6. In the event of a counterparty several debt load, in the first place the earliest debt is paid, and when there are two debts with the same due time – then they are proportionately  deducted. Different Contractor`s reservations made at the payment are not effective.
5. The reservation of the right of ownership in favor of COINVEST  
   1. Until full payment of the purchase price for the goods covered by the specific STCC, it is wholly owned by COINVEST. The Contractor is obliged to immediately notify COINVEST of attachment or other legal or actual threat to the goods, the ownership of which is reserved for COINVEST. The Contractor is obliged to inform, at the request of COINVEST, of the site of the goods, the property of which is, according to GCC, reserved for COINVEST.
6. Liability for defects
   1. For the assessment of conformity of the goods with the contract there is appropriate moment of transition danger of accidental loss or damage to items on the Contractor, agreed by regulations of STCC and GCC.
   2. The Contractor is obliged immediately upon receipt, check all delivered goods, in order to determine the absence of external faults. If the defect of goods was caused during the transport proceed by COINVEST, it is necessary to include the defect on CMR document and possible draw up separate protocol.
   3. All the complaints should be report not later than one day after the delivery/receiving, by phone. In every case not later than 5 days from delivery/reception of goods, the Contractor is obliged to prepare letter of complaint in writing, and send by fax or email to the address: ms@co-eco.eu with all photographic documentation of defect enclosed. At the request of COINVEST, the documentation should be duly completed.
   4. Defects that could not be detected because of their special nature, should be reported after their detection but not later than 2 months after delivery/reception of the goods. It will be responsibility of the Contractor to prove presence of the defects in the moment of delivery. 
   5. COINVEST may give warrantly for the goods under the conditions and within a deadline set in the warranty card, given to the Contractor.
7. The applicable law. The choice of court
   1. The parties hereby agree, that for all possible disputes under the contract concluded on the basis of the General Conditions (GCC) and appropriate, agreed in each case specific contractual conditions (STCC), polish law will be exclusively applicable.
   2. For all possible future disputes arising out of the legal relationships resulting from agreements concluded on the basis of General Conditions (GCC) and Specific Terms and Conditions (STCC) the competent courts shall be the courts of the Republic of Poland. The court of jurisdiction is the court which covers the registered office of COINVEST.
8. Severability (clause)
   1. If any regulation of the contract concluded on the basis of STCC and GCC will occur to be invalid or unenforceable, the effectiveness of the remaining provisions shall not be affected thereby, the appropriate law regulations will apply there, or in their absence generally applicable commercial practices, existing in the registered office of COINVEST.