terms & conditions

GENERAL TERMS AND CONDITIONS OZPARTS B.V.

1. General provisions

The Commercial General Terms and Conditions define the principles of permanent cooperation with entities conducting business activity, including the principles of concluding contracts for the sale of Products offered by Ozparts B.V. with its registered office in Weena 690, 3012CN Rotterdam, Netherlands, NIP NL.8663.35.791B01.
The General Conditions of Sale constitute an integral part of all sales contracts concluded by Ozparts with business entities and apply to them, unless the Parties to the Contract have expressly agreed otherwise. Any deviation from the application of these General Terms and Conditions must be in writing under pain of nullity. Unless otherwise agreed in writing, under pain of nullity, any deviation applies only once to a given commercial transaction.
The Parties exclude the use of the Buyer's contract models, in particular general terms, contract templates, order templates, regulations, etc.
The General Terms and Conditions are announced to the Buyer on the website https://ozparts.eu/terms in a form that allows storage and retrieval and are made available at the Buyer's request.
If the Buyer is in a permanent business relationship with Ozparts, the acceptance of the General Terms and Conditions of Sale at the first order shall be deemed to be their acceptance for all other orders and sales contracts, until their content is changed or their application is cancelled.

2. Definitions

For the purposes of these General Terms and Conditions, the following terms are defined:

GTC – these General Terms and Conditions;
Seller – OZPARTS B.V. based in Weena;
Buyer – any legal person, natural person, as well as an organizational unit without legal personality, conducting business activity, which sent a commercial inquiry or order to the Seller regarding products and services included in the Seller's offer;
Product – the subject of a sales contract concluded between the Seller and the Buyer;
Portal – the website at www.ozparts.eu/login through which the Buyer is entitled, under the terms of the Regulations for the Provision of Services by Electronic Means, to use the services provided by the Service Provider, including placing Orders;
Order – provided by persons authorized to represent the Buyer or persons authorized to place orders, a declaration addressed to the Seller containing the will to conclude a contract and the necessary elements of the sales contract.

3. Product information

All technical information regarding the Products, resulting from catalogues, prospectuses and other advertising materials presented by the Seller, are indicative data and are valid only to the extent that they are accepted by both Parties.
Announcements, advertisements, catalogues and information provided via the Portal about the Products offered by the Seller are for information purposes only and do not constitute an offer within the meaning of the Civil Code.
Catalogues, price lists and technical references provided to the Buyer by the Seller in printed or electronic form remain the property of the Seller at all times and may not be reproduced in any way without the Seller's written consent. The Seller is not responsible for any errors or omissions in the aforementioned catalogues, price lists and technical references.

4. Prices

Prices quoted by the Seller's representative or published price lists are subject to change without notice and are not binding on the Seller. The Seller reserves the right to increase the prices in order to take into account an increase in costs incurred by the Seller or for the delivery of the Products.
Prices for the Products offered by the Seller are given as net value. If it results from applicable regulations, a tax on Products and services shall be added to the sales prices at the rates applicable on the date of Product delivery.
The costs of other additional services are determined individually when placing an Order.
The costs of delivery of the Product to the Buyer are at the Buyer's expense.
Any other costs that may arise during the execution of the Order, e.g. repackaging and other fees and taxes applicable during the execution of the Order, shall be borne by the Buyer, unless the Parties have agreed otherwise.
The final price of the Product is determined based on the prices in force at the Seller on the date the Order is placed.
Rebates, discounts, reductions etc. provided by the Seller require individual arrangements with the designated representative of the Buyer in writing or in a documentary form (e.g. e-mail). When placing subsequent orders the Buyer can check information about the rebates, discounts and reductions established in this way after logging into his account on the Portal.

5. Quality

If the Order does not specify compliance of the Product with a standard or does not contain a description of the desired quality, the ordered Product shall be delivered as an ordinary Commercial Product, without liability for any special quality requirements.
The Buyer is obliged to know the technical parameters of the ordered Product.
The Seller undertakes to deliver products or services in accordance with the Buyer's Order. The Seller is not responsible for the correct selection of the ordered Product in a specific application by the Buyer or its further contractors, in particular for the suitability of the Product for specific purposes.
The Buyer acknowledges that the relevant European and national standards apply to the Products offered.

6. Conclusion of the Contract

The offer is the submission of an Order by the Buyer. The Buyer may place an Order in writing, as well as via e-mail or the Portal. An order placed orally, including during a telephone conversation, must be confirmed in writing via e-mail or the Portal. Otherwise, it shall not be implemented.
A Buyer placing an Order is tantamount to acceptance of the GTC.
The binding period of an offer or valuation and the time limit contained in other documents prepared by the Seller shall be specified each time in their content. If the deadline referred to in the preceding sentence is not indicated, the conditions specified in the offer, valuation or other document shall be binding on the Seller for a period of 2 days.
The placement of an Order by the Buyer does not bind the Seller, and a lack of his response does not mean that the offer has been tacitly accepted.
The conclusion of a Contract between the Parties takes place when the Seller confirms the acceptance of the Buyer's Order for execution via e-mail. The order history is available after logging in to the Portal.
In the event that after the Buyer has placed an Order and the Seller has confirmed it via e-mail, the Buyer's financial situation will significantly deteriorate or significant circumstances unknown to the Seller come to light, causing the performance of the Contract to be at risk, the Seller is entitled to call the Buyer to provide security or to immediately pay all debts due to him from the Buyer, or to withdraw from the Contract in whole or in part and seek reimbursement in this regard. In such a case, the Buyer has the right to claim damages only to the extent to which the damage was caused by the Seller's deliberate misconduct.

7. Terms of payment

The standard condition for payment is prepayment to a bank account, use of a credit/debit card via PayU, Paypal or by PayU or the Revolut system. Using the above payment methods may result in the necessity to pay an additional fee in accordance with the price list of the payment intermediary.
After an initial period of cooperation (not shorter than 3 months) and a sufficient transaction history, the Buyer may ask the Seller for trade credit (the value of the credit and payment terms shall be discussed individually and directly).
In the case of deferred payment, the Buyer's payment for the purchased Products shall be made on the date indicated on the invoice, as agreed by the Parties, and in the absence of such arrangements – no later than 30 days from the date the invoice is issued. The deferred payment date is valid only for the period of validity of the trade limit and up to the amount of the limit granted, on individually agreed terms.
The date of payment shall be the date on which the funds are credited to the Seller's bank account.
If the Buyer exceeds the payment deadline of any due amount due to the Seller, further sales to the Buyer shall be suspended until the payment is settled. Sales are resumed on the date indicated by the Seller after the date of payment by the Buyer of the outstanding funds to the bank account indicated by the Seller (counted from the date of receipt of funds in the account indicated by the Seller).
If the Buyer exceeds the payment deadline again, the Buyer may lose the possibility of using the trade credit granted by the Seller. Subsequent orders shall be processed again in the prepayment form.
Filing a complaint does not entitle the Buyer to withhold payment for a Product or its part.
The Buyer does not have the right to make a statement to the Seller on the deduction of any amounts due, except for claims that are not subject to exclusion from deduction under the mandatory provisions. The Seller has the right to make a deduction in accordance with the provisions of the Civil Code.

8. Delivery, delivery period

The given delivery times are indicative. Failure by the Seller to meet the delivery date entitles the Buyer to assert his statutory rights only if the Seller, despite an additional deadline agreed in writing with the Buyer, still – despite a written request – does not perform the delivery or performance, taking into account paragraph 3 below. In any case, a delay in delivery of less than 30 days is not considered a breach of the delivery date.
In the case of prepayment, the delivery period of the Products begins to run from the moment the Buyer pays the entire remuneration due to the Seller, and in the event of the funds being credited to the Seller's bank account after 12:00 noon, the deadline starts to run from the next business day.
The delivery period is extended by the duration of an obstacle caused by circumstances beyond the control of the Parties, e.g. untimely delivery by the Seller's suppliers, force majeure events, unforeseeable disruptions in the Seller's work, e.g. power failure, transport and customs delay, transport damage, including road blockades, temporary restrictions in road traffic of truck transport, electricity shortages, widespread shortages of materials and raw materials, etc.
In the absence of detailed arrangements between the Parties, the delivery takes place at the Seller's discretion and without a guarantee for choosing the fastest and cheapest method of sending the Product.
If the Product is delivered via a company providing transport or courier services, the Buyer is obliged to inspect the condition of the package in order to determine whether the subject of the Contract or its packaging have been damaged. In the event of damage, the Buyer is obliged to prepare an appropriate shipment receipt protocol in the presence of an employee of the forwarding (transport) company, under pain of recognition that the packaging and the Product were not damaged until their delivery to the Buyer.
Buyers who wish to designate a different shipping company or method of transport, other than that used by the Seller, must make arrangements prior to the shipment of the Products.
Insurance is not included in the delivery cost. Insurance, if required, is the responsibility of the purchaser and must be agreed prior to shipment of the Products. All costs incurred, including the cost of insurance, if required, are borne by the Buyer.
In the event of damage to the Product during transport, the Seller should be immediately notified of this fact and sent a signed acceptance protocol with a description and justification of the reservations.
The Buyer is obliged to collect the Product or service immediately after notification of its availability in the Seller's warehouses. In the event of a delay in collecting the Product, the Seller is entitled to impose a contractual penalty on the Buyer in the amount of 25% of the gross value of the unclaimed Product. The Seller is entitled to seek damages in excess of the contractual penalty on general terms.
In the event of withdrawal from the Contract for reasons attributable to the Buyer, the Seller shall be entitled to a contractual penalty in the amount of 100% of the gross value of the Product being the subject of the Contract. The Seller is entitled to seek damages in excess of the contractual penalty on general terms.

9. Withdrawal from the Contract

The Seller may withdraw from the Contract in the event of any of the following cases:
1. the Buyer refuses to accept the Product,
2. the Buyer is more than 14 days late with the payment of the amount due to the Seller,
3. for reasons beyond the control of the Seller and relating to an entity from which it purchases Products, the Seller shall not be able to perform the Contract in whole or in part within the time limit.
The right to withdraw from the Contract may be exercised within 90 days from the date of occurrence of the reason justifying the withdrawal. The declaration of withdrawal from the Contract requires a written form with the reason for the withdrawal. The Parties agree that in the event of withdrawal from the Contract by either of them, the withdrawal shall only apply to the unperformed part of the Contract, i.e. it shall only apply to the rest of the unfulfilled performance (ex nunc withdrawal). If the Seller exercises the right to withdraw from the Contract, the Seller shall not be liable for non-performance of the Contract.
The Buyer has the right to withdraw from the contract and return the purchased Product within 30 days from the date of purchase (the issue of an invoice by the Seller), provided that the goods are undamaged and unused, except for contracts the subject of which are:
1. Products marked as follows: "non-returnable items", "special product" or "non-returnable product".
2. Products that are not stored in Poland and are ordered on a special order for the Buyer, about which the Buyer will be informed when placing the Order.
The Buyer has the right to return the purchased Product after 30 days, but not later than 60 days from the date of purchase (the issue of an invoice by the Seller), except for contracts the subject of which are:
1. Products marked as follows: "not returnable items", "special product" or "non-returnable product" – placed orders of such products can not be cancelled and such products can not be returned.
2. Products that are not stored in Poland and are ordered on a special order for the Buyer, about which the Buyer will be informed when placing the Order – placed orders of such products can not be cancelled and such products can not be returned.
In this case, the Seller shall examine the condition of the returned Product and return to the Buyer a part of the price paid under the following conditions:
- The product is intact, in its original packaging – 80% of the price paid
- The product is removed from the original packaging, with no signs of use – 50% of the price paid
- The product is damaged or with missing parts or with visible signs of use – 0% of the price paid
The returned Product becomes the property of the Seller. In the event of the return of a Product that is damaged or with missing parts or visible signs of use, the Seller is not obliged to return the Product to the Buyer and may keep it despite the lack of reimbursement of a part of the price paid.

10. Complaints

The Seller is not responsible for the warranty and guarantee of the Products sold.
The Buyer, via the Seller, is entitled to submit a complaint to the producer of a given Product. For this purpose, the Buyer should complete the on-line complaint form:

Note: All fields must be completed and photos must be added. The complaint will be automatically sent to the Seller. After receiving the document, the Seller shall send the Buyer a claim number. At the same time, it shall be forwarded to the manufacturer who will consider the submitted complaint. If the complaint is approved by the manufacturer, a credit note shall be issued or a replacement part (free of defects) shall be sent.

Complaints submitted in the above manner are considered according to the rules adopted by the individual producers of the Products.

11. Retention of title

The Seller reserves the right of ownership of the Product until the full price is paid.
If the value of the Product decreases in relation to the sale price, including if it is worn or damaged, the Seller may also demand compensation, including reimbursement of costs incurred in the subject of activities performed in the collection of the Product sold.
The Buyer has the right to further process or sell the Product delivered by the Seller as part of lawful business activity. In the case of processing, connection or merging with third-party Products, joint ownership is created in proportion to the value of the invoice issued for the Product subject to retention up to the value of the workload or other processed Products. Any Products processed in this way are Products subject to retention of title within the meaning of these GTC and are subject to free storage by the Buyer.

12. Improper performance of the Contract

The Seller shall not be liable for the Product used in a manner inconsistent with its intended use and technical properties, in which damage has occurred as a result of errors in execution and design by third parties and as a result of failure to comply with the manufacturer's recommendations and instructions.
For the avoidance of doubt, the Parties confirm that the Seller shall not be liable for indirect or consequential damages, economic losses or lost profits of the Buyer, its related entities or entities that incurred them in connection with the performance of the Contract, in particular damage caused by the loss of the Product, loss of a percentage of salary or profit. In any case, the Seller's liability for improper performance or non-performance of the Contract is limited to the amount of the net price actually paid by the Buyer for the purchase of the Product sold and wilful misconduct or gross negligence.

13. Personal data protection

To the extent that Ozparts processes the personal data of Buyers and other natural persons as a personal data administrator, detailed information on this processing, its purpose and the rights of persons whose data is processed are available on the website www.ozparts.eu/privacy_policy.

14. Final Provisions

Legal relations with the Buyer are governed exclusively by Polish law. The place of fulfilment of any obligations arising from these regulations is Toruń. In the case of international Agreements, the application of the Convention of April 11, 1980 on contracts for the international sale of goods is excluded.
In relation to any disputes that may arise directly or indirectly from these regulations, the place and competence of the Polish court appropriate for the seat of the Seller shall be determined. The Seller reserves the right to bring an action to a court having jurisdiction over the Buyer, if it may accelerate the resolution of the dispute.
It is not allowed to assign the rights resulting from a contract concluded with the Buyer or a placed order to third parties without the written consent of the Seller.
OZPARTS is a trademark of the Seller. Customers may not use OZPARTS, OZPARTS B.V. trade name or trademarks, or any part thereof, as part of the customer's name. Customers have no right, interest or claim to such trade names or trademarks.
In the event of legal ineffectiveness of individual points of the GTC, the remaining provisions and orders implemented on their basis shall remain in force. The Parties shall agree on an effective provision to replace an ineffective provision, which will reflect as closely as possible its meaning and intention.
In matters not regulated by the provisions of these GTC, the provisions of the Polish Civil Code shall apply accordingly.

15. LUCID Packaging Register number (EPR)

We are registered with the Zentrale Stelle Verpackungsregister (Central Agency Packaging Register – 'ZSVR') and our LUCID Packaging Register number (EPR) is as follows: DE3891082047406.