General terms and conditions of sale

1 / SUBJECT OF THE AGREEMENT:

By placing an online order, the Customer agrees to be bound by and accept these general terms of sale. These terms cannot be modified in any way by conflicting provisions in general terms of cooperation with the customer or any other document. MPPR hereby expressly rejects the lack of acceptance of any of these provisions, and such lack of acceptance is in no way binding on MPPR.

2/ CUSTOMER ACCOUNT:

The Customer is responsible for maintaining the confidentiality of their account and password. The Customer shall take all necessary measures to ensure that their password remains confidential and secure. If the Customer has any reason to believe that their password is known to another person or if the password is being used or may be used in an unauthorized manner, they must immediately inform MPPR. The Customer is responsible for providing accurate and complete information and is obliged to inform MPPR of any changes to this information. The Customer may access and modify data on their account and may request customer service to modify data. MPPR reserves the right to deny access, close accounts, delete, or modify content if the Customer violates applicable laws and these general terms of sale.

3/ USE:

The products we provide are intended for use solely by professional specialists during installation or replacement of parts; therefore, specialists are required to ensure, after mandatory checks, that they operate in accordance with the standards and regulations of their country.

4/ DESCRIPTION:

Specifications described on the website are not binding. MPPR reserves the right to modify its articles without notice, in order to quickly adapt to improvements resulting from new techniques and regulations.

5/ ORDERS:

MPPR's offers do not constitute offers within the meaning of Article 66 of the Civil Code.
Placing an order by the Customer constitutes an offer to conclude a contract.
The contract is concluded only upon written confirmation of acceptance of fulfillment of the order by MPPR.
Automatic confirmation of receipt of the order does not constitute acceptance of the order.
MPPR will honor orders to the extent of its suppliers' capabilities and may offer substitute products.
The issuance of a pro forma invoice does not constitute acceptance of the order.
Order fulfillment will only occur after full prepayment has been recorded.

6/ DELIVERY TIME:

Unless otherwise specified in the order acceptance confirmation by MPPR, all delivery times on the website and in offers are estimated and indicative.

7 / DELIVERY:

All deliveries by MPPR are managed by the UPS courier company. When making a delivery, the Customer is required to check the condition of the packaging and products. In case of damage, the Customer must provide detailed reservations in writing on the delivery receipt. In case of the Customer's absence during delivery, the carrier is obliged to leave a waybill with their contact numbers to arrange a delivery date. The carrier bears sole responsibility for any damage, loss, spoilage, or any deterioration of quality that occurred during transport.
We recommend carefully checking the contents of crates or packages delivered by the carrier. After the 8-day period, any claims regarding the contents of crates or packages are subject to rejection.

8/ PRICES:

Unless otherwise specified in the order confirmation, MPPR prices are determined as net prices in Polish currency or in EURO. Transport costs are the responsibility of the Customer. When determining the price, economic conditions and VAT rates applicable on the order date are taken into account. Any subsequent change in VAT (in terms of rate or applicable regulations) will automatically adjust the tax included in the price due from the customer.
For deliveries outside the European Economic Area, Incoterm DAP 2010 conditions (delivered to place) apply.
Despite MPPR's efforts, selected products presented on the website may contain a pricing error. MPPR will verify the price when processing the order and before making payment. In case of an error, if the actual price is higher than the displayed price on the website, MPPR will contact the customer to inquire whether the Customer is still interested in purchasing the product at the actual price, or if the Customer would prefer to cancel the order. If the actual price is lower than the displayed price, MPPR will invoice the lower price and send the product to the Customer.
In the event of an obvious clerical, calculation or pricing error, MPPR reserves the right to cancel the order before it is confirmed, without being liable for any damages.
Prices may change until the order is confirmed, in particular in the event of changes in producer prices, exchange rates or transport costs.

9/ PAYMENT TERMS:

Unless otherwise stipulated in the MPPR order confirmation, the payment term for an order is from fourteen to thirty (14-30) days from the invoice date. The payment term is clearly indicated in this document. Interest will be charged at the minimum statutory default interest rate for each delayed payment in the amount of three times the statutory interest rate. In addition, in the event of further default in payment within two weeks after sending an official notice, the deliveries of ongoing orders may be suspended.
Both parties may agree on a specific payment schedule. Such detailed agreements may be changed at any time without notice in case of new circumstances that change MPPR's assessment of financial risk. Agreed payment terms may not exceed, in any case, 45 days from the end of the month or 60 days from the invoice date.
In case of non-payment of the amounts due, the Customer will be required to reimburse the costs incurred in the debt collection process, including representation costs, administrative costs, and penalties specified in these sales conditions.

10/ PRODUCT WARRANTY:

All products sold by MPPR are covered by a one-year warranty from the date of shipment. To avail of this warranty, it is necessary to provide the MPPR order number. All warranty claims must be sent to MPPR. The warranty does not cover:

• Defects resulting from installation;

• Defects related to improper or non-compliant use;

• Defects resulting from any other reason and its consequences.

The costs of returning a defective product covered by the warranty will be refunded by MPPR, and the Customer will be responsible for returning the product and paying for transport.

Defective products will be replaced after being received from the UPS logistics entity and then checked by MPPR.

11/ RETURNS:

In exceptional cases, with prior written consent from MPPR, a return of an order can be made within fifteen (15) days from the date the product was received by the Customer, provided that the returned product must be in an undamaged condition and in its original packaging.
The Customer bears the costs of transport and packaging, and a copy of the original delivery document must be included with the product.
MPPR asks its customers to adhere to the following guidelines for product returns:

• The Customer must request a product return from MPPR

• The Customer must carefully pack the product in the original packaging

• The Customer must print and affix the product return form provided by MPPR on the packaging

• The Customer must send the package within 15 days from the date of issuance of the product return authorization

The Customer must bear the costs of returning (transport and packaging) a product they no longer need. The return will be made upon receipt of the product by MPPR and provided that MPPR approves the operation.

MPPR reserves the right to withhold 20-35% of the value of the product returned by the Customer that is not part of the stock.

12/ TITLE TO PRODUCTS:

MPPR retains full legal title to the products until all amounts due for the ordered products have been received. The risk associated with the product, however, passes to the Customer at the time of signing the confirmation of delivery of the goods delivered within the European Economic Area and in accordance with the applicable Incoterm terms in the case of goods delivered outside the European Economic Area.

Irrespective of potential court proceedings for damages, MPPR may cancel the sale and repossess all products in case of overdue payment or if the Customer's financial situation has significantly deteriorated. In the event of bankruptcy, insolvency, liquidation of the Customer, or any other event leading to the inability to pay for products supplied by MPPR and in cases where part or all of the products have been sold to another buyer but payment for it has not been partially or fully made yet, the Customer shall immediately provide MPPR with all information required by MPPR to claim the amounts still owed by the subsequent buyer.

13/ INTELLECTUAL PROPERTY, COPYRIGHT, DATABASE PROTECTION:

All content of texts, graphics, logos, photos available through the MPPR website is the property of MPPR and its related entities and is protected by intellectual property law, copyright law, and database protection regulations.
Extraction and/or systematic use of certain parts of the MPPR website without its written consent is prohibited. Creating and/or publishing a database of its own, including some important sections (price list or product offer of MPPR) from the company's website without its written consent is prohibited.

14/ LIABILITY:

Force Majeure

MPPR is not liable for any delays in delivery or breakdowns caused by force majeure, which includes: governmental decisions, embargoes, war, acts of war, civil war, sabotage, fire, flood, exceptionally bad weather conditions, natural disasters, epidemics, quarantines, media issues (water, electricity, gas, and others) that, under other circumstances, function reliably, strikes (in MPPR or its suppliers or subcontractors), lockouts, force majeure events affecting the supplier or subcontractor, or any circumstances or events beyond MPPR's proper control.
In case of force majeure, MPPR will notify the Customer as soon as possible.
Indirect Damages

MPPR makes every effort to provide the best service and support the best practices in its industry sector. MPPR is not liable for actions of third parties or indirect damages such as lost profits, savings, loss of transactions, loss of customers, loss of orders, loss of company value or reputation, or any other losses or damages arising from any cause.
In the event of direct damages, the Customer may claim compensation from MPPR. The amount of compensation may not exceed the total value of the order.
MPPR is not liable in case of discrepancies between the images and content displayed on mppr.com.pl pages and the products delivered to the customer.

15/ APPLICABLE LAW:

The parties agree that the terms of sale are subject to Polish law, excluding conflict of law rules. The provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to any offer, confirmation, or agreement.
The Commercial Court in Warsaw, Poland will have exclusive jurisdiction to settle any disputes that cannot be resolved amicably between the parties.