General Terms & Conditions of Sales and Delivery

General Terms & Conditions of Sales and Delivery

  1. Definitions
    1. The following definitions apply in these General Terms & Conditions:
  1. “Filter Service” – Filter Service Sp. z o.o. with its registered office in Zgierz.
  2. “Buyer” – natural or legal person who wants to enter or has entered into a contract with Filter Service or who receives a Quotation to enter into a contract.
  3. “Contract” – any contract for the sale of the Products by Filter Service and delivery of the Products to the Buyer, any supplement or amendment to the contract as well as all documents and acts made in connection with the preparation and performance of the contract, excluding contracts signed via the Internet.
  4. “Products” – all goods that have been or are to be sold by Filter Service under the Contract.
  5. “General Terms & Conditions of Sale and Delivery of the Products” – these General Terms & Conditions, hereinafter referred to as “GT&C”.

  1. Scope
  1. The GT&C define the principles for the conclusion of Contracts by Filter Service with the Buyer.
  2. The GT&C do not apply to consumer sales as defined by the Civil Code and the Consumer Rights Act. Consumer sales shall also mean contracts signed with a natural person entering into a contract directly connected with their economic activity, where the contents of the contract indicate that the contract is not connected with the person’s professional activity as indicated, in particular, by the subject of the person’s business activity communicated according to the provisions on the Central Register and Information on Economic Activity.
  3. The GT&C do not apply to the sale of Filter Service Products via the following website: http://www.sklep.citymask.eu. Online sales shall be governed by the terms and conditions of the online store found at: http://www.sklep.citymask.eu/pl/Regulamin,15
  4. The GT&C are an integral part of all Price Lists and Contracts. The GT&C also apply to every request for quotation and negotiations concerning the price or the Contract. The GT&C are submitted to the Buyer for information as an appendix to the Contracts or no later than upon the placement of the order by the Buyer, and they are also available on the website of Filter Service at www.filter-service.eu in the “support” section.
  5. If the Buyer is a permanent business partner of Filter Service, their acceptance of the GT&C for one order is deemed to be equivalent to acceptance of the GT&C for all other orders and Contracts.
  6. In case of any discrepancies between the GT&C and the Contract, provisions of the Contract shall prevail.
  7. The inclusion of any additional or inconsistent standard contracts in any documents issued by the Buyer, either before or after the issue of any document by Filter Service, shall not be construed as the acceptance of such contracts unless such acceptance is explicitly stated in the Contract and it is expressly indicated that the provisions GT&C have been excluded in this regard.

  1. Price Lists
  1. Announcements, advertisements, catalogues and other advertising materials concerning the goods offered by the Supplier are provided for information only and shall not be deemed an offer within the meaning of Article 66(1) of the Civil Code, and any specimens or samples of the goods shown by Filter Service are shown only for reference and for display purposes.
  2. The final prices of goods and services are determined on the date the order is accepted by Filter Service.
  3. The prices specified in the price lists (sent by e-mail, communicated verbally by the Customer Acquisition, Service and Marketing Department and the Sales Department or delivered otherwise) may be changed by Filter Service depending on the situation on the market of components for the Products, whereas the above-mentioned change of prices and rates shall not be construed as an amendment to the Contract and shall only require sending a notice of the index used to the Buyer.
  4. Deviations from the applicable Price Lists shall be effective as of the time they are approved in writing by Filter Service, and they shall only apply to a specific business transaction.
  5. The prices and rates communicated by Filter Service are net prices and rates, increased in each case by the value added tax according to the applicable rates. The prices of the Products are given in PLN or in EUR. The prices include standard costs of packaging.

  1. Execution of the contract
  1. The Contract is entered into when the Buyer places an order. The order shall be placed in writing (e-mail, fax).
  2. In order for the execution or amendment of the Contract to be valid, all declarations exchanged between the Parties in this regard shall be delivered to the other Party in writing by mail, by fax or by e-mail.
  3. The Parties exclude the silent (implied) acceptance of the order as defined in the Civil Code. The confirmation of the receipt of the order shall in each case be sent to the Buyer in writing or by e-mail or fax.
  4. If the confirmation referred to in item 4(c) is not submitted, this shall mean that no contract has been executed.
  5. Amendments to the Contract shall apply only to the particular Contract and specific transactions.
  6. 6. The Buyer shall promptly notify Filter Service in writing of any change of their registered office, place of residence or service address for communications and contact details. If Filter Service is not notified, all communications delivered to the addresses indicated in the order or in the concluded Contracts or other business agreements shall be deemed to be effective.
  7. If Filter Service limits production for any reason, Filter Service may sell and deliver to the Buyer a smaller quantity of the Products than that specified in the Contract, of which the Buyer shall be notified in writing, by e-mail or fax. The amount payable shall be reduced proportionately to the actual deliveries.


  1. Delivery of the Products
  1. Regarding the delivery of the goods to the Buyer, the delivery shall be deemed to be completed as of the time the Products are delivered to the designated destination.
  2. If the goods are collected personally by the Buyer, the delivery shall be deemed to be completed as of the time, the goods are collected from the warehouse of Filter Service.
  3. Filter Service shall cover the costs of delivery of the goods to the Buyer if the value of the ordered goods exceeds PLN 500 net. This does not apply to shipping outside Poland.
  4. As of the time of issue of the items sold by Filter Service, the benefits and burdens connected with the items and the risk of accidental loss of or damage to the items shall be transferred to the Buyer.
  5. The Buyer shall cooperate with Filter Service regarding the delivery and acceptance of the Products.
  6. The agreed delivery dates are only indicative and shall not be binding. Filter Service shall reasonably and fairly try to observe the agreed delivery dates.
  7. Delivery dates and periods may be suspended until the Buyer pays any and all outstanding amounts payable to Filter Service or if the Buyer has not fulfilled or has unduly fulfilled their obligation to submit the information required for Filter Service to deliver the goods.
  8. Filter Service shall not be liable for any damage arising from failures to observe delivery dates or other dates unless the Parties decide otherwise.
  9. Filter Service reserves the right to modify the Products shown in their catalogues, brochures and other printed materials and on their website as well as to remove the Products shown in such materials from their range. Filter Service is not responsible for inconsistencies between the graphical design of the delivered Products and the illustrations shown in the catalogues, brochures, on the website and in other printed materials.
  10. If the Buyer refuses to accept the ordered Products delivered by Filter Service, Filter Service reserves the right to withdraw from the fulfilment of the Contract in whole or in part and charge the Buyer with the incurred costs, including, in particular, the costs of invoicing, sending documents, preparing the Product, storage, transport and, where necessary, disposal of the Products.

  1. Invoicing and payments
  1. Unless specified otherwise in the Contract, Filter Service shall issue the invoice according to the applicable regulations arising from the VAT Act.
  2. The invoices of Filter Service shall be paid in the agreed currency and within the due dates specified in the invoices. If the invoice does not indicate any due date, the payment shall be made within thirty (30) days from the delivery of the invoice to the Buyer.
  3. The Buyer shall not make set-offs against the amount indicated in the invoice. The Buyer shall not suspend the payment of their amounts payable.
  4. If the Buyer does not challenge the invoice within ten (10) business days from its delivery, it shall be deemed that the invoice has been accepted by the Buyer.
  5. Payments made by the Buyer to Filter Service shall, in the first place, be considered towards outstanding incidental dues and then towards the principal dues.
  6. Filter Service may, at any time, refuse to deliver a new order to the Buyer if the Buyer has any unpaid mature invoices.

  1. Warranties and warranty claims
  1. The provisions of the GT&C apply to sales between enterprises.
  2. Filter Service grants a warranty for the Product for a period of twelve (12) months from the date of issue/collection of the Product unless the Contract stipulates otherwise. To exercise their rights under the warranty, the Buyer shall need the proof of purchase of the Products (VAT invoices) and the proof of issue/collection of the Product (goods issue document). In any case, the consideration of the claim by Filter Service shall also require the Buyer to prepare a claim report and photographs promptly after the claim is reported.
  3. Filter Service does not grant any other guarantees, either explicit or implied. This also applies to all guarantees of the suitability of the Product for any specific use.
  4. The Parties hereby exclude the applicability of the provisions of the Civil Code concerning the implied warranty.
  5. Claims of the Buyer concerning any differences in the types or quantities of the Products relative to the ordered types and quantities shall expire if they are not reported by the Buyer at the time the Products are issued by means of an explicit note in all copies of the delivery tickets.
  6. Claims of the Buyer on the account of damage, defects or faults of the Products that can be identified visually shall expire if they are not reported to Filter Service in writing on the date the Products are issued.
  7. Claims of the Buyer on the account of damage, defects or faults of the Products other than those specified in the preceding sentence shall expire if they are not reported by Filter Service in writing within five (5) business days from: a) delivery date (i.e., the issue/collection of the Product) or b) defect identification date – provided that the Buyer proves that the defect could not have been identified within five (5) business days from the date of issue/collection of the Product.
  8. Claims shall not be reported by the Buyer and shall not be considered if:
    – the defect occurred in whole or in part due to the incorrect use or storage of the Products by the Buyer. Incorrect use or storage of the Products shall be understood as any use or storage contrary to that described in the user manual enclosed with the Products;

– the Product was modified or processed;
– Filter Service complied with the Buyer’s instructions to use materials to manufacture the Products or their packaging, and the use of such materials caused the defects;
– the defect concerns a small inconsistency of the quantity, quality, colour, finish, dimensions, composition, etc., that is acceptable in the industry or that could not have been avoided for technical reasons;

  1. The Buyer shall enable Filter Service to investigate the reported claim and shall fully cooperate with Filter Service in this regard. Filter Service may appoint an independent expert to investigate the claim. The costs of the report prepared by the expert may be charged to the Buyer if the claim or the reported objections are found to be groundless, in whole or in part.
  2. Failing to report a warranty claim within the above-mentioned periods shall void all of the Buyer’s claims under the warranty.
  3. Until the final consideration of the claim, the Buyer shall be obliged to keep the faulty Products in appropriate conditions, preventing the Products from being damaged or lost.
  4. Failing to report a warranty claim within the above-mentioned periods shall void all of the Buyer’s claims under the warranty.
  5. If the Buyer uses a Product with defects or faults that can be identified visually, the Buyer shall not be entitled to any claims against Filter Service on the account of the use of the faulty Products.
  6. Claims shall be considered within 30 days from the time they are reported to Filter Service.
  7. In order for a claim to be admitted for consideration, it shall be necessary to meet all of the following conditions:

– delivering a written warranty claim of the Buyer to Filter Service
– delivering a photocopy/photocopies of the invoice(s) for the purchased Product to Filter Service
– delivering product batch identification labels to Filter Service
– delivering relevant goods issue documents to Filter Service.

  1. Regarding claims that fail to meet all of the requirements shown in the section above, Filter Service may, at their sole discretion:

– initiate the consideration of the claim, including inspecting the faulty Products or collecting their samples for analysis, or
– request that the Buyer supplement the claim as necessary, including providing all data or documents required to consider the claim, within the specified period, which shall not be longer than three (3) business days, under the penalty of the claim being rejected as impossible to consider.

  1. The reported claim does not release the Buyer from the obligation to pay for the Product within the due date indicated in the VAT invoice or in the GT&C.
  2. If a defect is found, the Buyer shall not withdraw from the Contract but shall only have the right to have the faulty Product exchanged with a defect-free Product or repaired.
  3. 19. Filter Service undertakes to replace the Product with a defect-free Product or rectify the defects within fourteen (14) calendar days from the time the claim is admitted as reasonable. If the replacement or rectification of defects is difficult or impossible, Filter Service may, upon agreement with the Buyer, reduce the price of the faulty Product.
  4. If the Product was resold by the Buyer to a final customer who is a consumer, the Parties shall cooperate with due care to enable the Buyer to address the consumer’s claim within fourteen (14) calendar days from the time the claim was reported to the Buyer.

  1. Liability
  1. The Buyer acknowledges that Filter Service, as the supplier, is not liable for any defects or faults of or damage to the Products occurring after the Products are issued to the Buyer.
  2. Filter Service shall not be liable for indirect losses, including, in particular, consequential losses, lost profits, losses due to business interruptions, non-economic losses, direct commercial losses and other types of financial losses, including any third-party claims in the broadest possible sense, claims of end consumers and personnel of the Buyer.
  3. If Filter Service bears any liability to the Buyer for any kind of damage under the Contract, the GT&C and/or the law, such liability shall, in any case, be limited to the amount paid under the third-party liability policy of Filter Service.
  4. If the insurer of Filter Service does not make the payment for any reason, the liability of Filter Service shall be limited to the amount of the invoice (excluding VAT) issued under the Contract. If the items are agreed to be delivered in the form of partial deliveries, the liability of Filter Service shall be limited to the amount of the invoice (excluding VAT) issued for the partial delivery most closely related to the event that caused the damage. In any case, the maximum liability shall be PLN 50,000 (fifty thousand zloty) per event or sequence of events caused by the same reason.
  5. Filter Service shall not be obliged to compensate any damage if the Buyer was in default with the performance of any obligation to Filter Service or deliberately or grossly neglected the performance of the Contract at the time of the event that caused the damage.
  6. 6. If the Buyer is a distributor/dealer of Filter Service, the Buyer shall provide the regulations (concerning safety), guidebooks and manuals of Filter Service to their customers and notify consumers that they have to strictly adhere to such regulations, guidebooks and manuals. Filter Service does not bear any liability for damage caused by the failure of the Buyer to provide the regulations (concerning safety), guidebooks and manuals to their end consumers.
  7. Whenever the provisions of the Contract entitle Filter Service to request liquidated damages, Filter Service shall have the right to seek compensation in excess of such damages.

  1. Force majeure
  1. The Party to the Contract shall not be liable for undue performance, including delays, or non-performance of the Contract where this results from force majeure events.
  2. 2. Force majeure events shall be construed as any circumstances or events beyond the reasonable control of Filter Service, regardless of whether they could have been foreseen at the time of execution of the Contract, that prevent reasonably requesting that Filter Service perform their obligations, including, in particular, natural disasters, industrial action, labour disputes, military actions, resource shortages, epidemics, transport problems, import and/or export ban, measures taken by government authorities, explosions, fires, frost, high temperature, breakdowns in transport connections and power failures, interruptions in the operation of Filter Service or warehouses and production buildings of Filter Service. Force majeure events affecting the suppliers of Filter Service shall also be construed as force majeure events affecting Filter Service.
  3. The Parties shall notify each other promptly of any force majeure event.
  4. In case of a force majeure event, Filter Service shall suspend the performance of their obligations for the duration of the event without entitling the Buyer to any damages. The force majeure event shall not release the Buyer from their obligation to pay their dues.
  5. If the force majeure event persists for more than 3 months, each Party may terminate the Contract with immediate effect, without either Party being entitled to claim damages.

  1. Intellectual property rights
  1. The Buyer acknowledges that Filter Service is the sole owner of all intellectual property rights (including claims arising from existing and future intellectual property rights) lawfully acquired and connected with the Products, designs (prepared according to the Buyer’s instructions), processes, presentations, opinions, drawings, printed materials, photographs, files, websites, brochures and catalogues of Filter Service. This includes, in particular, all copyrights, patent rights, trademark and trade name rights used and/or appearing during the term of the Contract (or Contracts).
  2. If a third party breaches the intellectual property rights of Filter Service, the Buyer shall promptly notify Filter Service by phone and in writing. Upon the first request of Filter Service, the Buyer shall provide Filter Service will all of their documentation and information concerning intellectual property rights and shall give any necessary assistance to Filter Service.

  1. Final provisions
  1. 1. If any provision of the GT&C or the Contract is found to be invalid or is invalidated, the remaining provisions of the GT&C or the Contract shall continue in full force and effect. The Parties shall replace the invalid and/or unenforceable provisions with a new provision that best reflects the intention of the original provision.
  2. 2. Filter Service may amend the GT&C. It shall be deemed that the Buyer has accepted any amendment of the GT&C if they have learned of the content of the amendment and have not terminated the Contract with Filter Service within the next termination period.
  3. Only provisions of the Polish law shall apply to the Contract. The court competent to settle any disputes shall be the court local to Filter Service.