GENERAL TERMS AND CONDITIONS (GTC)
OF SALES OF AIRCRAFT
In these General Terms and Conditions (hereafter also: “GTC”), the term:
- “Seller” shall mean a company operating under the business name: Aeroprakt Manufacturing Spółka z ograniczoną odpowiedzialnością z siedzibą in Zakliczyn, ul. Zadziele 10, 32-406 Zakliczyn, REGON: 360970113, NIP: 6812059647, entered into the Court Register maintained by the District Court for Kraków-Śródmieście, 12th Commercial Division of the National Court Register, under the No. 0000546278, with share capital of PLN5,000.00, paid in full,
- “Buyer” shall mean a party or a party with which the Seller concludes an agreement.
- “Agreement” shall mean an agreement of sales of an aircraft manufactured by Aeroprakt Ltd., irrespective of the model, the detailed specification of which is contained in Appendix 1 to the Agreement.
- "Reservation Agreement" means an agreement to reserve an Aircraft pursuant to which the Seller agrees to refrain from selling the Aircraft to any other person during the reservation period, subject to compliance with the conditions set out in the Reservation Agreement.
- “Aircraft” shall mean the subject of the Agreement and the equipment specified in the Aircraft Specification.
- “Aircraft Specification” shall mean an appendix to the Agreement in which all technical data, dimensions, weights, etc. of the Aircraft have been determined.
- “Price” shall mean the price for which the Seller sells and the Buyer buys the Aircraft, as specified in the Agreement.
All terms used or defined in the Agreement have the same meaning as in these GTC.
- These GTC shall apply to Agreements in which the Buyer has declared that he has read the GTC and fully accepted their contents before signing the Agreement, regardless of whether the Aircraft is to be delivered in Poland, in Germany or in another country.
- GTC are an integral part of the Agreement and form an appendix to each Agreement.
- Seller and Buyer are bound by the GTC valid at the time of signing of the Agreement.
- The applicable GTC are available on the Seller's website: www.aeroprakt.pl
- Any information contained in the brochures, catalogues, advertisements, leaflets of the Seller does not constitute an offer within the meaning of the Civil Code. All technical data, dimensions, weights, etc. contained in the brochures, catalogues, advertisements or leaflets are for information purposes only. Detailed technical data of the Aircraft are each time included in an appendix to the Agreement, called the Aircraft Specification.
- The Agreement between Seller and Buyer is concluded at the moment of signing by Seller and Buyer of two countercopies of the Agreement, in which Buyer acknowledges and accepts the GTC provided by the Seller in their entirety.
- In case of doubt or in case the Seller receives a modified version of the Agreement submitted to the Buyer for signing, this modified agreement is considered exclusively as a new offer by the Buyer and is not binding for the Seller.
- Seller sells, and Buyer buys, the Aircraft specified in the Agreement for an agreed Price.
- The Price – in addition to the amount for which the Buyer buys the Aircraft – includes exclusively the cost of additional equipment listed in the Aircraft Specification.
- The Price does not include any official fees associated with the registration of the Aircraft in Poland.
- The Price may be reduced if the Buyer rescinds the assembly of the Aircraft, which should be determined in the form of an appropriate annex to the Agreement.
- Buyer may rescind the assembly of the Aircraft, of which he should inform the Seller until the day of signing of the agreement. In the event Buyer rescinds the assembly of the Aircraft after the date indicated in the preceding sentence, the Price shall not change.
- If, with the sale of the Aircraft, Seller shall provide Buyer with additional services, then each service and the value of the service will not be included in the Price.
- The Price and all other fees sum up to the remuneration of the Seller. Unless otherwise stated in the Agreement, the remuneration (Price and any additional fees) are net amounts to which the applicable tax on goods and services is to be added at the rates valid on the date of issue of a VAT invoice or a bill.
- If the Price or other possible fees are expressed in euros, they may be paid in euros or may be converted by the Seller on the VAT invoice or the bill into Polish zloty, at the exchange rate of ING Bank Śląski as of the date of issue of the VAT invoice or the bill. If the settlements between Seller and Buyer are carried out in euros, in accordance with the Act on goods and services tax, VAT will be expressed in Polish zlotys according to the average exchange rate of the National Bank of Poland as of the day preceding the invoice date.
- The term of payment of each part of remuneration indicated on the VAT invoice or the bill, summing up to the Price, is determined each time in the Agreement. The paid reservation fee will be settled together with the last VAT invoice.
- Seller shall notify the Buyer of the date of possible collection of the Aircraft at least 7 days in advance.
- The Price and other fees payable to the Seller shall be paid by bank transfer to the bank account specified by the Seller on the VAT invoice or the bill. The date of payment shall be the date the Price is billed to the bank account of the Seller.
- Until the full payment of the Price, the Aircraft remains the property of the Seller – title retention clause within the meaning of Art. 589 of the Civil Code.
- In the absence of payment of the Price at the dates specified in the Agreement, Seller has the right to refrain from providing service by refusing to deliver or hand over the Aircraft and retain the entire reservation fee. Seller shall notify the Buyer of such decision at the latest on the day of the actions taken. Such notice may be made by email to the Buyer's email address, as set out in the Agreement, or in any other manner.
- Seller is obliged to perform the Agreement in a due manner within the limits of due diligence
- Seller is liable only for the delivery of the Aircraft and only on terms expressly provided for in the Agreement.
- Buyer undertakes to perform the Agreement in a due manner, in particular to pay the Price within the terms set forth in the Agreement.
- Unless otherwise specified, Buyer is responsible for the Aircraft from the moment of signing of the handover protocol of the Aircraft.
- Buyer undertakes that, on the day of delivery of the Aircraft at the place of handover of the Aircraft, a person authorized to sign the Aircraft handover protocol on behalf of the Buyer shall be present. The authorization to sign the handover protocol on behalf of the Buyer must be stated in writing. Absence of such person or failure to provide by the Buyer appropriate conditions for the Aircraft handover is equivalent to the collection of the Aircraft without any reservations, as evidenced by the aircraft handover protocol signed unilaterally by the Seller's employee; such aircraft handover protocol shall indicate that the Buyer has not provided appropriate conditions for the Aircraft handover as defined in § 5 sec. 6 of GTC.
- From the time of signature of the aircraft handover protocol, the risk of loss or damage to the Aircraft is passed on to the Buyer. In particular, the risk of theft of the Aircraft is passed on to the Buyer.
- In order to allow for due performance of the Agreement, Buyer is obliged to respond to every request of the Seller related to the performance of the Agreement.
- The date of handover of the Aircraft may change if the Aircraft manufacturer changes its delivery date; Seller shall notify the Buyer of such change within 7 days of receipt of the official notification of change of delivery date by the manufacturer.
- Notwithstanding any other rights under the Agreement, in the event of undue performance by the Buyer and, in particular, delays in any payment of any part of the Price by the Buyer exceeding 14 days, Seller shall be entitled to suspend the performance of the Agreement until the Buyer pays the outstanding part of the Price.
- Notwithstanding any other rights under the Agreement, if the Buyer fails to collect the Aircraft within the time specified in the Agreement, Seller shall be entitled to request the Buyer to reimburse any costs incurred as a result of the failure to collect the Aircraft. In such a case, Seller shall be entitled to entrust the Aircraft to a third party with the purpose of storage at the Buyer's expense and risk.
- Terms of the guarantee and its scope are attached to the Agreement as an Appendix.
- Parties completely exclude Seller's liability under the statutory warranty if the Buyer is not a Consumer within the meaning of the Civil Code.
- Neither Party is liable for any damage caused by force majeure.
- For the purposes of these GTC, force majeure is an extraordinary, external event, impossible to prevent, that could not be avoided even in the event of maintaining due diligence by the Parties.
- The lack of funds by the Buyer or failure to pay by the Buyer of any part of the Price, shall not be considered a force majeure event.
- The occurrence of a force majeure event shall release a Party from its obligations for the duration of the event of force majeure and for the period necessary to eliminate its consequences. The above does not apply to payment of the Price to the Seller in parts that have become due before the occurrence of force majeure. The Party claiming the occurrence of a force majeure event shall immediately notify the other Party in writing of the incident, stating its description, the basis of its occurrence, its consequences and expected duration, as well as of its cessation.
- The Party unable to perform its duties as a result of a force majeure event shall make every effort to eliminate it and, if that is not possible, to minimize the consequences of such an event.
- The Seller shall accept the possibility of concluding a Reservation Agreement.
- The Reservation Agreement is concluded in order to enable the purchase of the Aircraft at the earliest possible date, at the current price of the Aircraft and its equipment on the date of commencement of production.
- In accordance with the Reservation Agreement
- The Seller agrees to refrain from selling the Aircraft to any other person during the booking period,
- The Buyer agrees to pay to the Seller a one-time reservation fee in accordance with the Reservation Agreement,
- The Reservation Fee shall be credited towards the sale price of the Aircraft,
- The Reservation Fee is partially refundable if the Buyer decides not to enter into a sales contract for the Aircraft within the reservation period,
Detailed issues of reservation of the Subject of the Contract are contained in the Reservation Agreement.
- Transfer of any Buyer's rights and obligations in relation to the Seller under this Agreement to a third party requires prior written consent of the Seller under pain of nullity.
- Notwithstanding any other grounds set forth in the provisions of law (and in particular in Title XV of the Civil Code), Seller shall have the right to withdraw from the Agreement within two months of the date on which any of the following events occur:
- Buyer refuses, without any justified reason, to collect the Aircraft or to sign the Aircraft handover protocol,
- a reasonable doubt arises as to the solvency of the Buyer (ability to keep its financial obligations).
- delay in payment of any part of the Price due to the Seller is longer than 14 days,
- Buyer does not perform its obligations under the Agreement or GTC in a due manner.
- Withdrawal shall be effective immediately, i.e. upon delivery to the other Party of the declaration of withdrawal.
- In the event of withdrawal, Seller is entitled to transport the Aircraft to its premises at the Buyer's expense and risk.
- Seller may waive the contractual penalties resulting from these GTC as a result of a mutual written agreement with the Buyer.
- Parties agree to the liability for non-performance or undue performance of the provisions of this Agreement in the cases and in the amounts set out below.
- Buyer shall pay to the Seller a contractual penalty in the event of withdrawal from the Agreement by the Seller for reasons for which the Buyer is responsible, and in the event of withdrawal from the Agreement by the Buyer for reasons independent of the Seller – in the amount of 20% of the Price.
- Seller reserves the right to seek compensation exceeding the value of the reserved contractual penalties under the general provisions of the Civil Code if the reserved contractual penalties shall not cover damage caused by non-performance or undue performance of the Agreement.
- If there is a delay in the payment of any part of the Price, Seller shall be entitled to charge the Buyer a contractual interest of up to 10% on an annual basis.
- All notices and other correspondence relating to the Agreement and the General Terms and Conditions shall be served to the other Party by e-mail, fax, registered letter, or courier service to the numbers or addresses stated in the Agreement.
- If there is a clear contradiction between the Agreement and the GTC or other document that forms part of the Agreement, the provisions of the Agreement shall take precedence over the GTC, insofar as they govern the matter in a comprehensive (complete) manner.
- Any dispute arising between the Parties, which cannot be resolved by mutual agreement, shall be settled by the court competent for the registered seat of the Seller.
- All changes to any concluded Agreements require written form to be valid.
- This Agreement and GTC are governed by Polish law, irrespective of whether the Aircraft is to be delivered to Poland, to Germany or to another country.
- Any disputes arising out of the performance of the provisions of the Agreement and the GTC shall be settled by the common court competent for the registered seat of the Seller.
- These GTC enter into force on January 1, 2017.