Purchase and sales terms

1. Conditions of sale of products and services manufactured or performed by NOMA Tools

   1.1. Offers, sale contracts

   1. All Noma Tools offers are subject to conditions herein.
   2. All goods and services sale contracts of Noma Tools are concluded based on conditions herein. They are applicable when an order is accepted or a delivery is dispatched.
      Other Ordering Party/ Buyer conditions which we do not agree to in writing are not binding for us even if we will not clearly contest them.

   1.2. Accepting orders

   1. Accepting orders takes place by means of our written confirmation.
   2. Supplements, amendments or additional oral agreements become valid upon our written confirmation only.
   3. Ordering Party is responsible for accuracy of delivered documents regarding the ordered goods, i.e. drawings, sketches, models etc. Oral guidelines regarding measurements, etc. should be confirmed in writing. We provide examples for testing purposes against payment.
   4. Confirmation of acceptance of the order mentioned in clause 1.2 a, in case of failure to deliver written protest within 2 business days, binds Ordering Party.

   1.3. Delivery

   1. Delivery time starts on the day of order confirmation but not sooner than before receiving necessary documents, drawings or prepayments from Ordering Party / Buyer, if such are specified in a confirmation.
   2. Delivery time is considered to be met if the goods left our plant or if information on dispatch readiness has been sent.
      Time for goods collection is 7 days since the date of notice about its completion. After ineffective expiration of this time, VAT invoice shall be issued and the goods shall be delivered to a deposit warehouse at cost of the Ordering Party/ Buyer. Warehousing costs shall be charged separately.
   3. Delivery time is considered to be discontinued if the deliveries are withheld due to outstanding payments.
   4. In case of unexpected difficulties which could not be eliminated despite the made effort, delivery time shall be extended - appropriately to circumstances. It does not matter if such difficulties occurred at our facility and / or at facilities of our suppliers, for example, breakdown, delays in supplies of important raw materials, strike, etc. Such situation shall not be considered as a delay. Ordering Party/ Buyer shall be informed about the above mentioned situation.
   5. If a dispatch is not possible due to circumstances mentioned in clauses 1.3 d), Ordering Party/ Buyer is not entitled to damages.
   6. When the difficulties mentioned in clause 1.3 d) cease, we shall start the delivery immediately.
   7. Partial deliveries are allowed.
   8. Delivery date is binding provided that Ordering Party/ Buyer adheres to obligations resulting from contract.

   1. 4. Technical data

   1. Technical parameters of products which are binding for the given order are specified each time in confirmation of that order.
   2. We reserve the property rights and author-s right to all illustrations, drawings, sketches and other documents - called hereinafter documentation made for the needs of an offer or order. The documentation cannot be disclosed to third parties without consent of NOMA Tools and is subject to immediate return upon our request.

   1.5. Prices and payment terms

   1. Our prices should be considered as -ex works- Wyry, Poland, with typical trade packaging, unless agreed otherwise.
   2. Our prices do not include transportation and insurance fees, unless agreed otherwise. It regards partial deliveries also.
   3. We charge for special packaging or packaging according to special instructions. Such packaging is not subject to return.
   4. In case of domestic deliveries, we add VAT according to obligatory rates.
   5. Invoices issued by us must be paid within 14 days since the date of issue, unless agreed otherwise. Date of crediting our bank account is considered to be the date of payment.
      In case of delayed payments from previous deliveries, the Buyer is not entitled to discount, unless agreed otherwise.
   6. When maturities are transgressed, statutory interests shall be calculated.
   7. Outstanding payments resulting from our invoices cannot be assigned without our written consent.
   8. When maturity is transgressed, all outstanding payments shall become due.

   1.6. Right to retain title

   1. The delivered goods remain our property until payments resulting from trade transactions between Buyer and NOMA Tools are paid in full.
   2. In case of seizure by third party of goods being the property of NOMA Tools, Buyer must immediately notify supplier about such incident.
   3. Withholding the payments or demanding counter requests which we did not agree to is not allowed.

   1.7. Dispatch

   1. Dispatch shall be made upon cost and risk of Buyer, unless agreed otherwise.
   2. Insurance agreement related to damage during transport can be concluded upon special request of Buyer and at his expense, unless agreed otherwise.
   3. Claims as to quantity of goods must be notified in writing within 8 days after receipt of goods.

   1.8. Special projects and special tools

   1. In case of special projects or special tools we reserve the right to add 10% to the price.
   2. Buyer cannot cancel an order for special tools, unless he pays damages amounting full value of such order.

   1.9. Responsibility for defects

   1. If the delivered goods are defected or are not of the agreed quality or became defected during the period of warranty (due to production defects or used materials), we assume an obligation - after claim and complaints of Buyer are recognized - to replace the goods to ones that are not defected or carry out repair, if it is possible, or issue a credit note equal to value of the defected goods. There are no other forms to meet Buyer-s complaints. Any other claims of Ordering Party/ Buyer shall not be recognized by us.
   2. Claim related to defected goods must be made in writing immediately after such defect was found but not later than within 14 days since receiving the goods.
      Defects which could not be find must by reported after they are revealed.
   3. Buyer can withdraw from a contract if we shall not send replacement parts or goods are not repaired within reasonable, additional time.
   4. Warranty period is 6 months since the date of dispatch to Buyer, ends 6 moths at latest after dispatch ex works.
   5. The warranty does not include cases described in Civil Code and defects resulting from the following causes: - improper or unprofessional use - improper assembly or use by Buyer or third party - natural wear - wrongful or careless handling - improper operation material - chemical, electrochemical or electrical influence unless the above mentioned is caused by us. We are not responsible for defects resulting from unprofessional changes or repairs made by Buyer or third party without our previous consent. Claims for damages due to: - inability to operate - delays - withdrawal from contract - errors in contract - illicit actions are excluded if they did not occur due to our purposeful action or fundamental negligence.
   6. Claims do not withhold invoice payments.
   7. Ordering Party / Buyer is obliged to check possible infringement of industrial patent rights which can take place in relation with its order and to inform us about such fact. Ordering Party is responsible for all claims by virtue of patent rights.

   1.10. Place of execution, legal validity of contractual conditions

   1. Polish law is applicable.
   2. Place of execution: Wyry, Poland.
   3. Court competent for the seat of NOMA Tools shall govern disputes with Ordering Party/ Buyer.
   4. In particularly justified cases, we reserve the right to bring an action against Ordering Party/ Buyer to court competent for the seat of Ordering Party/ Buyer or his facility.

2. Conditions of products and services purchase by NOMA Tools

   2.1. Submitting orders

   1. All Noma Tools orders are subject to conditions herein.
   2. All purchase contracts are concluded upon conditions stipulated herein. They are applicable when an order is submitted or a delivery received. Other Supplier-s conditions which we do not agree to in writing are not binding for us even if we shall not clearly contest them.
   3. Orders are made in writing.
      All supplements, amendments or oral agreements become valid upon our written confirmation only.
   4. Absence of written confirmation of acceptance of our order or lack of protest is considered as an acceptance of conditions included in our order and binds Supplier, unless otherwise stipulated in such order.

   2.2. Delivery

   1. Deliver date is considered to be met when the ordered goods or service, their quantity and quality together with all required documents are delivered to NOMA Tools seat or left for its disposal in agreed place in time and upon conditions resulting from an order.
   2. Acceptance protocol confirming actual condition of delivery is made after each delivery of goods or service.
   3. Ordering Party does not give its consent for deliveries in quantities or quality other than stipulated in an order or in excerpt from a frame order. Such delivery, if any, shall be considered as incorrect and takes place upon sole cost and risk of Supplier.

   2.3. Prices and payment terms

   1. Prices given in our orders should be understood as DDU Wyry, including standard trade packing, unless otherwise stipulated in an order.
   2. Prices include transportation and insurance fees, unless parties agreed otherwise.
      It also applies to partial deliveries within the scope of excerpts from frame orders.
   3. Transport provided by Supplier, in case of delivery made at Ordering Party expense, requires unconditional price acceptance by such Ordering Party.
   4. Period for payment stated in our order related to the purchased goods or service starts from signing the goods or service Acceptance Protocol confirming delivery in quantity and quality consistent with an order as well as dates of invoices receipt together with all requested documents.
   5. Any additional claims made by Supplier including fees or costs related to execution of our orders, if not unequivocally accepted by us in writing, shall not be accepted by us.

   2.4. Technical data

   1. Technical parameters of goods and services ordered by us are specified each time in our orders.
   2. We reserve the property rights and author-s right to all illustrations, drawings, sketches and other documents given to Supplier in order to work out an offer or execute our order. The documentation cannot be disclosed to third parties without our consent and is subject to immediate return upon our request.

   2.5. Claims

   1. If delivered goods or services are defective, i.e. do not correspond to the agreed quality, or products manufactured by NOMA Tools on their basis are defective due to causes which are not NOMA Tools fault, then Supplier of such defective goods or service shall be notified immediately by means of a written complaint.
   2. Submission of a complaint withholds payment for Supplier of an amount equal to the claimed delivery until such complaint is investigated.
   3. Supplier is obliged to immediately deliver goods free from defects in place of defected ones within the period agreed by parties.
   4. NOMA Tools reserves the right to penalize Supplier of defected goods or service in costs related with use of such defected goods for production.
   5. NOMA Tools reserves the right to assert from Supplier its rights for complementing damages upon general principles anticipated by Civil Code. Responsibility related to damages is limited to actual loss sustained by NOMA Tools.

   2.6. Contractual penalties

   NOMA Tools reserves the right to apply the following contractual penalties against Supplier:

   1. In case of delay of goods or service delivery, in amount 0.25% of goods value for each day of delay in relation to date specified in our order.
   2. In case of delay related to removing defects or delivery of replacement supply regarding complained goods, in amount 0.25% of goods value for each day of delay in relation to date specified in our order.

   2.7. Place of execution, legal validity of contractual conditions

   1. Polish law is applicable.
   2. Place of execution: Wyry, Poland.
   3. Court competent for the seat of NOMA Tools shall govern disputes with Supplier.
   4. In particularly justified cases, we reserve the right to bring an action against Supplier to court competent for the seat of Supplier or its facility.