These Terms of sale of CARRIER Polska Sp. z o.o. apply to all agreements for the sale of products between the Company and the Buyer, unless otherwise agreed. Any objections raised by the Buyer, in writing or otherwise, will not be binding if they are not approved by the Company in writing. It is assumed that the Buyer, upon placing an Order for the purchase of Goods of the Company, approves these Terms of Sale of Carrier Polska Sp. z o.o. At the same time, these regulations form an integral part of the VAT invoice issued to the Buyer. The Seller is not bound by the terms used by the Buyer, including the terms of purchase, even if the Seller has not objected to such terms. These Terms of Sale of Carrier Polska Sp. z o.o. also apply when Carrier Polska Sp. z o.o. will complete the order for the Buyer without reservation despite receiving information on the Buyer's conflicting terms and conditions.
1. Definitions
Seller/Company – CARRIER Polska Sp. z o.o. based in Warsaw, ul. Konstruktorska 13, (02-673) Warszawa, registered in the Register of Entrepreneurs of the National Court Register kept by the District Court in Warsaw, 13th Commercial Division of the National Court Register, under KRS number 0000033943 with issued share capital of PLN 4.820.780 PLN, NIP 113-08-88-326, REGON: 012264913
Buyer – a Party placing an Order
Order – Declaration of intent made on behalf of the Buyer addressed to the Seller by an authorized person, containing the will to conclude an Agreement specifying the list of Goods ordered by the Buyer sent to the Company by post or electronic mail.
Confirmation of Acceptance of Order – Company’s statement on acceptance of Order
Agreement – Agreement for the Sale of Goods between the Company and the Buyer, on the Terms referred to herein
Terms – these Terms of Sale of CARRIER Polska Sp. z o.o.
Goods – Equipment or services covered by the Order
2. General remarks
The Company reserves the right to amend these Terms. Any amendments, supplements or exclusions concerning the provisions hereof will be binding upon the parties to the Agreement provided they are implemented or approved by the Company in writing. The Agreement shall be concluded upon acceptance of an Order by the Company. A statement of the Company on acceptance of an Order shall be made in writing i.e. by post, fax or electronically (Confirmation of Acceptance of Order). The Agreement shall also be concluded in the event that the Buyer unconditionally accepts the offer submitted by the Company. The content of the Confirmation of Acceptance of Order or the Company’s offer (as applicable) is decisive as to the scope of the Company’s services.
3. Terms of sale
The Goods shall be delivered based on FCA, solely in standard packaging of the Company or its suppliers.
At the written request of the Buyer, the Goods can be delivered by the Company to the address specified by the Buyer for an additional transport fee. The Goods must be controlled immediately with respect to external damages/ incompleteness of supply, and the transport company (in case of “door to door” supply) must be notified in writing of any defects and complaints. Upon the lapse of three days from the date of collection/supply, the supply shall be deemed approved by the Buyer in accordance with an Order. Filing of a complaint does not authorize suspension of payment for the Goods or their part.
The risk associated with the Goods (in particular, the risk of accidental loss or damage of Goods) shall be transferred to the Buyer upon delivery or when they are handed over to the Buyer’s carrier.
The ownership right to the Goods shall be transferred to the Buyer upon payment of the Goods sale price and any additional payments under the Agreement to the Company, in full. Until then, the Company shall have an exclusive and unlimited right to dispose the Goods. As long as the Company holds the ownership title to the Goods, the Buyer shall not be authorized to pledge or otherwise encumber the Goods.
4. Prices
The Company reserves the right to change the prices of Goods as shall be necessary in order to reflect the change of exchange rates, labor force wages, prices of materials, taxes, insurance, transport costs or other costs which the Company is not liable for, in the period following placement of an Order by the Buyer, and before the Buyer is sent a Confirmation of Acceptance of Order. The new price terms will be specified in the Confirmation of Acceptance of Order and will become binding upon the Buyer upon delivery of a Confirmation of Acceptance of Order to the Buyer. Deduction of mutual claims of the Parties requires detailed settlement in writing. Fulfillment of all the Company's obligations towards the Buyer depends on the Buyer's compliance with all agreed payment terms and other obligations of the Buyer under the concluded Agreement.
5. Withdrawal of an Order/Termination of Agreement
The Buyer may withdraw the placed Order following its acceptance by the Company by way of a Confirmation of Acceptance of Order only upon the Company's approval.
The Company shall have the right to terminate the Agreement with immediate effect in case the Buyer violates these Terms, if the Buyer, despite a written call by the Company, fails to immediately commence, not later than within 3 days, to remedy the effects of such violation. The right to terminate the Agreement with immediate effect may be exercised within 30 days of the determining the grounds for this right.
The Company shall have the right to terminate the Agreement with immediate effect in case of reasons which render it impossible to perform the Agreement for a period of more than 14 days.
The Company shall perform the Agreement according to the Work Hygiene and Safety Regulations. The Buyer shall use its utmost endeavors in order to ensure the Company, during performance of the Agreement, the working conditions compliant with the Work Hygiene and Safety Regulations. In case the conditions in which the Company performs works under the Agreement do not comply with the aforementioned conditions, the Company shall request that the Buyer remove differences or otherwise enable the performance of works, in a manner compliant with the Work Hygiene and Safety Regulations. In case the Buyer refuses or is unable to ensure the working conditions complaint with the Work Hygiene and Safety Regulations, the Company shall be entitled to suspend the implementation of work under the Agreement, and if it is impossible to carry out work for reasons related to Health and Safety Regulations, to terminate the Agreement within 30 days of determining the grounds for this right. In such situation the Company shall retain the right to receive remuneration for any performances and works (including supplies) actually performed until the date of termination of the Agreement.
The Agreement can be terminated at any time by way of a written agreement between the Company and the Buyer.
6. Supply
a) The time of effecting a supply shall be conditioned upon the date of issuance of a Confirmation of Acceptance of Order and fulfillment by the Buyer of all terms, including technical and commercial ones, agreed upon acceptance of an Order.
b) The dates of supply shall be specified by the Company as approximate dates, according to the best knowledge and estimations of the Company and shall not be binding. Failure of the Company to observe such dates shall not create the Company’s liability, notwithstanding the reasons of such failure to observe them. The Company, based on the individual terms agreed upon with the Buyer, can assume liability for delay in supply, provided the value of contractual penalties for delay does not exceed 0.5% of the value of the ordered Goods for a 7-day delay, and a total of 3% of the value of the Goods covered by the Order.
c) The Company shall not be liable for delays which occur directly or indirectly for reasons which the Company or its suppliers are not liable for, in particular, due to force majeure events, actions or defaults of the Buyer or a third party, transport obstacles, labor force or material shortages, faulty or incomplete supplies of materials ordered at the supplier, disruptions in the supply of energy and other production problems in the Company's own plant or at the supplier’s.
d) The Buyer shall be obliged to deliver to the Company the instructions concerning the place of supply of the ordered Goods and transportation of Goods by car before an approximate date of supply specified in a Confirmation of Acceptance of Order. In case of lack of such instruction, the Buyer shall collect the Goods directly from the Company's warehouse or shall indicate the place of their storage at the Company's first call. In the event that it is impossible to pick up the Goods immediately or to indicate another storage place by the Buyer, the Company can agree to further storage of the Goods in the Company's warehouses for an additional payment. In such situation, the Goods shall be deemed delivered to the Buyer and the Buyer shall assume the risk of accidental loss of or damage to the Goods. Additionally, after the lapse of a deadline for collection of the Goods or indication of a relevant place of their storage, the Buyer shall be obliged to immediately pay the Company all amounts due under the Agreement. The Goods can be delivered in batches.
7. Payment
Any payments shall be made by the Buyer to the Company under the name Carrier Polska Sp. z o.o., according to a Confirmation of Acceptance of Order, in PLN, by way of wire transfer to the following bank account: Bank Handlowy S.A. w Warszawie No. 06 1030 1508 0000 0008 1566 5007 in an amount specified in an invoice without any cost to the Company, transfer fees, or any other charges, and in compliance with the terms of payment specified in the Order.
In case of delay of the Buyer in payments under the Agreement to the Company, interest on an overdue payment will be calculated for each day of delay according to the statutory interest rate valid at that time. In case of delay in payment, the Company will also be entitled to suspend and cancel the remaining supplies of Goods to the Buyer.
The payment shall be deemed effected upon the recording of the payment due under the Agreement on the Company's bank account.
The Buyer shall not be entitled to deduct or suspend the payment of amounts due to the Company without the Company’s approval.
8. Assignment
The Buyer shall not have the right to transfer the rights and obligations under the Agreement without prior written approval of the Company.
The Company shall have the right to assign all or a part of rights and obligations under the Agreement to any affiliated entity, subsidiary, its legal successor or another entity associated with the Company. In such situation, the Company shall be obliged to notify the Buyer in writing of such assignment. The Company shall also have the right to entrust the performance of any obligation under the Agreement to a subsidiary, affiliate and its legal successor or to another entity associated with the Company.
Notwithstanding the above, the Company reserves the right to sell, assign or otherwise dispose of the claims arising on account of the sale of the Goods to the Buyer in Poland.
9. Replacement
If, due to relevant circumstances, any Goods referred to in the Order are unavailable, substitutes regarded by the Company as appropriate will be delivered, and in case of lack of relevant substitutes, after sending the Buyer a notification (regardless whether it occurs before or after acceptance of the Order), the Company's obligations concerning such substitutes shall be suspended until the time the unavailable Goods or substitutes can be delivered, with consideration of a relevant price change.
10. Drawings and texts
Any commercial and/or technical information, data, specifications, drawings, texts and other documents supplied by the Company to the Buyer in connection with the Agreement shall remain the exclusive ownership of the Company, and the Agreement shall, under no circumstances, be interpreted as a transfer of the existing or future intellectual property rights or similar rights by the Company to the Buyer. The Buyer undertakes to treat the above information as confidential, for the exclusive use of the Buyer only in connection with the performance of the Agreement.
11. Changes
If technically possible, the Company shall have the right, at the Buyer’s request, to change the ordered Goods. Potential additional costs of such change will be borne by the Buyer. Additionally, in case the said change caused an extension of the period for designing or production of the ordered Goods, the date of their supply will be postponed accordingly.
The Company reserves the right to make changes to its goods without notice, including already-ordered goods, assuming that no changes to technical details agreed upon with the Buyer or having impact upon the functionality of the Goods will be made.
12. Warranty
The Company shall grant the Buyer a guarantee on the Goods specified in the Order and manufactured by Carrier Global Corporation, its affiliates or subsidiaries for a period of eighteen months from the date of shipment of Goods from Carrier Global Corporation’s plant, however, for a period not shorter than twelve months from the date of supply of the Goods in accordance with the Equipment Warranty Card. The Company shall guarantee that the Goods will be free of any material and manufacturing defects and shall ensure their proper functioning, assuming that they are used and operated in the manner in which they were intended. In case the Company admits a complaint, the Company shall repair or replace, at its discretion, free of charge, those parts of the Goods which, based on the examination conducted by the Company, shall be deemed faulty due to incorrect production, design and/or due to faulty materials.
If, during the term of the warranty, defects are revealed, the Buyer shall immediately, not later than within 7 days from the detection of a defect, notify the Company of such fact under pain of losing the right to rely on their existence. Depending on the Company's instruction, the defect can be diagnosed and removed at the place of installation of the Good, or in another place indicated by the Company. In case the Good is sent to the place indicated by the Company, the costs of disassembly, transportation, insurance and the next assembly shall be borne by the Buyer. In case the Buyer’s claim is admitted, the repaired or replaced Goods will be sent to the Buyer, and the costs of transport to the Company’s warehouse shall be borne by the Company.
The Buyer's claims for the removal of defects are directed primarily at the claim for fulfillment of the Order, i.e. repair of the defective Good or replacement delivery of the Good free of defects. The Buyer should immediately report them to the Company in writing under pain of nullity. The Seller has the right to choose repair or replacement delivery.
With respect to Goods manufactured and delivered by entities other than Carrier Global Corporation, its affiliates or subsidiaries, the Company shall deliver to the Buyer the warranty of the producers (suppliers) of such Goods, stipulated by the purchase agreements concluded with such producers (suppliers), making them available prior to the supply of Goods, if possible.
This warranty applies to Goods which were installed according to the manual, in particular with respect to application and environmental conditions described in the Goods’ documentation and which are properly serviced. In addition, this warranty applies to those Goods that are serviced by the manufacturer’s official service of the Company or other entity having Company’s service authorization. The Company’s liability under this warranty shall not apply to Goods:
A/ with respect to which the entire sale price has not been paid;
B/ which have been repaired or replaced without the Company’s approval;
C/ which have been installed or used in a manner which is contrary to the manual of the Company or for purpose contrary to their designation.
The Company shall not be liable for damages arising from the use of Goods or for the functioning of the system or a part thereof which the Goods can be an element of.
The warranty issued by the Company shall not cover an obligation that the Goods will be suitable for a specific purpose or that they will reach certain functionality criteria.
The liability of the Company under the statutory warranty for defects is excluded except for sales involving consumers.
Submitting claims for material defects of the Goods does not entitle the Buyer to withhold payment of amounts due arising from the VAT invoice regarding the claimed Goods.
13. Liability
The Company shall not be liable for damages of the Buyer not explicitly recognized in these Terms - regardless of the legal basis - which exceed the actual damage (real loss), such as loss of profit, loss of data, claims of the Buyer's Customers, unperformed cost savings or other indirect or consequential losses or damages of the Buyer.
The aggregate liability of the Company toward the Buyer on any account is limited (within the boundaries permitted by law) to the net price of the Goods paid by the Buyer.
14. Guarantees concerning applications for the purposes associated with nuclear technique
The Company shall not be liable if the Goods specified in a Confirmation of Acceptance of Order are used in any way for nuclear purposes without prior written consent of the Company. The Buyer shall be liable for notifying the Company, in writing, of any uses, potential or those that the Buyer is aware of, of the Goods in any nuclear applications, notwithstanding whether direct or indirect, upon placement of an Order.
15. Patent guarantee
The Company shall secure the Buyer against claims asserted by third parties against the Buyer, based on a statement that the sale or use of the Goods by the Buyer violates patents, copyrights or other intellectual property rights of third parties that they are entitled to in countries, where the supply to the Buyer is effected under a condition of an immediate notification of the Company by the Buyer of such claim. The right to security is excluded to the extent that a third party pursues rights based on a modification/change of Goods, caused or made by the Buyer, or in connection with connecting or jointing the Goods with a product or to a product not supplied by the Company or the use of Goods in combination or in a process which violates intellectual property rights, unless such violation would occur as a result of the use of the Goods separately.
16. Licenses
The Buyer shall be liable for the obtaining and keeping effective all approved import licenses and for the provision of any information necessary to obtain the required export licenses. However, in case the Company is unable to fulfill its obligations or a part thereof under the Agreement, due to a failure to grant a permit for export, license or approval by the government of the United States of America or another competent governmental authority, the Company shall not be treated as if it did not fulfill its obligations, and the Agreement shall be deemed null and void from the very beginning, without any obligations of any of the parties.
The Company reserves all rights regarding documentation submitted with the Offer, developed project and software, in particular in the field of copyright. The Offer presented by the Company, as well as all documents related to the Offer (drawings, sketches, etc.) remain the sole property of the Company and the Buyer is obliged to treat them as a trade secret of the company Carrier Polska Sp. z o.o. Nothing in these Terms shall be construed as granting or transferring to the Byuer any legal title, copyright, license or other rights to any documentation submitted by the Company. The Buyer is in no way entitled to provide information and data covered by the Offer, as well as documents attached to it to any third parties.
Transfer of proprietary copyrights to the documentation and ownership of copies of the documentation or granting a license to use the documentation to the Buyer may only take place after settling all receivables due to the Company due to the implementation of works covered by the Offer.
17. Force majeure
The Company shall not be liable for a failure to perform or improper performance of the Agreement, resulting directly from force majeure circumstances. Force majeure shall comprise a sudden and unexpected event, independent on the parties’ will, which renders performance of the Agreement impossible in full or in part, permanently or for some time, which cannot be prevented and counteracted upon observance of due diligence. Force majeure shall include, in particular: a) natural disasters, e.g. fire, flood, drought, earthquake, hurricanes, epidemic etc.; b) governmental acts such as martial law, state of emergency, state of epidemic, embargos and blockades; c) acts of war, sabotage; d) strikes and lockouts; e) riots; f) acts of legislative and executory authorities; g) unpredictable serious damage concerning the equipment or tools of the Company which materially affects production capacity of the Company; h) inclement weather conditions, and i) telecommunication disruptions, etc.
18. Dispute Settlement
In case of a dispute concerning interpretation or performance of the Agreement, the Parties shall immediately take up negotiations in order to settle the dispute amicably. If a dispute is not settled within 30 days of the date of a written call of any Party to settle it amicably, the dispute shall be submitted to the competent polish common court in the place where the Company has its registered office. The Court shall apply Polish law. The application of the provision of the Vienna Convention on the international sale of goods shall be excluded.
19. Personal Information Protection and Privacy
1. Definitions. The following definitions are applicable to this provision:
1.1. “Controller” shall mean the party that determines the purposes and means of the Processing of Personal Information. If the parties both serve as a Controller, they shall be referred to as “Co-Controllers.”
1.2. “Data Breach Incident” is a set of circumstances that involve actual or a reasonable possibility of unauthorized access to or possession of, or the loss or destruction of, Personal Information. The circumstances contributing to a Data Breach Incident may be intentional, or unintentional or accidental, and the access, loss, or destruction may be confirmed or only suspected.
1.3. “Data Privacy Laws” shall mean applicable laws and regulations relating to Personal Information protection of any country, state, or municipality with jurisdiction to regulate the activity covered by this Agreement.
1.4. “Modified Personal Information” shall mean Personal Information that Buyer combines with other data or information, including but not limited to geolocation data, identifiers for individuals not in Seller’s possession, or publicly available data. For clarity, Modified Personal Information is a subset of Personal Information.
1.5. “Personal Information” shall mean information and data exchanged in connection with this Agreement that is related to any identified or identifiable natural person or, to the extent of a conflict with applicable law, which is subject to any of the Data Privacy Laws.
1.6. “Processing” shall mean any operation or set of operations which is performed on Personal Information or on sets of Personal Information, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, sharing, alignment or combination, restriction, erasure or destruction.
2. Compliance with Law. The products and/or services being provided require the collection of Personal Information to function as intended. Both parties will comply with applicable Data Privacy Laws as pertaining to Personal Information Processed in connection with activity under this Agreement. To the extent necessary, the parties agree to work together and in good faith to make any amendments or to enter into any additional agreements as may be required by a change in Data Privacy Laws.
3. Ownership of Personal Information. Any Personal Information contained within Seller’s products or services is owned by Seller.
4. Identification of the Controller. Prior to providing Personal Information to Seller, Buyer is the Controller of the Personal Information and responsible for all obligations with respect to that data, including without limitation providing notice. Once Buyer has provided Personal Information to Seller, Seller and Buyer are co-controllers.
5. Shared Rights and Obligations.
5.1. For all activities covered under the scope of this Agreement, the parties agree that Buyer retains the obligation to provide notice for the individuals for whom it provides personal information to Seller. If Seller Processes Personal Information for any purpose beyond the scope of this Agreement, then Seller assumes the notice obligations.
5.2. If the Personal Information is involved in a Data Breach Incident, the party on whose system the data was stored shall be responsible for any notification and the associated costs. Unless prohibited by law or a regulator with jurisdiction, the party making the notification shall make reasonable efforts to coordinate with the other party to allow for input into the content of a notification before it is made.
5.3. If in the context of performing under this Agreement, either party receives or learns of any: (i) complaint or allegation indicating a violation of Data Privacy Laws regarding Personal Information; (ii) request from one or more individuals seeking to access, correct, or delete Personal Information; and (iii) inquiry or complaint from one or more individuals relation to the Processing of Personal Information, the party will exercise reasonable commercial effort to promptly notify the other party in writing, except to the extent prohibit edby law, law enforcement, or a regulator with jurisdiction. The parties shall provide reasonable commercial assistance to each other in investigating the matter, identifying the relevant information, preparing a response, implementing a remedy, and/or cooperating in the conduct of and defending against any claim, court or regulatory proceedings. The parties agree to take all reasonable commercial and legal steps to protect Personal Information against undue disclosure.
6. Buyer’s Rights and Obligations
6.1. If Buyer provides Seller with any Personal Information, Buyer will ensure that it has the legal right to do so. Buyer will provide notice to the individuals whose Personal Information it has provided to Seller prior to providing it to Seller. Seller has the option of providing a notice for Buyer to distribute for this purpose the content of the notice applicable to products and services that Seller provides under this Agreement.
6.2. If the Buyer uses other sources of data, including without limitation geolocation information, to connect Personal Information Processed in Products or Services under this Agreement, Buyer shall have all responsibilities and obligations under Data Privacy Laws for such Modified Personal Information. The creation and Processing of Modified Personal Information shall comply with applicable law, including without limitation Data Privacy Laws.
6.3. If Buyer uses Personal Information or Modified Personal Information for direct marketing purposes, Buyer shall comply with, and shall be solely responsible for complying with, Data Privacy Laws, including any applicable obligation to conduct direct marketing only after opt-in consent is explicitly obtained.
6.4. Seller will give appropriate notice to any data subjects whose Personal Information Seller provides to Buyer.
7. Seller’s Rights and Obligations.
7.1. Seller may share Personal Information with Seller’s service providers but only in accordance with applicable Data Privacy Laws and with appropriate protections in place.
7.2. Seller may store Seller Personal Information on servers located and accessible globally by CARRIER entities and their service providers with appropriate protections in place.
7.3. To the extent that Seller Processes Personal Information under this Agreement, Seller will retain the Personal Information for the term of this Agreement and thereafter as may be required by this Agreement, to protect Seller’s legal rights, or as may be required or permitted by law and/or audit requirements. To the extent that Seller Processes the Personal Information for purposes separate and apart from this Agreement, Seller serves as a Controller and assumes legal obligations as a Controller, including for defining the appropriate retention period.
20. Additional provisions
The Buyer declares and warrants to the Company that neither he nor his officers, employees or agents have provided or promised any money, gift or compensation of any kind, directly or indirectly, to the Company or any of its employees in order to improperly obtain favorable treatment in connection with the Agreement and that neither it nor its officers, employees or agents have improperly accepted any such inducements from its sub-suppliers in connection with this Agreement. The Company declares that it has not applied and does not directly or indirectly accept any undue cash gratification or other financial gain aimed at persuading the Buyer to act contrary to the scope of the duties entrusted to the Company.
The Company reserves the right to terminate this Agreement by written notification with immediate effect if execution of this Agreement would be linked with breaching of laws and regulations or ethical rules applicable to “Carrier Polska Sp. z o.o.”, including, but not limited to, international trade compliance rules prohibiting sale of goods and services to certain countries, certain individuals or legal entities that are subject to international, economic, financial or other sanctions. This also applies in the event it is determined at a later date that the Buyer is subject to international, economic, financial or other sanctions including prohibition of sale of goods and services.
The Parties undertake to implement this Agreement in accordance with the provisions of the Carrier Code of Ethics, which forms an integral part thereof. The Code is available at
the following LINK
The Company cooperates with the designers/technologists drawing up detailed technical requirements, and remunerates them without granting them rights of exclusivity. Their task is to promote and sell the products of the Company, including recommendation of specific solutions adjusted to the needs of a specific client. The designers/technologists preparing detailed technical requirements are fully independent in respect of choice of optimal equipment for the needs of a specific tender, project or agreement.
The Company shall not be liable for an incorrect or improper interpretation of information and technical data included in catalogues, prospectuses and other materials concerning the Goods. Proposals, advice and instructions other than those included in the catalogues, prospectuses and other materials of the Company shall be used by the Buyer at its own responsibility.
The general terms of the agreements applicable to the Buyer which deviate from these terms are not binding unless the Company expressly agrees to their applicability in writing.
In case any provision hereof is deemed invalid or unenforceable, it will not affect the validity of the other provisions hereof, and such invalid provisions shall be replaced by provisions which are closest to the same intention.
The Buyer declares that it became familiar with the contents of these Terms of Sale of Carrier Polska Sp. z o.o.