Terms and Conditions

Scope

1. These terms and conditions (the “Terms”) apply to any and all business between Conclusive Engineering z o.o. (“Conclusive”) and You (the “Customer”), regarding products or services purchased from Conclusive. These Terms are binding at any time an order is placed, and Customer’s acceptance of delivery of the products or services from Conclusive shall be deemed to constitute acceptance of these Terms. The Terms take precedence over any Customer’s terms and conditions. Any other provisions, documents or terms introduced by the Customer that are different, complementary, or conflicting with the Terms are not part of the contractual relationship between Conclusive and the Customer and are expressly refused by Conclusive, unless they have been explicitly recognized by Conclusive and their inclusion has been formally permitted. Fulfilment of an order shall not constitute explicit recognition for the purposes of these Terms.
2. The services and products offered by the Supplier are dedicated to professional entities such as companies and sole entrepreneurs (who purchase products and services in connection with their business activities). Conclusive reserves the right to check the Customer’s prior commercial registration or require proof of industrial or commercial registration prior to accepting any registration or order. If you are a consumer, please contact us directly so that we can provide you with the appropriate information and assistance.

Conclusive Engineering Store

1. To order using the online Conclusive Engineering Store, the Customer may either purchase by filling out the form, or register as a user. Registration is free.
2. In order to register, Customer must fill out the registration form and designate a username and password. Customers are obliged to keep their password confidential and shall be fully liable for any unauthorized orders from their account if they made the password available due to their or their employee’s fault (negligence or intent). Customers may make their password available to their employees only on a need-to-know basis.
3. Customers are under no obligation to purchase products or services based solely on registration. Customers may terminate or cancel their registration at any time at (link).
4. Customers are responsible for updating and changing their personal or company information. Changes to settings may be made at (link). If Customer is unable to update or remove personal/company information, please contact (mail) for assistance.
5. The Customers data shall be processed in accordance with the Privacy Policy. Conclusive reserves the right to remove or delete registrations, including stored data, due to inactivity or use that is contrary to these Terms.

Individual quotation

1. The customer may ask Conclusive for an individual quote for the products or services, as well as the cost of any customisation thereof. In order to obtain a quote, please contact us by e-mail at (mail) or by telephone at (phone number).

Purchase

1. The products and services for sale on the Conclusive Website, Conclusive Engineering Store or other advertising materials, (including any individual pricing) are merely an invitation to Customers to submit an offer (“invitatio ad offerendum”) (“Conclusive Products”).
2. Customers are responsible for confirming, prior to the completion of their order, that the Conclusive Products are consistent with their requirements. Prior to submitting an order, Customers have the opportunity to review the order and the individual items.
3. By clicking the ”Place order” button or button for direct payment (PayPal, Przelewy24, BLIK) and succeeding payment, a Customer is submitting their order, which constitutes a legally binding offer to conclude a contract with Conclusive. All orders placed by the Customers are subject to acceptance by Conclusive, an Conclusive must explicitly accept the offer to create a legal agreement between the Customer and Conclusive. Conclusive is entitled to accept the offer provided by the Customer within one (1) week of receipt. In case of an order via phone or e-mail, Conclusive will send Customer a non-binding offer incorporating these Terms and individual specifications (if applicable). Customer’s confirmation of such non-binding offer is a legally binding offer to conclude a contract, which has to be accepted accordingly as stated above.
4. After the submission of an offer, the Customer will receive a confirmation of the receipt via email. Unless otherwise and explicitly provided, such automatic confirmations do not constitute an acceptance of the offer. Once an order is placed, it is non-cancellable and non re-schedulable, and (except for applicable warranty) non-returnable for any reason whatsoever, unless Conclusive provides its explicit consent for such change.
5. Conclusive reserves the right to refuse an offer at its sole discretion for any reason or no reason at all. If an offer is not accepted, Conclusive may attempt to notify the Customer by contacting them via the email address, billing address, or phone number associated with the order. If an offer is refused, any payment made prior to Conclusive’ acceptance will be returned and the Customer shall have no further right to demand delivery. Due to constraints related to product traceability (as described in section 10), Conclusive does not offer its products or services to resellers under these Terms. Customer is obliged to inform Conclusive in case Customer intends to resell our products or services. We do not accept reseller orders without a separate reseller agreement.
6. The offer is accepted and the contract is formed when Conclusive either accepts the offer in writing or delivers the ordered Conclusive Products.

Price

1. The price for Conclusive Products shall be the price listed at the time of order, including applicable taxes and shipping fees.
2. Unless otherwise explicitly agreed to in writing, the purchase price is due upon acceptance of the order and receipt of a respective invoice. Conclusive reserves the right to withhold delivery until the payment is complete. Conclusive may return payment and cancel the order any time prior to acceptance.
3. If a Customer is VAT exempt, Conclusive may require the Customer’s VAT exemption ID during the Order or Registration. If the Customer does not provide their VAT exemption ID, Conclusive is entitled to invoice for the full VAT.
4. If Customer does not pay as above or as otherwise agreed to, Customer shall be in default of this agreement. Conclusive does not have an obligation to provide warning or notice. Any amount owed is subject to interest at the statutory interest rate as under art. 481 § 2¹ of the Civil Code (maximum interest for the delay). Apart from interest, Conclusive has the right to claim any and all further damages.

Delivery

1. Unless otherwise indicated, Conclusive will deliver the ordered Conclusive Products Ex Works from the Origin address (EXW, according to Incoterms 2020), whereby the place of performance for the delivery of the goods owed by Conclusive is the address of Conclusive’ warehouse.
2. Customers are presented with the proposed shipping modes or delivery options, when purchasing from the Conclusive Engineering Store. The parties may agree other shipment mode or delivery option individually. Customers are responsible for the cost of the shipping method chosen.
3. The place of performance for any warranty claims is the same place as for the delivery.
4. If a Customer requires the shipment of the goods to a place other than the place of performance under section 1, the risk of accidental loss, accidental deterioration, or delay to the Customer shall pass to the Customer or subsequent carrier (Freight Forwarder) once goods are available on the warehouse dock for pickup by the Freight Forwarder or, if picked up by the Customer, the Customer. If the Customer is in default of acceptance the risk of accidental loss, accidental deterioration, or delay passes to the Customer.
5. If there is a default of acceptance by a Customer, or any delay in delivery for which the Customer is responsible, Conclusive may demand compensation for the resulting damage as well as the additional expenditure required to fulfill the order. This includes the storage and maintenance of the Conclusive Products.
6. Notwithstanding Customer’s obligations thereunder, the Customer is obliged to verify the physical state of the Product upon delivery.
7. The estimated delivery time of an order will be provided by Conclusive with the acceptance of the order. Customer acknowledges that delivery dates are estimates only and do not constitute an exact delivery date. Conclusive shall not be liable for delays in delivery or for failure to perform due to events beyond the reasonable control of Conclusive, nor shall the carrier be deemed an agent of Conclusive.
8. From time to time, circumstances outside of Conclusive’ control and without fault of Conclusive may prevent delivery according to the estimated time. Conclusive may notify the Customer in case of such circumstances using the contact information associated with the order. In case of delayed availability, Conclusive will notify the Customer of a new expected delivery period. If the Conclusive Products originally ordered are no longer available, Conclusive may offer to provide an equivalent good or service. If the Customer does not agree to the replacement of Conclusive Products or if the Conclusive Products are not available in the newly established delivery time, both parties may rescind the contract.
9. Conclusive may make partial deliveries where some of the ordered Conclusive Products are not immediately available, unless such partial delivery is not of reasonable use by the Customer.
10. Notwithstanding the relevant statutory provisions, Customers must notify Conclusive of a delay in the Delivery for Conclusive to be in default.

Use of Conclusive Products

1. Conclusive Products must be used according to the operating instructions and relevant safety and maintenance requirements, as listed on the (Conclusive Website), including the Privacy Policy, and datasheet or user manual (when applicable).
2. Unless a product description or associated materials contain a specific indication, Conclusive is not a manufacturer of the components of the devices. Conclusive provides tools and materials that may be used in many applications, but does not make any claims as to the safety or effectiveness of any specific devices made using Conclusive Products.
3. Conclusive is not liable for any damages or defects that result to Conclusive Products due to use with non-Conclusive materials or Products.
4. All products are provided on an “as is” basis, without any warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Conclusive does not warrant that the product will meet any specific requirements or perform in any particular environment or application.
5. The Customer acknowledges that the hardware is not certified, approved or tested for compliance with any industry-specific standards, regulations or certifications, unless explicitly stated in the product datasheet. The only technical specifications applicable to the Products are those expressly described in the official product documentation.
6. The Customer acknowledges that Products are not designed, manufactured or intended for use in critical systems, that support, sustain, or put human life at a significant risk. This includes medical devices, aids, implants, weapons, or the manufacture of machine parts whose failure could cause considerable damage. Conclusive shall not be liable for any damages, whether direct, indirect, incidental, consequential or special, arising out of or related to the use or inability to use hardware for any particular purpose.

Software

1. Unless expressly agreed otherwise, Conclusive grants (or provides the proper third party licence accordingly) Customer the non-exclusive, worldwide, and perpetual right to use the software embedded in the Conclusive Products, limited to the purposes of using and operating the Conclusive Products in accordance with their designated uses and any related user manuals.
2. Conclusive owns all of the rights in the software it is allowing Customer to use, except for components such as open source software that have their own licences and rules. Customer is only granted a non-exclusive right to use the software and only in the state the software is provided to Customer by Conclusive. Customers may not break Conclusive software down to analyse it (save only to the extent that such exclusion is prohibited by the applicable governing law), modify it, use it with non-Conclusive Products, or redistribute it without explicit consent. Customers will be responsible for the actions and omissions of any of their employees or agents who use Conclusive software in accordance with these Terms.
3. Customers will continue to own all rights in the data, information, part files, and other materials provided to Conclusive by the Customer or on its behalf in the course of using Conclusive software (when software made available by Conclusive gathers such data) (“Customer Data”). Customers are responsible for ensuring the accuracy and legality of its Customer Data, and warrant that they have all the rights and consents necessary to allow Conclusive to use such Customer Data for the purposes of providing the Conclusive software. Customers grant Conclusive a royalty-free, non-exclusive, sub-licensable, worldwide right to use and process their Customer Data solely for the purpose of providing the Conclusive software and for any other activities to which the Customer expressly consents. Customer agrees that Conclusive may collect, use, and disclose quantitative data derived from its use of Conclusive software for industry analysis, benchmarking, analytics, marketing, and other business purposes, provided that such data is in aggregate form and does not identify the Customer or the Customer’s employees or agents.
4. Conclusive may modify or provide additional software from time to time. These Terms will continue to apply to future software licences.

Title

1. Conclusive reserves all title to Products sold until the full payment has been received. Prior to full payment, Customers are not entitled to pledge the Products to third parties or assign them as security.
2. If a Customer breaches these Terms prior to paying Conclusive for the Products in full, such Customer is required to return the Products to Conclusive at the Customer’s cost. A reasonable payment period may apply as per the applicable statutory regulations prior to Conclusive withdrawal.

Warranty

1. All Conclusive Products must be used and maintained in accordance with any and all operating and safety instructions. Any other uses or maintenance may result in damage to the Conclusive Products. These damages do not constitute defects according to the warranty obligations herein.
2. Where not otherwise addressed or specified, the statutory provisions regarding the remedy of defects (“implied warranty”) shall apply in case of material deficiencies or defects to the Products.
3. When the agreement is entered into between Conclusive and Customers described under clause 1.2, the provisions of this Terms shall take precedence over any statutory regulation considering implied warranty.
4. Any assertion of implied warranty claims by Customers described under clause 1.2, must be made in accordance with art. 563 of the Civil Code, including timely inspection for completeness and recognizable deviations or defects. If the Customer does not provide notification of obvious defects within a reasonable period, but no more than ten (10) business days after receipt, the delivered Products shall be deemed approved.
5. Conclusive provides Customers with additional (other than statutory) 1 (one) year warranty (“Warranty Service”).
6. If any Products are defective, Conclusive, at its sole option, may provide Warranty Service by: i) remedying the defect (Repair) either at a designated Service center, or, at Conclusive’ sole discretion, through on-site repair Services, ii) by delivering a defect-free item (Replacement), or iii) (when Repair or Replacement are inconvenient) return the funds to the Customer (Reimbursement). If the Repair of the same Product is unsuccessful twice, for the same reason (after the second attempt to rectify, the defect persists), Conclusive will provide the Client with Replacement or Reimbursement. In case of failure to repair, the Customer is entitled to cancel their contract and return the Conclusive Product for a full refund or to a partial refund in proportion to the limitation of use.
7. If Conclusive opts to send Customer a new or refurbished replacement Product or part, upon receipt of the replacement Product or part, the original Product or part becomes the property of Conclusive, and Customer agrees to follow instructions, including, if required, arranging the return of the original Product or part to Conclusive in a timely manner.
8. Customers are responsible for the backup or removal of any data stored on the Conclusive Products when returning Products for Warranty Service. Conclusive is not liable for any loss of data unless caused by intentional or grossly negligent actions on behalf of Conclusive.
9. Conclusive is not responsible or liable for any public statements made by third parties where the defects asserted are due to the usual and expected nature of the Products.
10. Conclusive will bear the cost of Warranty Service. However, if Conclusive determines that the Product is not defective or the Customer knew or should have known of a defect or was otherwise grossly negligent, Conclusive shall be entitled to charge the Customer for any costs arising from the Warranty Service including the inspection and transportation costs.
11. Conclusive is not responsible or liable under any warranty, if any Products that have been subject to misuse, improper testing, assembly, mishandling, or which has been operated contrary to current instructions relating to installation, maintenance or operation, or contrary to industry standards relating to acceptable input power.

Other Liability

1. Customer’s remedies relating to any claim that Products are defective or not in accordance with the agreement for their supply or not in accordance with any express description, representation, condition or warranty implied by law or any other claim in respect of the Products or any workmanship relating thereto shall in all cases be limited to enforcement of the manufacturer’s warranty (as mentioned above) and Conclusive shall not be liable for damages, compensation, costs, expenses losses of any kind (including loss of profit), direct or indirect or consequential and any other remedy which would otherwise be available in law is hereby excluded (save only to the extent that such exclusion is prohibited by the applicable governing law). Conclusive’s exclusive obligations with respect to any non-conforming Product or breach of warranty or condition in relation to quality, description, fitness for purpose, merchantability or suitability of Products shall be, at Conclusive’s option, to repair or replace the Product, if it is determined to be defective, or to refund the Customer the price paid for the relevant Products.
2. Conclusive shall be liable for damages caused by gross negligence or intentional damage by Conclusive, its legal representatives, contractors, subcontractors or vicarious agents. The total liability shall not exceed the value of the order, whether the cause for action for any claim arises in contract, in tort, in negligence or for breach of statutory duty, misrepresentation, under indemnity or otherwise in relation to any and all causes of action as aforesaid.
3. Conclusive shall never be liable for damages resulting from improper use, faulty operation, improper repair or maintenance, or any other interventions done on behalf of Customer by Third Parties or by Customer not according to instruction from Conclusive. This exclusion applies to any disregard of installation or operation instructions, failure to maintain the Products according to Conclusive instruction, use of inappropriate equipment, and any use of Third Party materials, hardware, or software. This exclusion further applies to any avoidable chemical, electrochemical or electrical influences, and the like.

Product traceability. US export regulations

1. When the applicable law requires, Conclusive may expect from the Customer to fill in an “End User Declaration” to certify that the Customer will not use, transfer, export, re-export, resell or otherwise dispose of any items purchased from Conclusive, including any components, subassemblies, parts to any destination, end-user or for any end-use prohibited by the laws of the European Union, the United States, United Nations or any other applicable laws; unless such use, transfer, re-export, resale or disposition is specifically authorized by a government agency with export authority over the items purchased or ordered by the Customer from Conclusive.
2. Conclusive reserves the right to make the fulfilment of the order conditional upon the execution of the “End User Declaration”. Should the Customer refuse to sign, Conclusive is entitled to rescind the contract. Customer shall bear full responsibility and liability for completing the “End User Declaration” truthfully and accurately, in accordance with the actual facts and circumstances.
3. Conclusive products are subject to U.S. and local export control and sanctions laws. Customer agrees to comply with all applicable export and sanctions laws and will not receive, use, transfer, export, or re-export any Conclusive products in violation of such laws or in any way that would cause Conclusive to violate such laws. Customer represents and warrants that it is not, and that is not owned or controlled by or acting on behalf of any other person or entity that is, (i) located, organized, or resident in any jurisdiction subject to comprehensive U.S. or local trade sanctions; or (ii) identified on any export- or sanctions-related restricted party list, including but not limited to the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control and the Entity List maintained by the U.S. Department of Commerce’s Bureau of Industry and Security. Customer agrees not to provide any information, data, technology, models, documents, or other materials (collectively, “Materials”) to Conclusive that are restricted by any United States or international export control law, including the International Traffic in Arms Regulations and Export Administration Regulations, other than Materials classified as “EAR99” under the Export Administration Regulations.

Miscellaneous

1. If any conditions of the present Terms are held invalid or ineffective, the validity and effectiveness of the remaining provisions shall remain in force and unaffected to the extent possible.
2. Conclusive is entitled to modify or change these Terms for any reason or without reason, as far as this does not disadvantage Customer in good faith. Changes apply to all future purchases. Changes will be announced by publication at (link) or notification via the email address associated with the account. Changes to the terms of this Agreement are permissible if changes to the Products or Services offered result in new regulatory requirements. In particular, changes are acceptable where new Products or Services are offered or if changes in legislation or jurisdictions affect the terms. So long as Customer does not object to the validity of the new Terms within two (2) weeks of notification, the modified Terms shall be deemed accepted. In announcing any changes, Conclusive will include reference to the option to object, the deadline in place, and any resulting legal consequences, in particular those consequences attaching to an acceptance. In the case of an objection, the original Terms shall apply until termination.
3. With respect to any use of the Services, including the registration on (link), either party may terminate this agreement at any time.
4. Customer is not entitled to assign any claims under this Agreement.
5. This contract shall be governed under the laws of Poland, to the exclusion of the application of the UN Sales Convention and the conflicts of law rules of private international laws.