Ascential Technologies
B2B General Terms and Conditions Online Store
The present general terms and conditions (“Terms”) govern all transactions between CIMAT Sp. z o.o., with a registered office in Bydgoszcz (85-862), B. Raczkowskiego 4 Street, entered into the National Court Register under number 0000182849, NIP number 554-030-95-19, REGON number 008065944 an affiliate of the Ascential Technologies group of companies (“Ascential Technologies”, “we”, “us” or “our”) and you, the customer (“Customer”, “you” or “your”; together with Ascential Technologies, the “Parties”, and each separately “Party”) occurring through the present online store (https://shop.ascentialtech.com/ (“Online Store”) and that concern the sale of the products that are from time to time available on the Online Store (“Products”) and/or Services that are from time to time offered on the Online Store, which may include upgrades, modernisation, maintenance and repair services, training and other services as offered from time to time on the Online Store (“Services”).
The Customer acknowledges having received and read the Terms and has accepted the Terms by ticking the relevant checkbox prior to ordering the Products and/or Services.
The Online Store can only be used by professional customers to purchase Products and/or Services for their internal business use. By accepting the Terms, Customer warrants that they shall only place orders as a commercial customer (business-to-business) for internal business purposes, and not as a consumer (business-to-consumer), reseller or distributor. The Customer acknowledges that consumer rights shall not apply. Customer also warrants that the individual placing the order on behalf of the Customer has all necessary authorizations and authority to do so. Ascential Technologies has the right to refuse or cancel an order and to terminate the Terms with immediate effect, without prior intervention of a court and without compensation if the Customer is or appears to be acting in a different capacity than as described in this paragraph.
The Customer expressly waives the applicability of its own terms and conditions, even if those terms and conditions state otherwise. Customer’s terms and conditions that may be attached to purchase orders or other documents shall not apply.
1 order and conclusion of contract
1.1 After placing the Products and/or Services you wish to purchase in the shopping cart, you will be able to move forward with your order. A summary of your order and (i) the total amount to be paid for the Product(s), including shipping costs, and (ii) the periodic amount to be paid for the Service(s) will be shown at the end of the order process.
1.2 By placing an order, you make a binding offer to Ascential Technologies to purchase the Products and/or Services included in your order. When you have placed your order, Ascential Technologies will acknowledge receipt of your order by sending you an order overview e-mail, detailing the contents of your order. The order overview is merely an acknowledgement that Ascential Technologies has received your order and does not constitute Ascential Technologies’ acceptance of your order. The order is only deemed accepted, and a legally binding agreement is only concluded between you and Ascential Technologies, as of the moment Ascential Technologies has shipped the Product(s) and/or confirmed its ability to perform the Service(s) in writing.
2 Refusal and cancellation of an order
2.1 The fulfilment of all orders on the Online Store is subject to availability. To the extent this is permittable by law, we reserve the right to refuse or cancel the whole or parts of an order or to terminate the Terms with immediate effect and without any prior intervention of a court by notifying you in the situations below, without being liable for any damages or costs, other than the refund of the amount received from you for the refused order. For the avoidance of doubt, this refund shall be the Customer’s sole and exclusive remedy in the event of the refusal of an order.
a) the Product and/or Service is not available or not in stock;
b) your billing information is incorrect or not verifiable;
c) you order as a consumer, reseller or distributor or different capacity that is not permitted;
d) we cannot deliver to the address you provided;
e) your order is flagged by our security systems as an unusual order or an order for which we have reasonable grounds to believe that it may be related to fraud or other criminal activities; due to circumstances beyond our control (see section 11); or
f) any other reason we deem appropriate to refuse the order.
2.2 Customer acknowledges that orders are final once submitted. Customer does not have the right to cancel or withdraw an order.
3 Prices
3.1 If (a part of) the amounts to be paid by Customer to Ascential Technologies is not due upon placement of an order, as may be applicable at Ascential Technologies’ sole discretion in accordance with section 4.1 below, Ascential Technologies reserves the right to adjust its prices for valid reasons, which include changes in its own supply prices (including material prices, personnel costs, increase in operating costs, indexation, etc.) in the period between the placement of the order and the performance of the Service.
3.2 Any tax or other federal, state, or local governmental charge on the production, sale or shipment of the Products and/or Services shall be added to the price and shall be paid by the Customer.
4 Payment and invoices
4.1 The payment for the ordered Products and/or Services is required to successfully place an order on the Online Store, unless otherwise indicated by Ascential Technologies in writing at Ascential Technologies’ sole discretion.
4.2 In the event the Customer does not pay within fifteen (15) days after receipt of the invoice, as may be applicable, interests for late payment will automatically apply at 1% per month, which start running from the due date on the invoice until the actual date of full settlement of the delayed payment.
4.3 In case of past due payment, Ascential Technologies may suspend performance of all or part of its obligations under the Terms for the present and future orders, without any liability to the Customer.
5 Delivery and manner of performance
5.1 After an order has been successfully placed via the Online Store, Ascential Technologies will inform you about the estimated delivery term of the Products and/or Services. Ascential Technologies will undertake its commercially reasonable efforts to notify you of any changes in the estimated delivery term.
5.2 Any delivery term indicated on the Online Store or elsewhere is not binding and should only be considered as an indicative estimate. The Customer has no right to compensation or termination solely due to a late delivery.
5.3 Ascential Technologies only provides the Services on a commercially reasonable basis. Ascential Technologies will make commercially reasonable efforts to ship orders by the date promised, but Ascential Technologies shall not be liable for any damages arising out of any delay in delivery. The Customer acknowledges that they have been provided with sufficient information on the Online Store to make an informed decision regarding the suitability of the Products and/or Services for their business and circumstances. Ascential Technologies expressly disclaims any warranty or guarantee that the Services or Products are fit for any particular purpose, nor does it warrant that the Services or Products are free of errors or interruptions. Any implied conditions of fitness for purpose that might otherwise apply are hereby excluded to the fullest extent permitted by law.
6 Transfer of property rights and risks
6.1 Ascential Technologies reserves all property rights on the Products until settlement of all debts related to those Products. As long as the payment of the purchase price has not taken place, the Customer is not entitled to pledge the Products, use them as security in the broadest sense of the word, process the Products, make them immovable by incorporation, resell them or otherwise dispose of them.
6.2 All orders placed through the Online Store are Free Carrier (FCA) (Incoterms 2020), unless agreed otherwise, as the case may be, via an Ascential Care Service Agreement. The retention of rights in section 6.1 does not affect this transfer of risks to the Customer.
7 Complaints, guarantee and warranties
7.1 Ascential Technologies’ guarantee shall be limited to the statutory guarantee under the applicable law. To the extent permitted by applicable law, and except as expressly stated in these Terms, Ascential Technologies disclaims all other warranties (whether express, implied, statutory, or otherwise) in relation to the Products and Services. ASCENTIAL TECHNOLOGIES EXCLUDES AND DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.
7.2 Customer shall inspect the purchased Products immediately upon receipt. On penalty of forfeiture, all complaints regarding the Products or the invoice must be submitted to us in writing within ten (10) business days after delivery. To the extent permitted by law, filing a complaint can in no case give rise to Customer’s suspension of payment. Customer has the right to withdraw from the contract within fourteen (14) days without giving any reason and return the Products for a full refund, in accordance with applicable consumer protection laws.
7.3 Ascential Technologies will indemnify the Customer for a hidden defect in a Product if this defect was notified to Ascential Technologies within a warranty period of six (6) weeks starting on the day of shipment, unless Ascential Technologies could not have known about this defect. For indemnification, Ascential Technologies has the following choice to address the defect: (i) provide a replacement of the purchased Product without charge (if possible), or (ii) repair the defect without charge (if possible). A refund is only possible if replacement or repair is not possible or where the cost exceeds the value of the effective Product. The foregoing remedies are Customer’s sole and exclusive remedies in case of a defect. Any other claim regarding the defective item is excluded.
7.4 Customer must follow and demonstrate compliance with Ascential Technologies’ and any of its suppliers recommended maintenance, installation or similar procedures. In the event any claim arises out of the negligent or careless use or intentional misuse of the Products or Services, including improper installation of a Product, by the Customer or the Customer's employees or other representatives in installing, maintaining or supporting the Products and/or Services, or anyone else other than Ascential Technologies or its suppliers, Ascential Technologies cannot be held liable and the Customer hereby agrees to defend, indemnify and hold Ascential Technologies harmless from all expense, including payment of damage awards, settlements, costs and legal fees, incurred by Ascential Technologies as a result of and in the defense of said claim. In the event of an indemnifiable claim, Ascential Technologies, at Ascential Technologies’ sole option, may permit the Customer to treat said claim as if it had been brought directly against the Customer and to settle or defend said claim at the Customer's expense and as the Customer sees fit. On any third-party Product purchased by Customer, the warranties of the manufacturer of those Products shall apply to those items as the sole warranty for such Product, to the exclusion of the warranties provided in these Terms.
7.5 Ascential Technologies processes complaints and provides responses within 14 calendar days from the date of receiving the complaint. This period is calculated as consecutive days, including weekends and holidays. If the last day of the period falls on a statutory public holiday, the deadline is extended to the next working day. Failure to provide a response within the required timeframe results in the complaint being deemed justified in accordance with applicable legal provisions.
8 Liability
8.1 Ascential Technologies shall only be liable for direct damages, and only to the extent the Customer has initiated a cause of action for any claim(s) relating to the present Terms and its subject matter within one (1) year since the Customer is aware of these direct damages, or should have been aware of them after reasonable investigation, provided, Customer has used the Product and Services in accordance with the intended commercial use, without abuse or misuse. In no event and under no circumstances will Ascential Technologies be liable to the Customer, whether in contract, tort or otherwise, for loss of business, loss of reputation, loss of revenue or profit, loss of data, loss of goodwill or any incidental, consequential, indirect or special damages and losses in connection with the Terms.
8.2 In any event, the liability of Ascential Technologies arising out of or in connection with these Terms for all claims of any kind, whether in contract (including under any indemnity) or in tort (including negligence) shall in no case exceed the amounts paid by Customer for the relevant Product or Service. This limitation of liability shall not apply in cases of wilful or gross misconduct, or where liability can otherwise not be limited by law.
9 Intellectual Property rights
9.1 Nothing contained in the Terms shall be understood, construed, or interpreted to constitute a transfer of, or license to use, any intellectual property rights in the broadest sense of the word.
9.2 Ascential Technologies intellectual property rights on or prior to the date of an order, and any intellectual property rights developed by Ascential Technologies shall remain the sole and exclusive property of Ascential Technologies. Ascential Technologies shall be the sole and exclusive owner of all intellectual property rights created by it for the purpose of development, production, or manufacture of Products or Services. Where Ascential Technologies’ intellectual property rights are required for the use of a Product and/or Service by the Customer, the parties shall enter into a separate license agreement.
10 Data protection
10.1 For more information on our processing of your personal data, please see our Privacy Policy.
11 Force Majeure
11.1 For the purposes of the Terms, a “Force Majeure Event” shall mean an impediment beyond Ascential Technologies’ control that limits, prevents or makes more burdensome its ability to perform its obligations under the Term; and Ascential Technologies could not reasonably have avoided or overcome it or at least its effects. Force Majeure shall include but is not limited to (i) war, hostilities (whether war be declared or not), invasion, act of foreign enemies; (ii) rebellion, terrorism, revolution, insurrection, military or usurped power, or civil war; (iii) riot, commotion, disorder, strike or lockout; (iv) epidemics or quarantine restrictions, embargoes, blockages, or other actions, restrictions, regulations, or orders of any government, agency or subdivision thereof; (v) sabotage, fire, explosions, difficulty or increased expense in obtaining personnel, materials or transport or other circumstances affecting the supply of the Products and/or Services or of raw materials thereof by the normal source of supply or the manufacture of the Products by the normal means or the delivery of the Products and/or Services by the normal route or means of delivery; (vi) natural catastrophes such as earthquake, floods, hurricane, typhoon, volcanic activity or other acts of God; and (vii) any act, omission or decision by a third party such as suppliers or subcontractors.
11.2 In case of a Force Majeure Event, Ascential Technologies shall inform Customer of a proposed contingency as soon as reasonably possible. Ascential Technologies may suspend performance of these Terms, during the period of a Force Majeure Event. Ascential Technologies shall not be liable to Customer for damages caused by the failure or delay in fulfilling any obligation under these Terms if such failure or delay, directly or indirectly or indirectly, is caused by the Force Majeure Event.
11.3 In case of a Force Majeure Event that makes Ascential Technologies’ ability to perform its obligations more onerous, the Parties shall, upon Ascential Technologies’ first request, renegotiate the Terms in good faith and amend the Terms to reinstall a fair balance under the Terms in light of the Force Majeure Event. If the Parties cannot reach an agreement within a reasonable period, Ascential Technologies may terminate the Terms without prior intervention of a court and without any compensation being due to the Customer.
12 Confidentiality
12.1 All information that is exchanged in relation to or in the context of (performance of) these Terms, including but not limited to commercial and technical information related to the Products or Services (“Confidential Information”), shall be treated as strictly confidential and cannot be disclosed to any third party without the prior written consent of the disclosing party, without prejudice to the right of a Party to disclose the Confidential Information (i) to its personnel or agents on a strict need-to-know basis to provide or to benefit from the Products or Services), provided such personnel is bound by similar confidentially obligations; (ii) to its professional expert advisors (including lawyers, accountants, insurers and auditors), provided that these recipients are bound by a statutory or contractual duty of confidentiality equal to the ones imposed under these Terms: or (iii) when legally required by law or by a binding order, in which case (a) disclosure shall be limited to the necessary parts of the Confidential Information, (b) the obliged Party shall first notify the other Party of such requirement prior to the disclosure, to the extent permitted by law.
12.3 The obligations in this section 12 shall continue until three years after the expiry or termination of the Terms.
13 assignment and Subcontracting
13.1 Ascential Technologies has the right to transfer, assign or subcontract all or part of its obligations under these Terms to a third party, without prior consent from the Customer.
13.2 The Customer is not permitted to transfer, assign or subcontract (partially or wholly) its rights and obligations under the Terms to third parties without the prior written consent of Ascential Technologies.
14 termination
14.1 Ascential Technologies shall have the right to terminate the Terms, with immediate effect and without prior intervention of a court, in case of (i) a material breach by Customer, which includes, but is not limited to, any non-payment of due amounts and other circumstances listed in section 2 of these Terms; (ii) the Customer undergoes any proceedings in bankruptcy, insolvency, winding up, protection against creditors or any similar proceedings or has ceased payments; or (iii) the Terms are affected by a Force Majeure Event that is permanent in nature, or that lasts for at least one (1) month.
14.2 Upon termination of these Terms, any outstanding amounts shall become immediately payable by the Customer.
15 Miscellaneous
15.1 The Parties acknowledge that these Terms constitute the negotiated terms and that they strike a fair balance between the Parties in view of prevailing market practices and the nature of the Products and/or Services, and do not create a manifest imbalance between their respective rights and obligations. The Parties acknowledge that the allocation of the economic, operational and legal risks do not create a manifest imbalance between their respective rights and obligations under the Terms and that it is calculated in the price of the Products and/or Services.
15.2 In case any one or more of the provisions of these Terms shall be illegal, invalid or unenforceable in whole or in part, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions of these Terms. The Parties shall then attempt to find a new provision to replace the invalid or unenforceable one. The new provision shall be as close as possible to the Parties' original intentions.
15.3 These Terms sets forth the entire understanding and agreement between Ascential Technologies and Customer relating to the purchase from the Online Store and merges all prior oral and written discussions between them. Ascential Technologies has the right to update these Terms in its sole discretion, from time to time, without the prior consent of Customer. The latest version of the Terms as applicable at the time of your order shall apply to that order. You are advised to regularly consult these Terms.
15.4 Customer shall comply with all applicable laws and regulations, including export control laws.
15.5 The Terms shall be governed by and construed in accordance with the laws of Poland.
15.6 Any controversy, claim or dispute arising out of or relating to these Terms or any Customer order, or to the alleged breach of any element of these Terms by either Party, shall be settled as follows: (a) both Parties will first attempt in good faith to promptly resolve the controversy, claim or dispute by negotiations between senior executives of the parties who have authority to settle the matter (and who do not have direct responsibility for administration of the Terms); (b) if the controversy, claim or dispute has not been resolved by such negotiations within sixty (60) days after written request by either Party, either Party can seek redress from the courts. The courts of Bydgoszcz, Poland shall have the exclusive jurisdiction to decide on all disputes, controversies or claims arising out of or in connection with or in relation to these Terms.
Date of last review:01.08.2025