§ 1

Subject

The Subject of the General Conditions of Sale is to determine principles of sale of products manufactured by the Supplier to the Buyer.

§ 2

Rights and Obligations of the Parties

  1. As of the date of concluding a contract the Parties become business partners in deliveries of the Supplier’s products to the Buyer.
  2. The Supplier undertakes to manufacture and supply products in accordance with orders placed by the Buyer.
  3. The Buyer undertakes to give in his orders a precise designation of the required products as well as their quantity and size specification, technical conditions, expected date of execution and requirements concerning packing method, delivery base and address, payment terms and a price of goods.
  4. The Supplier undertakes to send the Buyer a confirmation of order containing the accepted order conditions and an execution lead-time, which cannot be shorter than 14 working days from the date of order receipt.
  5. Unless expressly accepted in writing the Supplier does not accept any Buyer’s terms which are in conflict or derogate from these General Conditions of Sale.
  6. Orders are deemed as accepted to execution in a form confirmed by  the Supplier and in accordance with technical, technological and commercial conditions and  within the time determined in order confirmation. The Buyer is deemed to have accepted all conditions determined in order confirmation unless he submitted his objections in writing within three days from the date of its receipt.
  7. The Parties allow corrections in the order under execution up to ± 5% of its volume.
  8. To observe the written form of the order and its confirmation it is sufficient to send it by fax or e-mail.
  9. A purchase order and its amendments or annexes must be in writing and approved by both Parties of a contract.
  10. The Parties agree to inform each other about the current fax numbers and e-mail addresses, which shall unambiguously identify the senders. Each single change of fax number or e-mail address should be immediately sent in writing to the other Party.
  11. The Buyer undertakes to collect the ordered materials and pay the agreed price. Products not executed (not collected) are subject to execution in the following month unless they have been cancelled before.

§ 3

Price, Payment terms

  1. The price of supplied products is determined on CPT or EXW base according to INCOTERMS 2010.
  2. Approval of the offered price is a prerequisite of the order acceptance.
  3. The Supplier is entitled to increase the already confirmed price in situation when after sending the order confirmation occurred a significant and at the moment of sending the confirmation unexpected increase of price of raw materials for manufacture of products or/and of other necessary materials for production.
  4. Prices are determined individually. A price binding for a particular order is the price indicated in an order confirmation sent to the Buyer by the Supplier.
  5. The price contains packing and designation costs.
  6. The price of products must be paid on a date agreed and accepted by the Parties.
  7. Delivered products shall remain the Supplier’s property (reservation of proprietary right) till the moment when the full amount resulting from the sale is added in favor of the Supplier’s bank account.
  8. The Buyer is entitled to further sell the products with reservation of proprietary rights provided that before the sale of these products he notifies his customer of the existence of such a proprietary rights reservation.
  9. In case the price of products has not been paid the Supplier is entitled to demand from the Buyer to hand over the products and he is also entitled to enter the products storage place in order to take them over from the Buyer.
  10. Payment for delivery shall be made based on provided invoice issued in accordance with the relevant regulations and on a date indicated in the invoice to the Supplier’s bank account.
  11. The day of making payment is the day when the full amount reflecting the value of the goods has entered the Supplier’s bank account.
  12. The Buyer undertakes to pay for the supplied products of the Supplier on the following principles:
    1. Prepayment by bank transfer to the Supplier’s account.
    2. After setting payment security by the Buyer in a form of a bank guarantee or after the deal has been insured by the Supplier, the payment shall be executed within 30 days from the invoice issue date.
  13. The Party closing the deal incurs all the costs related to bank operations.
  14. In the event when the Supplier learns about circumstances which may diminish credibility of the Buyer (liquidation, file for bankruptcy, considerable difficulties with keeping financial liquidity etc.), the Supplier may demand an immediate payment for the delivered goods, regardless the due date. The Supplier shall be also entitled to demand prepayment for the goods not yet collected, regardless the agreed date of payment.
  15. In the event of a delayed payment made by the Buyer, the Supplier is entitled to charge legal interest.

§ 4

Packing

  1. All products should be packed, marked, and equipped with a set of dispatch documents, described and prepared for shipment pursuant to agreements between the Supplier and the Buyer made in writing before the first dispatch unless otherwise can be deducted from the Buyer’s order.
  2. The Supplier shall make sure that any boxes and packages have the proper signs and markings informing about the transportation method, order number, despatch date, volume, manufacturer and any other necessary information. Detailed specification of delivery should be attached to each shipment unless otherwise is decided by the Buyer.

§ 5

Collection of goods

  1. The Supplier undertakes to attach to each delivery any necessary documents and especially invoice, packing list and quality certificate.
  2. The Buyer’s authorised employee accepting products delivered by the Supplier is obliged to check deliveries in a customary way as for the type of product; in the event he notices any quantity or quality defects etc. he should notify the fact to the Supplier within the period indicated in § 6 p. 3 and 4.
  3. In case of intra-community deliveries the Buyer is each time obliged to immediately confirm in writing to the Supplier the collection of goods. Documents confirming intra-community delivery are a copy of CMR and Receipt of Delivery with a company stamp and a signature of the Buyer. The Buyer is obliged to submit the above documents to the Supplier till 15th day of the month following the month of delivery. In case when these documents are missing the Supplier is entitled to charge the Buyer with a VAT rate currently binding in domestic trade.

§ 6

Guarantee

  1. The Supplier guarantees high quality of supplied goods, in accordance with confirmation of order sent to the Buyer and pursuant to IATF 16949:2016 quality system standards binding in the Supplier’s company.
  2. The Parties undertake to keep the proper documentation required while settling complaint notification. In the event of when defects are revealed, the Buyer is entitled to send to the Supplier a complaint notification containing:
    1. agreement number,
    2. number or transport name,
    3. description of defects being a subject of the complaint.
  3. The Buyer is obliged to notify quantity complaints within max. 7 days after delivery.
  4. Quality complaints should be notified by the Buyer within max. 2 months after delivery.
  5. In case of quality or quantity complaints the Buyer undertakes to enable the Supplier or his designated representatives to carry out an inspection and take samples.
  6. The goods with hidden defects but revealed during processing shall be immediately withdrawn from the further technological cycle with simultaneous notification of the Supplier. Not-fulfillment by the Buyer of the above obligations causes loss of any claims related to the hidden defects.
  7. The Supplier may waive from examination of quality complaints in case of products whose identification is impossible due to removal of designation, degree of processing performed by the Buyer or due to improper storage of products.
  8. In case of delivery of goods with defects, the Supplier’s obligations are limited to replacing the faulty goods by goods free from defects. The Buyer is not entitled to claim compensation for processing of the faulty material.

§ 7

Stipulated penalties

  1. If a delivery of products is delayed due to the Supplier’s fault, the Buyer shall be entitled to claim a stipulated penalty being 0,05% of the value of goods from that delivery, for each single day of delay caused by the Supplier.
  2. For goods not collected by the Buyer within an obligatory term, the Supplier may charge costs as high as 5% of the value of goods for each 7 days of storage. A storage cost shall be included to the invoice for delivered goods.
  3. If the Buyer is in delay to make payment for any invoice issued by the Supplier, the Buyer shall pay the Supplier a stipulated penalty being 0,1% of the total value of the invoice for each day of delay. The Supplier is entitled to withhold the next delivery until the time a previous invoice has been paid in full together with a stipulated penalty for the delay.
  4. In case of not-fulfillment an order due to the Buyer’s fault, the Supplier shall be entitled to claim compensation for actual damages as a result of circumstances which are the Buyer’s responsibility, up to the maximum amount being 10% of the cancelled order.

§ 8

Competence of Law and Jurisdiction, Confidentiality

  1. According to these General Conditions of Sale the rights and obligations of the Parties shall come under the Polish material law.
  2. In case of a dispute arisen in relation to the order execution, the Parties agree to resolve the dispute amicably within 30 days after its arising. If a dispute is not resolved within 30 days after its arising, such a dispute shall be subject to settlement by a competent court as of the legal seat of the Supplier.
  3. With exception to announcements or legally released notifications or other generally binding regulations and with exception to notifications to a Party’s advisers, lawyers and other persons designated by the Parties and obliged to keep a secret due to their profession, the Parties hereof undertake to treat a contract and facts related to hereof as confidential.

§ 9

Force Majeure

Neither of the Parties shall be deemed responsible for any breach of these General Conditions of Sale provided the breach is caused by Force Majeure such as natural disasters, flooding, fire, strikes o any other circumstances impossible to avoid or foresee, which occur while the General Conditions of Sale are in force. The Party affected by Force Majeure shall immediately inform the other Party about the situation as well as about discontinuance of Force Majeure activity. Any obligations affected by Force Majeure shall be fulfilled by the affected Party immediately after activity of Force Majeure has stopped. In case Force Majeure persists longer than 30 days, either Party shall be entitled to terminate these General Conditions of Sale in the form for written notice submitted to the other Party with immediate effect.

§ 10

Final Provisions

  1. Invalidity or unfeasibility of any provisions of these General Conditions of Sale does not affect validity and feasibility of the other provisions of hereof. The Parties agree to supersede such provisions by new ones, valid and feasible provisions most similar in economic meaning to provisions superseded.
  2. Cases not determined by these General Conditions of Sale shall be settled pursuant to provisions of the Polish Civil Code.
  3. These General Conditions of Sale have been drawn up in Polish. Translation to any other language shall be deemed as having only working purposes and shall not be considered as a legally binding document.

Maj 2010.

see also