§ 1 General provisions
- These General Terms and Conditions of Sale (GTCS) apply to all sales agreements concluded between the Seller and the Client, excluding consumer sales.
- The GTCS constitute an integral part of every offer, agreement, and order confirmation.
- Any deviations from the GTCS require written confirmation from the Seller.
- The Client’s lack of acceptance of the GTCS entitles the Seller to withhold the delivery of goods.
- The written form includes communication via email. Emails are considered equivalent to traditional written forms in the context of concluding, amending agreements, and other arrangements between the parties.
§ 2 Conclusion of the Agreement
- The sales agreement is concluded based on the Client’s order, which must be confirmed in writing by the Seller.
- Placing an order by the Client does not bind the Seller until its acceptance is confirmed in writing.
- If the Client does not object to the order confirmation within 1 business day of its receipt, the order is deemed accepted under the terms specified in the confirmation.
- Any changes to the order must be mutually agreed upon in writing by both parties.
§ 3 Prices and Payments
- Prices are quoted net of VAT unless otherwise agreed.
- Payments must be made within the timeframe specified on the invoice.
- In the event of delays, the Seller reserves the right to charge statutory interest and suspend the execution of subsequent orders.
- The parties may agree on the value of the order in a foreign currency, provided that the payment is also made in the same currency.
- The Client’s right to make set-off declarations against the Seller is excluded.
- The Client is not entitled to withhold any payment due to a complaint.
§ 4 Order Fulfillment
- The Seller reserves the right to deliver products with a tolerance of +/-10% of the ordered quantity unless otherwise agreed. Dimensions, dimensional tolerances, and quality of the goods supplied by the Seller comply with applicable European standards unless otherwise agreed in writing.
- Any technical, quality, certification, or inspection requirements must be explicitly specified by the Client at the ordering stage. Certificates, attestations, and other documents confirming the quality of goods will be provided to the Client within 7 days of delivery or as soon as they are received from the supplier. Issuance of certificates may incur additional charges, of which the Seller will inform the Client during order confirmation.
§ 5 Responsibility for the Goods
- Responsibility for the goods transfers to the Client upon their collection from the Seller’s warehouse or handover to the carrier.
- The Seller is not liable for defects resulting from improper use or storage of the goods by the Client.
- The Client is obliged to inspect the goods for quantity and quality immediately upon receipt:
- Any discrepancies in the quantity of goods compared to the delivery note must be reported upon receipt and noted on the delivery document.
- For quantity discrepancies due to damage in transit, the Client must prepare a damage report signed by the Client’s representative and the transporter.
§ 6 Complaints
- Deadlines for submitting complaints:
- Complaints regarding quality defects visible upon delivery, not related to transportation damage, must be submitted no later than 5 days from the delivery date.
- Complaints regarding hidden defects, not detectable at delivery, must be submitted no later than 3 months from the delivery date.
- Complaint procedure:
- Complaints must be submitted in writing and include:
- a detailed description of the defect,
- identification of the defective products (including a photo of the original label on the product),
- the quantity of the defective products,
- photographic documentation of the defect.
- Until the complaint is resolved, the Client must store the defective product appropriately to prevent further damage.
- The Seller reserves the right to evaluate the validity of the complaint and decide on its resolution. In the case of an unjustified complaint, the Client will bear the costs of the complaint process.
§ 7 Withdrawal from Orders and Non-Collection of Goods
- The Client may not withdraw from a confirmed order or agreement in whole or in part without prior written consent from the Seller.
- If the Client withdraws from an order, they must cover all costs incurred by the Seller in connection with the order.
- For goods manufactured to the Client’s specifications or sourced specifically for the order, withdrawal requires payment of 100% of the gross value of the ordered goods.
- The Client must collect the goods within the agreed timeframe. If the Client fails to collect the goods within 14 days of the agreed date, the Seller may issue an invoice and demand payment as if the goods were collected.
- In cases of delayed collection, all risks, including damage or loss of goods, transfer to the Client upon invoice issuance.
- If the Client fails to collect the goods, the Seller may terminate the agreement and sell the goods to another party, provided the Client covers all storage and associated costs.
§ 8 Storage of Client-Supplied Materials
- The Seller offers free storage of materials supplied by the Client for a period agreed upon by the parties. After this period, storage fees will apply per the applicable rate, which will be communicated to the Client before the agreement.
- The Seller is not liable for natural changes in the stored goods, such as corrosion or oxidation, unless caused by gross negligence.
§ 9 Liability for Indirect Damages
- The Seller is not liable for indirect damages, including loss of profits, production interruptions, or other losses resulting from delays, defective goods, or improper use of the goods by the Client.
- The Seller’s liability is limited to the invoiced value of the defective goods.
§ 10 Deliveries
- Delivery timeframe:
- Deliveries are based on the Client’s order and are binding only upon written confirmation of the delivery date by the Seller.
- The Seller will make every effort to deliver the goods on time but is not liable for delays caused by force majeure or other circumstances beyond the parties’ control, such as machinery breakdowns, power outages, transportation issues, customs delays, or supplier disruptions.
- Delivery costs are determined individually when placing the order. Additional costs, such as repackaging, reloading, or special transport requirements, are borne by the Client unless otherwise agreed.
§ 11 Data Protection
The parties undertake to comply with GDPR and other data protection regulations. Personal data will be processed solely for the purpose of executing the agreement.
§ 12 Anti-Corruption Clause
The parties commit to adhering to all anti-corruption laws and refraining from any actions that could be deemed corrupt in connection with the agreement. Any breach entitles the affected party to terminate the agreement immediately without compensation and to seek damages for losses incurred.
§ 13 Final Provisions
- All disputes will be resolved by the competent common courts for the Seller’s registered office.
- Matters not regulated in the GTCS are governed by Polish law.