GENERAL TERMS AND CONDITIONS OF SALE “GTCS”
§ 1. General Provisions
- The General Terms and Conditions of Sale shall describe the principles of concluding sales agreements of goods offered by ALFASEAL GROUP Sp. Z o.o. with its registered office in: 05-500 Piaseczno, Stara Iwiczna, ul. Nowa 17, entered into the Register of Entrepreneurs of the District Court for the Warsaw Capital City, 14th Commercial Division of the National Court Register [Rejestr Przedsiębiorców Sądu Rejonowego dla m.st. Warszawy, XIV Wydział Gospodarczy Krajowego Rejestru Sądowego] under the number KRS 0000450101, NIP [tax ID no.] 123-127-48-21, share capital: PLN 2,887,550.00.
- The General Terms and Conditions of Sale hereinafter also referred to as “GTCS” shall apply to all and every commercial relations where ALFASEAL GROUP Sp. Z o.o. acts as the Seller (“Seller”) and to the sales agreements concluded by the Seller with other entities (“Buyer”, “Contractor”).
- Contractors are required to become familiar with these terms and conditions in each case if they place an order as these GTCS shall form an integral part of sales agreements concluded with the Seller.
- Concluding an agreement by the Buyer without reservations means that the Buyer has become familiar with these GTCS and expresses his consent to include them into the agreement and furthermore that they have been agreed with the Buyer and shall apply everywhere unless the Parties have agreed otherwise in writing and the Buyer bears the fact of proving that another written agreement of the Parties had existed.
- These GTCS are publicly available on the Seller’s webpages and due to that the Parties unanimously agree that they have been served to the Buyer not later than at the moment of the agreement conclusion. If the Buyer is in constant commercial contact with the Seller, there shall apply the GTCS valid always at of the day of this agreement conclusion.
§ 2. Offers, Samples and Prices
- Offers, advertisement and other announcements regarding the goods offered by ALFASEAL GROUP Sp. Z o.o. are only of information nature. Patterns and samples displayed by ALFASEAL GROUP Sp. Z o.o. are only demonstrative and exhibition materials.
- The prices given in the price lists sent to contractors shall be binding until a written notification by ALFASEAL GROUP Sp. Z o.o. o of their change is made. The prices given in the pricelists shall not include VAT tax.
§ 3. Conclusion and Validity of Agreements
- Every placement of order is equal to the conclusion of a sale agreement and a consent to comply with these GTCS if the Seller confirms this order in the manner agreed by the Parties according to the regulations below.
- An order should be placed in writing and specify the exact name, address and NIP [tax ID no.] of the Buyer, assortment, amount of ordered goods, suggested place of the goods delivery, date of receipt from the Seller and bear a company stamp and should be signed off by a person entitled to place orders on behalf of the Buyer. Orders can be also placed via electronic mail or fax. An order is effectively placed if the Seller confirms it in whole or in part.
- The Seller may accept (confirm) the order in whole or in part. In the order confirmation, the Seller specifies the amount and type of the goods being the subject of sales, the price, date and manner of payment for the goods. The delivery date and payment date are deemed reserved in favour of the Seller.
- The Buyer is obliged to receive the goods in the agreed term.
- The Buyer cannot unilaterally resign from the placed order.
- Any sums of money paid by the Buyer towards the order form an advance payment, however with the effect that in case of resignation by the Buyer from the order, regardless of the reason, the Seller is entitled to retain the advance payment. In case of the need to return the advance payment to the Buyer, it shall be returned after deduction of all costs and expenses incurred by the Seller with respect to the order.
- The price specified in the price list, offer or order confirmation is increased by the goods and services tax (VAT) in the sum compliant with the applicable regulations.
- Should the sub-suppliers increase the prices of goods to the Seller, the Buyer agrees to a corresponding increase of the price defined in the agreement, price list, offer or order confirmation.
- If the price is defined in PLN and the exchange rate changes between the date of the agreement conclusion and the date of the agreement performance, the Seller is entitled to change the price accordingly to the change of the exchange rate of the foreign currency defined according to its average rate announced by the National Bank of Poland.
§ 4. Terms of Payment
- The date of a monetary benefit performance (date of payment) is the date of clearing the funds on the Seller’s bank account.
- In case of the Buyer’s delay in the payment for any invoice or goods, the Seller shall have the following rights, at his own discretion:
a. The Seller may demand the payment of interest on the principles defined in the Act on terms of payment in commercial transactions or other binding regulations;
b. The Seller has the right to credit each payment made by the Buyer for any invoice in the first instance towards the interest for delay and then the receivables due for the longest period. This provision shall repeal the debtor’s rights as to crediting the payment (resulting from Art. 451§1 of the Civil Code);
c. The Seller has the right to seek, apart from the main receivables and interest for delay, also the reimbursement of court, enforcement and legal representation costs and seek the reimbursement of costs connected with debt collection and also the receivables insurance costs;
d. The Seller may demand the Buyer to return the goods for which the Buyer has failed to pay. The Seller may also claim compensation if the goods have already been used up or damaged, and especially if the value of the goods collected from the Buyer’s warehouse is lower than the sum of payment which should be made by the Buyer for the goods received;
e. The Seller may demand to release the next batch of goods;
f. The Seller has the right to make all Buyer’s receivables for the Seller immediately due and demand to pay all existing receivables on a single basis, regardless of those specified in the invoice or terms of payment agreed otherwise;
g. The Seller has the right to cancel all given discounts and rebates for future orders;
h. The Seller has the right to demand the payment for the next batches of the goods (or the next order) only in the form of advance payment or in cash.
- The Parties hereby exclude the possibility to make any off-sets by the Buyer from any payment due to the Seller. This does not exclude the possibility of one-sided off-set by the Seller of his own receivables with the receivables of the Buyer.
- The Parties also hereby exclude the possibility to make any assignment of any Buyer’s receivables against the Seller unless the Seller gives his consent thereto in writing.
- The Seller is entitled to the ownership of the goods purchased by the Buyer until the full payment is made for the said goods and the receivables connected with the goods such as the costs of transport, insurance, or packaging (reservation of the right of ownership of a sold thing). Until the time of payment of the price for the thing purchased from the Seller and covering other costs resulting from the agreement, the Buyer cannot perform any other activities resulting in the sale or charge of the purchased things with respect to which the reservation of ownership remains in force.
- Payment to the hands of the Seller’s representative may be made only on the basis of a written power-of-attorney granted by the Seller to accept the payment by this representative.
- Discount for a payment made in cash need to be agreed separately. In case of such agreement, the discount is calculated on the net price after deduction of a rebate and other discounts as well as the costs of transport, insurance and packaging incurred by the Seller. A condition necessary to grant the discount is that the Buyer has no outstanding payments as regards previous amounts due.
- Submitting a bill of exchange or a cheque by the Buyer shall not constitute a payment unless it was agreed otherwise by the Parties in writing.
- In case if payment difficulties arise at the Buyer, and in particular in case of a delay in payment, the Seller is entitled to suspend the performance of the agreement and depend its further performance on making the payment of the price before delivery, or demand the establishment of an additional security which guarantees the satisfaction of existing payment receivables of the Buyer to the Seller. Furthermore, any existing receivables as to which the Seller gave his consent to the Buyer for a delay in their payment become due.
- In case of outstanding payments, a failure to pay the interest for late payments or exceeding the credit limits by the Buyer, the performance of further orders shall be suspended until relevant payments are made.
- The Buyer shall unconditionally and irrevocably waive his retain right resulting from previous or other current contractual relations.
- Making a complaint shall not entitle the Buyer to withhold the payment for the goods or a part thereof.
§ 5. Terms of Delivery
- The place of the Seller’s benefit performance is the place of the goods unloading. This shall not regard the cases if the goods are not transported by the means of transportation provided by the Seller – then the place of the benefit performance is the place where the goods are loaded. These rules shall also apply to the moment of the benefit performance.
- Should it be agreed that the transport is performed by the Seller, the Seller is obliged to deliver the goods to the agreed place without unloading them and provided that the access road is fitted to heavy transport.
- At the moment of releasing the thing by the Seller, the advantages and charges associated with the thing as well as the threat of accidental loss or damage to it shall pass to the Buyer.
- The agreed terms of delivery shall be binding for the Seller only if the Seller confirms the term of delivery in writing.
- The Buyer is obliged to unload the goods immediately and professionally not later than within 2 hours after the goods are on the spot. The Buyer shall incur the costs of unloading. If the Buyer fails to make the unloading in the prescribed time of 2 hours, he shall also incur the costs of the vehicle demurrage together with the driver.
- The Buyer shall have the right to specify another additional place of unloading the vehicle with the goods. If the delivery of the goods to the additional place of unloading causes the extension of the transport road or a significant increase of transport costs, then the additional costs of transport created due to that shall be incurred by the Buyer.
- In each case the Buyer is obliged to pay the costs associated with waiting for the goods unloading and any other costs and shall be liable to the Seller for any damage resulting from such delay.
- The insurance of the purchased goods against the risk of its damage in transport or loss shall charge the Buyer if he arranges the transport on his own.
- Data regarding the freight are not of a binding nature. The prices are given on the basis of the costs of freight and consignment to be in force as of the offer preparation day. Later changes shall be accordingly credited to the benefit or burden of the Buyer’s expenses.
- The Buyer shall additionally incur the costs of the goods packagings for the time of transport, charges for packagings and pallets used for the transport of the purchased goods as well as costs created by the need of securing the transport or protection of materials.
- The costs and losses arising out of an unjustified refusal of the goods acceptance, including also the additional transport costs and risks, shall charge the Buyer.
- The goods may be returned only in case of confirming the terms and conditions of the goods acceptance by the Seller.
- Should the Buyer change the place or term of delivery after the order confirmation, the Buyer shall incur all the costs resulting therefrom.
- The Buyer is obliged to carefully examine the completeness of the consignment directly at the receipt and find possible shortages of and damage to the goods happened during the transport.
- The Seller hereby authorises the Buyer and the Buyer undertakes to meet all and every formalities connected with the complaint procedure associated with the transport of goods. The Buyer is also obliged to demand the carrier to make a note on the waybill on the damage or demand to draw up a damage report at the receipt under the pain of loosing compensation claims.
- Sudden external events unpredictable on the day of the agreement conclusion (force majeure) shall exempt the Seller from the obligation of keeping the assumed terms of the performance of the sales agreement for the period of their duration.
- Force Majeure is understood also as disputes among the employers and employees, including among the employees of the Seller and the Seller, strikes, disturbances in the operation of the supplier’s workplace not attributable to the Seller, disturbances in communication, or acts of state authorities hindering the performance of the concluded Agreement.
- General terms and conditions of transport described in the pricelists.
§ 6. Packaging
- The Seller shall make his best endeavours for the goods that are to be delivered to the Buyer were properly packaged.
- The Seller shall not bear the liability for damage arisen out from the properties of the material which is usually used to pack the goods of the given type.
- In case if the goods should be delivered, the Seller shall use disposable and reusable pallets which are not returnable.
§ 7. Warranty, guarantee and complaint procedure
- The Buyer represents he is not a consumer within the meaning of Art. 22 of the Civil Code.
- Under these GTCS, the provisions of the Civil Code on warranty for the defects of the goods shall not apply to the concluded agreement but the Seller may, at his own discretion, consider the Buyer’s complaint if he finds it justified and if the following conditions are met:
a. the complaint is lodged immediately and in writing;
b. if the complaint regards the quantity of the goods resulting from faulty packaging, the complaint should be lodged not later than on the day following the unloading day, and if it regards the damage occurred in transport – it should be lodged on the day of unloading, but it is necessary to make an annotation on the waybill on improper condition of the goods at the moment of unloading and confirm it by the carrier’s representative;
c. if the complaint regards the quality of the goods, it should be lodged within a week of the defect disclosure;
d. if the complaint is found justified, it is admissible to replace the goods into new goods, free from defects, or make a discount. Considering the complaint in the manner described above shall exclude the possibility to demand further compensations;
e. until the final consideration of the complaint, the Buyer is obliged to store the goods subject to complaint with due diligence so as the goods would not be damaged or shortages as well as loss of properties of these goods would not appear;
f. the Seller shall not bear liability for improper storage of the goods and damages occurred during unloading because of the Buyer’s or a third party’s fault;
g. the condition of the complaint consideration is having a photo documentation by the Buyer proving the type and extent of the defect being the ground for the complaint and providing the Seller with the documentation.
h. Returns are accepted within 30 days of the date of the sale document issue. Returns are at the cost of the Buyer.
Complaint form – download: WORD
§ 8. Final provisions
- Any deliveries made by the Seller to the Buyer to the address given on the order or in another correspondence addressed by the Buyer to the Seller shall be effective and in case if the letter is not received, the date of effective delivery is the date when the letter was not successfully delivered or the expiry date of the second advice note.
- In all matters not settled herein, the provisions of the Civil Code shall apply.
- In case of invalidity of any stipulations hereof as a result of introduction of different statutory regulations, other stipulations shall remain in full force and effect.
- The Seller and the Buyer shall strive for amicable settlement of any disputes resulting in connection with the performance of agreements included in these terms and conditions. In case if no agreement is reached within a month of reporting the dispute to the other party, the court competent to settle the dispute is the court competent for the Seller’s registered office.