General Sales Terms and Conditions
I. Applicability Scope
The general Sales Terms and Conditions, hereinafter referred to as [GSTC] are applicable for transactions performed between Parties involving the sales of goods (within the scope of a Seller’s commercial activity) performed by the P.P.H.U. FOL-PLAST-KRAUS Andrzej Kraus company, with its official seat in Kalisz, henceforth in these GSTC referred to as [the Seller], to any entity, which makes a purchase for purposes related to its business activity (i.e. not acting as a consumer, pursuant to art.384 § 3 of the civil code) – further in these GSTC referred to as [Buyer].
- Unless otherwise stipulated by the Seller, a sales proposal made to the Buyer by the Seller shall remain valid for 30 days since being sent by the Seller. No such proposal (excluding proposals containing the word “offer” in their name) shall constitute a binding sales offer of the Seller, within the meaning of the civil code, but rather a proposal for an order placement by a potential Buyer. The price proposed by the Seller shall exclude costs of goods’ certification, attestations, tests and packaging that may be potentially required by the Buyer, which shall be added to the price of the goods , unless otherwise agreed to by the Parties.
- An order sent to the Seller by the Buyer must include the Buyer’s details, detailed information on the product being ordered as may be required for its identification (e.g. referencing the Seller’s proposal, if such was made prior to the order placement) as well as details of the Buyer’s requested order delivery terms and conditions.
- Placement of an order shall not be binding for the Seller, however, if the Seller does not provide its response, it shall not be deemed that the order has been accepted silently. If the Seller accepts the order on specific conditions, the Buyer shall be bound by such conditions, if the Buyer fails to promptly present its remarks, and if any. prompt presentation of such remarks shall be understood as a new order placement, whereas provisions of the preceding sentences shall apply accordingly.
- A fact of an order acceptance shall not be binding for the Seller in a situation, in which due to reasons beyond the Seller’s control, and in particular due to acts of force majeure or acts of the Buyer or third Parties (including the Seller’s suppliers), the delivery and sales of such goods is rendered impossible or prohibitively difficult.
- Acceptance of an order shall not be binding for the Seller also in such a case, when the combined liabilities of the Buyer towards the Seller exceed the amount of a trade credit that the Seller may have granted to the Buyer or if the Buyer delays with payment of any amounts due to the Seller.
- If the Buyer is ordering custom goods (i.e. goods not currently available at the Seller’s premises for sale or packaged goods, e.g. goods being cut into different sections than in the case of factory-cut goods), the Seller may request the Buyer to make an advance payment in the amount of up to 30% of the ordered goods’ value, incl. VAT, unless otherwise agreed by the Parties. The advance payment shall be settled on goods’ acceptance (or on acceptance of its last batch) by recognizing it on account of the Buyer’s liabilities, and in case whereas of the Buyer’s failure to accept the goods, it shall be kept by the Seller on account of a contractual penalty.
III. Deliveries and Consequences of Defaults
- If goods are delivered through an independent Carrier, the liability for goods passes onto the Buyer at the time of goods’ handing over to the Buyer by the Carrier. If the Buyer picks goods from the Seller’s warehouse with its own means of transport, the Buyer shall assume liability for these goods at the time when such goods are issued from the Seller’s warehouse to a driver of the Buyer’s means of transport.
- If arrangements made between the Parties (as acknowledged by an order or by a separate Agreement) do not include specific information regarding the goods’ quality and packaging, it will be expected that such goods with quality corresponding to requirements be appropriate for the relevant goods’ class and type to be delivered and that they should be either packaged or without packaging – according to regulations in force and standards applicable at the Seller’s company or at its suppliers’ companies.
- The costs of packaging other than stated above in the text of item V.2., which is requested by the Buyer, shall be charged to the Buyer on the Seller’s prime costs basis. The Buyer may be also charged with costs of requested protection or insurance of goods for the time of transport.
- The Buyer is obliged to inspect, in particular, the condition of the shipment (cargo) as well as the quality, quantity and the range of delivered goods, on delivery (on issue) whilst making a relevant entry in the consignment note, in the Packing List or in any other proof of goods issue and shall immediately report to the carrier (pursuant to relevant shipping regulations) and to the Seller, in writing, its reservations thereto, if there are any, and shall allow a Seller’s representative to immediately inspect the goods in their intact state. If the Buyer accepts the goods without an inspection or if the Buyer fails to state its reservations immediately after the goods are inspected, this shall constitute the acknowledgement that the goods have been delivered correctly, in correct quantities and that they have the required features and properties.
- If due to the type of packaging or due to other reasons, the immediate inspection of the delivered goods can not be reasonably performed, the inspection of the goods receipt shall be limited to the verification of at least the consignment note, quantity and condition of the packaging, details of goods marking on the packaging and visible external damages. As soon as is reasonably possible, however, and at the latest on the goods’ unpacking and before goods are used, a detailed and complete inspection of the goods shall be performed.
- Under the pain of losing its rights to claim from the Seller of any damages for goods’ faults or for incompatibility of the delivery with the order or its acknowledgement – the Buyer shall be required to meet all formal requirements stipulated in the preceding paragraphs above and in particular the Buyer shall report immediately to the Seller of any irregularities found when discovered and in any case not later than by the time, by which discovery of such faults was possible, pursuant to the provisions above.
- The Seller shall not be liable for any defaults of any terms resulting from (...)
IV. Warranty and Claims
1. Liability Scope
- Any liability of the Seller resulting from conclusion of the Agreement or from the sales of goods, regardless of the liability type, shall not include the repair of damages related to expected interests, lost profits, loss of production, goodwill, etc.
- Any liability of the Seller resulting from conclusion of the Agreement or from sales of goods, regardless of the liability type, may not exceed 30% (thirty percent) of net price of such goods, affected by circumstances constituting the grounds of the Seller’s liability.
- The Seller shall only be liable for goods’ specific properties or for the delivered goods’ suitability for the Buyer’s required purposes, if a written assurance was provided to the Buyer that the goods have specific properties or that they are suitable for such specific purposes.
- Apart from the liability for goods’ faults, described above, the Buyer shall not be entitled to compensation for any damages caused by such goods (including hazardous products) or related to goods’ possession or use – except for the obligatory liability resulting directly from mandatory rules of law.
- If a third Party brings any claims against the Buyer any that may be related to goods sold to the Buyer by the Seller or to products, for the production of which goods sold to the Buyer by the Seller were used, the Buyer shall notify the Seller thereupon, thus allowing them to participate in proceedings related to claims of such Party, under the pain of excluding the Seller’s liability for such claims.
2. Dispute Settlement and Governing Law
- Common Courts of competent subject matter jurisdiction or of local jurisdiction shall be the proper courts for settling any disputes between the Parties, which may be related to the relationships based on sales’ Agreements or on other Agreements concluded by the Parties, which these General Sales’ Terms and Conditions may be applicable to.
- Sales’ Agreements pursuant to which the Seller makes sales to the Buyer of any goods, shall be subject to these General Sales’ Terms and Conditions (provided that the Buyer has been notified upon them in any form and at any time or that the Buyer could have easily familiarized themselves with them and if the Parties have not excluded in writing the applicability of all or of some of these conditions) as well as – within the scope not regulated by provisions of these GSTC – appropriate provisions of the Civil Code and other mandatory regulations of law.
- Without limitation to these General Sales’ Terms and Conditions, the Agreement between the Parties may be accordingly modified, if mandatory regulations of law are implemented, implicating additional obligations of the Parties. In particular, the Seller may invoke any changes to the regulations and circumstances, which changes can imply a change of business costs or public law liabilities, thus modifying the conditions of an offer already submitted by the Seller or an Agreement already concluded by the Parties, which has not been yet executed.
3. Other Provisions
- Unless otherwise agreed by the Parties in writing, it shall be deemed that the Seller’s obligation excludes any other performance, except for handing over to the Buyer the goods constituting the subject of the Agreement between the Parties and assignment onto the Buyer of the ownership of these goods, after the sales’ price is received from the Buyer (in particular, the Seller’s obligation shall not include technical support with respect to the goods’ use).
- Save for cases otherwise regulated in the text of this Agreement, the following circumstances may constitute, without any consequences for the Parties, a basis for withdrawal from the Agreement, provided they are taking place following the Agreement conclusion and seriously hinder its execution: a labour-related dispute and any other circumstance beyond a Party’s reasonable control (e.g. an event of force majeure), such as, in particular, fires, wars, mobilization or unpredicted military drafts, other events with similar scope or significance, searches, seizures, currency restrictions, equipment or machine failure, IT systems’ failures, sabotages, strikes, uprisings and unrests, shortage of means of transport, general shortage of goods, discontinuation of a part of production or of fixed assets or working assets, limitations applicable to fuels or faults or delays or delinquencies on behalf of carriers, manufacturers, or sub-suppliers of goods constituting the subject of sales or other third Parties. The Party shall not be liable for any results of actions of the other Party or third Parties, which that Party is not responsible for. If the Agreement can not be executed within the due time, either of the Parties may withdraw from the Agreement in this part, which performance is rendered difficult due to reasons specified above. The Party shall not be liable for any results of actions of the otherr Party or third Parties, which that Partyis not responsible for. If the Agreement can not be executed within the due time, either of Parties may withdraw from the Agreement in this part, which performance is rendered difficult due to reasons specified above.