GENERAL TERMS OF SALES
IN Centro-chem sp. z o.o. sp.k. W TURCE
VALID SINCE 24.02.2015
§ 1. General provisions
1. The subject of these General Terms of Sales (hereinafter referred to as GTS) is to define fundamental principles of implementation of agreements for delivery of goods offered by Centro-chem sp. z o.o. sp.k. w Turce.
2. For the purpose of these GTS, the following definitions shall be introduced:
The Supplier – Centro-chem sp. z o.o. sp.k. w Turce, Turka 141b, 20-258 Lublin, entered in the Register of Entrepreneurs kept by the District Court Lublin-East, having its registered office in Świdnik, VI Commercial Department of the National Court Register under KRS number: 0000007027, Tax Identification Number: 713-23-39-236, National Business Registry Number: 430932386.
The Recipient – an entrepreneur purchasing goods from Centro-chem sp. z o.o. sp.k. w Turce.
Goods – goods offered for sale in Centro-chem sp. z o.o. sp.k. w Turce.
The Parties – The Supplier and the Recipient
3. The GTS are available at www.centro-chem.pl
§ 2. Delivery and receipt
1. An order should be placed only in writing, by fax, phone, personally or by e-mail along with specification of an order, in particular quantity and type of the ordered Goods, exact place to which the goods shall be delivered, the deadline for the order completion, and the Recipient’s legally required data.
2. A failure to meet the agreed deadlines by the Supplier shall entitle the Recipient to withdraw due to delay in the delivery provided that the Supplier has appointed an additional deadline in writing under pain of termination of the agreement if this deadline is not met.
3. In the case of events, beyond the Supplier’s control, hindering or delaying the execution of the Order, the Supplier shall be obliged to notify the Recipient about this fact and present a new deadline for the delivery.
4. The events beyond the Supplier’s control that make the delivery impossible shall not entitle the Recipient to terminate the whole agreements or its parts. The events beyond the Supplier’s control are in particular: decisions of the state and local authorities preventing entire or partial execution of the agreement, production interference caused by a force majeure, general strike, disruptions due to a change of current political and economic relations, delay in transport due to communication interruptions which the Supplier could not have foreseen or prevented, shortages of raw materials and goods, exclusive due to fault of suppliers of these raw materials and goods to the Supplier.
5. The Recipient shall be responsible for providing proper and complete data of an order for the Supplier.
6. The Recipient should notify the Supplier about particular conditions of the access road to the Recipient’s warehouse, in particular the width of the road, the surface, sharp turns, hills, etc. If the Recipient fails to meet this condition, it shall be fully and strictly liable for damages towards the Supplier.
7. Unloading a vehicle must take place immediately after its arrival at the arranged place of delivery, be conducted immediately and in a manner not posing a threat to the vehicle. The person signing a delivery note on behalf of the Recipient shall be deemed to be authorised by the Recipient towards the Supplier to collect the delivery and confirm compliance the delivery with the order.
8. In the event of refusal to accept, improper or delayed acceptance of the delivery, the Recipient shall be obliged to pay the Supplier, apart from the agreed price, a contractual penalty, and the Supplier may also demand compensation from the Recipient on the terms provided in the Civil Code.
§ 3. Risk transfer
In the case of collection by own means of transport by the Recipient, risk related to deterioration in the quality of goods during transport to the place of unloading shall be transferred to the Recipient.
§ 4. Responsibility and complaint proceedings
1. Defects reported orally or by phone should be immediately confirmed in writing.
2. The persons authorised to receive complaints are only persons authorised to represent the Supplier, disclosed in the National Court Register, authorised employees or other persons authorised by the Supplier.
3. Apparent defects, in particular quantitative, choice, qualitative ones should be complained immediately upon the receipt of the goods.
4. As far as concealed defects are concerned, the Recipient shall be entitled to complain about them immediately they are observed, according to ISO norms valid at the Supplier’s.
5. The Supplier’s responsibility for defects apparent defects of goods shall cease after the Recipient (or another person on behalf of the Recipient) signs the delivery document. Product samples collected by the Recipient may be recognised as evidence of quality only when they were collected in the presence of the Supplier’s representative and were stored in a manner consistent with valid standards related to this issue.
6. The Recipient shall lose the right to claim if it failed to notify the Supplier on a defect in the manner provided above.
7. Subject to execution of the obligations specified in passage 1 – 5 by the Recipient, the Supplier shall recognize a complaint within 21 days from the date of receipt of a written notification. The deadline to examine a complaint shall be suspended for the time needed by the laboratory to issue an opinion.
8. If the complexity of a defect related to a complaint does not allow the Supplier to solve the case within the deadline defined in the previous paragraph, the Supplier shall notify the Recipient, indicating at the same time the expected date of the solution, according to ISO norms valid at the Supplier’s.
9. The Recipient filing a complaint shall be obliged to allow the Supplier, under pain of refusal to consider the complaint, to inspect and collect at least two representative samples of a batch related to the complaint within deadline and in location determined together by the Parties: one for testing in the Supplier’s laboratory and the second for a possible arbitrary test carried out by an independent accredited laboratory, selected mutually by the Parties.
10. The Supplier shall not be responsible for deterioration, destruction of goods by the Recipient if it takes places after a defect is identified, and a complaint is filed but not considered yet.
11. In the case of discrepancies in the quality assessment of the goods against which a complaint has been lodged, results of the test carried out by an independent accredited laboratory referred to in passage. 9 of this paragraph shall be binding.
12. The costs of the test referred to in passage 9 of this paragraph shall be borne by the party for which the result is unfavourable.
13. The Supplier shall refuse to consider a complaint concerning any other goods than the goods ordered directly from it.
14. The Supplier and the Recipient shall mutually exclude the Supplier responsibility for the warranty.
15. Filing a complaint shall not exempt the Recipient from the obligation to pay the agreed price.
16. The Supplier shall not be liable for defects arisen as a result of improper unloading, storage, displacement, and use of goods by the Recipient.
17. The Supplier shall have the right to withhold the execution of complaint claims towards the Recipient until all overdue financial liabilities towards the Supplier are settled by the Recipient.
§ 5. Pricing conditions, payment, trade credit
1. The binding prices are specified individually for each order on the day of placing an order and possibly decreased by the granted discount.
2. The Supplier shall reserve the right to change the prices if, between the time of placing an order and its execution, prices for which the Supplier purchases the goods ordered by the Recipient have changed. The price shall be then proportionally increased, as arranged by the Parties.
3. The Goods shall remain the property of the Supplier until the Recipient pays the entire price.
4. The payment for the supplied goods shall take place immediately upon receipt of an invoice issued by the Supplier within the term indicated therein.
5. The payment shall be deemed complete on the day when the Supplier’s bank account is credited.
6. The Recipient must not pledge the purchased goods, or appropriate them as collateral.
7. The Recipient that fails to pay the entire price or a part of it in time and its material situation indicates that further payment will also not be timely, may be refused by the Supplier to have further parts of the goods delivered, and the Supplier may also demand prior payment of past liabilities and, after an ineffective lapse of the designated time limit, terminate the agreement.
8. In the event of delay in payment, the statutory interest shall be calculated.
9. A filed complaint shall have no effect on the term and the amount of the payment.
10. The Supplier may grant the Recipient with the right to pay the due amounts for the delivery with a deferred date of payment, the so-called trade credit and determine its amount. Detailed conditions related to granting, payment, and withdrawal of the trade credit shall be determined by a separate agreement.
§ 6. Final provisions
1. Any changes or supplements of these GTS shall be null and void unless made in writing.
2. In any cases not regulated in these GTS the Polish legal regulations apply, in particular the Civil Code.
3. In the case of invalidity of some provisions of the GTS as a result of an introduction of different statutory regulations, other provisions shall not lose their validity.
4. Any disputes that may arise in connection with the cooperation of the Parties shall be resolved by a Polish court competent for the registered office of the Supplier.