GENERAL CONDITIONS OF SALE
specified in agreements concluded by Zakład Elektryczno-Metalowy Jan Borodziuk with its registered office in Trzebiatów
These General Conditions of Sale (hereinafter referred to as the GCS) determine the rules for concluding agreements for the sale of goods produced or sold by Zakład Elektryczno-Metalowy “BOEM ” - Jan Borodziuk with its registered office in: 72-320 Trzebiatów, Mirosławice 14, registered in the Central Registration and Information on Business of the Republic of Poland under Tax Identification Number (NIP): 857-100-11-84.
These GCS constitute an integral part of any sale agreements concluded by Zakład Elektryczno-Metalowy “BOEM” - Jan Borodziuk, including agreements concluded in the form of a written order, offered to an entity, which makes a purchase. The GCS are available in writing to the Buyer prior to the conclusion of the agreement at the registered office of Zakład Elektryczno-Metalowy “BOEM” - Jan Borodziuk, and on the Seller’s website: www.boem.com.pl
These GCS are the contractual regulation binding the Parties in terms of the rules of sale of goods and the exercise of rights and obligations by all Parties to sale agreements or similar agreements (e.g. delivery agreements, specific task agreements, agreements on provision of services). The Parties exclude the application of any other standard agreements (general terms of agreement, conditions of sale, forms of the agreement, regulations, etc.) used or agreed by the Buyer.
The provisions contained in these GCS may only be amended in writing, under pain of nullity of different provisions. The conclusion of a separate sale agreement precludes the application of these GCS only to the extent regulated differently by the agreement.
Different arrangements between the Parties agreed and confirmed in writing shall prevail over the provisions of these GCS.
Terms used in these General Conditions of Sale shall mean as follows:
Seller - Zakład Elektryczno-Metalowy “BOEM” - Jan Borodziuk, Tax Identification Number (NIP): 8571001184, Business Registry Number (REGON): 810053558;
Buyer - a legal person, an organisational unit without legal personality or a natural person conducting business activity;
Payment date - the date on which payment for the goods becomes due;
Goods - steel products, movable property, services, goods to be sold pursuant to a sale agreement or similar agreements (e.g. delivery agreements, specific task agreements, agreements for the provision of services) between the Seller and the Buyer;
Order - an offer to purchase products made by the Buyer in writing and delivered in person, by mail, courier, fax or e-mail, containing at least: the name of the product ordered, quantity, any other relevant data, technical features and specifications of the ordered product, the Buyer’s details necessary to issue a VAT invoice and data about the Buyer’s company, contact telephone and address details, method, date and place of receipt of ordered products;
Confirmation - the Seller’s written statement of the acceptance of the order made to the Buyer upon its receipt stating at least: the unit price of goods, the total value of goods ordered, completion date, place and conditions of delivery/receipt and payment terms.
1. The information published on the Seller’s website, in catalogues, brochures, flyers, advertisements and other publications does not constitute an offer within the meaning of the Civil Code, even if they bear the price or other characteristics that are relevant to the determination of the subject matter of the agreement and the conditions of its sale ( essentialia negotiiof the agreement). All publications relating to the products offered by the Seller are for information purposes only.
2. The Buyer’s order should contain the following information:
· The exact name of the Buyer, together with the designation of the legal form of its activity and an indication of its exact address (consistent with the entry in the relevant register or records);
· NIP Number or its equivalent;
· Indication of the offer number (if applicable);
· Specification of the indicated goods by trade name or alphanumeric symbol from the Seller’s catalogues, brochures, flyers, advertisements and other publications;
· The amount of the goods ordered;
· Date, place of delivery (address) and terms of delivery/receipt of the goods.
3. The prerequisite for the effective conclusion of the sale agreement is placing an order by the Buyer and a written confirmation of the order by the Seller (in the form of an e-mail, fax or letter). Written confirmation of the order means that the Seller has received the order and accepted it for execution. Placing an order by the Buyer does not bind the Seller and failure to respond does not mean the silent acceptance of the order, regardless of the length of the period of non-response to the order.
4. Upon the Buyer’s request, the Seller shall confirm in writing the acceptance of the order within the period agreed with the Buyer.
5. The Seller may suspend the execution of the accepted order in case of doubts as to the veracity of data contained in the documents referred to in § 3 paragraph 2 of the GCS. The Seller shall notify the Buyer in writing of the suspension of the execution of the order, stating the reason and, according to the circumstances, calling the Buyer to provide explanations as to the Buyer, the subject matter of the order or other circumstances relevant to the Seller’s interest and the ability to execute the subject matter of the order.
6. Cancellation of the order by the Buyer is permitted only in exceptional cases upon written determination of the conditions of cancellation of the order with the Seller. The Seller reserves the right to charge the Buyer with actual costs that arose on its side until cancellation, not exceeding the value of the order - to which the Buyer agrees unconditionally.
7. In case of any change in the Seller’s offer or introduction of any reservations by the Buyer to the order, the agreement shall be concluded only upon written confirmation by the Seller of the acceptance of the order with changes or reservations.
8. If the impossibility to execute the order by the Seller occurred as a result of force majeure, the Buyer is not entitled to any claim for damages resulting from non-performance or untimely performance of the agreement, including both on account of the actual tangible damage ( lucrum cessans) and the loss of profits ( damnum emergens). The events of force majeure include, among others, fire, flood, other violent events resulting from natural disasters, strikes, blockades of roads and railways, embargoes, suspension of the transfer of foreign exchange and energy constraints.
9. Any agreements, assurances, promises and guarantees made verbally by the Seller’s employees, and having no support in the text of these GCS, in the content of the order or its written confirmation issued by the Seller, or in individually determined specific terms of the agreement are not binding, and the Buyer shall not derive any claims or factual or legal consequences therefrom.
1. Unless otherwise agreed by the Parties, the price of goods is the price resulting from the written order confirmation issued by the Seller.
2. Prices quoted by the Seller are always net prices to which value-added tax shall be added at the rate applicable on the date of the invoice. Unless otherwise agreed, EXW shipping rules apply (INCOTERMS 2010).
3. If the price is given in other currency than PLN, it is assumed that the price was established in PLN converting it into Polish złoty based on the average selling rate of the currency of the National Bank of Poland as of the date of actual release of the goods, or as of the date on which the time limit for the release of the goods agreed by the Parties elapses.
4. In the event that upon the conclusion of the agreement there occur unforeseen circumstances justifying the increase in the price of the goods ordered, in particular the increase in duty, the introduction of additional customs duties, other public law charges, the Seller has the right to unilaterally increase the price of goods to the extent that takes into account the actual increase in the level of its price-determining factors.
5. The Seller is entitled to the right referred to in paragraph 4 also in the case of:
a) increase of production costs or purchase of the goods in relation to the prices from the conclusion of the agreement,
b) failure by the Seller to issue the confirmation of the order to the Buyer.
6. The Seller makes a reservation that at the sale of the goods acc. to the so-called theoretical weight conversion at which the weight of the goods is determined by the volume, the weight of the goods is determined based on the theoretical weight specified in the relevant standards.
1. The Buyer is obliged to pay liabilities for the sale of the goods by the date indicated in the invoice.
2. The payment date shall be deemed to be the date of crediting the payment to the Seller’s bank account stated on the invoice or the date of payment in cash.
3. In the case of the Buyer’s failure to make the payment within the prescribed period, the Seller is entitled to charge statutory interest for late payment (or contractual interest in the amount of the so-called maximum interest resulting from Art. 359 § 21 of the Civil Code, whichever interest rate is higher) as well as to demand prepayment for the goods from the subsequent orders already accepted for execution.
4. Failure to pay the liabilities within the period specified on the invoice entitles the Seller to discontinue further deliveries of the goods and suspend the execution of already accepted orders. The Seller may make the execution of a new order placed by the Buyer who is in arrears with payments or who untimely pays invoices, dependant on the payment by the Buyer of the advance towards a new order in the amount determined by the Seller.
5. Unless the Parties agree otherwise, the payment for the ordered product is made without any deductions and offsetting of mutual claims. The Buyer shall not be entitled to deduct from the sale price of the goods any mutual amounts due, with the exception of amounts specified by a valid court decision.
6. Lodging a complaint does not relieve the Buyer from the obligation to pay the entire sale price for the goods within the deadline agreed. This also applies if the subject matter of the Buyer’s complaint and claims is the reduction of the price of the goods or withdrawal from the agreement and return of the goods.
7. The Seller is not obliged to check if the technical documentation (concepts, models, drawings, templates or patterns) submitted with the order violates laws protecting the intellectual property of third parties. The Buyer shall be liable towards authorised third parties whose intellectual property is violated or threatened.
1. The Seller is not liable for any loss, damage or cost (direct or indirect) arising from the Buyer’s claims for any errors in delivery or its delay caused by the logistics operator.
2. Delivery deadlines resulting from agreements between the Parties are subject to change in case of events for which the Seller is not liable.
3. If the Buyer extends the agreed delivery deadline, or in the case of failure to accept the goods, the Seller has the right to charge the Buyer with the costs of transport and storage in the amount of 0.1% of gross sale price for each day of storage.
4. If the delay in receipt of the goods exceeds 2 weeks, or if the Buyer refuses to accept the goods, the Seller may apply the rules of conduct specified in § 3 paragraph 5 of the GCS. Furthermore, in such case, the Seller shall also be entitled to submit a written declaration of intent to withdraw from the sale agreement, with the effect of cancellation on the day of submitting such a statement ( ex nunc), without setting an additional deadline. The Seller shall then be entitled to claim from the Buyer the payment of the total sale price of the goods, which on the day of such declaration has been produced, and the claim for the payment of contractual penalty for the withdrawal from the agreement, in the amount of 20% (twenty percent) of the price of the subject matter of the order, to which the withdrawal from the agreement applies. The deadline for payment of these liabilities is 14 days from the date of the Seller’s letter - a request for payment of these liabilities sent to the Buyer. If the Seller’s damage exceeds the stipulated contractual penalties, the Seller may claim additional compensation according to general rules.
5. In case of deterioration of the Buyer’s financial situation, the Seller shall have the rights described in paragraph 4 above, unless the Buyer shall establish in its favour additional security of payment accepted by the Seller. The assessment of the Buyer’s financial position and acceptance (or not) of additional securities is the exclusive responsibility of the Seller.
6. The Buyer is obliged to check the conformity of the goods delivered with the order immediately upon receipt of the goods. The Buyer is obliged to check, in particular: the condition of the delivery, the quality, and quantities of the goods delivered, and immediately (i.e. not later than within 7 working days) report any reservations in this regard to the carrier and the Seller by drawing up a non-compliance protocol. The Seller reserves the right to inspect the damage reported at the place of delivery. The Seller shall inform the Buyer in writing about the date and place of the inspection.
7. In case of a complaint, until the Seller’s inspection of the goods referred to in paragraph 5, or until ineffective expiry date of the inspection designated by the Seller, as well as until the receipt from the Seller of a written notice of resignation of the inspection, the Buyer must not in any way dispose of the goods, in particular, sell them in favour of further persons and entities, process, destroy or in any way cause damage to or change its physical characteristics and properties. Any such Buyer’s action shall be considered as resistance to any Seller’s actions, and shall entitle the Seller to refuse to accept the complaint - to which the Buyer agrees.
8. Loss of or damage to the goods released to the Buyer or delivered by the Seller to the place of destination does not relieve the Buyer from the obligation to pay the whole sale price of the goods.
9. Approvals, certificates, declarations of conformity and properties, and other documents confirming the quality of the goods shall be delivered (with the goods, by mail and/or e-mail) only if such a requirement is stated and specified by the Buyer in the order or agreement.
1. The Seller reserves the right of ownership of the goods sold within the meaning of Art. 589-592 of the Civil Code, which has such effect that the Seller is the owner of the goods until full payment of the amount due for the goods received and other amounts due under sale agreements, regardless of the place of storage or installation in other items.
2. The risk of loss of or damage to the goods passes from the Seller to the Buyer upon loading of the goods in the Seller’s warehouse to the vehicle of the Buyer or the carrier providing the transport service to the Buyer.
3. If the Seller provides the transport service to the Buyer, the risk of loss of or damage to the goods passes from the Seller to the Buyer upon delivery of the goods to the place of destination.
4. Upon initiation of the bankruptcy, arrangement or any other proceedings in relation to the Buyer, the aim of which is to restructure the Buyer’s company and its commitments, it is obliged to mark the goods in a manner indicating the existence of the ownership title reservation to the Seller. In the case of seizure of the goods belonging to the Seller in the course of enforcement proceedings related to the Buyer’s property, it shall immediately notify the Seller of this fact and cooperate in the execution of its rights with respect to the entity making the seizure within the framework of all means available. Upon the Seller’s request, the Buyer shall promptly provide any information about where the goods under the ownership title reservation are stored.
1. The Seller shall grant warranty on its products. The warranty period is 24 months from the date of sale.
2. The Seller’s liability for any damage caused by a defective product is limited by the decision of the insurer of the Seller as regards the scope of acceptance of the damage. The Buyer shall not be entitled to any claim against the Seller exceeding the scope of liability of the Seller’s insurer, determined as a result of the damage liquidation proceedings or any court or arbitration proceedings.
1. By accepting these GCT the Buyer agrees to the processing of its personal data by the Seller and entities acting on its behalf in Poland and abroad, to the extent justified by the execution of agreements for the sale of goods offered by the Seller, and for marketing purposes related to business activity conducted by the Seller. The Buyer is entitled to all the rights resulting from the Act of 29.08.1997 on the Protection of Personal Data (Journal of Laws of 2014, item 1182, as amended), in particular it has the right to access its own data.
2. In accordance with the provisions of the Act of 18.07.2002 on the Provision of Electronic Services (Journal of Laws of 2013, item 1422, as amended) the Buyer agrees to the transfer by the Seller (or any other entity acting on behalf of the Seller), electronically to a specified by the Buyer e-mail address, messages and information of a commercial nature, under the terms of the provisions of the above Act.
The Buyer shall not, without the Seller’s consent, forward to any third party knowledge and information obtained as a result of trade contacts with the Seller, in matters covered by the Seller’s trade secret.
1. The substantive law applicable to the GCS and all agreements concluded between the Seller and the Buyer is the Polish law.
2. The text of the agreement and the GCS in Polish are the original version. In the event of discrepancy between the versions, the Polish language version shall prevail.
3. In matters not covered herein, the provisions of the Civil Code shall apply.
4. Any invalidity or ineffectiveness of individual provisions of the GCS or the agreement of the Parties does not affect the validity of the remaining provisions of the GCS.
5. In case that the Buyer is an entity with its registered office or place of residence in other country than Poland, relevant common courts of law of the Republic of Poland shall have the jurisdiction.
6. The Parties shall attempt to amicably resolve any disputes arising in connection with the execution of agreements covered by these conditions. If no amicable resolution of a given dispute is reached, it shall be referred to the court having the jurisdiction over the registered office of the Company.