Comprehensive pipeline systems
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General conditions of cooperation

Applied by PW METKOM with headquarters in Żory, ul. Boczna 8, unless other directly applicable provisions of the contract waive these regulations.

The term SELLER used in the template relates to PW METKOM, while the term BUYER indicates a party to the contract of sale or delivery implemented by the SELLER.

The term CONTRACT refers to the contract of sale or delivery, or other contract of a mixed nature provided by the SELLER to the BUYER. These General Conditions indicate the standard terms on which the SELLER delivers the PRODUCTS to the BUYER, and they relate to all price and sales offers, unless otherwise agreed in writing. In such a case, the application of the General Conditions of Sale is excluded only in the scope differently and clearly regulated by the parties.
No sales conditions or reservations of the BUYER contrary to these terms shall apply to the SELLER, even if the SELLER did not express clear opposition to such conditions or reservations. The BUYER may not assign his rights and obligations under these General Conditions. Non-compliance with the law, nullity or unenforceability of any provision of these General Conditions do not affect the legality, validity, and enforceability of the remaining provisions of these General Conditions.

Offers of the SELLER are always drawn up in writing and served to the BUYER by fax, e-mail, mail or in person.

In order to conclude the sales contract, the BUYER shall submit a written order bearing the company stamp, date, and signature of the person ordering. The order of the BUYER does not bind the SELLER until a written confirmation has been transferred to the BUYER.

Any agreements, assurances, promises, guarantees and changes in the sales contract made orally by employees of the SELLER in connection with the sales contract or making an offer are not binding until they have been confirmed in writing.

The offers of goods and services made by the SELLER are valid for 30 days from the date of receipt of the offer by the BUYER, unless agreed otherwise. The offer shall cease to apply if the BUYER fails to accept the offer unconditionally by submitting a written order within 30 days, or if the SELLER cancels the content of the agreement.

The prices quoted in price lists of the SELLER or included in the offer on the date of the Contract are applicable, unless otherwise agreed in writing.

The prices are based on the current costs of materials, storage and transport. In the case of an increase of more than five percent (5%) in the above-mentioned price factors within the period between the conclusion of the Contract and the date of actual delivery, the SELLER reserves the right to adjust prices, and that adjustment will directly reflect such changes.

If after the conclusion of the contract there will occur any unforeseen circumstances justifying an increase in the price of the ordered goods, in particular an increase in customs duty, introduction of additional customs duties or other public charges, the SELLER shall have the right to unilaterally increase the price of goods to the extent corresponding to the actual increase in the level of price-determining factors.

The BUYER is obliged to pay the full invoice value within 30 days of the invoice date, unless otherwise agreed in writing. The SELLER shall be entitled to charge interest on any overdue payment

The BUYER is obliged to compensate the SELLER for any costs incurred by the SELLER in connection with recovery of overdue receivables.

The SELLER is entitled to terminate the CONTRACT with immediate effect by submitting a written notification to the BUYER, if the BUYER significantly violates his obligations arising from the CONTRACT or any other contract concluded with the SELLER. On the basis of these General Conditions, the BUYER commits a material breach, inter alia, in the following situations:

(i) the BUYER fails to comply with his obligations regarding the time limits of payment to both the SELLER and other entities;
(ii) composition or bankruptcy proceedings have been initiated against the BUYER;
(iii) the whole property of the BUYER or its part is under the receivership

From the time of the declaration of withdrawal from the contract, the SELLER is released from his obligations under the CONTRACT, with the exception of guarantee for the PRODUCTS supplied and fully paid before the date of termination of the CONTRACT.

The BUYER is not entitled to compensate or deduct the amounts demanded by him from the amount that he is obliged to pay the SELLER under the CONTRACT or any other contract concluded with the SELLER.

The SELLER is also entitled to suspend the delivery of PRODUCTS in the case of a delay of the BUYER in payment, which does not affect the other rights of the SELLER under the CONTRACT or any other contract concluded with the BUYER. The SELLER is not obliged to resume deliveries until the BUYER has paid all overdue receivables, as well as any charges and interest due.
The BUYER is obliged to pay all costs incurred by the SELLER due to the failure to collect the delivery by the BUYER or
(i) on the date specified on the invoice or confirmation of the SELLER, or
(ii) when the products are ready for delivery, if the SELLER notified the BUYER in writing of such readiness, and the BUYER does not receive the delivery within 7 days, but in any event not later than the date specified in point (I) above, unless otherwise agreed in writing.

If it is determined by the parties that the PRODUCTS are transported at the risk of the SELLER, the BUYER is obliged to thoroughly check the PRODUCTS at the moment of their delivery. The BUYER is obliged to notify the SELLER within 24 hours from the delivery of any loss, damage or quantitative shortage of the PRODUCTS. If the BUYER does not receive the PRODUCTS within the agreed time of delivery, he is obliged to notify the SELLER within 48 hours from the agreed date of delivery. The SELLER shall not be liable and the BUYER waives any rights to obtain compensation under this provision, if the information of the BUYER is not sufficient to allow the SELLER to bring a justified claim towards the carrier of the PRODUCTS due to their loss, damage or quantitative shortages.

The SELLER shall be released from an obligation to deliver the PRODUCTS on the original delivery date and may postpone the date of delivery, if there occur any events that are beyond the control of the SELLER (force majeure), which prevent him from performing the CONTRACT. The SELLER may withdraw from the CONTRACT if such events make it impossible for him to perform the CONTRACT.

If the BUYER fails to receive the goods for longer than one week, counting from the date of delivery of the goods/reception specified in the order confirmation, the SELLER is entitled to charge the BUYER with a contractual penalty of 0.2% of the net value of the goods received with delay for each day of delay.

If the BUYER fails to receive the goods for longer than 30 days from the date of delivery of the goods specified in the order confirmation, the SELLER is entitled to charge a one-time penalty of 25% of the gross value of goods not received within the time limits.

If a damage exceeds the value of a reserved contractual penalty, the SELLER shall have the right to claim additional compensation.

The SELLER is entitled to withdraw from the sales contract within three months from the date of its conclusion without incurring any penalties, if the reasons for the withdrawal from the sales contract are independent of the SELLER and relate to his supplier or subcontractor.

The SELLER may refuse, reduce or suspend the delivery of the PRODUCTS to rationally allocate his stocks between the BUYER and his other customers, if any events beyond his due control prevent him from delivering all products and completing the implementation of orders placed by other customers. In such a case, the BUYER is entitled to withdraw from the order/orders which has/have not been completed.

The liability of the SELLER for the PRODUCTS passes from the SELLER to the BUYER on the earlier of the following two dates:
1) on the date of delivery of the PRODUCTS to the BUYER, representative of the BUYER or the person authorized by the BUYER to take the delivery or
2) on the agreed date of delivery, if the BUYER does not receive the delivery

The PRODUCTS remain the property of the SELLER until the receipt of the full payment for all products, regardless of whether the PRODUCTS are delivered to the BUYER. In the case in which the BUYER sells the PRODUCTS to a third party prior to the receipt of the full payment by the SELLER, revenues from the sale shall be used in the first place for payment of any amounts due to the SELLER. The SELLER or his representative are entitled to recover or resell the PRODUCTS, as well as to enter the premises of the BUYER for this purpose, and it shall have no effect on his other rights, if the BUYER has not paid the full purchase price or if insolvency proceedings have been brought against the BUYER.

The SELLER guarantees that the PRODUCTS are of good quality in terms of materials and workmanship and meet the published information about the product applicable on the date of purchase. The provisions of paragraph 8 shall provide for the exclusive guarantee on the PRODUCTS and supersede all other guarantees on the PRODUCTS, both express and implied. The SELLER assumes no other liability under this CONTRACT (express or implied), for a damage caused by a tort or otherwise, for product quality, product workmanship, readiness for sale or suitability for any purpose.

The SELLER'S guarantee does not cover any defects or damages of the products being the result of improper storage. Moreover, the SELLER'S guarantee does not cover any damages caused by mechanical damage, welding or high temperatures, bacteria, pollution, electromechanical factors, damages during repair, deterioration of the surface under applied layers or friction, with the exception of normal wear and tear. The SELLER shall assume the liability under this guarantee only in the cases in which the BUYER 1) duly maintained the product after storage, 2) transported, stored, reload and used the PRODUCTS in accordance with all information provided to the BUYER by the SELLER, as well as the international industry customs, 3) submitted a written complaint, documenting the reported defect or damage of the PRODUCTS within 10 days from the date on which the BUYER noticed or could notice a defect or damage for the first time, 4) enabled the SELLER to duly examine the PRODUCTS, 5) fulfilled his obligations under the CONTRACT, including making the timely payment of the purchase price and 6) stopped using the PRODUCTS as soon as he detected or could detect their defectiveness.

This warranty shall expire automatically at the expiry of the storage period of the PRODUCTS or the expiry of 12 months from the date of delivery, depending on which event shall occur earlier.

The SELLER shall not be liable for any loss of profits or revenue, loss of time or loss of use of the PRODUCTS, machinery or equipment. In no event shall the SELLER be liable for any loss or special or indirect damage.

The parties agree that the liability of the SELLER towards the BUYER shall not exceed the invoice price of the PRODUCTS.

 

Any disputes which may arise in connection with the performance of the contract shall be settled by the court locally and materially competent for the SELLER.