GENERAL TERMS OF SALE

Used by PW METKOM Sp. z o. o. SP.K. with its registered office in Warszowice, ul. Gajowa 17 in situations where other directly applicable provisions of the contract do not repeal these regulations.

The term SELLER used in the pattern refers to the PW METKOM, and the BUYER means the party to the sale or delivery contract executed by the SELLER.

The term CONTRACT refers to a contract of sale, delivery or other mixed contract provided by the SELLER to the BUYER. These General Terms and Conditions set out the standard conditions under which the SELLER delivers the PRODUCTS to the BUYER and apply to all price offers and sales, unless otherwise agreed in writing. In this case, the application of the General Conditions of Sale is excluded only to the extent otherwise and expressly regulated by the parties. The SELLER is not bound by any conditions of sale or reservations of the BUYER contrary to these conditions, even if the SELLER has not expressly objected to such conditions or reservations. The BUYER may not assign its rights and obligations under these General Terms and Conditions. The illegality, invalidity or unenforceability of any
provisions contained in these General Terms and Conditions shall not affect the legality, validity and enforceability of the remaining provisions of these General Terms and Conditions.

The SELLER’s sales offers are always made in writing and attached to the BUYER by fax, e-mail, post or in person.

In order to conclude a sales contract, the BUYER submits a written order bearing the company seal, date and signature of the ordering person. The BUYER’s order is not binding on the SELLER until a written confirmation is provided to the BUYER.

Any agreements, assurances, promises, guarantees and changes to the sales contract made orally by the SELLER’s employees in connection with the conclusion of the sales contract or submission of the offer are not binding until they are confirmed in writing.

Offers submitted by the SELLER for goods and services are valid for a period of 30 days from the date of receipt of the offer by the BUYER, unless otherwise agreed. The offer ceases to be valid if the BUYER does not unconditionally accept the offer by submitting a written order within 30 days, or the SELLER withdraws the content of the offer.

The prices included in the SELLER’s price lists or in the content of the offer, on the day of concluding the Contract, shall apply, unless otherwise agreed in writing.

Prices are based on actual material, storage and transport costs. In the event of an increase of more than five percent (5%) in the aforementioned price factors between the conclusion of the Contract
and the date of actual delivery, the SELLER reserves the right to adjust prices to directly reflect such changes.

If, after the conclusion of the contract, unforeseen circumstances occur that justify an increase in the price of the ordered goods, in particular an increase in customs duties, the introduction of additional customs duties, other public law burdens, the SELLER has the right to unilaterally increase the price of the goods to the extent that takes into account the actual increase in the level of its price factors .

The BUYER is obliged to pay the full invoice value within
30 days from the invoice date, unless otherwise agreed in writing. The SELLER has the right to charge interest for late payment

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

The SELLER has the right to withdraw from the CONTRACT with immediate effect by giving the BUYER written notice
if the BUYER materially breaches its obligations under the CONTRACT or any other agreement with the SELLER. Under these General Conditions, the BUYER commits a material breach, inter alia, in situations where:

(i) fails to meet its obligations on the dates when they fall due for payment both in relation to the SELLER and other entities;
(ii) composition or bankruptcy proceedings have been initiated against the BUYER;
(iii) all or part of the BUYER’s assets are subject to receivership

The SELLER is released from its obligations under the CONTRACT upon submitting a declaration of withdrawal from the contract, with the exception of liability under the guarantee for the PRODUCTS delivered and fully paid before the date of termination of the CONTRACT.

The SELLER may not be charged by the BUYER with any penalties that have not been included in the order and have not been confirmed in the Order Confirmation.

The BUYER is not entitled to set off, offset or deduct the amounts it claims from the SELLER from the amount it is obliged to pay to the SELLER under the CONTRACT or any other agreement with the SELLER.

The SELLER is further entitled to suspend the delivery of the PRODUCTS if the BUYER defaults on payment, without prejudice to the SELLER’s other rights under the CONTRACT or any other agreement with the BUYER. The SELLER is not obliged to resume deliveries until the BUYER has made the payment of all overdue amounts, together with any costs and interest due.
The BUYER is obliged to pay all costs incurred by the SELLER due to the BUYER’s failure to take delivery or
(i) on the date specified in the SELLER’s invoice or confirmation, or
(ii) when the PRODUCTS are ready for collection, if the SELLER has notified the BUYER in writing of such readiness and the BUYER has not taken delivery within 7 days, but in no case later than the date specified in point (i) above, unless otherwise agreed in writing.

If the parties determine that the PRODUCTS are transported at the SELLER’s risk, the BUYER is obliged to carefully inspect the PRODUCTS upon delivery. The BUYER is obliged to notify the SELLER within 24 hours of delivery of the loss, damage or shortage of the PRODUCTS. In the event that the BUYER does not receive the PRODUCTS within the agreed delivery date, he must notify the SELLER within 48 hours of the agreed delivery date. The SELLER accepts no liability and the BUYER waives any right to compensation under this provision if the BUYER’s information is not sufficient to enable the SELLER to make a valid claim against the carrier of the PRODUCTS for loss, damage or shortage of the PRODUCTS.

the SELLER is released from the obligation to deliver the PRODUCTS
at the original delivery date and may postpone the delivery date if events beyond the SELLER’s control (force majeure) prevent him from performing the CONTRACT. The SELLER may withdraw from the CONTRACT if such events prevent the SELLER from performing the CONTRACT.

If the BUYER is delayed in collecting the goods for more than one week, counting from the date of delivery/receipt specified in the order confirmation, the SELLER has the right to charge the BUYER a contractual penalty in the amount of 0.2% of the net value of the delayed goods for each day of delay.

If the BUYER delays collecting the goods for more than 30 days from the date of delivery of the goods specified in the order confirmation, the SELLER has the right to charge a one-time contractual penalty of 25% of the gross value of the goods not collected on time.

If the damage exceeds the value of the reserved contractual penalty, the SELLER has the right to claim supplementary compensation.

The SELLER has the right to withdraw from the sales contract within three months from the date of its conclusion without incurring penalties if the reasons for withdrawing from the sales contract are independent of the SELLER and relate to its supplier or cooperating party.

The SELLER may refuse, reduce or suspend the delivery of the PRODUCTS in order to rationally allocate its inventory between the BUYER and its other recipients if events beyond its reasonable control prevent it from delivering all the PRODUCTS and fully fulfilling orders placed by other recipients. In such a case, the BUYER has the right to withdraw from the order/orders that have not been completed.

The SELLER’s responsibility 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, the BUYER’s representative or a person authorized by the BUYER to accept the delivery, or
2) in the agreed delivery date if the BUYER does not accept the delivery

The PRODUCTS remain the property of the SELLER until the SELLER receives full payment for all PRODUCTS, whether or not the PRODUCTS are delivered to the BUYER. If the BUYER sells the PRODUCTS to a third party before the SELLER receives full payment, the proceeds of the sale will first be used to pay any amounts due to the SELLER. The SELLER or his representative has the right to collect or resell the PRODUCTS and to enter the premises of the BUYER
for this purpose, without affecting his other rights, if the BUYER has not paid the full purchase price or if bankruptcy proceedings are initiated against the BUYER.

The SELLER guarantees that the PRODUCTS are of good quality in terms of materials and workmanship and correspond to the published information about the product valid on the date of purchase. The provisions of this par. 8 provides the exclusive warranty terms for the PRODUCTS and supersedes all other warranties for the PRODUCTS, whether express or implied. The SELLER shall have no other liability under this CONTRACT (whether express or implied), tortious or otherwise, for the quality of the PRODUCTS, their workmanship, merchantability or fitness for any other purpose

The SELLER’s warranty does not cover defects or damage to the products that are the result of faulty storage. The SELLER’s warranty also does not cover damage caused by mechanical damage, welding or other high temperatures, bacterial action, contamination, electromechanical factors, damage during repair, deterioration of the surface under the applied layers or friction, with the exception of normal wear and tear. The SELLER shall only be liable under this warranty if the BUYER 1) properly maintained the product after storage, 2) transported, stored, handled and used the PRODUCTS in accordance with all information provided to the BUYER by the SELLER and international industry practice, 3) filed a written complaint which reported defect or damage to the PRODUCTS within 10 days from the date on which the BUYER first found or could have found the defect or damage, 4) enabled the SELLER to properly examine the PRODUCTS, 5) fulfilled its obligations under the CONTRACT, including timely payment of the purchase price and 6) stopped using the PRODUCTS as soon as he discovered or could have discovered their defect.

This warranty expires automatically upon expiry of the shelf life of the PRODUCTS or 12 months from the date of delivery,
whichever comes first.

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

The Parties agree that the SELLER’s liability to the BUYER shall not exceed the invoice price of the PRODUCTS.

Disputes that may arise in connection with the performance of the contract will be settled by the court with local and material jurisdiction over the seat of the SELLER.