Conditions of purchase
GENERAL TERMS AND CONDITIONS OF SALE
1. Definitions of terms:
1.1 Whenever this Agreement refers to:
a) Seller – shall be understood as Palunin with its registered office in Bytom, entered in the register
b) Buyer – shall be understood as an entrepreneur and any natural or legal person or organisational unit without legal personality, which has submitted to the Seller a commercial enquiry or order concerning products and services offered by the Seller.
c) Goods – shall be understood as products from the Seller’s offer.
d) Orders – shall be understood as orders placed by the Buyer for the purchase/delivery of Goods from the Seller’s offer.
2. General provisions:
2.1 These General Terms and Conditions of Sale (hereinafter referred to as GTCS) constitute general terms and conditions of agreements within the meaning of Article 384 of the Civil Code and are applicable to sale agreements, delivery agreements and other agreements concluded by the Seller with the Buyer.
2.2 The GTCS constitute an integral part of the agreements and are binding on the parties in full scope – unless the parties decide otherwise in the agreements.
2.3 All information and data on the steel grade, conversion factors, sizes and quality, which result from the catalogues, brochures and other advertising materials are approximate data and do not constitute an offer within the meaning of the Civil Code – unless it is explicitly stated in writing.
2.4 The Buyer acknowledges that the Seller also possesses goods of undefined grade. Before placing an order, the Buyer is given the opportunity to check the goods at the Seller’s registered office or at a chosen transit warehouse of the Seller.
2.5 The Buyer is obliged to know the technical parameters of the ordered goods and shall bear all liability on this account. If the Buyer has not found a defect in the goods covered by a delivery as a result of a failure to inspect the goods at the Seller’s premises (or at any other warehouse from which the goods were dispatched) or a failure to exercise due diligence in inspecting the goods, the Buyer’s rights to any claims for the quality of the goods or their conformity with the agreement shall be excluded. If the Buyer refuses to accept the goods covered by a delivery, the Buyer shall bear the costs of the delivery.
2.6 The Seller shall not be liable for the correctness of selection of the ordered goods for a particular application by the Buyer or by their further contractors.
2.7 The Buyer acknowledges that the goods are made in accordance with the technological standard of the manufacturer.
2.8 Until the payment of all amounts due for a given delivery of goods, the goods shal remain the property of the Seller (reserved goods). The Buyer shall become the owner of the goods upon full payment for these goods within the contractual deadlines. If the Purchaser fails to make payment within the specified deadline, the Seller shall have the right to request the Purchaser to return the unpaid goods and to seize them. The Seller may also demand compensation on general terms if the goods have been used up or damaged.
2.9 The Buyer may not sell the reserved goods before payment of all amounts due for a given delivery of goods.
2.10. The offered goods are weighed on the Seller’s scales. The Buyer has the opportunity to participate in weighing of the ordered goods. If the Buyer has not made any objections on this account before the delivery is performed – the Buyer’s rights to any claims related to the weight of the goods shall be excluded.
2.11. The Seller shall not be liable for the quality of the goods, their performance, their suitability for resale or for any purpose intended by the Buyer.
2.12. The Buyer assumes the risk related to further processing of the purchased goods.
3. Price:
3.1 The goods shall be sold according to the prices currently in force at the Seller on the date of the order.
3.2 In the case of changes beyond the control of the Seller in the fees and costs – affecting the price – arising in the period between the conclusion of the agreement and delivery, the Seller reserves the right to change the price in the relevant range.
3.3 The prices of the goods in the offer information do not include VAT – unless expressly stated otherwise.
4. Conditions for the performance of orders and deliveries
4.1 The basis for the release of the goods is an order placed in accordance with the conditions specified in these GTCS and order confirmation by the Seller. Lack of confirmation of the order shall be treated as a refusal to perform it. The receipt of goods must be confirmed by an authorised person.
4.2 The order should contain, among others, order number, date of its issuance, name of the Buyer, quantity and type of the ordered goods determined in accordance with the current Seller’s offer, signature of a person authorised to act on behalf of the Buyer and any other information necessary to perform the order.
4.3 Unless otherwise agreed, the Buyer shall collect the ordered goods at the Seller’s warehouse designated by the Seller.
4.4 The Parties may each time agree that the goods shall be delivered by the Seller to the place indicated by the Buyer. In such a case the Parties shall agree on the costs of delivery to be borne by the Buyer.
4.5 The Seller reserves the right to refuse to process an order if the price quoted or the information given next to the goods results from a mistake or if the order
(a) does not have all the elements required by the agreement;
b) raises doubts as to the person accepting the order;
c) has not been confirmed in a manner specified in the agreement.
The Seller shall inform the Buyer about the above in writing or by e-mail.
4.6 The date and place of delivery/collection of the goods shall be determined by the Parties each time after placing an order in writing or electronically.
4.7 The Buyer shall be obliged to confirm the delivery/collection of the goods on the document of the confirmation of delivery/collection of the goods delivered by the Seller with a legible signature of a person authorised (or indicated by the Buyer in a manner specified in the GTCS) to receive the goods and with the date of receipt of the goods entered with that person’s own handwriting.
4.8 Signatures on the aforementioned documents should not be made in black.
4.9. The performance of the order shall be deemed to be the moment of the release of the goods. The risk of damage to or loss of the goods shall be borne by the Buyer upon the receipt of the goods. If there are any objections as to the quality of the goods received, a discrepancy report with all the objections should be drawn up at the time of the receipt, with the driver or any other person collecting the goods on behalf of the Buyer. In the absence of the discrepancy report it shall be assumed that the goods have been received without objections.
4.10. By signing the document confirming the delivery/collection of the goods the Buyer confirms that the Seller has performed its obligation. By the same, the Buyer confirms the receipt of the goods free from defects and makes no objections as to their quantity and quality.
4.11. The Buyer agrees that the Seller may send the Buyer VAT invoices in electronic form by e-mail without the parties’ signatures. Such a delivery shall be effective from the moment of sending the e-mail correspondence to the Buyer’s address provided at the conclusion of the agreement of sale or in the course of the cooperation.
4.12. The Seller reserves the right to change the prices of the goods on offer, to introduce new goods to the offer, to conduct and cancel promotional campaigns or to introduce changes in them.
4.13. If the Seller fails to meet the deadline for the performance of the order and does not justify it in advance, the Buyer shall entitled to terminate the agreement. However, this can only be done in writing under pain of nullity.
5. Guarantee and statutory warranty
5.1 The Buyer acknowledges and accepts that the goods offered by the Seller are not subject to complaint and no guarantee is granted – unless the Parties shall each time determine the possible terms of the guarantee
5.2 The Parties exclude statutory warranty for physical defects of the goods.
6. Obligations of the parties
6.1 The Buyer undertakes to provide the Seller immediately after the conclusion of the agreement with a copy of its entry in the relevant Register of Business Activity or a copy of the extract from the Register of Entrepreneurs in the National Court Register and copies of certificates of the assignment of TIN and REGON numbers.
6.2 Before the performance of an order, the Buyer shall be obliged to indicate the persons authorized to place orders, notify drivers and receive goods on behalf of the Buyer. If such persons have not been indicated, the parties agree that persons who signed the documents or collected the goods on behalf of the Buyer during the performance of the order were persons authorised by the Buyer to perform such activities. The risk of such situations shall be borne by the Buyer.
6.3 The Buyer will be obliged to immediately inform the Buyer of any change in the above persons. Lack of such information shall be charged to the Buyer, which shall take full responsibility for the consequences of lack of proper information.
6.4 Persons authorised to collect the ordered goods shall each time be indicated by the Buyer in writing or electronically.
6.5 The Parties undertake to inform each other immediately of any changes of e-mail addresses. In the case of a lack of information, the correspondence sent to the previous address shall be deemed properly delivered.
6.6 The Parties undertake to keep confidential any and all information obtained in connection with the performance of this Agreement, and in particular its terms and conditions.
6.7 While performing the provisions of the agreement the parties shall take care to maintain the good name of both the Buyer and the Seller.
7. Payment terms
7.1 The payments shall be made by a bank transfer into the account of the Seller indicated in the VAT invoice, within 14 days from the date of the invoice – unless the parties agree otherwise. VAT shall be added to the price at a current rate based on the applicable legislation.
7.2 The Buyer undertakes to have VAT invoices signed by persons authorised to act on its behalf. The lack of the Buyer’s signature on the VAT invoice shall be construed as the Buyer’s acceptance of the invoice content and the sale without any objections.
7.3 The Buyer can only deduct the amounts due to the Seller by virtue of the sale from the amounts due to the Buyer form the Seller with a prior written consent of the Seller.
8. Final provisions
8.1 Any amendments to these GTCS for individual orders must be made in writing with signatures of both parties to the transaction, and they shall otherwise be null and void.
8.2 Matters not covered by these GTCS shall be governed by the provisions of Polish law, in particular the Civil Code, and any disputes arising from these GTCS and in connection with the performance of the orders shall be submitted by the parties to the court competent for the seat of the Seller.