General Terms and Conditions of Sale

 

I. General provisions

1.These General Terms and Conditions of Sale define the rules of concluding and performing sales agreements concerning goods offered by the company Acrostal Sp. z o.o. in Poznań, hereinafter referred to as Seller.

 

2. These General Terms and Conditions of Sale, hereinafter referred to also as GTCS, constitute integral part of all sales agreements concluded with Seller and they define mutual relations between Seller and Buyer. Deviations from these General Terms and Conditions of Sale must be agreed upon in writing in order to be effective.

 

3. The General Terms and Conditions of Sale are available for Buyer’s information and approval at Seller’s website: www.akrostal.pl in a form which makes it possible to download and display them by Buyer. If Buyer maintains constant commercial relations with Seller a one-off acceptance of the General Terms and Conditions of Sale is regarded as their acceptance for all subsequent orders and sales agreements between the Parties, until the GTCS contents are changed or cancelled.

 

 

II. Conclusion of an agreement

1. A sales agreement is concluded the moment Buyer places an order which is effectively delivered to Seller. Orders can be placed by e-mail, fax, or in another written form, as well as by any other form of remote communication (e.g. by phone) or directly at Seller’s representative. Lack of Seller’s reply means the acceptance of Buyer’s order. However, Seller reserves the right to modify the conditions of order fulfilment after its acceptance - in this case a sales agreement is concluded after modification of the order is received from Buyer.

2. Seller provides only trade certificates for the ordered products. Buyer’s request to provide other certificates than the trade certificate on an order form does not effect in invalidation or suspension in execution of a contract and it is not grounds to consider Buyer’s complaint or claim to Seller to provide such a document.

3. Trade certificate – certificate issued on a basis of producer’s certificate and in full conformity with it. Trade certificate does not contain data of the producer, which is a trade secret of a seller. Additionally, Akrostal sp. z o.o. can confirm on writing certificate’s conformity with the original certificate issued by the producer.

4. If one of the following occurs within the period from order placement to its fulfilment:

a. an increase in raw material prices by over 5%

b. an increase in the USD/PLN or EUR/PLN exchange rate by over 5%,

 

the offer is considered to have been accepted with the reservation that the Seller is entitled to raise the price of the goods ordered.

 

 

 

III. Complaint submission, liability for defects

1. Buyer is responsible for ensuring that technical data, quality and the amount of material defined in their order correspond to their needs. Buyer is obliged to examine the goods delivered by the Seller in terms of quality and quantity immediately after receiving them.

 

2. Submission of any quantity-related complaints must be made in writing, immediately after receiving the goods, however, no later than 3 business days after the collection of the goods, and by all means before the goods are processed, to keep Seller's liability for quantity-related non-compliance.

3. Submission of any quality-related complaints must be made in writing, immediately after receiving the goods, however, no later than 14 business days after the collection of the goods, and by all means before the goods are processed, to keep Seller's liability for quality-related non-compliance.

 

4. Should any defects of the goods be revealed only after the goods are processed by Buyer, Seller's statutory warranty liability is limited to the value of the defective goods, only if the complaint is accepted by Seller's supplier. Such defects should be submitted to Seller in writing, immediately after they are revealed, however, no later than 90 days after the delivery of the goods to Buyer, to keep Seller's liability for quality-related defects.

 

5. If a complaint turns out to be unjustified, Seller is entitled to charge transport and loading costs and the costs of the inspection of the allegedly defective goods to Seller.

 

6. If a complaint is considered to be justified, the Seller may, at its own discretion, either replace the goods or remove the defect as soon as possible, however, no later than within 30 days, or return to Buyer the amount equivalent to the value of the defective goods. In no event shall Seller be held liable for the costs of processing the goods incurred by Buyer. If only some goods are defective from among those delivered and if it is possible to separate them from defect-free goods, Buyer’s rights provided for in points 2, 3 and 4 are limited to defective goods only.

7. In all cases, Buyer can return the goods after sending the Seller a prior notification of this fact and after receiving a written confirmation/acceptance from Seller. The returned goods shall be accepted on condition that no damage other than the reported defects are found and that the goods have not been processed by Buyer, except for situations defined in point 4.

 

IV. Delivery, delivery date and cost

1. Goods purchased by Buyer are delivered only on the basis of Buyer's order. The date Buyer is informed by Seller about accepting the offer or Buyer’s silent acceptance (if Buyer and Seller maintain constant commercial relations) is considered the beginning of the delivery time limits. The order fulfilment date is always established by the Parties of the sale agreement.

 

2. The accuracy of deliveries up to 1 ton is +/- 1 kg. The accuracy of deliveries from 1 ton to 5 tons is +/- 5 kg.

3. Buyer is obliged to collect the goods on the date which has been agreed upon or after receiving notification from the Seller that the goods can be collected. If the Seller has delayed collecting the goods for a period longer than 2 days, Seller is entitled to charge Buyer for storage costs or to withdraw from the agreement and sell the goods to another client. The costs of storing uncollected goods amount to the equivalent of € 20 in PLN for each day of storage, calculated according to the average exchange rate of the National Bank of Poland for each ton of the goods stored; however, the minimum fee for one day of storing the goods amounts to the equivalent of € 20, regardless of the weight.

 

4. If Buyer decides to use Seller’s means of transport for the delivery, the delivery costs and the costs of all additional services are borne by Buyer, unless the Parties agree otherwise.

 

5. The risk of goods delivery is transferred onto Buyer the moment the goods are handed over to a person that has been authorized to collect the goods by Buyer, including the forwarder or carrier.

6. Seller’s delay in the delivery of goods up to 14 days is not regarded as failure to comply with the agreed delivery date. Seller shall not be held liable for delays in deliveries if they are caused by circumstances beyond Seller’s control, e.g. untimely deliveries by Seller’s suppliers, force majeure events, unforeseeable disruptions in Seller’s operations, etc.

 

7. Buyer’s withdrawal from collecting the goods ordered, after the order has been accepted by Seller is only possible after receiving Seller’s written consent to it. If Buyer withdraws from an order partially or fully with Seller's consent, Buyer may be obliged to cover the costs borne by Seller in connection with the fulfilment of this order.

 

8. If Buyer delays in paying for goods delivered, Seller may suspend the fulfilment of subsequent orders until the payment has been made.

V. Payment conditions

 

1. The selling price becomes due and payable after the lapse of the date specified in the relevant VAT invoice issued by the Seller.

 

2. Buyer becomes the owner of the goods the moment they have been fully paid for (sold item property reservation – Art. 589 of the Civil Code), unless the Parties agree otherwise on this issue. Other arrangements must be made in writing in order to be effective.

 

3. The day on which Seller’s bank account specified in the VAT invoice is credited is regarded as the date of payment.

 

 

VI. Final provisions

1. The Parties declare that they shall strive to resolve all disputes resulting from the performance of agreements encompassed by these General Terms and Conditions of Sale in an amicable manner. If a dispute cannot be resolved amicably, all disputes resulting from these regulations directly or indirectly shall be resolved by common courts having jurisdiction over Seller's registered office.

 

2. To all matters not settled herein appropriate regulations of the Civil Code and the Act of 12 June 2003 on payment deadlines in commercial transactions (Dziennik Ustaw 2003, No. 139, item 1323) shall apply.