GENERAL TERMS OF SALE OF PPHU AKWIB s.c.
I. General Provisions
These general terms of sale (GTS) are applicable to all sale agreements for goods made by PPHU AKWIB s.c., as the seller.
The terms used in the following part of these GTS shall have the following meanings:
- 1. Seller - PPHU AKWIB s.c.;
- 2. Buyer - the entity that is the other party to a sales agreement (the counterparty to PPHU AKWIB s.c.);
- 3. Parties - the Seller and the Buyer;
- 4. Goods - goods and products traded or manufactured by PPHU AKWIB s.c.;
- 5. Producer - the producer of goods sold by PPHU AKWIB s.c.;
- 6. Offer - a written representation from the Seller made to the Buyer, without a prior order from the Buyer, containing in particular information on the offered goods, price and terms of delivery;
- 7. Order - a written order from the Buyer for good offered by PPHU AKWIB s.c.;
- 8. Recipient - the entity to whom goods purchased by the Buyer are delivered. The Buyer is not always the Recipient of the goods.
- 9. Business Days - in GTS indicates the term “business days” should be understood as days counted from Monday to Friday taking account of the applicable regulations on the days that are statutorily free of work.
In special cases, the parties may conclude a written - in order to become valid - annexe - e.g. special terms, provisions different from those included in the General Terms.
Concluding a separate sale agreement excludes the application of these General Terms only in the scope regulated in it differently.
II. Product Information
The object sold by PPHU AKWIB s.c. are steel sections cold formed from cold rolled steel, hot rolled steel, and galvanized steel.
The sections are made in standard lengths. At a client’s request, the sections can be cut into sizes and be provided in non-standard lengths. The method of packing and marking the sections complies with the Technical Conditions of PPHU AKWIB s.c. A different method of packaging and marking the sections for a client may be agreed with the Seller.
Any information regarding the Products, including regarding their weights, sizes, quality, as well as the technical data and all other information included in the advertising materials of the Seller should be regarded as purely informational. Such information will be binding for the Seller only in the case and scope in which they constitute a part of an agreement made between the Seller and the Buyer.
III. Concluding the Agreement
The basis for entering in a sale agreement, also if a written offer was made by the Seller, is a written purchase order from the Buyer signed in the original copy by persons authorised to represent the Buyer and confirming the order by the Seller signed in the original copy by persons authorised to represent the Seller. Absence of a written order and confirmation of such order in the method indicated shall mean no sale agreement has been concluded. A sale agreement is made once the representations of the other party are served.
Any options of silent (implied) agreement provided for in the law shall be excluded.
For validity of concluding a sale agreement or amending it, any representations exchanged between the parties in this respect should be served to the other party in writing via fax or e-mail. This provision applies in particular to offers, orders, and order confirmations.
If an order fails to specify that a material meets a standard or does not include the demanded quality of the material, it will be delivered as regular goods, without responsibility for special quality requirements.
The Seller reserves the right to effect changes to order specifications without notifying the Buyer, unless the changes expose the buyer to any inconvenience.
In the case of the Buyer’s cancelling of the delivery, after placing an order and approving it by the Seller, the Buyer shall pay a compensation that covers any costs and lost profits, and refund any costs met by the Seller in relation to the placed order and cancelling it.
IV. Price and Terms of Payment
The price and term of payment for goods sold shall be specified each time in the order confirmation.
The Buyer shall commit to pay the price in the term specified in the Seller’s order confirmation or, if such term is not indicated, in the VAT invoice issued by the Seller. The payment shall be deemed once the funds are credited in the Seller’s bank account.
If the Seller is late with the payment of the entire or partial price for the goods issued, he will pay to the Seller a statutory late interest and further deliveries or orders already placed shall be suspended until the payment is received. Any complaints from the Buyer shall not authorise suspending payments.
The prices quoted by the Seller are net prices and shall be increased by a VAT tax according to the applicable rates. The Seller reserves the right to change the terms of payment at any time, if he is advised of a deteriorating financial standing of the Buyer, which may prove an impediment in making the payment by the Buyer.
The Seller represents that the delivery of orders with deferred term of payment takes place by way of setting an individual merchant’s credit (debt limit) by the Seller to the Buyer, indicating a maximum level of the Buyer’s indebtness. The merchant’s credit is granted to the Buyer prior to the first sale based on the provided registration documents of the Buyer and based on the collateral established by the Buyer.
In terms of the quantities, the goods are sold according to the units specified in the agreement (linear metres, kilograms)
If following entering in the agreement there are circumstances that justify increasing the price of the goods, in particular increased custom duties, introducing additional customs fees, introducing other legal public fees, the Seller shall have the right for suitable, unilateral increase of the price of the goods, with indication of the reason for the increase. The increase may not be higher than the actual increase of the price elements.
Transactions with new clients are effected with cash payment / prepayment to the account.
V. Goods Delivery
An order shall be deemed completely fulfilled when the product is delivered with +/- 10% tolerance of the order quantity.
The deadline and place of delivery shall be specified each time in the order confirmation.
Deliveries are effected at prices agreed as at the date of presenting the price offer and the Client’s approval.
If the delivery of the order is delayed, the Seller shall immediately advice the Client of that fact.
If the goods sold are originally packed in parcels which were not unpacked, the parties shall use the actual weight of the goods provided by the Producer and indicated on the label identifying a given parcel of goods. If there is no Producer’s label, the parties shall use actual weight resulting from weighing made by the Seller. If the goods are not originally packaged in parcels, and the sale concerns individual pieces removed from the parcel, the parties shall assume the theoretical weight, resulting from the conversion rate based on relevant material standards.
If the Buyer does not specify the required documents in the order, the Seller shall not be obliged to deliver them. Indicating the Recipient of the goods by the Buyer shall mean the former is authorised to collect the goods, with all consequences, as if the goods were received by the Buyer.
An order’s delivery may be suspended by the Seller in the case of:
- - the Buyer’s exceeding the level of debt to the Seller, above the maximum merchant’s credit;
- - arrears in repayment of the debt to the Seller in excess of 30 days,
- - change or withdrawing the merchant’s credit.
The Buyer shall check the goods very carefully at collection, in terms of quantities and quality. The Buyer’s or the Recipient’s signing of the goods collection documents shall be equivalent to confirming the goods and their parameters comply with the agreement.
The ordered goods should be collected within 7 business days of the date indicated in the order. If the Seller sets a different date of collection/delivery than that indicated in the order, the above term shall be counted starting on that date. The Buyer’s failure to collect the goods on the specified date shall cause a warehousing fee to be applied, at PLN 10 per tonne for each day of the delay. In such case, the Seller may withdraw from the agreement and charge the Buyer with all resulting costs.
Additionally, in the case of a delayed collection of goods, the Buyer shall accept the risk of deterioration in the state of the products, incidental destruction or involuntary loss.
The Seller is free of any liability related to issuing the goods in an untimely manner, if the reason for it is the fact that his supplier failed to effect a timely delivery.
The risk of loss or damaging the goods is transferred from the Seller to the Buyer once the goods are issued to the Buyer, and in the case the goods are released to the carrier indicated by the Buyer, at releasing the goods to the carrier, regardless of who covers the cost of transportation.
Filing any complaints related to quantity or quality with regard to visible defects must take place during collection of the goods and must refer to the transport documents related to a given delivery.
If the sale is effected between businesses, the Buyer shall lose the rights under statutory warranty if he failed to check the goods at a time and using the method applicable for goods of that type and failed to immediately notify the seller of the weight, and if the defect was detected later - if he failed to notify the Seller immediately after detecting it but not later than 30 days of the date of delivery of the individual order batch.
Reporting inconsistencies in terms of quantity and quality at collection shall require drawing up an inconsistencies report and entering a note in the transport document signed by the carrier.
A situation in which the quantity of goods actually delivered differs from the quantity indicated in the transport document by not more than +/-1% shall not provide grounds for a complaint.
When reporting inconsistencies in terms of quality, the Buyer must indicated the inconsistency of the delivered goods with the order or the standard for the material.
The date of reporting the complaint shall be each time the date of the first notification from the Buyer on the defect of the goods, made in writing via post, fax, or e-mail. A complaint should include the following pieces of information: product type, batch number, quantity, reason for the complaint, the number of the goods out document.
Complaints made correctly shall be handled within 14 business days starting on the date of reporting. The Seller reserves a possible extension of the deadline for handling the complaint if the complaint is dependent on the decision of a research unit.
The Buyer shall separate and provide the goods subject to the complaint as delivered to the Seller for inspection, at each request. The Buyer shall secure the goods against adverse weather conditions. If a defect is detected that was hidden during the technological process, the Buyer shall immediately discontinue further processing of the goods. If the goods are processed after reporting the inconsistencies, the Seller’s liability for the defects of the goods shall expire.
If a technical expertise done by an independent expert is required to confirm the defect, it shall be commissioned by the Buyer. The Seller shall take a position regarding the defective goods after obtaining a relevant expertise from the Buyer, who shall commission it to an independent expert, agreed between the Parties.
The cost of the expertise, as well as any other costs related to handling the complaint, in particular the cost of business travel of the representatives of the Seller and Buyer, cost of separating, selecting, and researching the goods subject to the complaint shall be covered by the Parties according to the following rules:
- - if the complaint is found to be justified, any costs related to the complaint shall be charged to the Seller,
- - if the complaint is declined as unjustified, any costs related to the complaint shall be covered by the Buyer.
Starting complaint proceedings shall not release the Buyer of the obligation of making a timely payment for the goods issued.
VII. Force Majeure
The Parties shall not be liable for partial or complete failure to fulfil the contract caused by force majeure (circumstances of extraordinary character, strike action, disasters, war, terrorist attack, etc.). If force majeure occurs, the performance of the agreement shall be suspended for the duration of the mentioned circumstances.
VIII. Jurisdiction, Governing Law
Agreements made in line with these GTS shall be governed exclusively by the regulations of the Polish law.
Any disputes between the parties resulting from these Terms and the agreement between the Buyer and the Seller shall be handled in line with the Polish law, by courts in Poland with local jurisdiction for the Seller’s office.
IX. Final Provisions
If the individual provisions of these GTS are invalid of ineffective, it shall not impact the validity and effectiveness of the remaining provisions. In such case, the Parties shall adopt provisions that reflect the previous provisions in an effective way.
Any changes to these GTS shall be made in writing in order to be valid. Any changes of the GTS shall be notified by the Seller to the Buyer prior to concluding an agreement.
These GTS are published and available for the Seller’s counterparties at the website www.akwib.pl under the RULES tab. Any changes to these GTS shall be notified by the Seller to the Buyer by publishing the changes at the website www.akwib.pl under the RULES tab.