These General Terms and Conditions of Sale apply to each contract for the sale of goods of Schraner Polska sp.z o.o.
1.1. Seller – Schraner Polska sp.z o.o. based in Łęczyca, KRS 254504. The term Seller refers to both sales and delivery contracts or other contracts (including unnamed ones) of a similar type.
1.2. Buyer – an entity (a natural person, a legal person or an organizational unit without legal personality, to which the law grants legal capacity) concluding with the Seller a contract of sale, delivery or other contract (including unnamed) of a similar type.
1.3. Order – a written or electronic (e-mail, fax, etc.) declaration of the Buyer expressing the will to conclude the Agreement, specifying its essential provisions.
1.4. Agreement – includes a written or electronic (e-mail, fax, etc.) Order of the Buyer accepted by the Seller in the Order confirmation.
1.5. GCS – these General Conditions of Sale.
1.6. Defect – visible to the naked eye or hidden non-compliance of the subject of the Agreement with the Agreement, both physical and legal, and a quantitative deviation of less than 5% of the order quantity will not be treated as a defect or improper performance of the Agreement.
2. Content of the contractual relationship
2.1. The GCS apply to the contractual relations between the Buyer and the Seller, including at least partially:
2.1.1. the Seller’s commitment to transfer the ownership of the goods to the Buyer and its release, which is responsible for the Buyer’s commitment to collect the goods and pay the Seller the price. The sale (transfer of ownership) does not include the Seller’s projects and know-how;
2.1.2. the Seller’s commitment to produce items marked only as to their species and to deliver them in parts or periodically, which is matched by the Buyer’s obligation to collect these items and to pay the Seller the price.
2.2. The GTCS give way to contractual provisions. Any deviations from the GCS are valid only if they are made in writing or in electronic form.
2.3. The GCS are applicable only in contacts with entrepreneurs and public or state entities.
2.4. The contract is considered concluded only after the Seller confirms the Buyer’s order in writing or electronically. A response to the order subject to changes or additions shall be binding on the Buyer, unless the Buyer has turned off the possibility of changes or additions in writing or electronically or has immediately (3 days) objected to them.
3. Payment of the price
3.1. If the Buyer is in arrears with the Seller with the payment of any amount due under any legal relationship, the Seller has the right to refrain from performing the Agreement until the Buyer offers the outstanding performance or payment of the price under the current Agreement, at the Seller’s choice.
3.2. The price for the tools used by the Seller to perform the subject of the Agreement is payable in advance and is a condition for commencing the execution work, unless the parties agree otherwise.
3.3. The Buyer may count his claims against the Seller’s claim for payment of the price only if they have been recognized by the Seller, are not disputed or if they have been awarded by a final judgment.
3.4. The buyer is not entitled to retention based on disputed claims.
3.5. The Seller is entitled to issue an invoice without the Buyer’s signature and to deliver it in electronic form.
4. Seller’s obligations
4.1. If the Parties have not specified in the Agreement who is obliged to deliver the subject of the Agreement, it is assumed that the Buyer is responsible.
4.2. The benefits and burdens related to the item and the risk of accidental loss or damage to the item shall pass to the Buyer upon handing over the item to the first carrier.
4.3. The date or date of delivery to the place of destination binds the Seller only after their written or electronic confirmation by the Seller.
4.4. The deadline for delivery of the subject of the Agreement resulting from the Agreement begins on the day following the date of confirmation of the order by the Seller, however, it is extended by the period of the Buyer’s delay in taking actions resulting from the obligation to cooperate, in particular the payment of any possibly agreed advance payment, advance payment, price or providing the Seller with the information necessary to determining the possibility of delivering the subject of the Agreement on time.
4.5. If, without the fault of the Seller, the Agreement cannot be performed on time, the deadline shall be deemed met when the Seller declares readiness to perform the Agreement. The contract performance period is extended by the period in which the Seller is entitled to refrain from performing the Contract. A delay in collecting the goods entitles the Seller to store the goods at the Buyer’s expense and risk. The storage costs are 5% of the gross value of the Order for each commenced week of storage. In the event of a delay in collection of more than 7 days, the Buyer’s rights under the warranty shall expire.
4.6. Force majeure events – also those during the Seller’s delay – authorized