These General Terms and Conditions of Sale shall apply to every sales contract concerning any goods of Schraner Polska sp. z o.o.
1.1. Seller – Schraner Polska sp. z o.o. with the registered office in Łęczyca (number in National Court Register: 254504. The term “Seller" shall refer to any sales or delivery contracts or any other contracts (including innominate ones) of similar type.
1.2. Buyer – an entity (a natural person, legal person or organisational unit not having the status of a legal person who pursuant to the act is granted legal capacity) concluding a sales or delivery contract or any other contract (including innominate one) of similar type with the Seller.
1.3. Order – a written or electronic (e-mail, fax, etc.) statement of the Buyer declaring the will to conclude a Contract and setting forth its material provisions.
1.4. Contract – includes a written or electronic (e-mail, fax, etc.) Order of the Buyer accepted by the Seller in the Order confirmation.
1.5. GTCS – these General Terms and Conditions of Sale.
1.6. Defect – clearly visible or latent, both physical and legal, inconformity of the subject of the Contract to the Contract, but quantitative deviation of less than 5% of the order size will not be consider as a Defect or improper performance of the Contract.
2. Terms of Contractual Relationship
2.1. The GTCS shall apply to contractual relationships between the Buyer and the Seller consisting at least partially in:
2.1.1. undertaking by the Seller to transfer to the Buyer the ownership of goods and to release them which corresponds to undertaking of the Buyer to collect the goods and pay the price to the Seller; the sale (transfer of the ownership) does not include the projects and know-how of the Seller;
2.1.2. undertaking by the Seller to manufacture the goods of individual grade only (fungible goods) and to deliver them in parts or periodically which corresponds to the undertaking of the Buyer to collect the goods and pay the price to the Seller.
2.2. Any contractual provisions shall prevail over the GTCS. Any departures from the GTCS shall be valid provided they are executed in writing or in an electronic form.
2.3. The GTCS shall apply only to contacts with entrepreneurs as well as public or state entities.
2.4. The Contract shall be considered concluded only following confirmation of the Buyer's Order by the Seller in writing or in an electronic form. A reply to the Order subject to modifications or supplementations shall be binding upon the Buyer unless the Buyer has excluded the possibility of modifications or supplementations in writing or in an electronic form or has immediately (3 days) objected to them.
3. Payment of Price
3.1. In the case when the Buyer is in arrears towards the Seller with the payment of any receivables resulting from any legal relationship the Seller shall be entitled to refrain from the execution of the Contract till the Buyer offers the outstanding provision or the payment of the price regarding the current Contract, at the option of the Seller.
3.2. The price for tools which will be used by the Seller to perform the subject of the Contract shall be paid in advance and the payment of this price by the Buyer is a condition to commence the execution works, unless the parties decide otherwise.
3.3. The Buyer may set off his claim against the Seller's claim for payment of the price only if such a claim has been accepted by the Seller, are not disputed or have been awarded with a judgement in force.
3.4. The Buyer shall not be entitled to right of retention on the basis of any disputed claims.
3.5. The Seller is entitled to issue an invoice without the signature of the Buyer and to deliver it in an electronic form.
4. Obligations of Seller
4.1. If in the Contract the Parties have not specified who is responsible for delivering the subject of the Contract, it is considered that this obligation rests with the Buyer.
4.2. Upon release the subject of the Contract by the Seller to a first carrier the benefits and burdens related to the goods as well as risk of accidental loss or damage to the goods shall be transferred to the Buyer.
4.3. Both the time and date of delivery to the place of destination shall be binding on the Seller only following their confirmation in writing or in an electronic form by the Seller.
4.4. The date of delivery of the Contract subject resulting from the Contract shall run from a day following the day of the Order confirmation by the Seller; however, it shall be extended by any period of delay of the Buyer in taking any actions resulting from the cooperation obligation, in particular in paying any possibly agreed advance or down payment or providing the Seller with any information necessary to determine the possibility of delivering the Contract subject on time.
4.5. If through no fault of the Seller the Contract cannot be executed on time, the deadline shall be considered met upon the moment of declaring by the Seller of being ready to execute the Contract. The deadline for the execution of the Contract shall be extended by any periods in which the Seller is entitled to refrain from the execution of the Contract. Delay in the receipt of goods entitles the Seller to store the goods at the expense and risk of the Buyer. The storage costs are 5% of the gross value of the Order for each started storage week. In the event of a delay in collection exceeding 7 days, the rights of the Buyer resulting from the implied warranty for defects expire
4.6. Any occurrence of force majeure – including also those during the time of delay of the Seller – shall entitle the Seller to extend the deadline for the execution of the Contract (including delay in delivery) by the duration of the impediment to the execution of the Contract (or delivery).
4.7. Should the execution of the Contract (or delivery) be impossible or unprofitable as a result of force majeure, the Seller shall be entitled to withdraw from the Contact in part or in total within a period of 30 days from the occurrence of force majeure unless the impediment has ceased within that period and the Buyer is still interested in the execution of the Contract. In such a case any claims for damages shall be excluded unless the Seller bears the blame for the resultant damage.
4.8. Force majeure shall include also strike, legal lockout, ban on entries and departures, lack of raw materials and power, fire, significant stoppages in the operation of factory or transport as well as any other circumstances not attributable to the Seller which materially impede or render it impossible to execute the delivery or the Contract, irrespective of whether they occur at the Seller, forwarding agents, sub-suppliers or any of further sub-suppliers.
4.9. The proper execution of the Contract by the Seller shall depend on Seller's timely receipt of supplies as well as necessary data from the Buyer, primarily technical documentation, including technical drawings and other requirements of the Buyer specified in the Agreement or the Order. The Seller shall be entitled to divide the provision into parts without being in delay with the other parts if it is not contrary to the reasonable interest of the Buyer, in particular if the execution of only a part of the delivery at a given time does not result in any damage to the Buyer.
4.10. The Seller shall be entitled to withdraw from the Contract within a period of 30 days from becoming informed about one of the following circumstances:
4.10.1. the Buyer has withheld its payments permanently or temporarily or their financial situation has deteriorated to such a degree that the payment of the claims resulting from the Contract will be at risk.
4.10.2. the Buyer has not delivered their performance in total nor have they submitted relevant security or they have otherwise violated the provisions of the Contract.
4.11. Should the Seller withdraw from the Contract:
4.11.1. the Seller shall not be obliged to pay the Buyer any damages or incur any other costs related to withdrawal from the Contract and the claims of the Seller against the Buyer resulting from any legal relationship shall be immediately due and payable.
4.11.2. the Seller shall be entitled to refrain from performing their own obligations towards the Buyer resulting from any legal relationship till their claims are satisfied or the Buyer submits relevant security.
4.11.3. any reductions and discounts provided for shall be lost.
4.11.4. any other rights to which the Seller is entitled shall remain unaffected.
5. Obligations and rights of Buyer
5.1. The Seller shall not be obliged to verify the fitness of the Contract subject for purposes intended by the Buyer. The Seller shall be bound only by properties or parameters of the Contract subject expressly specified in the Contract (conformity of the goods to the Contract) as well as the technical drawings provided by the Buyer. Moreover, the Buyer shall be obliged to verify the goods as for infringements of copyright or patents. Pursuant to the Contract they shall be considered legal defects of the goods.
5.1.1. The burden of verifying the fitness of the Contract subject for needs and purposes of the Buyer shall be borne by the Buyer. By placing the Order the Buyer represents that the Contract subject corresponds to the needs and purposes of the Buyer and does not infringe rights of any third party (including patents or copyright) within the territory of further sale of the Contract subject.
5.2. Implied Warranty for Defects:
5.2.1. The Parties shall limit the statutory rights of the Buyer due to the implied warranty for defects to rights and rules specified below. These GTCS shall fully and finally govern liability of the Seller due to the implied warranty for defects regarding the Contract subject.
5.2.2. Within 7 days after the receipt of the Contract subject the Buyer shall be obliged to verify it as for any clearly visible or latent defects as well as legal defects under pain of losing the right to refer to the inconformity of the Contract subject with the Contract.
220.127.116.11. The Buyer shall be obliged to immediately notify the Seller about any clearly visible defects in writing or in an electronic form within a maximum period of 7 days from receipt of the Contract subject or else they shall lose a right to invoke inconformity of the Contract subject to the Contract.
18.104.22.168. Any latent defects shall be immediately reported in the manner specified above within a maximum period of 7 days from their detection or possibility of their detection; however, the Buyer shall be obliged to make a test as for the conformity of the Contract subject to the Contract within a period of 7 days from the execution of the Contract by the Seller or else they shall lose a right to invoke inconformity of the Contract subject to the Contract.
5.2.3. Should the Buyer not take the actions of verifying, notifying or testing specified in this point on time the Contract subject shall be deemed verified and approved by the Buyer.
5.2.4. In the case of defect notification, the Seller shall be entitled to request from the Buyer to send or hand over at their disposal the questioned goods for their verification. In the case of unjustified refusal of the Buyer, the Buyer shall lose a right to invoke inconformity of the Contract subject to the Contract.
5.2.5. In the case of any justified defect notification, the Seller shall be obliged to deliver the relevant quantity of the Contract subject in the shortest possible time. The Seller has the right to choose between repair and replacement as long as it is technically possible and economically justified. Fulfilment of obligations arising from the implied warranty for defects takes into account circumstances independent of the Seller, such as delivery of goods or parts from the supplier; the Seller is not liable for the date of execution of such circumstances independent of the Seller.
22.214.171.124. Any related expenses shall be borne by the Seller on their own.
126.96.36.199. The Seller shall not incur any extra costs related with the fact that the Buyer has transported the Contract subject to any other place than the place indicated in the bill of loading unless the transport has corresponded to its use known upon the conclusion of the Contract to the both Parties.
188.8.131.52. The Seller shall not be liable for the resultant damage if the Contract subject has been used before the verification or tests.
5.2.6. Should the exchange or repair not be completed within a reasonable time limit (provided the delivery of raw materials from the supplier), the Buyer may request a price reduction. The right to withdraw from the Contract due to defect is excluded.
184.108.40.206. In any case, the Buyer shall be entitled to claim for damages within the limits of negative interest of the Contract. In the remaining scope the Seller's liability is limited to the value of the Order from which the faulty item originates.
5.2.7. The Buyer shall be entitled to any claims and rights resulting from inconformity of the Contract subject to the Contract within a period of 12 months from the execution of the Contract by the Seller.
5.2.8. The Buyer's rights under the guarantee provided by the Seller shall remain unaffected. The warranty can only be granted in writing.
5.2.9. Mechanical processing, other processing, surface processing etc. by the Buyer or on his behalf results in the exclusion of the warranty for defects for the sold goods.
6. Properties of Contract Subject
6.1. Any Contract subject information, including that originating from the experience and knowledge of the Seller, shall not release the Buyer from verification of the Contract subject as for its fitness for the purpose intended by the Buyer. It shall refer also to the situation when the Seller has earlier provided any Contract subject samples.
6.2. During the use of the Contract subject the Buyer shall be responsible for complying with any valid regulations, rules of safety and personal health as well as for processing the Contract subject in accordance with principles of technical and professional competence.
7. Contractual Liability
7.1. In the case of violation by the Seller of any contractual obligations the Seller shall be limited to compensation within the limits of negative interest of the Contract, however, to a maximum value of the amount covered by the Seller's civil liability insurance or civil insurance against material damage. In any case the Seller is only liable for gross negligence.
7.1.1. The liability of the Seller or any persons with assistance of whom the Seller performs the obligation or to whom they entrust the performance of the obligation shall include only results of actions or deliberate omission or gross negligence.
7.1.2. The Seller shall not be liable for any damages resulting from the use of any materials, components, instructions, recipes, etc., submitted by the Buyer.
7.1.3. The Buyer shall release the Seller from any liability resulting directly or indirectly from invalidity of any provisions of the Contract and the Seller shall accept the release.
7.1.4. The Seller is not responsible for any claims addressed to the Buyer from third parties due to the defectiveness of the goods sold.
7.1.5. All claims for damages and on the basis of warranty for defects in the scope provided for in GTCS are valid from the order of serial production and are excluded at the stage of tests conducted by the Buyer.
8. Other Provisions
8.1.1. The Buyer shall be obliged to keep in secret from any third persons any data, news, opinions and documents obtained from the Seller or regarding the Seller, in particular technical and economic know-how (confidential information).
8.1.2. The Parties undertake not to use the confidential information for purposes other than the execution of the purpose of the Contract known to the both Parties.
8.2. Data Protection:
8.2.1. Within the scope necessary for the execution of the Contract the Seller shall be entitled to process and store personal data of the Buyer pursuant to valid regulations regarding personal data protection.
8.3. Governing law
The contractual relationship between the Seller and the Buyer shall be governed by the laws of Poland.
A court having jurisdiction over the registered office of the Seller shall be competent for resolution of any disputes arising from the Contract.
8.5. Severability clause
Should any of the provisions of these GTCS or the Contract be or appear to be invalid, this shall not affect the application of the other provisions. In such a case the Seller in agreement with the Buyer shall replace the invalid provision with a valid one, the economic sense and purpose of which shall be as close to the previous one as possible.
Assignment of rights and obligations arising from the Contract requires the consent of the Seller expressed in writing under pain of invalidity.
8.7. The general terms of purchase or other standard forms of the Buyer are excluded.