1. Definitions

 

1. The General Conditions of Sale and Delivery hereinafter referred to by the abbreviation GCSD
2. The Supplier, the Seller – EFMETAL Sp. z o.o.
3. Commission Delivery – a delivery of goods which are not offered by EFMETAL Sp. z o.o. as its standard ‘on-stock’ offer, which have to be obtained by the Supplier only for the purpose of processing a certain order to the Purchaser’s specification.
4. The Purchaser, the Buyer – a body corporate, a private entrepreneur entering into a contract for the sale of goods and/or services offered by EFMETAL Sp. z o.o.

 

2. The Scope of Application of the General Conditions of Sale and Delivery

 

2. 1. These GCSD are an integral part of any and all orders placed with the Supplier by the Purchaser and they remain valid over the whole period of their business relations. On placing an order, the Purchaser or its authorised representative confirms that it knows and accepts the general conditions of sale and delivery. The foregoing is a necessary condition for any business relation.
   2. These GCSD apply to the Supplier’s deliveries of goods and products, commission deliveries of goods and products, and to services rendered by the Supplier in the area of technical consulting “from the design to its completion”.
   3. An order placed by the Purchaser is accepted for further processing on the basis of a written order placed with the Supplier. The Supplier may accept orders in any form, subject to the Supplier’s confirmation of their acceptance.
   4. The Supplier’s confirmation of order acceptance, subject to alterations or supplementations which do not change the core content of the order, shall be regarded as order acceptance, with due inclusion of any such alterations or supplementations as are made in the confirmation.
   5. Any amendments to the provisions of the contract or any oral agreements need to be confirmed by the Supplier in writing in order to be valid, and they apply to the given transaction only.
   6. No other contract performance conditions, as applied by the Purchaser, shall be accepted by the Supplier.
   7. Besides the provisions of these GCSD, the Supplier may enter into individual cooperation contracts, and it reserves the right to accept orders in part.

 

3. Product Information

 

3. 1. Any and all technical information concerning products, goods, services, conversion factors, sizes and/or qualities, resulting from the relevant standards and included in catalogues, brochures, the https://www.efmetal.com.pl website and in other advertising materials provided by the Supplier constitutes informative data and is only binding insofar as it has been accepted by both the parties.
   2. The Purchaser is obliged to know the technical parameters of the goods ordered, whereas the Supplier, if the order or the contract stipulates so, ought to furnish a certificate to confirm that the order is compliant with the delivery underway. The Purchaser can also take avail of the technical consulting offered by EFMETAL Sp. z o.o. within the range of its services.

 

4. Prices

 

4. 1. The prices for the Supplier’s products apply ex a specified EFMETAL Sp. z o.o. warehouse and they are quoted net of VAT, the cost of delivery to the Purchaser or any other additional services. Any other costs which may arise in the course of order processing, such as packaging, cutting, reloading, customs duty and/or any other charges or taxes applicable in the course of order processing shall burden the Purchaser unless otherwise agreed.
   2. The final price of the goods is established on the basis of the standard offer or an individual offer, wherever agreed.
   3. Prices applicable to the Supplier’s general offer of goods and services are non-obliging in nature and they may be subject to changes, which will be notified by the Supplier as soon as they are made, unless the offer states otherwise.

 

5. Quantity and size tolerance

 

5. 1. In processing orders, the Supplier reserves an accuracy margin resulting from measurement tolerances:
      
      1. length: +0.5%, no more however, than +20 metres, -0.0%
      2. weight: orders for ropes in mass units shall be converted into equivalent values expressed in metres, in accordance with PN, EN, DIN or other standards, and subsequently rounded up to 10 metres. Quantity complaints concerning net product weights shall be considered without taking the above aspect into account. Any weight information included in business documents is of informative nature, with the exception of shipping documents.
      3. count: +0.0%; -0.0%

6. Quality

6. 1. Notwithstanding Polish legal requirements, the Supplier shall do its utmost for the products, goods and services sold to be marked by high quality.
   2. It is the Purchaser’s responsibility that the technical data and the material quality and quantity specified in its order or contract be compliant with its needs.
   3. Appropriate licences and/or certificates shall be attached if the order or contract so requires. It is the Supplier’s responsibility to ensure that such attached documents apply to the goods delivered, however, it does not verify any information provided therein which is beyond its control.

 

7. Delivery, delivery time

 

7. 1. The time of delivery ranges from 24 hours to 7 business days of the order confirmation date for goods readily available at the warehouse. EFMETAL Sp. z o.o. shall only be bound by the delivery time if it has confirmed it in writing.
   2. Delivery time shall be extended by the duration of an obstacle resulting from circumstances beyond the parties’ control, i.e., e.g. untimely delivery by a subsupplier, a force majeure event, unforeseen difficulties in the company’s operations, transport and/or customs delays, transport losses, including road blockades, time limitations in freight transport by road, electric power shortages, shortages of materials and/or raw materials.
   3. The Purchaser shall be obliged to take over the goods or service immediately after it is notified of its availability at the Supplier’s warehouses. In the event of a delayed receipt, the Purchaser may be charged with the cost of storage, notwithstanding other rights of the Supplier. Any partial delivery is a separate transaction and may be invoiced separately by the Supplier.
   4. The Purchaser may order transport with a generally available shipping network, of which the Supplier ought to be notified. The Purchaser shall not be entitled to that right if it pays for the goods with cash on delivery, in which event the right to choose the carrier shall pass on to the Supplier.
   5. The Purchaser shall be obliged to examine the shipment immediately after it is delivered by the carrier. Should it be found that shortages or damage to the item occurred during transport, the Purchaser shall be obliged to take any and all actions necessary to determine the carrier’s responsibility.
   6. Should any order be cancelled in whole or in part, the Purchaser shall be obliged to cover any expenses borne by the Supplier in relation with the processing of such order.

 

8. Delivery Execution and Risk Passage

 

The risk related to delivery of the goods shall pass on to the Purchaser the moment they are handed over to the Purchaser’s representative authorised to receive the goods, including the shipper or carrier. In the absence of detailed arrangements, which shall be confirmed in the specification by the Purchaser, the delivery will be carried out as the Supplier deems fit and without any guarantee of selecting the quickest or cheapest way of shipment. Materials used for the packaging shall be regarded as prime costs and not be returnable, with the exception of pallets.

 

9. Liability for Defects

 

9. 1. The Purchaser is obliged to examine the goods in terms of their quantity and quality immediately after their receipt.
   2. If the Purchaser, having examined the goods, finds quantity discrepancies with the Wz Proof of Delivery, it shall make a written annotation on that document and immediately notify the fact to the Supplier in order to agree on the further course of procedure.
   3. The Purchaser shall be obliged to report in writing any quality defects of the goods forthwith, no later, however, than 7 business days of the receipt of the goods or service. For the time limit to be kept, a notification of defects in the goods sold or the service performed must be sent by registered post before the lapse of the time limit.
   4. The Supplier is released from any liability under warranty if the Purchaser was aware of the defect at the moment the order was placed, the Purchaser received the offer, the Order Confirmation or the despatch document – Wz Proof of Delivery was delivered.
   5. If any defects mentioned in Sec. 9.3 above are detected, the Supplier shall be obliged to replace the goods purchased with non-defective ones or remove such defect. In such events, goods will be replaced immediately, i.e. within 14 days if non-defective goods are available at the Supplier’s warehouses. Otherwise, goods will be replaced within 3 months of the date the defect is reported. If non-defective goods are not delivered within the time limits specified above, the Purchaser has the right to renounce the contract for the processing of its order. The Purchaser who accepts goods as compliant with its requirements even though defects have been disclosed may request that the price be reduced.
   6. The Supplier may refuse to remove a defect if it requires unproportionally high expenses compared with the value of the goods complained of.
   7. If only some of the goods sold are defective and those can be separated from the non-defective ones, the Purchaser’s right to cancel the processing of the order or to renounce the contract for the processing of its order is restricted to such defective goods.
   8. If, because of a physical defect of the goods, the Purchaser renounces the contract for the processing of its order or requests that the defective goods be replaced with non-defective ones, it may not send the goods back without communicating with the Supplier first.
   9. Any rights under the warranty for physical defects shall expire after 90 days, counting from the day the goods were released to the Purchaser.
   10. No claim as to the quantity and/or quality of the goods shall authorise the Purchaser to withhold the payment due for completed deliveries.
   11. The Supplier shall not be liable for any goods used in any manner not compliant with their intended use or technical properties, damaged because of third parties’ design or performance errors, or because of a failure to follow the manufacturer’s recommendations and instructions.

 

10. Return of the Goods

 

The condition for any returned goods, which have been questioned by the Purchaser and approved by the Supplier, to be accepted is that they are not damaged, not processed in the Purchaser’s production processes, and identifiable in terms of the parameters mentioned in the licences. In the case of mill-packaged goods, they have to remain in their original not damaged packaging.

 

11. Compensation

 

11. 1. The Purchaser is not entitled to any compensation claims with relation to the processing of its order resulting from defects or losses caused by any illicit activities on the Purchaser’s part.
    2. Instructions for further processing of the goods (production instructions), their assembly, commissioning and operation (operating instructions), as provided by the Supplier together with the delivered goods or performed service must be observed. The Supplier’s liability is excluded in any event that the Purchaser fails to observe any such instructions or the Purchaser fails to meet the legal requirements for admittance for use, for admittance of a construction product for trading and common use, or admittance for trading and individual use.
    3. The Purchaser acknowledges that in the case of products made of steel slight scratches, tarnishes, discolourings, oil stains or other non-obvious structural defects may exist. Therefore, the Purchaser is obliged to subject those products to such tests as ar appropriate for their intended use and required by Polish law.
    4. Until a complaint is finally considered, the Buyer is obliged to store the goods complained of in an appropriate manner which prevents any possible damage thereto or shortages therein.
    5. The Supplier cannot be liable for any indirect costs of any complaint, in particular if those result from agreements to which EFMETAL Sp. z o.o. is not a party.

 

12. Payment Terms

 

12. 1. Invoices issued by the Supplier are payable without any deductions whatsoever within the time limit indicated on the invoice, counting from the issuing date.
    2. If any payment is delayed, the Supplier will impose – unless higher costs arise on its part – default interest in the amount specified by law, beginning from the date of lapse of the time limit specified on the invoice.
    3. In the event of defaulting payment or any other activities on the Purchaser’s part to the Supplier’s detriment, the Supplier reserves the right to suspend deliveries or services until the obstacle which affects the agreed performance is removed.
    4. If goods are ordered and subsequently not bought, the Supplier has the right to impose a contractual penalty to 100% of the value of such uncompleted order. Any prepayments made by the Purchaser towards such order shall be credited towards the aforesaid contractual penalty.
    5. Commission deliveries require a prepayment in the amount of 100% of the goods ordered.

 

 

13. Governing Law, Obligation Fulfilment Location, Jurisdiction

 

Legal relations with the Purchaser are governed by Polish law only. The location for the fulfilment of any and all financial obligations resulting herefrom shall be Włocławek. A Polish court having jurisdiction over the Supplier’s seat shall be competent with regard to any disputes which might directly or indirectly arise herefrom.

 

14. Miscellaneous

 

15. 1. Unless otherwise agreed, all packaging is returnable.
    2. Should individual provisions of these GCSD be legally ineffective, the other provisions and orders processed thereunder remain binding. In such an event, the invalid provisions shall be replaced with provisions of the Civil Code.
    3. Any matters not covered by the provisions of these GCSD shall be governed by provisions of the Civil Code and the Act on Payment Times in Business Transactions, dated 12 June 2003 (Dz. U. – The Journal of Laws – No. 139, Item 1323).