General Terms and Conditions of Sale

  • GENERAL PROVISIONS
    • These general terms and conditions of sale (hereinafter referred to as GTCS) shall constitute an integral part of the contract on the sale of goods and services concluded by Stalobrex sp. z o.o. (hereinafter referred to as Stalobrex) with the Purchaser. These general terms and conditions of sale shall apply to all contracts on the sale of goods and services, and each change to these conditions needs to be made in writing, otherwise it shall be deemed invalid.
    • The Purchaser shall be obliged to read these GTCS before placing the order. The Purchaser shall be deemed to have accepted the GTCS in the moment of order placement. If the Purchaser does not accept the GTCS, Stalobrex shall be entitled to suspend the release of goods until the Purchaser makes a suitable written statement.
    • The parties may exclude in writing the application of these GTCS in their entirety or of individual provisions of these GTCS, as well as amend some of the provisions.
    • In case of any discrepancy between the terms and conditions agreed upon by the Parties in the contract and these terms and conditions, the ones agreed upon in the contract shall prevail.
  • CONTRACT CONCLUSION
    • Advertisements, price lists and other announcements concerning goods and services (Stalobrex products) offered by Stalobrex shall be of purely informative nature. Stalobrex reserves the right to modify the catalogue of products offered to the Purchasers at any time. If the Purchaser intended to place an order or was planning to enter Stalobrex products on the list of regular deliveries, but has not placed an order yet, it may not claim damages from Stalobrex in relation to a modification made to products offered by Stalobrex.
    • All technical information related to the goods shall be binding to the extent in which the Parties have accepted them. Stalobrex shall be obliged to submit approvals confirming compliance of the order with the delivery performed only if the parties decided thus in the contract.
    • The prices defined in the price lists delivered in writing to the Purchaser shall be binding until the date determined in the price list or until the date of a written confirmation by Stalobrex about their change – Stalobrex shall determine the date on which the new price lists shall become effective in the notification. The prices stated shall be net prices in accordance with Incoterms 2010 – EXW Wysoka (they do not include, in particular, taxes, customs duties and transport costs).
    • The contract shall be concluded on the basis of an order placed by the Purchaser and of its confirmation by Stalobrex. An order may be placed and confirmed in writing, by fax or by e-mail. Persons acting on the Purchaser’s behalf must demonstrate power to act on the Purchaser’s behalf and, with the first order, copies of documents confirming that the Purchaser enjoys the status of an entrepreneur (copy of the entry in the business activity records or National Court Register, NIP taxpayer identification number certificate, REGON statistical number certificate).
    • Stalobrex shall not be obliged to check whether the technical documentation submitted to it together with the order (drawings, patterns and models) infringe the rights protecting third parties’ intellectual property. The Purchaser shall be liable towards authorised third parties whose intellectual property is infringed or threatened with infringement.
    • If the Purchaser delivers materials for contract performance, Stalobrex shall be obliged to make the Stalobrex products using the materials delivered by the Purchaser only if the contract determines that, while in remaining cases Stalobrex shall be entitled to use other materials to make the Stalobrex products, with parameters corresponding to those of the materials delivered by the Purchaser. If the material delivered by the Purchaser does not have the properties necessary for the correct manufacturing of the Stalobrex products, or if there are defects in the material, as a result of which machines or equipment become damaged during manufacturing of the Stalobrex products, the Purchaser shall be obliged to repair the damage within seven days of receiving a request from Stalobrex to do so.
    • Stalobrex shall not be liable for changes to the characteristics of the material delivered by the Purchaser, caused by its profiling, performed in accordance with the order.
    • Material left after manufacturing of the Stalobrex products (post-production material) shall be returned within the dates and in accordance with the conditions defined in the contract.
  • PAYMENT TERMS
    • Remuneration shall be paid for the Stalobrex products in the form of a transfer order to the Stalobrex bank account indicated in the invoice within thirty days of the invoice date. Stalobrex shall raise the invoice within seven days after handing over of the products to the carrier or after receipt of the goods by the Purchaser, and if the Purchaser does not receive the goods in due time, after the day on which the goods were supposed to have been received.
    • The payment date shall be considered to be the day on which the Stalobrex bank account is credited. If payment is made past the due date, Stalobrex may charge interest for the delay at the amount of 1.5 times the statutory interest rate. Stalobrex shall also keep the right to claim, under general principles, repair of the damage resulting from the Purchaser’s default in payment.
    • Stalobrex may make acceptance of the order conditional upon prepayment. The Purchaser’s failure to make the prepayment within the date indicated in the order acceptance shall be tantamount to order cancellation and non conclusion of the contract.
    • Payment before the due date shall not entitle the Purchaser to any discounts.
    • If the Purchaser’s order is fulfilled in parts or if many orders are fulfilled for the Purchaser for which separate invoices are raised, failure to pay any of the invoices within the due date shall lead to the amounts due under the remaining invoices becoming immediately payable, even if the payment date indicated in those invoices has not expired yet. Stalobrex shall then be entitled to suspend all deliveries to the Purchaser until the amounts due are paid or a security is established previously accepted by Stalobrex.
    • If there are any doubts as to whether the Purchaser complies with the obligations under the contract, Stalobrex shall be entitled to suspend all deliveries to the Purchaser until the remuneration and other amounts due to Stalobrex under the contract are paid or until security is established previously accepted by Stalobrex. For this purpose, Stalobrex shall set a suitable period for the Purchaser of at least seven days. After this period has expired without effect, Stalobrex may withdraw from the contract, keeping the right to claim damages.
    • Stalobrex shall be entitled to dispose of the amounts due to it from the Purchaser, to which the Purchaser consents.
    • The Purchaser may pay by set-off only upon prior written consent given by Stalobrex.
  • DELIVERY
    • The date for delivery of the Stalobrex products shall be defined by the contract. The delivery date shall be deemed to have been complied with, if the Stalobrex products have been handed over to the Purchaser or to the carrier within that date, or if Stalobrex informed the Purchaser that the goods were ready to be handed over, but they were not released to the Purchaser for reasons independent of Stalobrex.
    • Compliance with the delivery date by Stalobrex shall depend on the due compliance with the contractual obligations by the Purchaser. Any delays in the Purchaser’s activities shall lead to the extension of the delivery date defined in the contract by the time of the Purchaser’s delay.
    • Delayed delivery by Stalobrex shall not entitle the Purchaser to withdraw from the contract or to claim damages.
    • The Stalobrex products shall be collected by the Purchaser or delivered to the place indicated in the contract by Stalobrex or by the carrier.
    • The costs of transport shall be borne by the Purchaser.
    • The Purchaser shall be obliged to unload the goods immediately. The Purchaser shall bear all costs related to a delay in unloading.
    • In the case of damage, delays or shortages, the Purchaser shall be obliged to submit complaints and reservations to the carrier, in accordance with the provisions of the Transport Law. If the delivery is carried out by Stalobrex, all shortages, delays or damage to the products during transport should be submitted by the Purchaser on the copy of the proof of delivery, otherwise no claims may be put forward in relation to the above.
    • Once the Stalobrex products are handed over to the Purchaser or to the carrier, the risk of their damage or loss shall pass to the Purchaser. If the Purchaser collects the Stalobrex initiative at its own initiative, if the Purchaser is in delay with receipt, the risk of damage or loss shall pass to the Purchaser once Stalobrex has declared its readiness to release the Stalobrex products to the Purchaser.
    • The Purchaser shall be obliged to inspect the Stalobrex products immediately after their receipt. The Purchaser shall lose rights under statutory warranty in the case of quantitative defects if it does not inform Stalobrex within three working days after Stalobrex product delivery about the defect. The Purchaser shall lose rights under statutory warranty in the case of qualitative defects if it does not inform Stalobrex within eight working days after Stalobrex product delivery about the defect (this shall not concern defects which could have been detected upon receipt of the Stalobrex products if due diligence had been exercised by the Purchaser).
    • The person receiving the goods on the Purchaser’s behalf should hold a written authorisation to receive them, given in accordance with the Purchaser’s rules of representation.
    • If there are quantitative defects in the Stalobrex products, the Purchaser may not withdraw from the contract, but shall be obliged to set a date for defect removal of at least fourteen days. If this period expires without effect, the Purchaser may demand that the price be reduced, and if the price is not reduced, the Purchaser shall be entitled to withdraw from the contract.
    • If there are qualitative defects in the Stalobrex products, the Purchaser may not withdraw from the contract, but shall be obliged to set a date for defect removal of at least twenty-one days. Stalobrex may choose either to remove the defects or to replace the Stalobrex products with ones that are free from defects within that date. If this period expires without effect, the Purchaser may demand that the price be reduced, and if the price is not reduced, the Purchaser shall be entitled to withdraw from the contract.
    • Submission of a complaint shall not entitle the Purchaser to suspend payment for deliveries made.
    • The Purchaser shall be obliged to make it possible for Stalobrex to survey the goods to which a complaint refers, including sampling and technical testing, otherwise the right to claims under the complaint shall be lost.
    • If examination of a complaint requires a survey to be performed or if an expert needs to be appointed in order to resolve contentious issues related to quality, the period for complaint examination shall be extended to 60 days after the complaint is received by Stalobrex. Costs related to the expert’s activities shall be borne by the Party the expert has indicated as liable for the occurrence of the defect.
    • Apart from liability for physical defects, Stalobrex shall not bear any other liability for quality of the goods, their workmanship, merchantability or fitness for any other purpose assumed by the Purchaser.
    • Stalobrex shall not be liable for defects in the Stalobrex products resulting from inappropriate storage by the Purchaser or from their further processing in a manner not conforming to their properties.
  • RETENTION OF TITLE
    • The ownership title to the Stalobrex products delivered shall pass to the Purchaser only upon full payment including Stalobrex remuneration (principal amount due), interest and other costs resulting from the contract. Until all amounts due to Stalobrex are paid, the Purchaser shall be obliged to keep the Stalobrex products in a way making it possible to identify them easily and to protect them from damage or loss – at the request of Stalobrex, the Purchaser shall be obliged to submit a document confirming the conclusion of an insurance contract. The Purchaser shall be obliged to inform Stalobrex immediately about loss, damage or seizure of the Stalobrex products.
    • Until all amounts due to Stalobrex are paid, the Purchaser may not encumber Stalobrex products under retention of title with any rights to the benefit of third parties.
    • The prior written consent of Stalobrex shall be required in order to resell the Stalobrex products. The Purchaser undertakes to transfer to Stalobrex the amount due for reselling as security for the amount due to Stalobrex from the Purchaser.
    • If the Purchaser is in delay with payment, Stalobrex shall be entitled to collect the Stalobrex products upon prior written request, and the Purchaser shall be obliged to release them. Taking back and seizure of the Stalobrex products by Stalobrex shall constitute withdrawal from the contract only if Stalobrex declares this expressly in writing to the Purchaser.
    • The Purchaser shall bear the costs of storing the Stalobrex products until the Purchaser acquires the ownership title.
  • FINAL PROVISIONS
    • If due to force majeure Stalobrex is incapable of fulfilling the Purchaser’s order in accordance with the contract, Stalobrex shall be entitled to defer the delivery date until the force majeure and its effects cease to prevail, and if the end to the obstacles encountered cannot be determined, Stalobrex shall be entitled to withdraw totally or in part from the contract, without further obligations arising therefrom. Deferment of the delivery date and total or partial withdrawal from the contract by Stalobrex shall not constitute grounds for any claims for the Purchaser, including claims for damages.
    • Infringement by Stalobrex of its obligations under the contract with the Purchaser shall not authorise the Purchaser to withdraw from all the contracts binding the parties.
    • If, in accordance with a contract between the parties, Stalobrex delivers Stalobrex products in the quantities and in the time indicated by the Purchaser (schedule), Stalobrex shall be entitled to prepare the Stalobrex products earlier for the Purchaser in quantities corresponding to the Purchaser’s one-month requirement indicated in the contract. If cooperation ends (for instance as a result of contract termination), the Purchaser shall be obliged to purchase, under the existing conditions, the Stalobrex products prepared in accordance with the previous sentence, or to reimburse the expenses incurred by Stalobrex to manufacture the Stalobrex products, as well as to buy back the raw materials purchased by Stalobrex in order to perform the contract in quantities sufficient to meet a three months’ requirement.
    • The Parties subject the legal relationship between them to the Polish law.
    • The Civil Code shall apply to all matters not governed by these Conditions.
    • If individual provisions of these Conditions are found to be invalid, this shall not have an impact on the validity of the remaining provisions, unless the parties decide otherwise.
    • Stalobrex shall be entitled to make modifications to the GTCS. The modifications shall be binding upon the Parties once they have been delivered to the Purchaser in such a way as to make it possible for the Purchaser to familiarise itself with them.
    • The competent court for resolving disputes resulting from contracts concluded under the conditions laid down in these Conditions shall be the court having jurisdiction over the registered office of Stalobrex.
    • The Purchaser shall be obliged to inform Stalobrex immediately about any change of registered office, business name and legal form of activity conducted, or the mailing address. Failure to make the notification shall lead to notices made according to the data included in the order being considered as effective.
    • The GTCS have been made in Polish and in English. The Polish version shall prevail between the parties.
    • These conditions shall enter into force on 1 July 2011. All previous General Terms and Conditions of Sale shall cease to be effective on that date.