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GENERAL TERMS AND CONDITIONS OF SALE - BRUK-BET Sp. z o.o.
I. DEFINITIONS
a) The Seller - BRUK-BET Sp. z o.o., Nieciecza 199, 33-240 Żabno, Poland
b) The Buyer - natural person, legal person, organizational unit without legal
personality that places an order or buys Goods from the Seller
c) The Parties - the Seller and the Buyer
d) The Goods - own goods and commercial goods (resold) - offered by the Seller
e) The Products - goods manufactured by the Seller
e) The price list - current standard price list of Goods and transportation
prepared by the Seller
f) GTCS - the Seller’s General Terms and Conditions of Sale
II. GENERAL TERMS AND CONDITIONS
1. These GTCS constitute general terms and conditions of agreements within
the meaning of Article 384 et seq. of the Polish Civil Code and are observed
by the Seller. They constitute an integral part of agreements as well as orders
and they are binding for both Parties unless the Parties agree otherwise. Any
amendments, additional provisions, suspension or termination of the agreement
shall require written approval of both Parties.
2. These GTCS are available to the public in advertising folders and on the
Seller’s website.
3. These GTCS are provided to the Buyer as an attachment to the concluded
agreement. In the case of concluding an agreement with a Consumer, these
GTCS are submitted to the Buyer.
4. In the case of an agreement concluded with a consumer, the provisions of
the act of 30 May 2014 on consumer rights and the provisions of the Polish
Civil Code shall apply. These GTCS apply to sale agreements concluded with
Consumers unless the provisions of applicable laws state otherwise.
III. RULES FOR CONCLUSION AND PERFORMANCE OF SALE AGREEMENTS
AND IMPLEMENTATION OF BUYER’S ORDERS
1. An agreement is concluded as a result of placing an order by the Buyer and
accepting such order by the Seller. Conclusion of a partnership agreement takes
place after it is signed by the Parties.
2. Any amendments, supplements to agreements, as well as all notifications,
representations, etc. made by the Parties in connection with the implementation
of an agreement should be in writing otherwise being null and void.
3. The price of Goods is determined based on the Seller’s price list valid on the
day when a relevant invoice is issued or a separate offer of the Seller presented
to the Buyer. The Buyer that is not a Consumer cannot invoke the lack of
familiarity with the current price list of the Seller. The Seller reserves the right
to give discounts, rebates and organize promotions connected with the Goods
at its discretion.
4. The price of Goods covers their loading in the Seller’s warehouse onto the
means of transportation with the use of forklifts. The means of transportation
intended for the transportation of the Goods should be adjusted to loading with
the use of forklifts.
4.1 The Seller reserves the right to sell its Goods exclusively in full-pallet form.
This reservation does not refer to consumer sale.
5. The place of fulfillment of the Seller’s obligations is the Seller’s warehouse
unless the Seller is obliged to send the Goods to a consumer to a specified
place.
6. Upon the acceptance of the Goods by the Buyer that is not a Consumer,
the Goods must be inspected in terms of their quality and quantity. The
Buyer that is not a Consumer is obliged to immediately notify the Seller of
any visible defects of the Goods or their packaging. Partial acceptance of
the Goods must be noted on the document of release.
7. The Goods accepted by the Buyer not being a Consumer are considered
to be free of patent defects. The acceptance of the Goods confirmed with a
signature of the person authorized by the Buyer on the Seller’s document of
release means the loss of rights by the Buyer not being a Consumer to any
future claims in respect of the Goods quantity or patent defects.
8. Upon the release of the Goods in the Seller’s warehouse to the Buyer
that is not a Consumer or to its carrier, any encumbrances connected with
the Goods as well as any risk or threat of accidental loss or damage are
transferred to the Buyer.
9. The Buyer that collects the Goods with its/his own means of
transportation or via a carrier, is responsible for proper securing of the
Goods with pallet holders and fastening belts. Any losses resulting from
improper transportation shall not be attributable to the Seller.
9.1 At the Buyer’s request, the Seller shall deliver the Goods with its own
means of transportation of via a carrier to a specified place and the costs of
transportation shall be specified on the invoice that documents such sale.
In such case, prior to sale, in order to calculate the costs of transportation,
the Buyer shall be obliged to specify the place of destination for the Goods.
10. If the Goods are delivered by the Seller to a place specified by the
Buyer, the Buyer that is not a Consumer shall be obliged to inspect the
Goods in terms of quality and quantity after delivery and unloading by the
Seller.
11. VAT invoices shall be issued by the Seller for the Buyer and they shall
specify the due date and terms of payment for the Goods. The date of
payment shall be understood by the Parties as the day when funds are
credited to the indicated bank account or paid in person to the Seller.
12. In the event of untimely payment, the Seller shall be entitled to
statutory interest.
13. After the expiration of the due date or exceeding of the credit limit
granted to the Buyer, the Seller shall have the right to suspend the release
of Goods to the Buyer and any payments due to the Seller from the Buyer
shall become immediately payable irrespective of the previously agreed
due date. The Seller’s suspension of deliveries or exercise of other rights
specified herein in the case of the Buyer’s delay shall deprive the Buyer
of any claims for the failure to perform or improper performance of the
agreement, in particular damages for the Buyer’s losses resulting from the
suspension of deliveries, from any amounts becoming due from the Buyer
or from the Seller’s exercise of any other rights, set forth hereinabove. This
reservation does not refer to consumer sale.
14. All Goods and packaging, i.e. returnable pallets, shall remain the
property of the Seller until payment has been made in full to the Seller. In
the case of delay in payments, the Seller may send a written request for the
return of the Goods and packaging collected but not paid for. The Buyer
shall be obliged, at its/his own expense and risk, to return all the Goods
and packaging not paid for to a place specified by the Seller within 14 days
from such request.
15. An employee of the Seller may request a prepayment for ordered Goods
and Products if the Buyer’s financial situation is known to such employee
and if such situation may indicate that the Buyer shall not pay for delivered
Goods or the payment shall be made with delay, especially when:
- The Buyer was in delay with payments in the past,
- There are grounds for suing the Buyer by the Seller or the Seller instituted
legal proceedings against the Buyer, in particular in connection with the
failure to perform or improper performance of contractual obligations by
the Buyer.
- The Buyer was declared bankrupt or reorganization proceedings are
pending.
16. The Buyer that does not collect the Goods by its/his own means of
transportation, shall be obliged to provide the Seller, prior to such collection,
with signed authorization to collect containing the following data:
- forename and surname of the driver,
- series and number of ID documents,
- vehicle registration number,
- number and date of order.
The driver should be aware of the obligation to present his ID documents
at the Seller’s request.
17. Such authorization should be signed by the Buyer or person authorized
to make declarations of will on behalf of the Buyer. The Seller shall have
the right to refuse to release the Goods to a person that does not have
such required authorization without any liability for losses incurred by the
Buyer or third parties for this reason. The Buyer shall be liable to the Seller
for the costs incurred in connection with the lack of such authorization, in
particular for the costs of storage of the Goods.
18. If the Seller delivers the Goods to a place indicated by the Buyer, the
Buyer shall be obliged to ensure that a person with authorization to collect
the Goods is present in such indicated place.
19. If, in such place indicated by the Buyer not being a Consumer, there
is no person with required authorization, the Seller shall have the right to
release the Goods to a person who undertakes to accept them on behalf of
the Buyer and at the risk and expense of the Buyer. In such situation, the
risk connected with the release of the Goods shall be incurred by the Buyer.
20. In case any defects are found in the Goods or if the Goods cannot
be used for paving or installation works, the Seller should be immediately
notified of such fact.
21. In case any visible defects of the Goods are found after unloading and if
the Goods are used by the Buyer for installation works, the Seller shall not
incur any costs connected with dismantling and installation of the Goods
again.
IV. FORCE MAJEURE
1. In the event of occurrence of force majeure circumstances, the Seller
shall be released from the obligations resulting from the agreement and
these GTCS during such force majeure circumstances and shall not suffer
any legal consequences resulting therefrom.
2. The Seller undertakes to immediately notify the Buyer of the occurrence
of circumstances referred to hereinabove.
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