Všeobecné Prodejní Podmínky

GENERAL SALES CONDITIONS

POLBRASS Limited Liability Company

§1

These General Sales Conditions (hereinafter referred to as GSC) set out the rules for concluding sales contracts for goods and services, where the seller is POLBRASS Sp. z o.o. located in Bielsko-Biała at Szklana Street 164, 43-300 Bielsko-Biała, registered in the National Court Register under number KRS 0000176500.
GSC constitute an integral part of all sales contracts concluded by POLBRASS Sp. z o.o., including contracts concluded in the form of a written or telephone order, offered to an entity making the purchase.
GSC are available to the Buyer before concluding the contract in written form at the headquarters of POLBRASS Sp. z o.o. or on the website https://polbrass.pl/
These GSC are a contractual regulation binding the parties in terms of goods sales. The parties exclude the application of other contractual templates (general contract conditions, sales conditions, contract templates, regulations, etc.) used or established by the Buyer.
Provisions in these GSC can only be amended in writing under the penalty of nullity. Concluding a separate sales contract excludes the application of these GSC only to the extent regulated differently therein.
Different arrangements between the parties agreed and confirmed in writing take precedence over the provisions of GSC.
Forms of sale:

Direct sales take place at the company’s headquarters:

43-300 Bielsko-Biała, Szklana Street 164,

ales of goods with delivery through courier companies.

DEFINITIONS

§2

The use of the following terms in these General Sales Conditions means:

Seller – POLBRASS Sp. z o.o., Szklana Street 164, 43-300 Bielsko-Biała, VAT ID: 8982025766, REGON: 93293684600000.
Buyer – a legal person, an organizational unit without legal personality, and a natural person who does not conduct or conducts business activity in the country or abroad.
Payment term – the day on which the payment for goods or service becomes due.
Goods – movable items, services, and other goods that are to be sold based on a sales contract or placed order, between the Seller and the Buyer.
Order – a purchase offer submitted by the Buyer in writing, delivered in person, by mail, courier, telephone, or email, containing at least: the name of the ordered product, quantity, Buyer’s data necessary for issuing a VAT invoice and company data, contact teleaddress data, method, timing, and place of receipt of ordered products.
Confirmation – a written statement by the Seller made in the form of an Order Confirmation form, specifying at least the estimated price of the goods, the estimated total value of the ordered goods, the estimated completion date, place and conditions of delivery/pickup, and payment conditions.

OFFERS AND ORDERS

§3

Information posted on the Seller’s website, in catalogs, brochures, flyers, advertisements, and other publications – do not constitute an offer in the sense of the Civil Code, even if they are priced. Publications concerning products offered by the Seller are for information only, while patterns and samples exhibited by the Seller are for illustrative and exhibition purposes. Technical data provided in publications may change at any time, including due to continuous changes occurring in the technical industry.
The Buyer’s order should include the following data:

The Buyer’s name – with a specific address,
VAT ID or KRS number,
Reference number of the offer, if applicable,
Specification of the indicated goods by trade name or alphanumeric symbol from the offer,
Quantity of ordered goods,
Terms, place, and conditions of delivery/pickup of goods.

A condition for the effective conclusion of a sales contract is the placement of an order by the Buyer and a written Confirmation of the order by the Seller in the form of an Order Confirmation form.
The placement of an order by the Buyer does not bind the Seller, and the lack of his response does not imply tacit acceptance of the order.
Confirmation of the order sent by unauthorized persons by the Seller is not binding. The Seller is not liable for the actions of sales representatives exceeding the scope of authorization granted by the Seller based on agency contracts concluded with the Seller.
If the order relates to a previously presented offer, it is necessary to include the number of that offer on the order. If the offer number is not referred to, the Seller is not liable for any price discrepancies on the VAT invoice, lack of product availability, or discrepancies in the specific parameters of the product specified in the original order.
Prices stated by the Seller in Offers and Order Confirmations are net prices – they do not include VAT tax.
Cancelling an order by the Buyer is permissible only in exceptional situations after prior written agreement on the cancellation conditions with the Seller. The Seller reserves the right to charge the Buyer the actual costs incurred until the cancellation – not exceeding the order value.
Any technical advice from the supplier is purely informational and does not result in civil liability on the part of the Seller.

TERMS AND CONDITIONS OF DELIVERY

§4

The Seller is obliged to deliver the goods under the conditions specified in the Order Confirmation form, i.e., delivery time and place, quantity, type of goods, price.
The delivery date is stated in the Order Confirmation. In the case of an agreed advance payment or deposit for the execution of the order, the delivery period begins immediately after the Seller receives the advance payment or deposit, depending on the specific provisions of the Parties. If the Buyer has not specified the place of delivery, the term is considered to have been met if the goods were prepared for release on the specified day. Storage costs from this moment until the time of issue are borne by the Buyer.
With a minimum of 2 business days‘ notice, the Seller has the right to change the delivery date of the goods after prior written or email notification to the Buyer.
Each delivery can be carried out by the Seller in parts. The determination of the quantity, type, and delivery date is up to the Seller.
In the case of a contract for cooperation in terms of regular deliveries, each individual delivery is treated as a separate sales contract. The provisions of these conditions on the conclusion of the contract apply accordingly.
In the case of payment conditions in the form of „prepayment“, the delivery execution period may be extended by the period of delay in making the payment. The day of payment is considered the day of crediting the Seller’s bank account.
The Seller is not liable for any losses, damages, or costs (indirect or direct) arising from the Buyer’s claims due to errors in delivery or its delays, caused by the courier company’s action.
If the delay in the receipt of goods by the Buyer exceeds 2 weeks or if the Buyer refuses to accept the goods, the principles specified in §3 item 8 apply.
The Buyer is obliged to immediately check the conformity of the goods with the order after receiving it. In particular, the Buyer is obliged to check the condition of the shipment and the quality and quantity of the delivered goods with the order, and to immediately (i.e., at the time of delivery, in the presence of the carrier delivering the goods) report any defects by creating a Damage Protocol or submitting a written document confirming damages or defects, which must be signed by the Buyer and the Carrier.
In case of detecting defects that could not be noticed at the time of delivery, the Buyer is obliged to report them to the Seller immediately, no later than within three business days from the detection of the defect by submitting a written Complaint. The Seller reserves the right to inspect the reported Complaint at the delivery place.
The Seller reserves ownership of the sold goods, which means that the Seller is the owner of the goods until the full payment for the received goods and other liabilities arising from the sales contract is made, regardless of the place of storage or installation in other items. Until the transfer of ownership of the goods to the Ordering Party, the subject of the delivery cannot be the subject of transfer of ownership for security by the Ordering Party, nor a subject of pledge (including registered pledge). In case of seizure or other dispositions of the delivery subject by a third party, the Ordering Party is obliged to immediately inform the Seller about this fact.
In case of delivery through a forwarding agent or carrier, the risk of accidental loss or destruction of the goods and the costs arising from the impossibility of its reception by the Buyer on the day of delivery, passes to the Buyer at the moment of handing over the goods by the Seller to the forwarding agent or carrier. The Seller is not responsible for any losses and shortages in the goods itself, as well as its packaging, occurred after this moment.
In the case of delivery of the goods by the Seller, all benefits and burdens associated with the goods and the risk of its accidental damage or loss pass to the Buyer at the moment of handing over the goods by the Seller to the Buyer.
If the Buyer does not specify in due time, no later than 2 business days before the shipment of the goods by the Seller, the method and type of packaging and the means of transport by which the delivery is to be carried out, the Seller may freely, with due diligence, choose the packaging and means of transport by which the delivery is to be carried out and send the contract subject to the Buyer at his cost.
From the moment of initiating bankruptcy or arrangement proceedings in relation to the Buyer, he is obliged to mark the goods in a way indicating the existence of a reservation of ownership on behalf of the Seller. In case of seizure of the goods being the property of the Seller during the enforcement proceedings directed to the Buyer’s assets, he is obliged to immediately inform the Seller about this fact and cooperate in the implementation of his rights towards the entity carrying out the seizure of the goods within all available means. The Buyer, at the Seller’s request, is obliged to immediately provide all information about where the goods covered by the reservation of ownership are stored.
The correctness and completeness of the data contained in the order or in the documentation provided to the Seller is the responsibility of the Buyer.

PAYMENTS AND PRICES

§5

The timing and form of payment are agreed individually for each Buyer.
In the absence of different arrangements between the Parties, the price of the goods is the price resulting from the Order Confirmation.
Prices provided by the Seller in Offers and Order Confirmations are net prices – they do not include VAT tax.
The sale of goods takes place according to the actual weight.
The Buyer is obliged to pay the due amount for the sale of goods within the period indicated on the invoice.
The day of payment is considered the day of crediting the payment to the Seller’s bank account, indicated on the invoice, or the day of cash payment.
If the Buyer does not settle the payment within the designated period, the Seller is entitled to charge statutory interest for each day of delay and also demand prepayment for goods from already accepted orders.
The Seller reserves the right to unilaterally increase the price if, after the conclusion of the contract, there are objective circumstances justifying the price increase of the Goods, over which the Seller had no influence, such as changes in tax rates on goods and services, etc.
Non-payment of the liabilities within the period specified on the invoice entitles the Seller to interrupt the supply of goods and suspend the execution of already accepted orders. The Seller may condition the execution of a new order submitted by the Buyer, who is delinquent with payments or pays invoices late, on the payment of a deposit towards the new order of the Buyer. The Seller may also withdraw from the contract with immediate effect. In this case, all obligations of the Buyer towards the Seller become immediately due, from the day of the Seller’s withdrawal from the contract. Withdrawal from the contract will be treated as withdrawal for reasons attributable to the Buyer.
In the situation described in item 7 above, the Seller may condition further performance of the Contract on providing additional security or guarantees by the Buyer for the obligations arising from the Contract.
If the Parties do not decide otherwise, payment for the ordered goods is made without deductions and compensations of mutual claims.
Filing a complaint does not exempt the Buyer from the obligation to pay for the goods on time.

COMPLAINT

§6

The Buyer has the right to complain about the goods that were received not in accordance with the Order Confirmation prepared by the Seller.
Complaints are only accepted in writing.
In case of acknowledging the complaint, the Seller undertakes to supplement or replace the faulty goods with defect-free ones or to reduce the price proportionally to the detected defects. The choice of how to acknowledge the complaint depends on the Seller and the circumstances of the case.
In case of detecting quantitative shortages, damages, or other types of defects in the goods, the Buyer is obliged to prepare a Damage Protocol at the moment of receiving the delivery in the presence of the carrier and to immediately contact the Seller. The absence of such notification means that the Buyer considers the goods checked and consistent with the Order Confirmation.
Reporting a complaint does not exempt the Buyer from the obligation to pay the full amount due from the sales documents.
The Buyer bears the costs of an unjustified complaint.

WARRANTY

§7

The Ordering Party is obliged, according to §4 of these GSC, to thoroughly inspect the delivered goods.
The Seller is liable to the Buyer if the sold item has a defect (warranty).
The Seller is not liable for damages caused by the following: improper use, faulty assembly or improper commissioning by the Ordering Party or a third party, normal wear and tear, defective or negligent use of the item, the use of inappropriate operating supplies, replacement materials, defective construction works, inappropriate foundation, chemical, electrochemical or electrical influences, unless they are the result of actions faulted by the Company. The Seller is also not responsible for any damages caused by improper selection of Products, their improper use or use contrary to the intended purpose or instruction manual and maintenance, as well as any damages, the occurrence or size of which was influenced by the state and properties of the infrastructure within which the Products are to be operated, including in particular those elements with which the Products are to be connected.
If the delivery item has a defect for which the Seller is responsible, the Ordering Party may request free removal of the defect or replacement of the defective item with a defect-free one. The Seller may refuse the Ordering Party’s request if bringing the defective item into compliance with the contract in the manner chosen by the Ordering Party is impossible or would require excessive costs compared to another possible way to bring it into compliance with the contract, and if the costs of fulfilling this duty exceed the price of the delivery item.
Any liability of the Seller for unintentional breach of duties is excluded. The provision of the previous sentence also applies in the case of a breach of duties by persons through whom the Seller performs the delivery.
The liability of the Seller towards the Ordering Party, regardless of its legal basis, is limited – both within the framework of a single claim as well as for all claims in total – to the amount of the net price paid by the Ordering Party. The Seller is liable to the Ordering Party only for intentional fault and gross negligence and is not liable for lost profits.
If the parties have agreed in writing on the delivery of Products or materials that do not meet Polish Standards or other technical or safety standards, the Seller is not liable for any damages resulting from this.
The Ordering Party is responsible for the possibilities of application and the consequences of using the Products delivered by the Seller in specific structural solutions of the Ordering Party, even if the Seller was involved as an advisor or consultant in the preparation of the structure and final product of the Ordering Party.
The Seller is not liable to the Buyer for defects in the goods made by the Buyer using the Products supplied by the Seller.
The Seller is released from liability under the warranty if the Ordering Party knew about the defect at the time of the contract conclusion.
The Ordering Party loses the rights under the warranty if it did not examine the item in time and in the manner adopted for items of this type and did not immediately notify the Seller about the defect, and if the defect became apparent later – if it did not notify the Seller within the terms specified in § 4 above.
The Seller is liable under the warranty if the defect is found before the expiration of one year from the date of issuing the item to the Ordering Party.

FORCE MAJEURE

§8

If circumstances beyond the control of the Seller and the Buyer occur, in particular such as production or transport disruptions caused by wars, armed conflicts, strikes, factory and equipment failures, accidents, local or national threats, trade disputes, floods, fires, earthquakes, etc., the delivery may be appropriately delayed or stopped, with written notification, until normal conditions are restored.
If the impossibility of performance by the Seller occurred due to force majeure, the Buyer is not entitled to any claims for damages resulting from non-performance or untimely performance of the contract.

CONFIDENTIALITY RULES

§9

The Buyer declares that it is aware of the criminal and civil liability for acts of unfair competition, defined in the Act of 16 April 1993 on combating unfair competition, and in particular the following obligations:

a) not to disseminate, disclose, or use information constituting the Seller’s trade secret,

b) not to induce any entity (natural person, organizational unit with or without legal personality) being a party to the contract with the Seller to fail to perform or improperly perform obligations towards the seller.

2. The Buyer will not undertake the actions described above, or any other actions violating fair competition, during the term of the contract with the Seller and for a period of 5 years after its execution.

3. During the term of the contract and after its termination, the Buyer will not disseminate, disclose, or use also such information that does not constitute the Seller’s trade secret, but whose dissemination, disclosure, or use could in any way harm the reputation or otherwise cause damage to the Seller.

FINAL PROVISIONS

§10

By accepting these GSC, the Buyer consents to the processing of its personal data by the Seller and entities acting on his behalf in the country and abroad, in connection with the implementation of sales contracts for goods offered by the Seller.
The Buyer may not, without the consent of the Seller, pass on knowledge and information obtained as a result of commercial contacts with the Seller to third parties in matters covered by trade secrecy.
In the case of drafting contracts both in Polish and a foreign language, the Polish language is decisive for any discrepancies arising from the contract provisions.
The proper law for the GSC is Polish law.
In matters not regulated in these GSC, the provisions of the Civil Code apply.
The finding of invalidity of individual provisions does not affect the validity of the remaining provisions of the GSC.
The Parties will strive to amicably resolve all disputes arising in connection with the performance of contracts covered by these conditions. In case of impossibility of amicable settlement, the court appropriate for the location of the Seller’s headquarters will be competent to resolve the dispute.

………………………….

Bielsko-Biała, dated 1 August 2023