GENERAL TERMS AND CONDITIONS OF SALES
ARO Spółka z ograniczoną odpowiedzialnością Spółka Komandytowa
with its registered office in Świdnica, at ul. Kosynierów 10A
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Application of these General Terms and Conditions of Sales
These General Terms and Conditions of Sales hereinafter referred to as [the GTCS] shall apply to transactions made between parties, the subject of which is the sales of goods (as part of the sales activities of the Seller) made by ARO Spółka z ograniczoną odpowiedzialnością Spółka Komandytowa, referred to in these GTCS as [the Seller], to any entity making purchases for the purpose related to its business activities (i.e. not as a consumer within the meaning of Article 221) of the Polish Civil Code), referred to in these GTCS as [the Buyer].
The GTCS constitute an integral part of sales transactions, contracts for the sales of goods and the provision of services concluded between the Seller and the Buyers. Any amendments to or exclusions of individual terms and conditions of the GTCS is possible only with the prior written consent of the Seller in order to be valid.
In the event of any discrepancies between the content of these GTCS and the content of the contract between parties, the contract shall apply.
If the Buyer has a contract template, the terms and conditions contained therein shall apply only if they do not contradict these GTCS.
II. THE OFFER, ORDER CONFIRMATION, CONCLUSION OF THE CONTRACT
1. The contract shall be concluded when the Buyer places its written order and the Seller accepts such an order. An order may be placed in person or sent by:
a. fax;
b. e-mail.
2. The order placed by the Buyer should contain the following information:
a. name of the goods/product;
b. dimensions of the goods/product;
c. woodworking method;
d. quantity;
e. the method of receiving goods (at the Seller's office or using a transport company — then it is necessary to determine the costs of such transport and which party to the transaction will arrange transport);
d. the Buyer’s full details, i.e. the address of the registered office, full name as entered in the National Court Register (KRS) or in the Polish Central Registration and Information on Business (CEIDG) database;
e. the list of persons authorised to place orders with a written authorisation from the company owner to place such orders;
f. the forwarding company, persons authorised to accept ordered goods, delivery notes, CMR documents, and to sign invoices;
g. the email address for permanent contact regarding the order;
h. the Buyer’s tax ID number [NIP] and company registration number [KRS].
3. When placing an order, the Buyer shall present to the Seller copies of the following documents:
a. a valid excerpt from the register of entrepreneurs, i.e. from the National Court Register (KRS) or in the Polish Central Registration and Information on Business (CEIDG) database;
b. decision on assigning the National Official Business Register [REGON] number;
c. decision on assigning the tax ID number [NIP].
The Buyer shall inform the Seller without delay about the intention to change the legal form of its business activities, changes in the National Court Register or in the entry in the Polish Central Registration and Information on Business (CEIDG) database, changes of persons authorised to make declarations on behalf of the company, change of the company registered office, company name, partners, change of the places of residence of persons carrying out business activities.
4. When placing an order, a person acting on behalf of and for the Buyer shall present to the Seller the original written authorisation from the authorised person to represent the Buyer and the statement that the Buyer knows the general terms and conditions of sales applicable in the Seller's company.
5. The obligation to submit the documents listed in section 4 shall not apply to orders placed by the Buyers who remain in permanent business relations with the Seller and have presented permanent authorisations to represent the Buyer and the statement that the Buyer knows the general terms and conditions of sales applicable in the Seller's company.
6. The Seller, within five business days, shall send to the Buyer by e-mail a written confirmation of the order acceptance, confirming the following:
a. name of the goods/product;
b. the woodworking method for the goods/product;
c. quantity;
c. price;
d. price payment deadline and payment method;
e. date and place of the acceptance of the goods;
f. the method of accepting the goods;
g. the packing method,
h. transport costs;
i. securing the transaction by the Buyer;
j. deadline for order completion;
7. The Seller reserves the right to demand from the Buyer, before accepting the goods, a prepayment of 100% of the price of the ordered goods.
8. If the Seller does not stipulate otherwise, the offer to make sales made to the Buyer by the Seller shall be valid 14 days from the day of its sending by the Seller. The price proposed by the Seller shall not include the costs of any certificates, approvals, tests and packaging of/for goods demanded possibly by the Buyer, and such costs shall be added to the price of the goods, unless the parties agree otherwise.
9. Placing an order shall not be binding for the Seller and the lack of response shall not mean a silent acceptance of the order. The acceptance of an order by the Seller for completion shall require a written confirmation by the Seller of its acceptance. If the Seller accepts an order with reservations, the Buyer shall be bound by the content of such reservations, unless it submits its comments immediately (within 1 working day). Immediate submitting of such comments shall be considered as placing a new order, and the provisions of the preceding sentences shall apply accordingly.
10. The fact of accepting the order shall not bind the Seller when, for reasons beyond its control, in particular due to force majeure or the behavior of the Buyer or third parties (including the Seller's suppliers), the delivery and sales of the goods are impossible or unreasonably difficult.
11. The acceptance of the order shall not bind the Seller also when the Buyer is in default of the payment of any amounts due to the Seller.
12. When the Buyer orders non-standard goods(i.e. not sold by the Seller on a regular basis), the Buyer must pay an advance of up to 100% of the gross value of the ordered goods, unless the parties agree otherwise. The advance shall be accounted for as part of the Buyer's payment obligations.
13. The Seller informs, that the wood stakes and garden round wood , he manufactures are not structural elements intendend for use in wooden supporting structures.
III. Prices, payment terms and defaults
1. The Buyer shall pay for the goods the price provided by the Seller in a VAT invoice or in a pro-forma invoice.
2. The Buyer shall bear the costs of all taxes, customs and other charges which it is obliged to pay when accepting the delivery, while the Seller, in the case of the export of goods, shall bear the costs of customs clearances and other obligatory charges to be paid in Poland.
4. If the price rates are specified in a currency other than the Polish zloty (PLN), then the price in the invoice shall be the PLN equivalent of a given rate in a foreign currency at the average exchange rate of the currency announced by the National Bank of Poland on the date preceding the invoice issue date.
5. If, after the conclusion of the contract, any import charges, charges related to intra-Community acquisition of goods, a tax or any other public charge are imposed, or the rates of such fees, taxes or charges or exchange rates change, the Seller may amend the price accordingly, even if it has not been provided for in the contract between the Parties.
6. If, in their arrangements, the parties do not indicate whether the rates or prices are net or gross rates or prices, they shall always be considered to be net rates to which taxes (in particular VAT) shall be added at the rates applicable at a given time.
7. The payment shall be made by the deadline provided in the invoice in accordance with the parties' arrangements and, in the absence of such arrangements, within maximum 30 days from the date of releasing the goods to the Buyer.
8. If the goods ordered by the Buyer are ready to be collected, the Buyer shall be obliged to confirm by e-mail or by telephone the date of the receipt of the goods by the Buyer.
9. The Seller shall not charge the costs of storing the goods ordered by the Buyer only if the Buyer collects the goods within 30 days from the day when the goods were ready for collection by the deadline provided in the order confirmation.
10. The Seller may issue an invoice with the payment deadline and on financial terms as agreed between the Parties for the Buyer also when the ordered goods are not collected by the Buyer within 14 days from the day when the goods were ready for collection by the deadline provided in the order confirmation.
11. If the Buyer fails to collect the goods by the agreed deadline, the price and other due amounts must still be paid as if the goods were released in accordance with the order.
12. If the Buyer fails to perform any of its obligations within 7 days from the end of the set deadline, the Seller may:
a. terminate the contract upon a written notice without any additional calls for the Buyer to perform such obligations;
b. or postpone the order completion date until the receipt of the expected information from the Buyer.
13. After the deadline specified in the preceding clause, the Seller may also, retaining the right to terminate the contract at any time, store the goods at any location at the Buyer's risk and cost and demand that the Buyer perform the contract and, additionally, pay such storage costs. The cost of storing the goods in the Seller's warehouse up to 14 days from making the goods available to the Buyer shall be included in the price of the goods. Storing the goods after this period by the Seller in its warehouse shall result in the right to charge a daily net fee of PLN 20.00.
14. Irrespective of the content of the preceding clauses, the Seller may claim damages to the extent to which the damage suffered by it exceeds the value of reserved liquidated damages.
15. The date of the payment shall be deemed to be the date of crediting the Seller's bank account with a given amount. In the event of the Buyer’s default in payment, the Seller mayclaim the payment by the Buyer of the interest as per applicable law (statutory default interest). In the event of the Buyer’s default in payment, the Seller shall automatically issue an interest note and send it to the Buyer.
16. If there is a reasonable suspicion that the Buyer will fail to satisfy its payment obligation, the Seller may demand, prior to the release of the goods and irrespective of the payment deadline set earlier, the payment of the entire amount due.
17. Making any reservations, comments or complaints by the Buyer and their handling shall not interrupt the payment deadline.
18. The purchase price shall be paid in full by the set deadline.
19. If the payment is not made when due, the Seller may:
a. delay the performance of its obligations until outstanding payments are made;
b. demand an appropriate extension of the deadline for the delivery or performance of a service;
c. demand the payment of the entire outstanding amount;
d. in the event of a failure to meet the obligations by the additional deadline, terminate the contract, also with the right for the Seller to terminate the entire contract in the case of partial shipment.
20. The Buyer, in the event of any termination of the contract by the Seller, shall immediately pay to the Seller the termination charge equal to 10% of the price and pay for any losses in excess of this amount.
21. In the event of court enforcement proceedings against the Buyer or any Seller’s doubtsconcerning the Buyer’s payment capabilities, the Seller may:
a. demand immediate payment of all amounts due irrespective of their payment deadlines;
b. withhold all deliveries under the contracts not performed so far and withhold further deliveries only on the basis of a prepayment. If the Buyer refuses to pay the advance, the Seller may terminate the contract and claim compensation for damages.
IV. ORDER COMPLETION
1. The order completion deadline shall be provided in the order confirmation issued by the Seller.
2. Before the scheduled date of the goods collection, the Buyer shall agree with the Seller, by phone or e-mail, the date and time of the collection of the goods.
3. In the case of delayed order completion for reasons not attributable to the Seller, the order completion deadline shall be extended with the period when the obstacle prevented the Seller from timely completion of the order. In the case of delayed order completion, the Seller shall immediately inform the Buyer about the reason for the delay and the new expected order completion date.
V. Deliveries, the obligation to check the quality of the goods and the consequences of failures to meet deadlines
1. Unless the parties agree otherwise in writing, the ordered goods shall be delivered at the Buyer's cost according to the mutually agreed shipping rules.
2.The Seller shall not be liable for losses in, changes of or damage to the goods occurring during transport. Damage to the goods shall not discharge the Buyer from the obligation to pay for the goods and shall not entitle the Buyer to demand delivery of defect-free goods or to demand the payment of compensation (correction of the invoice).
4. At the Buyer’s express request, the Seller shall insure the transport of the goods at the Buyer’s cost.
5. If the goods are delivered by an independent Carrier, the liability for the goods shall pass to the Buyer upon the release of the goods to the Carrier if it was hired by the Buyer.
6. In the event when the Buyer collects the goods from the Seller's warehouse using its own means of transport, it shall assume the liability for the goods upon the release of the goods from the Seller's warehouse to the person driving the Buyer's means of transport.The Buyer shall comply with the Seller's instructions concerning the conditions of the goods transport which it acknowledges.
7. When the arrangements of the parties do not contain specific information on the goods quality and packaging, it will be presumed that the delivered goods should be of the quality corresponding to average requirements for a given type of goods.
8. The costs of packaging other than the packaging specified above which was requested by the Buyer shall be born by the Buyer at the value of the Seller’s own costs. The Buyer may also be charged with the costs of the requested protection of or insurance for the goods during transport.
9. The Buyer shall check, in particular, the condition of the shipment (cargo) and the quality, quantity and range of delivered goods immediately after their delivery (release) and make a proper note on the bill of lading or other proof of delivery, and shall immediately notify the Carrier (in accordance with the relevant transport regulations) and the Seller in writing of any objections related to that, and shall allow the Seller's representative to examine immediately intact goods. The acceptance of the goods by the Buyer without their examination or the failure to raise objections immediately after the examination of the goods shall be considered as the confirmation that the goods have been delivered correctly, in the correct quantity and have the correct features and properties.
10. Under pain of losing the right to assert any claims against the Seller due to defects of the goods or non-compliance of the delivery with the order or its confirmation, the Buyer shall comply with all the formalities provided for above in the preceding sections, particularly, shall notify the Seller of any irregularities found immediately upon their finding, however not later than at the time when, in accordance with the provisions above, the finding of an irregularity was possible.
11. When a party becomes aware that it will not be able to meet the agreed deadline, it should notify the other party immediately, providing also the expected date of fulfilling the obligations the performance of which is delayed.
12. If the delivery date is postponed due to circumstances for which the Seller is not exclusively responsible, in particular the circumstances provided for in these General Terms and Conditions of Sales, the Seller may postpone subsequent deliveries in a proportional manner and is not liable for the consequences of such a transfer.
VI. Complaints
1. The Buyer shall carefully inspect the goods upon their receipt and notify in writing about:
a. any quantity shortages at the time of the receipt of the goods;
b. any quality defects at the time of the receipt of the goods;
The failure to meet the deadlines provided above shall result in the expiration of all the Buyer’s claims due to quality and quantity complaints.
2. If the defect notification is submitted in due time and the Seller confirms the existence of the defect, then it may, at its own discretion:
a. remove the defect if it is technically and technologically possible;
b. replace the product with a new product;
c. or take back the defective goods and credit the bank account with the amount of the purchase price or grant a price discount.
The Buyer is not entitled to any other rights, including the demand for the reimbursement of lost profits.
3. The Buyer is not entitled to withhold payments due to claims under statutory warranty or other claims, regardless of their type.
4. The Seller is liable for damage only in the event of intentional action. The Seller is not liable for consequential damages, in particular for lost profits etc.
5. Defective goods may be returned only with the prior express consent of the Seller. If the goods are returned without prior consent, the Seller may refuse to accept the returned goods and send them back to the Buyer at its expense.
6. If, during the use of the goods, it turns out that they are defective, the Buyer must refrain from further using of the goods. The Buyer shall protect the defective goods and store them until their replacement or return.
7. The Seller’s liability for defects or shortages of the goods shall be limited only to the obligations described in these GTCS and it shall never include monetary compensation. The provisions of section VI modify the provisions on the statutory warranty for defects in sold items provided for in the Polish Civil Code.
VII. Liability
1. Any Seller’s liability related to the conclusion of the contract or the sales of the goods, regardless of the nature of such liability, shall not cover the remediation of damage related to expected benefits, lost profit, production losses, the loss of market reputation etc.
2. Any Seller’s liability related to the conclusion of the contract or the sales of the goods, regardless of the nature of such liability, may not exceed in total 40% of the net price of the goods to which the circumstances that were the basis of the Seller's liability pertained.
3. As a principle, the Buyer shall be fully and exclusively liable for the manner of using the goods.
4. In addition to the aforementioned liability for defects in the goods, the Buyer has no right to any compensation for any damage caused by the goods (including a hazardous product) or in connection with their possession or use, except for mandatory liability resulting directly from mandatory provisions of law.
VIII. Settlement of disputes and applicable law
1. Any disputes that may arise between parties and which may be related to relations based on sales agreements concluded by the parties or other agreements to which these General Terms and Conditions of Sales would apply, shall be resolved only by the common court having jurisdiction related to subject matter and territorial jurisdiction over the Seller’s registered office, and according to Polish law.
2. In the case of each order or sales contract under which the Seller sells any goods to the Buyer, these General Terms and Conditions of Sales shall apply (if the Buyer has been informed about them or could have easily read them in any form and at any time, and if the parties did not exclude in writing the application of all or some of such terms and conditions) and, to matters not governed by these GTCS, the relevant provisions of the Polish Civil Code and other mandatory legal acts shall apply.
3.Irrespective of these General Terms and Conditions of Sales, a contract between the parties may be amended accordingly in the case of enacting mandatory legal acts providing for additional obligations of the parties. In particular, the Seller may invoke any amendments in regulations and circumstances which may result in changes of the business costs or public charges/obligations, and thus changes of the conditions of the offer made by the Seller or the contract already concluded between the parties but not yet performed.
IX. Miscellaneous
1. Unless the parties agree otherwise in writing, it shall be presumed that the Seller’s obligation does not cover any other activities apart from the release to the Buyer of the goods subject to the contract between the parties and the transfer to the Buyer of the ownership of the goods upon the payment of the selling price by the Buyer (in particular, the Seller's obligation does not cover technical service regarding the use of the goods).
2. Apart from circumstances regulated in these GTCS otherwise, the following circumstances may constitute, without any consequences for the parties, grounds for the termination of the contract, if they occur after the conclusion of the contract and hinder its performance materially: conflicts with employees and any other circumstances beyond the control of a given party (e.g. force majeure), including, but not limited to, fire, war, mobilisation or unpredictable military service conscription, other events of similar range or significance, requisitions, seizures, currency restrictions, uprisings and riots, insufficient means of transport, general shortages of goods, writing-off a part of production or fixed or current assets, restrictions on means of propulsion and defects or delays or infringements on the part of carriers, producers or subcontractors of goods being sold or of other third parties. In addition, a given party shall not be liable for any consequences of the behaviour of the other party or third parties, for the behaviour of which the party is not legally liable. If the contract cannot be performed in a timely manner, each party may terminate this contract in relation to the part thereof the performance of which has been hindered for the aforementioned reasons.
Aneta Trzaskalska
President of the Board of Directors of the General Partner
ARO Spółka z ograniczoną odpowiedzialnością
in ARO Spółka z ograniczoną odpowiedzialnością Spółka Komandytowa