General Conditions


These General Terms of Trade have a binding effect unless otherwise agreed by the Parties.
Verbal arrangements shall be valid only if confirmed in writing.

1. Quantity of the Goods
Partial deliveries are acceptable. The Buyer shall not be entitled to lodge quantity complaint regarding partial deliveries until the deliveries are completed.

2. Quality of the Goods
If not otherwise agreed, the goods shall conform to the manufacturer's quality standards. Slight deviations from the standard which do not make it impossible to use the goods for the intended purpose shall not entitle the Buyer to file a complaint.

3. Delivery
The delivery of the goods shall be effected for the account and at the risk of the Buyer:
- from the port of shipment - in case of sea transport,
- from the loading station - in the case of railway transport,
- from the manufacturing plant - in case of truck transport.
Freight clauses refer only to transport costs and not to take-over of the risks. Unless otherwise agreed, the way of transport and the means of transportation are at the Seller option.

4. Packaging
If not otherwise agreed, the type of packaging shall be at the Seller's option. The costs of packaging are included in the price of the goods.

5. Complaints
Complaints, if any, can be lodged within the following terms:
- quality complaints - within 30 days,
- quantity complaints - within 15 days
from the arrival of the goods at the place of destination.
Each complaint must be supported by proofs as arranged between the Parties.
No Buyer's claim resulting from complaint lodged shall be satisfied by making any deductions from the invoice amount.

6. Payment
The Buyer shall pay for the goods to the account No.29124041421978000048301161 at the Bank Pekao S.A. Oddział Bielsko-Biała (the Bielsko-Biała regional branch) (Swift PKOPPLPW) or by an irrevocable, divisible Letter of Credit opened with and confirmed by the said bank, payable
on presentation of documents specified in the Contract. The bank charges outside Poland shall be borne by the Buyer.
If the Buyer fails to open the Letter of Credit in due time or when the terms of the opened Letter of Credit differ from the stipulated in the Contract, the Seller shall be entitled to withdraw from the agreement and to demand payment of the costs borne and lost profit.

7. Transfer of Ownership
Delivered goods remain the Seller's property until the due amount is paid in full.

8. Re-export
Re-export of the goods is subject to obtaining a written consent of the Seller.

9. Place of Performance of the Contract
The place of the Contract performance shall be the place at which the goods are turned over to the forwarders or to the carrier to be shipped.
The place of performance of payment shall be the seat of the Seller's bank.

The business terms adopted in the Contract shall be constructed in accordance with the INCOTERMS 2020.

11. Substantive Law
To all issues not covered by this Contract the Polish substantive law shall apply.

12. Force Mayeure
The Parties shall not bear responsibility for partial or total non-fulfilment of the commitments under the Contract, if such non-fulfilment is due to force majeure.
Force majeure shall mean circumstances which appear after the conclusion of the Contract as a result of events of an extraordinary character, unforeseen and irreversible by the Parties.
The burden of proving the occurrence of circumstances releasing the debtor from the responsibility rests with the debtor. The debtor is obliged to notify the other Party of the circumstances occurred by a registered letter without delay, within one month at the latest. The circumstances releasing the debtor from the responsibility should be confirmed by the Chamber of Commerce of the debtor's country.

13. Arbitration
All disputes which may arise in connection with the performance of this Contract shall be resolved by the Arbitration Court of the Polish Chamber of Commerce, Warsaw according to the rules of the said court. The Parties shall deem the arbitration award final and they oblige themselves to execute it immediately.