GENERAL TERMS AND CONDITIONS OF SALE
provided by VOLTROG SP. Z O.O. as of 02/01/2023
I. General provision
1. These General Terms and Conditions of Sale constitute the General Terms and Conditions of Sale in the meaning of Article 384 of the Civil Code and shall apply to all contracts for the sale of goods concluded by VOLTROG Sp. z o.o. as the Seller.
2. The provisions of these Rules and Regulations shall not apply if the Buyer is a natural person who purchases goods for purposes not connected with his/her economic or professional activity.
3. As used in the remainder of these general terms and conditions of sale, the following terms shall mean:
- General Terms and Conditions - these "General Terms and Conditions of Sale provided by VOLTROG Sp. z o.o. based in Mikołów;
- Seller - VOLTROG Sp. z o.o. based in Mikołów;
- Buyer - the other party to the contract of sale (the contracting party of VOLTROG Sp. z o.o.) - Parties - the Seller and the Buyer;
- Goods - commercial goods and products manufactured and/or sold by VOLTROG Sp. z o.o. under the agreement with the Contractor or on the basis of the contractor's order.
4. These General Terms and Conditions of Sale or the written order confirmation shall be the complete and only contractual regulation binding upon the parties with regard to the purchase and sale of goods.
5. In special cases, the parties may conclude other arrangements in the form of a written annex under pain of nullity.
6. The conclusion of a separate sales contract shall exclude the application of these General Terms and Conditions only to the extent otherwise regulated therein.
II. Contract conclusion
1. Any agreements, assurances, promises and guarantees made orally by the Seller's employees or representatives in connection with the conclusion of a contract, submission of an offer or confirmation of an order shall not be binding and cannot be the basis for any claims against the Seller.
2. The terms and conditions of the contract may be agreed by email or fax.
3. All possibilities provided by law for the tacit (implied) conclusion of a contract are excluded.
4. The basis for the conclusion of the sales contract, also in the case of an offer by the Seller, is a written order from the Buyer by persons authorised to represent the Buyer and confirmation of the order by the Seller by persons authorised to represent the Seller. Failure to place a written order and to confirm such an order in the manner indicated shall mean that the contract of sale has not been concluded. The contract of sale is concluded upon the delivery of the statements of the other party.
5. If, for reasons beyond the Seller's control, the Seller is unable to fulfil the contract in whole or in part, the Seller shall be entitled to withdraw from the contract in whole or in part. This right shall continue until the delivery/collection date agreed upon by the parties. The Seller shall not be liable for any damage incurred by the Buyer and/or the Buyer's business partners or contractors as a result. Seller's withdrawal from the contract and cannot be the basis for any claims against the Seller.
III. Passing of risk
The risk of loss of or damage to the goods shall pass from the Seller to the Buyer upon delivery of the goods to the Buyer or, if the goods are entrusted to a carrier appointed by the Buyer, upon delivery of the goods to the carrier, regardless of who bears the transport costs.
1. The price for the goods sold will be specified each time in the order confirmation.
2. In the event of a reduction in the quantity of goods sold to the Buyer of more than 5%, for reasons beyond the Seller's control, the Seller reserves the right to increase prices, change other commercial terms and conditions and the delivery schedule or withdraw from the contract in whole or in part.
3. The buyer shall pay the price by the date indicated in the order confirmation or in the contract or, if no date is indicated therein, by the date indicated in the VAT invoice issued by the seller.
4. Payment is deemed to have been made when the funds are credited to the Seller's bank account.
5. If, after the conclusion of the contract, circumstances arise that justify an increase in the price of the goods, in particular an increase in customs duties, the introduction of additional duties, the introduction of other public charges, the Seller shall have the right to increase the price of the goods unilaterally, indicating the reason for the increase. The increase may not be higher than the actual increase in the price elements.
6. The prices quoted by the Seller are net prices and will be increased by value added tax at the applicable rates.
7. In the event that the Buyer is in default of payment under any sales contract between the parties, the Seller shall have the right to withhold the performance of all concluded contracts (including the delivery of the goods) until the Buyer has paid all amounts due, including interest. If the delay of any payment to the Seller exceeds 7 days, the Seller may withdraw from the sales contract without setting a grace period. The Seller is not liable for any damage resulting from these reasons. Seller's withdrawal from the contract for the above mentioned reasons and cannot be the basis for any claims against the Seller.
8. If the Seller has granted the Buyer in the contract (deferred payment), the seller may revoke or amend it at any time. This right applies to all contracts and orders the subject matter of which has not yet been delivered to the Buyer. In this case, the buyer is obliged to pay for the goods before delivery.
1. The Seller shall have the right to make the performance of the agreement conditional upon the Buyer providing security for the Seller's present or future receivables in a form acceptable to the Seller, e.g. in the form of a blank bill of exchange, blank bill of exchange with surety, bank guarantee, letter of credit, payment of an advance or deposit, mortgage, pledge, assignment, transfer of ownership.
2. The Seller has the right to make the performance of the contract conditional on the allocation of a trade credit insurance limit for the buyer with a company that insures his receivables.
3. The provision of security should take place before the date on which the goods are first released to the Buyer. If the Buyer fails to provide security within this period, the Seller has the right to withhold delivery of the goods.
4. The Seller may release the Buyer from the requirement to provide security in writing..
VI. Order processing
1. The Seller reserves the right to postpone the completion date or cancel the order confirmation in the event of failure, cancellation or delay of deliveries by the Seller's manufacturer or supplier or other unforeseen fortuitous events which the Seller could not overcome and which, moreover, the Seller did not and could not foresee.
2. The Seller is also not liable for force majeure. Force majeure shall be understood as an event that could not have been foreseen with the diligence required in commercial relations, which is external to the Seller and which he could not have resisted by acting with due diligence. Force majeure events are in particular: general strike, internal strife at home or abroad, blockade of border crossings, ports or other common points of entry or exit, export or import bans, earthquakes, floods, epidemics and other events of elementary natural forces, which the Seller could not overcome and which, moreover, he did not foresee and could not have foreseen.
VII. Receipt of goods
1. The Buyer shall carefully and thoroughly examine the goods upon receipt in terms of quantity, compliance with the technical specifications set out in the contract and for any visible defects. The accompanying documentation of the goods is also checked. Signing the delivery document is tantamount to stating that the parameters indicated are in accordance with the contract and that there are no defects that could have been detected with careful and thorough examination of the goods on receipt. The Buyer may not exempt himself from the obligations set out in this paragraph and from the consequences of failing to observe them by invoking accepted marketing and acceptance practices.
2. The parties agree that the cost of loading the goods onto the means of transport shall be borne by the Seller and the cost of unloading by the Buyer, irrespective of who bears the cost of transport.
3. The ordered goods must be collected within 3 working days from the date indicated in the order confirmation. If a different collection/delivery date is agreed by the Seller, the deadline is calculated from this date.
4. Failure to collect the goods by the Buyer within the time limit specified in section 3 shall result in, at the Seller's choice:
a) transferring the goods to the warehouse of goods awaiting dispatch and charging a storage fee of PLN 10 per tonne for each day of delay and charging the Buyer with any transport costs incurred for the uncollected goods, or
b) withdrawal from the contract and charging the Buyer with all resulting costs.
VIII. Defects in the goods sold
1. The Buyer must notify the Seller immediately (no later than within 5 days) of any defects that cannot be detected despite a very careful inspection upon acceptance, otherwise the Buyer shall lose his warranty rights and formulate any claims against the Seller.
2. Notification of a defect in the goods must, in order to be valid, be made in writing with acknowledgement of receipt, whereby the Buyer undertakes to make the defective goods in the delivery condition available for inspection by the Seller at the Seller's every request. If the goods have been processed, the Seller's liability for defects in the goods shall cease. The Buyer is obliged, under pain of rejection and non-recognition of the complaint, to provide all parameters of the goods, circumstances of purchase, transport, storage, production, processing of the goods and, at the Seller's request, also other documents, photos and information necessary to consider the complaint. The refusal to provide additional explanations, to complete the necessary documents will be tantamount to the Buyer withdrawing the complaint.
3. If, in the opinion of the Seller, it is necessary to have a technical expertise carried out by a jointly approved testing institution in order to ascertain defects, the Seller shall take a position on the defectiveness of the goods in consultation with the manufacturer after obtaining the relevant expertise. In order for a complaint to be valid and for complaint action to be taken with the manufacturer, this expertise must be provided by the buyer at his/her own expense. The Seller reserves the right to carry out its own expert opinion if the results of the expert opinion provided by the buyer raise doubts for him or the manufacturer.
4. The complaint will be accepted in writing under pain of invalidity, after the Seller has inspected the goods in question and, if necessary, conducted an expert examination. If the complaint is upheld, the Seller shall undertake to replace the defective goods at his own expense with defect-free goods within a period agreed by the parties. If the replacement of the goods is impossible or involves additional expenses for the Seller, the Seller shall have the right to refuse to replace the goods and to refund the Buyer the relevant part of the price.
5. The Seller is relieved of liability for warranty and improper contract performance if the defects of the goods are caused by improper storage or internal transport at the buyer or his business partner.
6. The Buyer may not rely on defects in the goods in the event that the purchaser uses an inappropriate technological process and purchases the wrong material in relation to the requirements of the processes and technical documentation.
7. The Seller's liability under warranty shall also be excluded if the Buyer has repaired the goods without the Seller's written consent or, prior to the inspection and complaint processing, has sold, processed himself or his business partner a part or all of the purchased goods, knowing of their shortcomings, damage or incorrect parameters.
8. The Seller does not guarantee the suitability of the goods for a particular application. The risk of destination and use of the contractual goods shall be borne solely by the Buyer. Any information provided by the Seller in this respect, if any, is a courtesy and may not be used as a basis for specific application.
9. The Seller shall not be liable to the Buyer for the sale of goods marked as "second quality", "third quality", "undersized goods", "goods without a certificate", "goods without a right of claim", "waste" or any other similar notices, even if the related technical documentation has been handed over. The Seller's liability under warranty is also excluded in this case.
10. The initiation of a complaint procedure does not release the Buyer from his obligation to pay the price for the goods issued.
IX. Late payment and release, liability.
1. If the Buyer delays payment of all or part of the price, the Buyer shall pay interest to the Seller at the current rate of interest on arrears of taxation pursuant to Art. 7 of the Act of 7 September 2004. from 12/06/2003 on payment terms in commercial transactions.
2. The Seller shall be free of any liability in connection with late delivery of the goods when this is due to his supplier's failure to deliver on time.
3. The compensation for damage caused to the Buyer in connection with non-performance or undue performance of the contract shall in any case be limited to the net price of the contractual goods, whereby the Seller may only be liable for foreseeable and typical damage to the Buyer. In no event shall the Seller be liable for the Buyer's lost profits.
4. As all of the Seller's receivables may be insured, the Seller shall have the right to withdraw from the contract in whole or in part with immediate effect if the insurer withdraws the insurance cover for the Seller's receivables from the Buyer. In order to avoid termination of the contract, the Buyer may provide the Seller with additional security, the acceptance or otherwise of which is at the sole discretion of the Seller.
5. In the event that the Seller performs the contract only in part. The Buyer does not have the right (insofar as he will have such a right) to withdraw from the contract in the part executed.
X. Proof of export, value added tax
1. If the Buyer or his proxy, having their registered office outside the territory of the Republic of Poland receives the goods and transports or sends them to a country which is not a member of the European Union, they are obliged to submit to the Seller a copy of a document required by tax regulations in which a customs office specified in customs regulations confirmed the export of goods outside the territory of the European Union and from which the identity of the goods delivered by the Seller with the goods exported outside the territory of the European Union results. If this document is not presented by the Buyer by the 25th day of the month following the calendar month of receipt of the goods, the Seller shall charge the Buyer the amount of value added tax at the rate applicable to domestic sales for the goods supplied, together with any interest due. If this document is subsequently presented by the buyer, the seller will correct the previous VAT charge.
2. In the case of delivery from the territory of the Republic of Poland to another European Union country, the Buyer is obliged to provide the Seller with its valid identification number for intra-Community transactions, under which it conducts its business on the territory of a European Union country other than Poland, and to present documents unambiguously confirming that the goods delivered by the Seller have been exported from the territory of Poland and delivered to the Buyer on the territory of another European Union member state, in particular: transport documents received by the carrier (freight forwarder) responsible for the export of goods from the territory of Poland, which clearly indicate that the goods were delivered to their destination in the territory of another EU country. In the absence of a consignment note as indicated above, the Buyer is obliged to produce other documents clearly proving the delivery of the goods to the consignee in the country of destination. If the above documents are not presented by the Buyer by the 25th day of the month following the calendar month of receipt of the goods, the Seller shall charge the Buyer the amount of value added tax at the rate applicable to domestic sales for the goods supplied, together with any interest due. If this document is subsequently presented by the buyer, the seller will correct the previous VAT charge.
3. The Seller may, at his own discretion, make sales outside the territory of Poland with VAT charged, and after the Buyer has sent the documents confirming leaving the territory of Poland and arriving at the destination, make the appropriate correction to the invoice/invoice and make the appropriate refund of the amount from the original invoice/invoice or make the appropriate set-off with the receivables due from the Buyer.
XI. Jurisdiction of the court and the law.
1. The competent court for any disputes will be the District Court in Mikołów.
2. Only the provisions of Polish law shall apply to the contract.
XII. Other provisions
1. The Buyer's receivables from the Seller may not be the subject of any legal action without the written consent of the Seller.
2. The titles of the individual clauses of these General Terms and Conditions are inserted for ease of reference only and have no legal significance, and consequently the text of the General Terms and Conditions cannot be interpreted on their basis.
3. Should individual provisions of these General Terms and Conditions prove to be invalid or ineffective, this shall not affect the validity and effectiveness of the remaining provisions. In such a case, the parties undertake to adopt such provisions that reflect the prior provisions in an effective manner.