General Terms And Conditions Of Sale of AKWIB sp. z o.o. sp. k. (the “Seller”)
1. Scope and Application
1.1. These General Terms and Conditions of Sale (the “GTCS”) govern all contracts of sale of goods concluded by AKWIB sp. z o.o. sp. k. as the seller.
1.2. The GTCS together with the Seller’s written order confirmation constitute the complete and exclusive contractual framework binding the parties in relation to the sale of goods.
1.3. In exceptional cases, the parties may, by written annex (under pain of nullity), agree special terms that deviate from these GTCS. Any separately executed sales agreement shall prevail over these GTCS solely to the extent expressly and differently regulated therein.
2. Definitions
For purposes of these GTCS:
- Buyer means the entity that is the counterparty to the sales contract with the Seller.
- Parties means the Seller and the Buyer collectively.
- Goods means commercial goods and products manufactured or sold by the Seller.
- Manufacturer means the manufacturer of the Goods sold by the Seller.
- Offer means a written declaration issued by the Seller to the Buyer, without any prior order from the Buyer, specifying, in particular, the Goods offered, price and delivery terms.
- Order means the Buyer’s written order for Goods offered by the Seller.
- Recipient means the entity to which Goods purchased by the Buyer are delivered (the Buyer and the Recipient may be different entities).
- Business Day(s) means Monday through Friday, excluding generally applicable public holidays.
3. Product Information
3.1. The Goods offered comprise cold-formed steel sections made from cold-rolled, hot-rolled and galvanized steel. Sections are produced in standard lengths. Upon the Customer’s request, sections may be cut to size and supplied in non-standard lengths.
3.2. Packaging and marking of sections conform to the Seller’s Technical Conditions. Any alternative packaging or marking requires the Seller’s prior approval.
3.3. All information in the Seller’s advertising or promotional materials (including weights, dimensions, quality, technical data and other specifications) is for information purposes only and shall be binding on the Seller only to the extent such information forms an express part of the contract concluded between the Parties.
4. Formation of the Contract
4.1. A sales contract is formed only upon: (i) the Buyer’s written Order duly signed in original by persons authorized to represent the Buyer, and (ii) the Seller’s written order confirmation duly signed in original by persons authorized to represent the Seller. Absent both documents, no sales contract is concluded. The contract is deemed concluded upon delivery of the foregoing declarations to the respective other Party.
4.2. Any legally permissible form of tacit (implied) contract conclusion is expressly excluded.
4.3. For the validity of contract formation or amendment, all declarations exchanged by the Parties in this regard must be delivered in writing via fax or email. This applies, in particular, to Offers, Orders and order confirmations.
4.4. If an Order does not specify compliance with a material standard or does not describe the required material quality, the Goods will be supplied as ordinary commercial goods, without liability for special quality requirements.
4.5. The Seller may modify Order specifications without notice to the Buyer, provided such modifications do not cause any inconvenience to the Buyer.
4.6. If, after placing an Order and its acceptance by the Seller, the Buyer cancels delivery, the Buyer shall compensate the Seller for all costs and lost profit and reimburse all expenses incurred by the Seller in connection with the Order and its cancellation.
5. Price and Payment Terms
5.1. The price and payment due date for the Goods shall be specified in the Seller’s order confirmation.
5.2. The Buyer shall pay the price by the due date indicated in the order confirmation or, if not specified therein, by the due date stated on the VAT invoice issued by the Seller. Payment is deemed made upon the funds’ credit to the Seller’s bank account.
5.3. In the event of delay in payment of any portion of the price, the Buyer shall pay statutory default interest, and the Seller may suspend further deliveries and performance of accepted Orders until payment is received. Buyer complaints do not entitle the Buyer to withhold payment.
5.4. Prices quoted by the Seller are net and shall be increased by VAT at the applicable rates.
5.5. The Seller may change payment terms at any time if informed of the Buyer’s deteriorating financial condition that may impede payment.
5.6. Orders with deferred payment are executed under an individual trade credit limit (debt limit) established by the Seller for the Buyer, indicating the Buyer’s maximum indebtedness. The trade limit is granted prior to the first sale on the basis of the Buyer’s registration documents and the security provided by the Buyer.
5.7. Goods are sold in quantities according to the units specified in the contract (linear meters, kilograms).
5.8. If, after contract conclusion, circumstances arise justifying a price increase (in particular increased customs duties, new additional customs charges or other public-law burdens), the Seller may unilaterally adjust the price by indicating the reason. Any increase shall not exceed the actual increase in price-forming elements.
5.9. Transactions with new clients are performed on a cash basis / advance prepayment.
6. Delivery; Transfer of Risk; Inspection; Loading/Unloading
6.1. An Order is deemed fully performed when the Goods are delivered subject to a tolerance of ±10% of the ordered quantity.
6.2. Delivery time and place shall be specified in the order confirmation. Deliveries are made at the prices agreed as of the date the price offer was presented and accepted by the Client.
6.3. In case of delay in Order performance, the Seller shall promptly inform the Client.
6.4. If Goods are originally packed in unopened packages, the Parties accept the Manufacturer’s actual weight stated on the package tag. If the Manufacturer’s tag is missing, the Parties accept the actual weight as determined by the Seller’s weighing. If Goods are not originally packaged and individual items are sold out of a package, the Parties accept the theoretical weight calculated according to relevant material standards.
6.5. If the Buyer fails to specify required documents in the Order, the Seller is not obliged to provide them upon later request.
6.6. The Buyer’s indication of a Recipient constitutes authorization for the Recipient to collect the Goods, with the same legal effect as collection by the Buyer.
6.7. The Seller may suspend Order performance if: (i) the Buyer’s indebtedness exceeds the granted trade limit; (ii) the Buyer is more than 30 days in arrears with any payment to the Seller; or (iii) the trade limit is changed or revoked.
6.8. The Parties agree that loading costs onto the means of transport are borne by the Seller, while unloading costs are borne by the Buyer, regardless of who pays transport costs. The Buyer shall ensure conditions and equipment necessary for efficient unloading. The Seller is not liable for damage occurring during unloading. For deliveries by the Seller’s road transport, the Seller may charge the Buyer for vehicle downtime caused by the Buyer.
6.9. The Buyer shall carefully inspect the Goods upon receipt for quantity and quality. The delivery document signed by the Buyer or the Recipient constitutes confirmation that the Goods and their parameters conform to the contract.
6.10. The Buyer must collect the Goods within 7 Business Days of the date indicated in the Order, or—if the Seller sets a different collection/delivery date—within 7 Business Days of such date. Failure to collect on time results in a storage fee of PLN 10 per ton for each day of delay. In such case, the Seller may rescind the contract and charge the Buyer with all resulting costs.
6.11. In case of delayed collection, the Buyer bears the risk of deterioration of the products, accidental destruction or loss not attributable to the Seller.
6.12. The Seller bears no liability for late delivery if caused by the Seller’s supplier’s failure to deliver on time.
6.13. Risk of loss or damage passes from the Seller to the Buyer upon delivery of the Goods to the Buyer, or, where the Goods are handed over to a carrier designated by the Buyer, upon delivery to such carrier, irrespective of who bears transport costs.
7. Complaints (Non-Conformity Claims)
7.1. Any quantitative or qualitative complaints regarding visible defects must be made at the time of receipt of the Goods and must reference the transport documents for the relevant delivery.
7.2. In B2B sales, the Buyer loses statutory warranty (rękojmia) rights if the Buyer fails to inspect the Goods in the time and manner customary for such goods and fails to promptly notify the Seller of any defect; where a defect becomes apparent later, the Buyer must promptly notify the Seller after discovery, but in any event no later than 30 days from the delivery date of the relevant batch.
7.3. Reporting quantitative or qualitative discrepancies upon receipt requires preparation of a discrepancy protocol and an entry on the transport document, signed by the carrier.
7.4. No claim shall arise where the actually delivered quantity differs by no more than ±1% from the quantity stated on the transport document.
7.5. For quality discrepancies, the Buyer must identify the non-conformity with the Order or the applicable material standard.
7.6. The complaint submission date is the date of the Buyer’s first written notice (by post, fax or email) of the defect. A complaint must state: product designation, batch number, quantity, reason for complaint, and the WZ document number.
7.7. Properly submitted complaints will be reviewed within 14 Business Days from notification; the Seller may extend this period if resolution depends on a testing institution.
7.8. The Buyer shall segregate and make the Goods available in delivery condition for the Seller’s inspection upon request and shall protect the Goods against adverse weather. Upon discovering a hidden defect during processing, the Buyer must immediately cease further processing. If the Goods are processed after notifying non-conformity, the Seller’s liability for defects expires.
7.9. Where a technical expert opinion by an independent expert is required to assess defects, the Buyer shall commission and obtain such opinion from an independent expert agreed by both Parties. The Seller will state its position after receiving the opinion.
7.10. Costs of the expert opinion and all other complaint-related costs (including travel costs of the Parties’ representatives and the costs of segregating, sorting and testing the Goods) shall be borne as follows: (i) if the complaint is upheld, all such costs are borne by the Seller; (ii) if the complaint is rejected as unfounded, all such costs are borne by the Buyer.
7.11. Acceptance or rejection of a complaint shall be made in writing after the Seller’s examination of the batch complained of, or, as applicable, after the independent expert opinion. If a complaint is upheld, the Seller shall, at its own cost and within a period agreed by the Parties, replace the defective Goods with conforming Goods. If replacement is impossible, the Seller may refuse replacement and refund the Buyer the appropriate portion of the price, provided it has been paid.
7.12. Initiation of complaint proceedings does not release the Buyer from timely payment for delivered Goods.
8. Force Majeure
8.1. The Parties shall not be liable for partial or total non-performance caused by force majeure, including extraordinary circumstances, strikes, disasters, war, terrorist attacks, and similar events.
8.2. Performance of the contract shall be suspended for the duration of the force majeure event.
9. Governing Law and Jurisdiction
9.1. Contracts concluded under these GTCS are governed exclusively by Polish law.
9.2. Any disputes arising between the Parties out of or in connection with these GTCS or any sales contract concluded between the Buyer and the Seller shall be resolved under Polish law by the courts in Poland having jurisdiction over the Seller’s registered office.
10. Final Provisions
10.1. If any provision of these GTCS is or becomes invalid or ineffective, the remaining provisions shall remain in full force and effect. The Parties shall replace any such provision with a valid and effective provision that most closely reflects the original intention.
10.2. Any amendments to these GTCS must be made in writing under pain of nullity. The Seller shall notify the Buyer of any amendments prior to contract conclusion.
10.3. These GTCS are made available to the Seller’s counterparties at www.akwib.pl/regulamin. The Seller shall inform the Buyer of any amendments by publishing the amended content at www.akwib.pl/regulamin.