General terms of delivery

General terms and conditions concerning delivery of goods by KB Folie Polska Spółka z ograniczoną odpowiedzialnością (limited liability company).

General terms and conditions concerning delivery of goods by

KB Folie Polska Spółka z ograniczoną odpowiedzialnością (limited liability company)

with its registered office in Warsaw dated 2nd January 2017

§ 1.

GENERAL PROVISIONS

  1. General terms and conditions concerning delivery (further referred to as the GTCCD) specify the general principles for entering into all agreements for delivery of goods offered by KB Folie Polska Spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw and they constitute an inseparable part of all agreements.

  2. Terms used in the GTCCD shall mean:

Supplier – KB Folie Polska Spółka z ograniczoną odpowiedzialnością with its registered office in Warsaw.

Recipient – an entity being a party to a sales agreement who purchases goods and/or services from the Supplier.

Parties – Recipient and Supplier.

Goods – products and services manufactured and provided by the Supplier upon request and in compliance with the generic, qualitative and quantitative specification of the Recipient.

Order – Delivery agreement between the Supplier and the Recipient.

  1. General terms and conditions concerning delivery constitute a complete and the only regulation binding the Parties concerning sale of goods offered by the Supplier.

  2. The Recipient is obliged to read the General terms and conditions concerning delivery. Failing to read the General terms and conditions concerning delivery by the Recipient shall not exempt them from the obligation to follow their provisions.

  3. Placing an order by the Recipient means acceptance of the terms and conditions outlined below.

  4. The content of the General terms and conditions concerning delivery is available at the registered office of KB Folie Polska Spółka z ograniczoną odpowiedzialnością as well as on the following website: www.kbfolie.pl

§ 2.

ENTERING INTO AGREEMENTS - ORDERS

  1. A condition for delivery of goods is entering into a delivery agreement between the Supplier and the Recipient simultaneously establishing the commercial conditions applying during its implementation.

  2. Offers forwarded via telephone, mail, fax or e-mail do not constitute the basis to enter into any agreement. Agreements are entered into exclusively according to the principles indicated in sections 3-5 below, i.e. after the receipt of a written order from the Recipients and sending a written order confirmation by the Supplier.

  3. The basis to enter into a delivery agreement is to place an order by the Recipient constituting a response to the offer issued by the Supplier.

    If the Recipient introduces any changes or modifications into the offer, the agreement between the parties shall be concluded as of the confirmation of the Supplier about accepting the order.

  1. If the Recipient places an order, even if the Supplier does not send the sales offer, the agreement shall be concluded as of the confirmation of the Suppliers about accepting the order.

    The Supplier confirms acceptance of the order within 3 business days from the day of receiving it. The parties exclude any possibilities of implied (silent) agreement provided for by law.

  1. If the order is placed under conditions specified in section 3 above, the Supplier can accept the order introducing changes or modifications in it. In such a case the Recipient, having obtained the modified order, is obliged to confirm it within 1 business day from the day of its delivery. If the Recipient fails to confirm it, it is considered to be accepted.

  2. Orders placed by the Recipient in all cases are considered to be orders placed by a person authorized to submit declarations of intend on behalf of the Recipient.

  3. The Recipient shall provide the following in the order:

a. order reference number,

b. expected delivery date,

c. exact delivery address,

d. exact name of goods,

e. quantitates ordered,

f. net prices of goods.

  1. The Recipient acknowledges that the Supplier implements production upon individual orders. Therefore and in relation to manufacturing technology limitations, the quantity presented in the order may – in the case of the lack of special arrangements concerning admissibility of deviations in the quantity – be considered to be only approximate. The Supplier will adhere to the ordered quantitates as much as possible, however the following tolerance levels in the quantity of goods in accordance with the established technical conditions are accepted:

- weight / quantity tolerance: +/- 10.0 %.

  1. Cancellation by the Recipient of the order confirmed by the Supplier requires written consent of the Supplier.

§ 3.

PRICE

  1. The price of the goods is confirmed in the delivery agreement.

  2. The price is increased by VAT applicable according to relevant provisions of law.

§ 4.

ORDER COMPLETION DATE

  1. Orders are implemented within a time period established between the Supplier and the Recipient each time.

  2. Delays in the implementation of deliveries due to force majeure, strikes, production stoppages, shortages of raw materials, interference of state institutions as well as due to events which significantly complicate deliveries, including changes in orders made by the Recipient for which the Supplier is not responsible, shall entitle the Supplier to be able to extend the completion date by the duration of the delay as well as the time necessary to re-implement operations – in the case of the above-mentioned circumstances.

  3. The Supplier reserves the possibility to withdraw from the agreement. If delays are extended, the Supplier shall notify the Recipient about the commencement and completion of delays in the implementation of deliveries immediately after finding out about them.

  4. If a delivery cannot be implemented on time, the Supplier shall notify the Recipient about the new order completion date.

§ 5.

MANNER, PLACE AND DATE OF DELIVERY OF GOODS

  1. The manner and place of delivery/receipt of Goods shall be determined by the Recipient.

  2. If the Recipient delays timely receipt of goods, the Supplier has the right to charge a contractual fee in the amount constituting 1% of the value of goods which have not been received for each day of delay, calculated from the following day after the date when the goods should be received.

  3. The extended date of delivery/receipt of Goods cannot exceed 30 days.

  4. In the case of the extended date of delivery/receipt of Goods the Supplier has the right to send the entire quantity of the unreceived goods with the VAT invoice for the delivered Goods to the Recipient as well as charge them with costs listed in section 2 above.

  5. In the case of deliveries of Goods on returnable EPAL pallets, the Recipient shall return the pallets to the Supplier undamaged immediately, but no later than within 30 days from the day of delivery. Otherwise, the Supplier shall charge the Recipient with the cost of unreturned pallets in the amount of 30.00 PLN per pallet.

§ 6.

DOCUMENTING DELIVERIES/RECEIPT OF GOODS. DOCUMENTING SALE

  1. A document of delivery/receipt of Goods is “the Proof of Delivery” issued by the Supplier.

  2. The Recipient shall confirm the receipt of Goods by stamping the document of delivery and signing it by a person authorized to accept the delivery. Moreover, in the confirmation of receipt the date of receiving the delivery must be included.

  3. Each delivery/receipt requires issuance of a VAT invoice.

  4. VAT invoices shall be sent via e-mail or mail to the address specified by the Recipient.

  5. Quality Certifications shall be attached to the delivery each time.

§ 7.

COMPLAINTS

  1. The Recipient shall verify the quality of collective packages (pallets) upon receipt. If any incompliances are recognized, the Recipient shall prepare a relevant protocol signed by representatives of the Recipient and the Supplier. A relevant record should be also included in all documents attached to the delivery. Documents should be sent to the Supplier no later than within 3 days from recognizing the incompliance.

  2. The Recipient shall verify the quantity of the delivered goods no later than within 24 hours from the date of receipt. If any incompliance is recognized, the Recipient should send a relevant protocol to the Supplier no later than within 3 days from recognizing shortages. If the Recipient fails to fulfill this obligation, the Supplier shall not be liable for noncompliance of the goods concerning their quantity.

  3. All complaints should be submitted to the following e-mail address: jakosc@kbfolie.pl.

  4. The Supplier should settle the complaint within 14 days from the day of receiving a complaint and within this time send a response to the Recipient. Settling the submitted complaint is conditioned by providing the entire faulty goods to the Supplier by the Recipient upon the Supplier’s request.

  5. If the analysis of the cause of the complaint requires additional activities, for instance consultation with suppliers of components or providers of services, conducting tests, analyses, etc., the completion time of complaint proceedings may be extended.

§ 8.

FINANCIAL SETTLEMENTS

  1. Payment for the delivered goods shall be made via bank transfer to the account specified by the Supplier based on the VAT invoice.

  2. Payment shall be considered to be complete when the funds are credited on the bank account of the Supplier.

  3. In the case of delay, the Supplier is entitled to charge interest for delay in the contractual amount.

  4. If the Recipient fails to make the complete or partial payment for any delivered goods, the Supplier is entitled to withhold acceptance of further orders or the implementation of the accepted order until the due payments are paid in full without suffering any consequences for it.

§ 9.

RISK OF LOSS OR DAMAGE

  1. The risk of loss or damage of goods shall be transferred from the Supplier to the Recipient when goods are released, and in the case of entrusting goods to a carrier when the goods are received by the carrier, regardless of who carries the costs of transport.

  2. In the case of personal receipt of goods by the Recipient, the risk of loss or damage of goods shall be transferred to them upon releasing the goods.

§ 10.

LIABILITY OF THE SUPPLIER

  1. The Supplier shall be liable for failing to perform or performing an obligation resulting from the agreement with the Recipient improperly, as a consequence of a wrongful act or omission.

  2. This liability shall be limited only to actual damage suffered by the Recipient, however not higher than the value of the order which was not implemented or implemented improperly, or another obligation of the Supplier.

§ 11.

FINAL PROVISIONS

  1. If the Recipient cancels an order, the recipient shall pay the Supplier relevant compensation for purchases the Supplier could not use for other purposes based on a detailed list of costs incurred by the Supplier, which were objectively justified at a given stage of order implementation.

  2. The parties shall specify the addresses and telephone numbers, faxes and e-mail addresses when an order is placed. If the above-mentioned data is not specified, the parties shall consider the contact details resulting from relevant registers and records to be correct.

  3. If the Recipient applies the General Terms and Conditions of Purchases in the delivery agreement, these General Terms and Conditions concerning Deliveries shall prevail.

  4. If any of the General Terms and Conditions concerning Deliveries are considered to be invalid or failing to produce legal effects, it shall not impact the binding nature of the remaining provisions. In such a case the parties shall assume provisions which will reflect the previous intent of the parties in an efficient manner.

  5. All disputes arising between the parties in relation to entering into or executing the agreement shall be settled only by Polish common courts provided that within the competence of common courts the parties shall have all disputes settled by the court competent for the registered office of the Supplier.

  6. Provisions of section 5 above shall not exclude the possibility that the Supplier makes claims arising from the delivery agreement to another court locally and materially competent pursuant to the provisions of Polish Civil procedure.

  7. The only governing law shall be Polish law.

  8. In matters not settled in these terms and conditions, the provisions of the Civil Code and other applicable provisions shall apply.

  9. All changes or supplements of these GTCCD shall require written form under pain of nullity.

  10. The document of the General Terms and Conditions concerning Deliveries shall enter into force on 2nd January 2017.