GENERAL TERMS OF SALE (GTS)
Definitions and terminology
1.1. 'Seller' Electric Motors Manufacturing Plant BESEL SA, 49-300 Brzeg, ul. Elektryczna 8 Tax ID 7470006251 PL, REGON 530509199.
1.2. 'Buyer' a legal person, organisational unit without legal personality and one-man business trading based upon an entry into the Register of Business Activity (Art. 43 ind. 1 of the Civil Code).
1.3. 'Goods' - goods to be sold under the contract of sale concluded between Seller and Buyer.
1.4. 'Non-standard goods' - goods which according to Buyer's Order have been changed in relation to the goods being on Seller's standard offer, or labels or symbols applicable to Buyer have been plotted on the goods or packaging thereof.
1.5. 'Order' - a purchase offer for products made by Buyer in writing. It may be delivered by mail, courier, fax or e-mail, but it must include at least: a rage of ordered products, quantity, Buyer's details necessary for issuing a VAT invoice and the company details, address, contact details, method, date and place of delivery of the products ordered.
1.6. 'Confirmation' - a written statement of Seller confirming acceptance of the order, provided with Buyer within 3 days upon its reception specifying at least: price of goods, summary value of the ordered goods, date, place and method of delivery and terms of payment.
1.7. 'Sale' - type of a civil law contract in which Seller undertakes to transfer ownership of an item to Buyer and to give an item to Buyer and Buyer undertakes to collect such item and pay the price (Art. 535 of the Civil Code).
2. General provisions
2.1. General Terms of Sale are applicable to sale of goods and services offered by Seller to the benefit of an entity that makes the purchase for the purpose related to its business activity (it does not apply to consumers within the meaning of Art. 384 of the Civil Code).
2.2. Present General Terms of Sale are available at www.besel.pl website.
2.3. If Buyer sent its General Terms of Purchase/Order, present General Terms of Sale shall prevail.
2.4. Any changes to the provisions of General Terms of Sale proposed by Buyer while placing an order must be made by Buyer in writing, otherwise null and void.
2.5. Bilateral arrangements between the parties agreed upon and confirmed in writing shall take precedence over the provisions of General Terms of Sale.
2.6. To eliminate damage to goods in normal transport conditions Seller shall apply standard Seller's packaging and it shall be collect solely upon the prior agreement.
3. The scope of obligation
3.1. These General Terms of Sale in the wording of the date of order shall apply to all cases of sale made by Seller. Seller does not recognise other terms than provided herein, unless Seller gave its written consent to the application thereof.
3.2. General Terms of Sale shall form the integral part of any contract of sale and shall be applicable in such scope until a contract stipulates otherwise.
4. An order, conclusion of a contract of sale
4.1. Information provided in Seller's catalogues, brochures, advertisements and offers are not binding in any way whatsoever and are merely an invitation to negotiations.
4.2. An order should include the following information:
4.2.1. business name, detailed address, number and seat of an entry into the Register of Business Activity or the National Court Register [KRS], REGON [state statistical number of economic entities] of Seller (a relevant document to be attached),
4.2.2. Tax ID [NIP] (it does not apply to those Buyer who once filed such document),
4.2.4. reference to the offer (offer number),
4.2.5. specifying ordered goods with their trade name or an alphanumeric symbol in the offer,
4.2.6. date, place and terms of delivery of goods.
4.3. The written confirmation by Seller of an order placed by Buyer is deemed the formal conclusion of the contract. Placing an order by Buyer is not binding for Seller and a lack of Seller's reply does not mean the silent acceptance of such order.
4.4. In case of ordering non-standard goods (i.e. not included in the current trade offer) Seller is entitled to demand an advance payment. The advance is settled at delivery of goods, and in case of Buyer's failure to collect goods it is withheld as covering expenses born for the order processing,
4.5. Seller may withhold sale in the event of doubt as to genuineness of data contained in the documents mentioned in clause 2.
5. Transfer of risk to Buyer
5.1. Sale of goods is understood as 'from a named place' (EXW), unless otherwise stipulated.
5.2. If there are no other agreements between the parties, transfer of risk from Seller to Buyer takes place as follows:
5.2.1. in case of sale on Ex Works (EXW) conditions at giving an order of the dispatch of goods,
5.2.2. in case of 'shipment with delivery to ' sale when the means of transport are taken over by the first hauler's driver.
5.3. In case of a delay in shipment of goods not by fault of Seller, risk is transferred to Buyer as the notification of dispatch readiness.
5.4. Seller is obliged to insure the dispatch if it has been agreed in writing.
6. Prices and terms of payment
6.1. If the parties did not stipulate otherwise, Goods are invoiced at currently valid prices. The price includes VAT at the rate applicable on the date of issuing an invoice.
6.2. Prices of goods are contractual prices. Seller reserves the right to change prices in case of any changes of F/X rates, increase in prices of raw materials and power supply conditions, changes of the law regulations and other that are beyond Seller's control.
6.3. If the parties did not stipulate otherwise, the price of goods is applicable under conditions with the standard packaging applied by Seller, with loading at Seller, whereas it does not include unloading and handling at Buyer. Other packagings require agreements and the extra charge.
6.4. Seller is authorised to complete delivery of goods in several batches or in advance.
6.5. Unless otherwise stipulated, the payment for ordered goods shall be effected without any deductions or compensations of mutual claims. Lodging a complaint does not release Buyer from the obligation of payment for received goods within the agreed term.
6.6. Term of payment begins on the date of issuing an invoice. If the amount due under the invoice was not paid in due time, Seller is entitled to: charge statutory interests, demand a down payment for goods included in next orders accepted for processing. Failure to settle the amounts due within the agreed time shall authorise Seller to cease to deliver goods included in already accepted orders and to terminate the contract with immediate effect.
7. Delivery, defects and damage in delivery, refusal to accept goods
7.1. Deliveries of a 'shipment with delivery to type are effected by a logistics operator selected by Seller.
7.2. Seller shall not be held responsible for any loss, damage or cost (whether direct or indirect) arising from Buyer's claims as delivery errors or delay therein caused by an action of the logistics operator identified by Seller.
7.3. If Buyer does not collect goods or refuses to accept them within the fixed time Seller shall have the right to place goods in the warehouse at Buyer's cost and risk and to demand that Buyer cover the cost of transport and storage in the amount of 0.1% of the sales value for each day of storage.
7.4. If a delay in collection of goods exceeds 2 weeks or if Buyer refuses to accept goods, Seller shall have the right to withdraw from the contract and to sell goods to other customer.
8. Returning superfluous goods by Buyer
8.1. Return of superfluous goods by Buyer may be solely effected upon obtaining the prior written consent of Seller.
8.2. For the value of returned goods Seller charges the handling fee in the amount not less than 20% of their value.
8.3. Returned goods must be in working order, with no mechanical damage, they may not bear any sign of use and must be in their original packagings.
8.4. The cost of transport of returned goods as well as damage risk is incurred by the party returning goods.
9. Rules of claim notification. Liability for defects of delivered goods
9.1. Buyer is obliged to inspect goods immediately upon reception thereof as to the compliance of delivered goods' range with the order. Buyer must in particular inspect the shipment's condition and quality, quantity and range of delivered goods, as well as notify the carrier and Seller in writing forthwith on any possible reservations in that scope.
9.2. Acceptance of goods by Buyer without any inspection thereof or failure to notify reservations immediately upon inspection of goods shall be deemed the confirmation of regularity of such delivery.
9.3. Any claims regarding purchased goods should be lodged in writing within no more than 2 weeks upon delivery. After expiry of such period Buyer shall not be entitled to any claims against Seller except for claims under the quality guarantee granted.
10. Force Majeure
10.1. Parties shall not be held liable for partial or entire non-fulfilment of obligations under the contract should this be the result of force majeure. The following events being beyond parties' control shall be deemed force majeure: fire, strikes, embargo, withholding transfer of foreign currencies, power supply restrictions.
11. Guarantee and service
11.1. Seller grants guarantee for its products.
11.2. Complaint procedures, terms of guarantee and repair service are provided in a document entitled 'Terms and conditions of complaint handling and repairs of goods purchased at BESEL SA'. This document is available at www.besel.pl or Seller's Sale Department.
11.3. Seller is responsible for its products solely to the place of delivery thereof to direct Buyer. 12. Reservation of proprietary right
12.1. Seller reserves the proprietary right to delivered goods prior to full payment of the amount due for delivered goods and other due payments under the contract of sale irrespective of the place of storage thereof or fitting in other items.
13. Data protection. Trade secret
13.1. Accepting present General Terms of Sale Buyer gives their consent to processing personal data by Seller and entities operating to the commission thereof in relation to fulfilment of contracts of sale. Buyer is entitled to any rights under the Personal Data Protection Act of 29 August 1997 (Journal of Laws No. 101, item 926 of 6 July 2002).
13.2. Buyer may not provide any third person with knowledge and information obtained as a result of trade contacts with Seller regarding matters subject to trade secret without Seller's consent.
14. Dispute settlement, governing law
14.1. The Polish law shall be governing law applicable to General Terms of Sale. Texts of the contract and General Terms of Sale in Polish shall be the original version.
14.2. To all matters not regulated by these General Terms of Sale provisions of the Civil Code shall apply. Should single provisions be found invalid, it shall not affect validity of the remaining provisions.
14.3. Seller excludes the application of CISG Geneva Convention in trade relations.
14.4. The court of proper jurisdiction for Seller's seat shall be the competent court for any disputes arising or related to the execution of General Terms of Sale and the contract of sale.
15. Final provisions
15.1. Any changes to the provisions contained herein must be made in writing and approved by Seller, otherwise null and void.
ver. 1/2015 (25.08.2015)