Terms and Conditions of Sale
§ 1. General provisions
The General Terms and Conditions of Sale define the rules for concluding sales contracts for goods offered by ALFASEAL GROUP Sp. Z o.o. with its registered office in 05-500 Piaseczno, ul. Kineskopowa 1, entered in the Register of Entrepreneurs of the District Court for the Capital City of Warsaw, XIV Commercial Division of the National Court Register, under KRS number 0000450101, NIP 123-127-48-21, share capital: PLN 2,887,550.00. The General Terms and Conditions of Sale, hereinafter also referred to as “GTCS,” apply to all commercial relations in which ALFASEAL GROUP Sp. z o.o. acts as the Seller (‘Seller’) and apply to sales contracts concluded by the Seller with other entities (“Buyer,” “Contractor”). The Contractor is required to read these terms and conditions in each case when placing an order or concluding a contract, as they form an integral part of the sales contracts concluded with the Seller. The conclusion of a contract by the Buyer without reservations means that the Buyer has read these GTS and agrees to their inclusion in the content of the contract and, moreover, that they have been agreed with the Buyer and apply wherever the parties have not expressly agreed otherwise in writing, with the Buyer bearing the burden of proving that there was another written agreement between the Parties. These GTC are publicly available on the Seller’s website, and the parties therefore agree that they have been delivered to the Buyer no later than upon conclusion of the contract. If the Buyer is in regular business contact with the Seller, the GTC valid on the date of conclusion of the contract shall always apply.
§ 2. Offers, samples, and prices
Offers, advertisements, and other announcements regarding goods offered by ALFASEAL GROUP Sp. Z o.o. are for informational purposes only. Samples and specimens provided by ALFASEAL GROUP Sp. Z o.o. are for display and demonstration purposes only. The prices specified in the price lists sent to contractors are binding until ALFASEAL GROUP Sp. Z o.o. notifies them in writing of any changes. The prices specified in the price lists do not include VAT.
§ 3. Conclusion and validity of contracts
Each order placed is simultaneous with the conclusion of a sales contract and consent to the application of these GTC, if the Seller confirms the order in a manner accepted by the parties in accordance with the regulations set out below. The order should be placed in writing and specify the exact name, address and tax identification number of the Buyer, the assortment, quantity of goods ordered, suggested place of delivery, date of collection from the Seller, and be stamped with the company seal and signed by the person authorized to place orders on behalf of the Buyer. It is also possible to place orders in electronic or fax form. The order shall then be deemed to have been effectively placed when the Seller confirms the order in whole or in part. The Seller may accept (confirm) the order in whole or in part. In the order confirmation, the Seller shall specify the quantity and type of goods being sold, their price, and the date and method of payment for the goods. The delivery date and payment date shall be considered reserved in favor of the Seller. The Buyer is obliged to collect the goods within the agreed time. The Buyer may not unilaterally cancel an order. Any amounts paid by the Buyer towards the order shall constitute a deposit, however, in the event of cancellation of the order by the Buyer for any reason, the Seller shall be entitled to retain the deposit. If it is necessary to return the advance payment to the Buyer, it shall be returned after deduction of all costs and expenses incurred by the Seller in connection with the order. The price included in the price list, offer or order confirmation shall be increased by value added tax (VAT) at the rate applicable under the applicable regulations. In the event of an increase in the prices of products by the Seller’s subcontractors, the Buyer agrees to a corresponding increase in the price specified in the contract, price list, offer or order confirmation. If the price is specified in Polish zlotys and there is a change in the exchange rate between the date of conclusion of the contract and the date of performance of the contract, the Seller shall have the right to change the price in accordance with the change in the foreign exchange rate determined according to the average exchange rate announced by the National Bank of Poland.
§ 4. Terms of payment
The date of performance of the monetary obligation (date of payment) shall be the date on which the funds are credited to the Seller’s account. In the event of a delay in payment by the Buyer for any invoice or payment for goods, the Seller shall be entitled, at its discretion, to the following rights: a. It may demand payment of interest in accordance with the provisions of the Act on payment terms in commercial transactions or other regulations currently in force;
b. It shall have the right to allocate any payment made by the Buyer in respect of any invoice first to interest for delay and then to the oldest due amounts. This provision shall override the debtor’s rights to allocate payment (resulting from Article 451 § 1 of the Civil Code);
c. Has the right to claim, in addition to the principal amount and interest for delay, reimbursement of court costs, enforcement costs, legal representation costs, and costs related to debt collection, including the costs of insuring the receivables;
d. May demand that the Buyer return the goods for which the Buyer has not paid. May also claim compensation if the goods have been used or damaged, in particular if the value of the goods collected from the Buyer’s warehouse is lower than the amount of payment which the Buyer should pay for the goods received;
e. May refuse to release the next batch of goods;
f. Has the right to declare all of the Buyer’s obligations towards the Seller immediately due and payable and to demand payment of all existing obligations at once, regardless of the payment terms specified on the invoice or otherwise agreed;
g. Has the right to cancel discounts and rebates granted for future orders;
h. The Seller has the right to demand payment for subsequent batches of goods (or subsequent orders) exclusively in the form of prepayment or cash.
The Parties hereby exclude the possibility of the Buyer making any deductions from the payment due to the Seller.
This does not exclude the possibility of the Seller unilaterally deducting its own claims from the Buyer’s claims. The Parties hereby also exclude the possibility of assigning any claims of the Buyer against the Seller, unless the Seller agrees to this in writing. The Seller shall retain ownership of the goods purchased by the Buyer until full payment for the goods and any related charges, such as transport, insurance, and packaging costs, have been made (retention of title to the sold goods). Until the price for the purchase of the goods from the Seller has been paid and all other costs arising from the contract have been covered. The Buyer may not take any action that would result in the sale or encumbrance of the purchased goods to which the retention of title applies. Payment to the Seller’s representative may only be made on the basis of a written power of attorney granted by the Seller to accept payment by that representative. A cash discount requires a separate agreement. In the event of such an agreement, the discount shall be calculated on the net price after deduction of any rebates and other discounts and the costs of transport, insurance and packaging incurred by the Seller. A prerequisite for granting a discount is that the Buyer has no outstanding payments in its accounts. The submission of a bill of exchange or check by the Buyer shall not constitute payment, unless the parties have agreed otherwise in writing. In the event of payment difficulties on the part of the Buyer, and in particular in the event of a delay in payment, the Seller shall be entitled to suspend performance of the contract and make its further performance conditional upon payment of the price before delivery, or to demand the establishment of additional security guaranteeing the satisfaction of the Buyer’s existing payment obligations towards the Seller. In addition, all existing obligations for which the Seller has granted the Buyer a delay in payment shall become due and payable. In the event of overdue payments, failure to pay interest on late payments, or exceeding the credit limit by the Buyer, the execution of subsequent orders shall be suspended until the relevant payments have been made. The Buyer unconditionally and irrevocably waives any right of retention arising from previous or other current contractual relationships. The submission of a complaint does not entitle the Buyer to withhold payment for the goods or any part thereof.
§ 5. Terms of delivery
The place of performance of the Seller’s obligation is the place of unloading of the goods. This does not apply to cases where the goods are not transported by means of transport provided by the Seller – in such cases, the place of performance is the place where the goods are loaded. These rules also apply to the time of performance. If it is agreed that transport is to be provided by the Seller, the Seller is obliged to deliver the goods to the agreed place without unloading them and provided that the access road is suitable for heavy transport. Upon delivery of the goods by the Seller, the benefits and burdens associated with the goods and the risk of accidental loss or damage shall pass to the Buyer. The agreed delivery dates shall be binding on the Seller only if the Seller confirms the delivery date in writing. The Buyer is obliged to unload the goods immediately and professionally, no later than within 2 hours of the goods arriving at the destination. The Buyer shall bear the costs of unloading. If the Buyer fails to unload the goods within the specified time of 2 hours, they shall also bear the costs of vehicle downtime, including the driver. The Buyer has the right to indicate another, additional place for unloading the vehicle with the goods. If the delivery of the goods to an additional unloading place results in a longer transport route or a significant increase in transport costs, the additional transport costs incurred in this way shall be borne by the Buyer. In any case, the Buyer shall be obliged to pay the costs associated with waiting for the unloading of the goods and any other costs, and shall be liable to the Seller for any damage resulting from such delay. The insurance of the purchased goods against the risk of damage in transport or loss shall be borne by the Buyer if he carries out the transport himself. Freight details are not binding. Prices are based on freight and shipping costs applicable on the date of the offer. Subsequent changes shall be credited or charged to the Buyer accordingly. The Buyer shall also bear the costs of packaging the goods for transport, the costs of packaging and pallets used for transporting the purchased goods, as well as the costs incurred due to the need to secure transport or protect the materials. Costs and losses resulting from unjustified refusal to accept the goods, including additional transport costs and risks, shall be borne by the Buyer. The goods may only be returned if the Seller confirms the conditions of acceptance of the goods. If the Buyer changes the place or date of delivery after confirming the order, the Buyer shall cover all costs incurred as a result. The Buyer is obliged to carefully check the completeness of the shipment immediately upon receipt and to determine any shortages or damage to the goods that occurred during transport. The Seller hereby authorizes the Buyer, and the Buyer undertakes, to complete all formalities related to the complaint procedure related to the transport of goods. The Buyer is obliged to request the carrier to make a note of the damage on the consignment note or to request that a damage report be drawn up upon receipt, under pain of forfeiture of any claims for compensation. Sudden external events that were unforeseeable at the time of conclusion of the contract (force majeure) shall release the Seller from the obligation to meet the deadlines for performance of the sales contract for the duration of such events. Force majeure shall also include disputes between employers and employees, including between the Seller’s employees and the Seller, strikes, disruptions in the operation of the supplier’s plant not attributable to the Seller, disruptions in communication, or acts of state authorities hindering the performance of the concluded Agreement.
§ 6. Packaging
The Seller shall make every effort to ensure that the goods to be delivered to the Buyer are properly packaged. The Seller shall not be liable for damage resulting from the properties of the material normally used for packaging goods of a given type. If the goods are to be delivered, the Seller shall use non-returnable single-use and reusable pallets.
§ 7. Warranty and guarantee and complaint procedure
The Buyer declares that they are not a consumer within the meaning of Article 22 of the Civil Code. Pursuant to these GTS, the provisions of the Civil Code on warranty for defects in goods shall not apply to the concluded contract, however, the Seller may, at its discretion, accept the Buyer’s complaint if it considers it justified and if the following conditions are met:
a. The complaint shall be made immediately and in writing;
b. If the complaint concerns the quantity of goods resulting from incorrect packaging, the complaint must be made no later than on the day following unloading, and if it concerns damage occurring during transport , it must be reported on the day of unloading, and it is necessary to make a note of the improper condition of the goods at the time of unloading on the consignment note and have it confirmed by the carrier’s representative;
c. If the complaint concerns the quality of the goods, it must be reported within one week of the discovery of the defect;
d. If the complaint is found to be justified, the goods may be replaced with new, defect-free goods or a discount may be applied. The settlement of a complaint in the manner described above excludes the possibility of claiming further compensation.
e. Until the complaint is finally resolved, the Buyer is obliged to store the goods subject to complaint with due care so that they are not damaged or lost, and do not lose their properties.
f. The Seller shall not be liable for improper storage of the goods, damage caused during unloading due to the fault of the Buyer or a third party.
g. The condition for considering a complaint is that the Buyer has photographic documentation showing the type and extent of the defect giving rise to the complaint and that this documentation is provided to the Seller.
h. Returns are accepted within 30 days from the date of issue of the sales document. Returns are at the expense of the Buyer.
Complaint form – download: WORD
§ 8. Final provisions
All deliveries made by the Seller to the Buyer to the address specified in the order or in other correspondence sent by the Buyer to the Seller shall be effective and, if the shipment is not collected, the date of effective delivery shall be the date on which the shipment could not be delivered or the date of expiry of the second delivery notice. In matters not covered by these GTC, the provisions of the Civil Code shall apply. In the event of invalidity of certain provisions of the GTC as a result of the introduction of different statutory regulations, the remaining provisions shall remain valid. The Seller and the Buyer shall endeavor to settle amicably any disputes arising in connection with the performance of contracts covered by these terms and conditions. In the event of failure to reach an agreement within one month of the date of notification of the dispute to the other party, the court having jurisdiction over the Seller’s registered office shall be competent to settle the dispute.