General Terms and Conditions of Sale
1. General Terms
1.1. General Terms and Conditions of Sale presented by STALMOT & WOLMET Sp. z o.o. hereinafter referred to as the Supplier constitute a binding part of any contract of sale and any offer, and will be treated as known and accepted by the Purchaser.
1.2. Any exceptions to these General Terms and Conditions of Sale shall become binding only after written confirmation by the Supplier.
2. Purchase Orders
2.1 Purchaser shall place orders in writing, specifying all his requirements in relation to the Supplier. Supplier shall acknowledge receipt of each order in writing and inform the Purchaser about the final and binding arrangements for its implementation.
2.2. Failure of the Purchaser to accept delivery of goods and products ordered with the Supplier does not exempt him from the obligation to make payment for them. Purchaser shall also bear the remaining costs associated with the resignation. Supplier shall not charge Purchaser with these costs if Purchaser cancels the order in writing within three days of receipt of the order confirmation.
2.3. The costs referred to in point 2.2 include: storage, remaking into other products possible to sell to other purchasers within one month from the date of the resignation, or scrapping in case of the lack of possibility to remake or resell.
2.4. Any changes to the order must be made in writing and confirmed in writing by Supplier. If Purchaser makes them within three days from the date of receipt of confirmation of the original order, Supplier shall not charge him with the costs referred to in point. 2.3.
2.5. In case of any changes to the order, the Supplier shall have the right to refuse to execute the amended order. In this case, the parties shall determine within 24 hours whether the original order will be implemented.
2.6. Tools made for the customer we store for 2 years from the date of the end of production.
3. Detailed requirements for submitting orders and correspondence
3.1. New customers and companies that have not submitted to the Supplier their registration documents, should provide the following documents at the time of placing an order:
a) company registration documents,
b) certificate of taxpayer's identification number assignment
3.2. In the event of any changes in the company name, address, VAT number, company representation, phone numbers, e-mail addresses, etc. appropriate documents (originals or certified copies), or a statement confirming the change should promptly be delivered to Supplier.
3.3. All correspondence, notices and other statements shall be made in writing and shall be delivered between the parties personally, by registered mail, by fax or e-mail to the address or fax number indicated in the contract, the orders or in documents provided under the provisions of point 3.1.
3.4. Until the time of informing the other Party of a change of address, phone numbers,
and e-mail addresses in writing - by registered letter with return receipt requested - letters delivered to the current mailing addresses, e-mail addresses or fax numbers indicated in the contract, the order or in the documents referred to in point 3.1. shall be deemed effectively delivered between the Parties.
3.5. Letters sent by registered regular mail or by registered regular mail with return receipt requested, which are not taken by the other Party, shall be deemed delivered after seven (7) days of the mailing date. In the case of fax transmissions or e-mail messages, they shall be deemed delivered to Purchaser within 24 hours of sending.
4. Prices, terms of payment and retention of title
4.1. Prices quoted by Supplier are net prices EXW Nidzica (Incoterms 2020), unless stated otherwise in a particular written offer or order confirmation.
4.2. In the event Purchaser orders goods that are not included in Supplier’s catalogue of products, Supplier shall charge Purchaser with additional costs of execution of specific instruments, unless it is otherwise stated in a particular written offer or order confirmation.
4.3. VAT at the statutory rate shall be added to all prices.
4.4. Payment terms shall always be set out by Supplier in his offers and order confirmations.
4.5. If Purchaser fails to observe deferred payment terms, Supplier shall be entitled to charge statutory interest rates for the delay. If a delay in payment exceeds 30 days, Supplier shall have the right to charge contractual interest rates at the maximum statutory rate. In such cases, Supplier shall also have the right to make changes to previously existing conditions of co-operation applicable to both Parties.
4.6. If during the execution of an order Supplier becomes aware of deterioration of the financial situation of Purchaser, he shall have the right to change terms and conditions of cooperation agreed upon earlier.
4.7. If Purchaser pays to Supplier an advance for the execution of his order and refuses to accept the subject matter of the order, Supplier shall retain the advance to cover the costs associated with cancellation of the order (point 2.2. and 2.3.).
4.8 Supplier reserves the right of ownership and copyrights to drawings, cost estimates and catalogues submitted to Purchaser, therefore Purchaser may not make them available to third parties without obtaining prior written consent of Supplier.
4.9. Supplier shall remain the owner of the goods received by Purchaser until paid in full. Purchaser is obliged to return upon demand the goods received in the event of a delay in payment exceeding 60 days. Deadline for returning the goods is 7 days from receipt of the demand. Purchaser shall bear the cost of returning the goods. In the case of failure to return the goods by the established deadline, Purchaser shall pay to Supplier a contractual penalty in an amount representing 0.1% of the value of the goods for each day of delay. In the case the delay in payment exceeds 60 days, Supplier may make a statement declaring the transfer of ownership of the goods purchased by Purchaser in his favour and withdraw his demand for their return. Purchaser’s consent to the transfer of ownership is implied.
4.10. Parties may determine the length of deferred payment and the amount of trade credit in a bilateral agreement or in the order confirmation.
4.11. Supplier has the right to require advance payment or additional payment collateral before delivery of goods or their shipment if the value of the delivery exceeds the acceptable debt limit, or if the value of the delivery together with the existing debt for previous deliveries exceeds the acceptable debt limit, and when the Purchaser is in default of payment for previous deliveries.
4.12. Supplier has the right to suspend without any financial and legal consequences delivery of goods until the time of receiving payment for previous deliveries, or to demand full prepayment before delivery or shipment of goods.
5.1. Delivery time, if it`s not specified in an agreement or order confirmation, is 21 days from the date of placing the order.
5.2. Delivery time shall be deemed to have been met if Purchaser receives the ordered products by the end of the week confirmed by Supplier.
5.3. Supplier shall not be liable for any failure to meet a delivery date or for withdrawal from its execution in the event of unforeseen circumstances beyond the control of the Parties, arising after the signing of the Agreement and preventing its execution, in whole or in part, which could not be prevented with due diligence and which are treated by Polish law or Polish commercial practices as force majeure. Events of force majeure, in accordance with this Agreement, shall include in particular: general strike, strike at the Supplier, blockade of roads, ports, or other commonly used entrance or exit points, earthquake, flood, hurricane, epidemics and other acts of nature, which the parties could not overcome, foresee and which could not have been foreseen, and which are external to themselves and their business. Delivery time shall be extended by a period equal to the time of the occurrence of the above-mentioned circumstances of force majeure.
5.4. In the event of the occurrence of the circumstances referred to in 5.3 or a delay in delivery not exceeding 14 days, Supplier shall be exempt from liability for actual damage and lost profits, and he shall not be obliged to pay to Purchaser any contractual penalties or damages which Purchaser has paid to third parties.
5.5. Purchaser should immediately give instructions concerning disposition of the goods, whose readiness for delivery or shipment has been reported by Supplier. If Purchaser fails to give appropriate instructions to Supplier within 14 days, Supplier may dispose of Purchaser’s products at its sole discretion without any obligation to cover any costs. In this case Supplier can also start the procedures against Purchaser as described in point 2.2. and 2.3. Supplier's liability shall be governed by the principles set out in point 5.4.
5.6. In the case of persistence of the circumstances referred to as force majeure, as stipulated in point 5.3. above, uninterruptedly for more than 30 days, either party has the right to cancel the contract. In such a case, the above point 5.4 shall be applied accordingly.
6.1. Supplier’s products are covered by a warranty. Rights and obligations of Supplier and Purchaser arising from the warranty, are executed by the provisions of the Polish Civil Code, unless liability under warranty has been limited, extended or excluded in a written agreement.
6.2. The warranty period is counted from the date of issue of the products to the Purchaser. The warranty covers only defects in materials and workmanship.
6.3. Purchaser must make quality and quantity acceptance of products immediately upon delivery and not later than within three business days after the goods have been received.
6.4. If goods are shipped via a forwarding company, Purchaser is obliged to inspect the packaging and the contents of delivery for quantity and quality of the products delivered immediately upon the receipt of the consignment.
6.5 In the case of any discrepancy or damage of the consignment a damage report must be completed in the presence of the shipper and a claim report must be completed on a form provided by the carrier.
6.6. Purchaser shall notify Supplier in writing of any complaints and shall follow instructions given by him.
6.7. Complaints shall be considered only if together with the product complained about the following documents are sent to Supplier:
6.7.1. A copy of the invoice for the purchased product,
6.7.2. Damage report with a description of the fault or cause of the complaint (including, if the complaint is due to the fault of the carrier - the claim report drawn up on the carrier’s form);
6.8. If Supplier assesses and substantiates that Purchaser’s claim was unfounded or failed to comply with the conditions necessary for it to be considered, Purchaser shall cover the cost of transport and / or the costs of technical works carried out by Supplier.
6.9. Warranty is excluded in the case of mechanical damage due to external causes not attributable to the manufacturer, alterations and structural changes implemented by the user or by third parties, natural wear and tear, damage resulting from use in unsuitable environment, or for other reasons attributable to the user or third parties, damage to the product resulting from Purchaser’s non-compliance with the operating, installation and technical conditions defined by Supplier, or arising from improper storage of products.
6.10. In the event of unjustified call for Supplier to satisfy the complaint at Purchaser's premises or at another place specified by him within the home country or abroad, Supplier shall charge Purchaser with all costs associated with such a trip. Purchaser shall reimburse Supplier for all costs incurred by him within seven days from the date of submission of documents confirming the fact of their incurrence and the amount spent.
6.11. In the event of discovering a hidden defect in a product, Purchaser shall immediately, but not later than within five days after becoming aware of the defect, notify Supplier of this fact. The notification must describe the defect, specify the date of its disclosure, the name and quantity of the product and the number of the invoice on the basis of which the purchase and delivery of the defective product have been executed.
6.12. Supplier shall respond to a complaint within 14 days of its receipt. If the complaint is accepted by Supplier, he undertakes to satisfy Purchaser’s claim within the framework provided for by general provisions no later than within 30 days from receipt of the complaint application containing all the required elements.
6.13. In the case of failure to file the complaint within the period specified in 6.3 or 6.11, or without observing the conditions referred to in 6.7, 6.7.1, 67.2 and 6.4 the product shall be considered to be free from defects in quantity and quality.
6.14. In the case of justifiable complaints Supplier shall be liable for actual damages arising directly in the product delivered to the Purchaser up to the value of the defective product, however he shall be exempt from any liability for the loss of profits by Purchaser. Moreover, he has no obligation to pay to Purchaser any contractual penalties or damages, which the Purchaser has paid to third parties as a result of the defect or its removal.
7. Final provisions
7.1. Matters not regulated by these terms and conditions shall be governed by the provisions of the Polish Civil Code.
7.2. Purchaser shall not be entitled to assign debts arising from contracts with Supplier to third parties. The prohibition applies both to the principal amount and the interest.
7.3. In the event amicable settlement of a dispute arising in the course of cooperation between Supplier and Purchaser is not possible, the dispute shall be referred for settlement to the common court of competent subject matter jurisdiction in Olsztyn.
Nidzica, 1st November 2015