GENERAL TERMS AND CONDITIONS OF ORDER, SALE AND DELIVERY OF PRODUCTS AND GOODS OF UNION KNOPF POLSKA SP. Z O.O.

§ 1
General rules

  1. The following General Terms and Conditions of Order, Sale and Delivery of Products and Goods (further referred to as: the GTCS) of Union Knopf Polska Sp. z o.o. (further referred to as: UKP) govern the contracts of sale of products and goods by UKP unless otherwise agreed by Union Knopf and the Client in writing.
  2. The GTCS form an integral part of the first sales contract executed with UKP and apply during the entire period of trade cooperation.
  3. The UKP products and goods are sold exclusively by the Sales Department or the Sales Department Representatives.
  4. A precondition for the Client to start a trade cooperation is to submit the following documents:
    • a copy of the certificate of entry in the register of business activity or a current (not older than 3 months) excerpt from the Polish Court Register
    • a copy of the decision to assign the statistical number (REGON) and the tax identification number (NIP)
    • a document stating the bank account number for non cash transaction processing.

§ 2
Orders

  1. The products and goods are sold under an order placed by the Client in writing, by e-mail or fax. The order should specify the quantity, the product type specified with UKP article code, the current shipping address and email address for correspondence purposes. All changes related to delivery address or place of destination may result price amendments and necessity of adding applicable public law charges.
  2. UKP confirms that the order has been accepted within 3 business days of its receipt and specifies in such confirmation the week when the delivery (order) is to be performed. The confirmation issued by UKP is immediately served on the Client in writing, by e-mail or fax.
  3. Any oral or telephone arrangements made by the Client or the UKP employees, as well as supplements and changes are binding upon the parties only if confirmed in writing, by e-mail or fax by the authorised persons. Otherwise they are deemed non-applicable.
  4. If the order has not been cancelled by the Client within 3 business days of being placed, UKP may claim the payment of the agreed amount for the supplied products or goods. The cancellation of the order, partial or complete, can be made in writing, by e-mail or fax and only by the authorised persons.
  5. Once UKP has confirmed that the order is accepted, unless it is cancelled under § 2 .4, a supply contract is deemed executed within the meaning of article 70 of the Polish Civil Code dated 23 April
  6. Such contract is governed by the relevant provisions on the sales contract under article 612 of the Polish Civil Code dated 23 April 1964.
  7. UKP reserves the right to refuse the acceptance of an order if the Ordering Party has not met the conditions set in § 1 or has previously violated the rules set out in the GTCS.
  8. In connection with the specificity of production, UKP reserves the right to delivery in quantities +/-5% depending on the size of the order, related to production surpluses or deficiencies. The delivered amount +5% will be invoiced. Deficiencies in the amount of -5% will reduce the value of order.

§ 3
Prices and payment terms

  1. The agreed payment terms are each time specified in the order confirmation and on the invoices for the products and goods supplied.
  2. The Client must make payments to indicated bank account by the date set in the invoice. The date when UKP’s bank account specified on the invoice for the products or goods supplied is credited with the relevant amount determines whether the agreed payment date is deemed kept or not.
  3. If the agreed payment date has not been kept, UKP may suspend the validity of the agreed payment terms and perform the subsequent orders only against prepayment.
  4. In the case of the Clients who start their cooperation with UKP, UKP can make the order performance conditional upon the full or partial prepayment of the amount due for the order, which will be specified in the order confirmation issued by UKP.
  5. The agreed prices are always specified in the order confirmation issued by UKP. If any discounts have been granted upon the condition that the payment is made at an earlier date, they are no longer valid after the agreed deadline has been exceeded. Any other discounts and rebates possibly granted by UKP become invalid upon the first reminder being issued by UKP. The first reminder is issued on the 14th day upon the lapse of the agreed payment date and is being shipped to the address given on the customer’s order sent per email.
  6. If the agreed payment date has not been kept, UKP may each time charge interest for delay in commercial transactions, which are regulated by regulation  of Art.4.3 of the Act of payments periods in commercial transactions   at the applicable rate.
  7. The company will be send reminder in connection with delayed payments by means of distance communication. In case of failure to comply the warning , the company has the right to send demand for payment and charge an additional € 40 for debt collection.

§ 4
Goods delivery

  1. The agreed week of delivery is specified in the order confirmation issued by UKP under § 2. However, such delivery week is valid upon the condition of the Client having met all agreed requirements set in § 1 and observed all arrangements on the payment terms.
  2. The shipping address agreed with the Client for the products to be supplied is given in the order confirmation issued by UKP under § 2. If the shipping address set for the products to be supplied is other than the one given in the order confirmation, it must be indicated by the Client in writing, by e-mail or fax, with the authorised persons’ signatures, no later than 2 days before the planned dispatch date; otherwise the products will not be supplied to the new address.
  3. The products are supplied EXW Turek under the INCOTERMS 2000, to the specified address unless it has been agreed otherwise by way of negotiations. To be valid, such other arrangements must be included in the order confirmation issued by UKP under § 2 of the GTCS.
  4. UKP is not held liable for any failure to observe the delivery date due to the reasons not attributable to UKP or to an event of force majeure. UKP must immediately notify the Client of the occurrence of such circumstances and agree with the Client upon an alternative delivery date.

§ 5
Reservation of ownership right

  1. UKP reserves the ownership right in the supplied products or goods being subject to the sales contract until the price due for such products or goods has been paid in full.

§ 6
Warranties and complaints

  1. When accepting the goods, the Recipient must inspect them as to their type, quantity and, if possible, also as to their quality. If it is impossible to inspect the quality of the goods upon their acceptance, the Recipient must check the goods at the earliest date possible.
  2. The goods are accepted in terms of their type, quantity and quality by the Client’s authorised representative based on the delivery note, under the previously indicated shipping address.
  3. If any damage occurs during transport, the condition for the complaint to be recognised by UKP is that the complaint is filed along with a copy of the waybill including a note on the type of damage. The note should be signed by the Carrier. The relevant documents, along with the notice of complaint, should be immediately sent by the Client to UKP.
  4. The Client must file the complaint about visible defects as soon as they have been detected, though no later than within 7 days of the product acceptance.
  5. In the case of hidden defects, the Client must immediately (though no later than within 3 business days upon their detection) make the complaint; otherwise they will lose the rights related to the complaint.
  6. To be valid, the complaint must be made in writing. In the complaint, the Client specifies the order number, invoice number, delivery date, quantity and type of the goods being subject of the complaint, as well as the type of defects, providing examples (models) of the relevant products or goods.
  7. If any defective goods have been used or processed, the Client loses the right to make a complaint about such goods.
  8. Having recognised any complaints, UKP is merely obliged to remove the defect as soon as possible or, if it turns out impossible, to replace the goods with the new ones.
  9. UKP is not held liable for any damage arising as a result of the goods being improperly stored, applied or used, for any errors in the workmanship and design made by third parties, and if the goods have been altered by the Client or a third party.
  10. The Client is not released from the obligation to pay the price for the goods provided, even if a complaint procedure has been launched.

§ 7
Final provisions

  1. The contractual parties agree to keep confidential any information related to the transactions to be concluded between them.
  2. The Client’s failure to observe the provisions of the contract executed and/or the provisions of the GTCS related thereto and UKP’s right to claim the payment of interest do not exclude the possibility of UKP claiming compensation of incurred losses and lost profits.
  3. Unless the contract provides otherwise, the provisions of these GTCS will apply.
  4. The Client consents to their personal data and other data being processed by Union Knopf Polska with electronic devices or in another form. Being aware of the risk related to the electronic correspondence, specifically the possible loss of data, the Client represents that it agrees to the information being exchanged also by e-mail.
  5. Issues not regulated by the contractual provisions and the GTCS are governed by the provisions of the Polish Civil Code.
  6. Disputes that arise as a result of performance of the contract will be settled by the court having jurisdiction over the registered office of the Seller, i.e. by the District Court in Konin, V Commercial Division or by the District Court in Poznań, IX Commercial Division depending on the value of the subject of the dispute.