Chludowo, on 2024-01-02
GENERAL CONDITIONS OF SALE
RELOPACK SP. Z O.O.
DEFINITIONS
General Terms and Conditions of Sale (hereinafter: GTS) - this document governing the terms and conditions of sale of the products offered by the Seller, forming an integral part of any contract concluded by the Buyer with the Seller;
Seller - Relopack Sp. z o.o. with registered office in Chludów (62-001), ul. Dworcowa 20, entered in the National Court Register kept by the District Court Poznań-Nowe Miasto and Wilda in Poznań, VIII Economic Department under KRS no.: 0000971839, NIP: 7773268530;
Buyer- natural person, legal person, organisational unit without legal personality, placing an order/buying the Seller's products - being an entrepreneur (the provisions of GTS do not apply to consumers within the meaning of art. 221 KC) ;
Products - products and goods offered by the Seller;
Pages - Seller and Buyer;
KC - Civil Code Act of 23 April 1964, as amended.
GENERAL PROVISIONS
The GTCS form an integral part of any sales contract concluded by the Seller.
with the Buyer, in any documentary form (including orders in writing, by e-mail, etc.);The GTCS are available to the Purchaser prior to the conclusion of the contract in writing, at the registered office of the Seller or on the website. www.relopack.com.
The placing of an order by the Buyer, and/or the signing of a sales contract, signifies the Buyer's acceptance of the GTCS, which from that moment on are binding on the Buyer.
The GTCS are a contractual regulation, binding the Parties within the scope of sale of Products and services. The Parties hereby exclude the application of other contractual models (general terms and conditions of contract, terms and conditions of sale, sample agreements, rules and regulations, etc.) applied or established by the Buyer, even if they appear in any documents of the Parties and are not contested by them.
The provisions of the GTCS also apply to any future sales agreements, unless the parties expressly agree otherwise. The provisions of GTS may be amended only in writing under pain of invalidity.
The provisions of the contract/and or order take precedence over these GTCS, only to the extent indicated therein.
CONCLUSION OF THE AGREEMENT
The information contained on the website, in catalogues, advertisements and other publications of the Seller shall not constitute an offer within the meaning of the Civil Code. Any publications concerning the products offered by the Seller are for information purposes only.
The condition for the conclusion of the contract is that the buyer places an order.
and confirmation of its acceptance by the Seller. The placing of an order by the Buyer does not bind the Seller, and the absence of the Seller's response does not imply tacit acceptance of the order for execution. In the event that the Seller modifies the terms and conditions of the order, the Buyer's acceptance of the modifications shall be deemed to be the moment of conclusion of the contract.Orders must be placed:
electronically by e-mail (_____________________)
in writing to the Seller's address
- whereby the Order must contain the exact name and address of the Buyer, the quantity of goods ordered, the date and place of delivery as agreed with the Seller, the form and date of payment and be placed by a person authorised to place orders on behalf of the Buyer.
Cancellation of an order / withdrawal from the contract by the Purchaser (including in any respect), is only permissible in exceptional situations after prior written agreement with the Seller on the terms of the order cancellation. The Seller reserves the right to charge the Buyer with the costs incurred as a result of the order cancellation under the conditions described in sections 3.5 and 3.6.
In the event that the Buyer withdraws from the order/agreement before the Seller proceeds with the execution of the order/agreement, the Buyer is obliged to pay the Seller a contractual penalty in the amount of 10% of the net value of the order/agreement. The Seller reserves the right to claim further compensation on general terms.
In the event that the Buyer withdraws from the order/agreement after the Seller has commenced the execution of the order/agreement (after the start of production), the Buyer shall pay the Seller the agreed remuneration in full.
The seller may cancel the order / contract in whole or in part within a period of 1 (one) year from the date of becoming aware of the occurrence of any of the circumstances listed below:
a) The buyer goes into liquidation or becomes insolvent;
b) restructuring proceedings are initiated with the Buyer's creditors;
c) The purchaser refuses without justifiable reasons to accept a defect-free object of the order / contract or part thereof;
d) The Buyer refuses without justifiable reasons to pay the remuneration for the work performed or delays payment of the remuneration for more than 14 (fourteen) days, despite the Seller setting an additional period of not less than 3 (three) days for the performance of the obligation;
e) The buyer does not cooperate with the seller in the execution of the order / agreement, which makes it impossible to carry out the work, after a prior request for cooperation under pain of cancellation.
Notwithstanding the Seller's rights contained in para. 3.7(c) in the event of the Purchaser's non-performance of the terms and conditions of the agreement, including delays in payment terms on the part of the Purchaser, the Seller shall also have the right to suspend the execution of the order/contract until the Purchaser settles the outstanding payment. The term of contract execution previously agreed by the Parties shall be extended accordingly by this time, and shall be treated as a delay caused by the Buyer. The choice of the rights described in this paragraph is at the Seller's discretion.
PRICE AND PAYMENT TERMS
The prices agreed between the Parties shall be net prices, to which VAT shall be added at the currently applicable rate on the date of issuing the VAT invoice. In the event that the VAT rate changes or other forms of taxation are introduced, the Seller reserves the right to change the price by this amount.
The Purchaser is obliged to observe the payment deadline indicated in the VAT invoice issued by the Seller. The date of payment shall be the date on which the funds are credited to the Seller's bank account.
In the event of delay in payment, the seller shall be entitled to statutory interest for the period of delay.
Payment of interest shall not exclude the Seller's right to claim a contractual penalty, provided that such a penalty has been reserved between the Parties under separate arrangements. Payment of the contractual penalty shall not exclude the Seller's right to claim damages on general terms, according to the provisions of the Civil Code.
Irrespective of the rights indicated in points 4.3. and 4.4. in the event of a delay in payment by the Buyer, the Buyer shall be obliged, at the Seller's request, to reimburse the Seller for the costs incurred by the latter in connection with the recovery of the overdue amount, including the costs of legal, accounting and tax assistance.
The Purchaser shall not be entitled to set off his receivables, if any, against the Seller's receivables for payment of the price.
In the event of a delay in payment by the Purchaser in excess of ___ days, the Seller shall have the right to withhold further deliveries until the overdue amount has been settled, as well as to demand payment of the entire sale price or prepayment for further deliveries. Section 3.5 of the GTCS shall apply accordingly.
Until the Buyer has paid the full sales price, the ownership of the Product is reserved to the Seller.
In the event that the Seller becomes aware that the Buyer's financial situation has deteriorated and his ability to repay his obligations has been limited, the Seller reserves the right to request a security for payment for the ordered Product from the Buyer. If the security cannot be obtained immediately, the Seller shall be entitled to suspend the execution of the order / agreement until the security is obtained. Suspension of the execution of the order / agreement for the reasons indicated in the preceding sentence shall in no way be considered as a default by the Seller.
DELIVERY
Unless otherwise expressly agreed by the Parties, collection of the Products shall take place from the Seller's premises during the warehouse's working hours, i.e. 8 am to 3 pm, Monday to Friday.
If the delivery is carried out by a third party, the Seller shall not be liable for any damage, including costs (direct or indirect), caused by the
with the delivery in progress, including those due to damage to the Product or late delivery.Immediately upon receipt of the Product, the Buyer is obliged to check the conformity of the delivered Product with the order. The Buyer is obliged to check in particular: the condition of the shipment and the quality, quantity and assortment of the delivered goods, as well as to draw up a protocol in the event of damage to the Product upon receipt by the carrier, and immediately (i.e. within 2 working days at the latest) report any reservations in this respect to the Seller, drawing up a protocol of inconsistencies. The Seller reserves the right to inspect the reported damage at the place of delivery.
If the Buyer fails to collect the ordered Product on the date agreed by the Parties, the Seller shall be entitled to:
charge a separate fee for the storage service - in the event that the Product is not collected from the Seller's premises - for the storage period;
charge a separate fee for transport costs (from and to the Seller's premises) and storage services - in the event that the Product is not collected from the carrier.
If the period of non-receipt of the ordered Product by the Buyer exceeds ___ days, the behaviour of the Buyer shall be treated as a failure to perform the contract through the fault of the Buyer. In the situation described in the preceding sentence, the Seller shall have the right to seek damages on the general principles of the Civil Code.
RESPONSIBILITY
Within the limits provided for by generally applicable laws, the Seller's liability for non-performance or undue performance of the sales agreement shall each time be limited to the amount of the Seller's remuneration for the performance of the order / agreement. The above limitation shall not apply to damage caused to the Purchaser intentionally.
The seller shall only be liable for actual damage, excluding lost profits. The seller shall not be liable to the buyer for production downtime, loss of use, loss of contracts or any other economic loss or indirect damage.
The Seller shall not be liable to the Buyer or any third party for any damage resulting from improper or unlawful use of the Product.
The Seller shall not be liable to the Buyer or third parties for any damage caused by improper storage of the Product or its improper transport.
The Seller shall not be liable for non-performance of the agreement in the event that it is the result of force majeure (force majeure shall be understood as: an extraordinary event beyond the control of the Party concerned, impossible to foresee and prevent, also when its avoidance would require actions with disproportionate costs). In the event of force majeure, the Seller shall be entitled to withdraw from the agreement in whole or in part without any compensation obligations towards the Purchaser. The Seller's declaration of withdrawal from the agreement in the above-mentioned circumstances may be submitted within 30 (thirty) days from the date of the scheduled delivery.
The Seller's liability under warranty for defects is excluded.
The Seller's liability under the guarantee, insofar as the Seller has granted a guarantee for the Product, shall be governed in each case by the guarantee conditions.
FINAL PROVISIONS
Any changes to the provisions of the GTS must be made in writing under pain of nullity.
The applicable law is Polish law. In matters not regulated in the GTCS, the provisions of the Civil Code, as well as relevant other laws - if applicable in a given case - shall apply.
Should individual provisions of the GTCS prove invalid or ineffective, the above shall not affect the content and effectiveness of the remaining provisions. In such a case - in place of provisions deemed invalid or ineffective, the Parties unanimously agree to adopt provisions, respectively valid or effective, with the content as close as possible to the provision deemed invalid or ineffective, which shall reflect the prior will of the Parties.
Any disputes that may arise within the cooperation of the Parties shall be attempted to be resolved amicably by the Parties. In the case of a lack of agreement - the common court of jurisdiction according to the registered office of the Seller shall be competent to settle mutual claims of the Parties.
The GTCs exclude the application of the Vienna Convention of 11 April 1980 on Contracts for the International Sale of Goods.
