General Terms and Conditions of Sale

General Terms and Conditions of Sale

 §1 Definitions

      The terms used in these General Terms and Conditions of Sale shall have the following meanings defined in the definitions in this section:

  1. GC METAL Sp. z o.o. seated in Poznan (61-806), at ul. Św. Marcin 29/8, entered into the Register of Entrepreneurs of the National Court Register kept by the District Court Poznań – Nowe Miasto i Wilda, Commercial Division No. 8 of the National Court Register, under the number KRS 0000416370, holding VAT No.: 783-020-168-79.
  2. Buyer- an individual, a legal person or an organizational unit without legal personality that places an order or purchases gods and/or services from METAL Sp. z o.o.
  3. GTC – General Terms and Conditions of Sale.
  4. The Parties – GC METAL Sp. z o.o.  and the Buyer
  5. Goods – products offered for sale by GC METAL Sp. z o.o.

 

§2 General Rules

  1. These GTC define the rules of concluding contracts of sale of Goods and provision of Services offered by GC METAL Sp. z o.o.
  2. These GTC are an integral part of all contracts  of sale of Goods and provision of  Services offered by   GC METAL Sp. z o.o., unless the parties expressly agreed otherwise. Any departure from these GTC or individual provisions hereof shall be made in writing or otherwise null and void.
  3. By entering into a contract of sale, the Buyer confirms that the terms and conditions have been made available to the Buyer and accept them as an integral part of the contract of sale. If the Buyer is in permanent trade relations with GC METAL Sp. z o.o., the Buyer’s acceptance of these GTC  with the first order shall be tantamount to accepting the same by the Buyer with all other orders and sales, until their content is amended or until they are cancelled.
  4. The Buyer’s terms and  conditions shall not be binding upon GC METAL Sp. z o.o., unless GC METAL Sp. z o.o. agrees in writing to their applicability.
  5. In matters not covered in the contract and / or these GTC, the provisions of the Civil Code or other laws shall apply, if they contain appropriate provisions.

 

§3 Contract Conclusion

  1. Price lists, advertisements, announcements and other commercial information of  GC METAL Sp. z o.o. shall not constitute an offer within the meaning of art. 66 of the Civil Code and shall be treated only as an invitation to negotiate.
  2. An offer made by GC METAL Sp. z o.o. shall be  a letter or e-mail sent by GC METAL Sp. z o.o. to an individualized recipient (with a company name or surname and VAT number, entered into the CRM GC METAL Sp. z o.o.) specifying the amount of the Goods and / or Services offered by GC METAL Sp. z o.o., completion date, the net price under a given agreement and expressing the will to conclude an agreement with the addressee of the offer.  If the presented offer does not provide for another validity period, the offer presented by GC METAL Sp. z o.o. shall remain binding upon GC METAL Sp. z o.o. for a period of three days.
  3. Acceptance of the offer may only take place without reservations. Subject to other provisions of the GTC, a contract of sale is concluded upon receipt by GC METAL Sp. z o.o. of an order before the expiry of the offer validity period. The offer shall expire if no order is placed within the prescribed  period.
  4. Acceptance of an offer of GC METAL Sp. z o.o. made subject to changes or additions to its content by the Buyer shall be deemed a new offer.  In such case, the contract of sale between the Parties is concluded if GC METAL Sp. z o.o within 10 working days confirms in writing, by fax or e-mail, the acceptance of the new offer. Otherwise, the offer made by the Buyer shall become null and void upon being informed  by GC METAL Sp. z o.o of offer rejection or of the expiry of the 10-day period.
  5. If the Buyer places an order without omitting the offering procedure, the conclusion of a contract of sale between the Parties shall occur if, within 10 working days of its receipt by GC METAL Sp. z o.o, GC METAL Sp. z o.o confirms in writing, by fax or e-mail, the acceptance of the order.  No confirmation of the order in the manner prescribed in this clause by GC METAL Sp. z o.o shall mean that the GC METAL Sp. z o.o is not bound by the order placed.
  6. The Buyer shall place an order at the premises of GC METAL Sp. z o.o in writing, by fax at +48 61 666 10 59 or by e-mail to biuro@www.gcmetal.pl, and such order shall include:
  • the Buyer’s name (business name), full address of residence or seat, National Court Register number, VAT number and REGON number, PESEL [personal identification number] (in the case of purchases made by individuals)
  • the name and designation of the Goods used by the GC METAL Sp. z o.o.
  • the quantity of the Goods
  • the proposed date of delivery
  • the place (exact address) of delivery
  1. GC METAL Sp. z o.o has the right to make corrections of obvious clerical errors in the orders placed by the Buyer regardless of the way of concluding the contract of sale, in particular corrections of errors relating to identifying the type of Goods. GC METAL Sp. z o.o shall notify the Buyer of the corrections made in the order confirmation. In the absence of the Buyer’s consent to the corrections made,  the conclusion of the  contract of sale shall not take place. No response from the Buyer within 2 working days shall be tantamount to giving consent for the performance of the corrected order by GC METAL Sp. z  o.o.
  2. Should an order be placed for the type of Goods that has been discontinued, GC METAL Sp. z o.o shall be entitled to replace the type of Goods ordered with the currently manufactured equivalent model, notifying the Buyer on the scope of such changes and the new product designation code. No response from the Buyer within 2 working days shall be tantamount to giving consent for replacement of the ordered type specified by GC METAL Sp. z o.o. In the absence of the Buyer’s consent to change the type of Goods, GC METAL Sp. z o.o shall refuse to accept the order.
  3. Irrespective of the regulations provided in these GTC, the Seller allows for the possibility of concluding individual contracts, and reserves the right to accept orders in part and to reject them without giving reasons.
  4. Cancellation by the Buyer of all or part of the order after the contract of sale has been concluded or introduction of any changes in the order shall not be recognized, unless such a possibility has been reserved in writing in the offer made by GC METAL Sp. z o.o or in the order confirmation, or if GC METAL Sp. z o.o agreed in writing to change order.
  5. The Buyer shall be liable to GC METAL Sp. z o.o for any damages arising from non-fulfillment  of  payment obligations as well as the cancellation of all or part of the order after concluding the contract of sale.
  6. In case of non-fulfillment  of  payment obligations by the Buyer or cancellation of all or part of the order, the Buyer, apart from the liability for damages referred to in clause 10, shall be obliged to pay an additional amount of 30% of the gross value of the order.
  7. In case referred to in clause 12, the Buyer shall accept the amount due to GC METAL Sp. z o.o and shall authorize GC METAL Sp. z o.o to deduct the amount referred to in clause 12 from advance payments made on account of the services to be provided. In such case, the Buyer shall be obliged to replenish such amount deducted from the advance payment or otherwise GC METAL Sp. z o.o shall not proceed to  fulfill the obligation.
  8. If the Buyer has not made any payments that can be set off with the claim referred to in clause 12, GC METAL Sp. z o.o shall be entitled to withdraw from the contract with the right to demand payment of the amounts referred to in clause 12.

 

 §4 Price and Payment Conditions

  1. The prices quoted in the offers of GC METAL Sp. z o.o shall be binding for the period stated in the offer.
  2. GC METAL Sp. z o.o in it offers presents net prices, unless explicitly stated otherwise.
  3. GC METAL Sp. z o.o reserves the right to  offer any rebates and discounts for the Goods and Services sold.
  4. GC METAL Sp. z o.o reserves the right to correct significant computational errors. GC METAL Sp. z o.o shall not be held responsible for any resulting damage incurred  by the Buyer.
  5. Payment for the Goods received and Services provided shall be made by the Buyer  immediately after an invoice has been issued to the Buyer or according to payment terms individually agreed in writing.
  6. All payments shall be made to the bank account of GC METAL Sp. z o.o indicated on the document which implies the obligation to pay or in cash against acknowledgement of receipt upon collection of goods from the named branch of GC METAL Sp. z o.o.
  7.  The date of payment shall be the date when the bank account of GC METAL Sp. z o.o is credited or when the full amount is paid in cash.
  8. Unless otherwise indicated in the offer, the Buyer shall be obliged to make an advance payment of no less than 30% of the price for the ordered Goods within 2 days following the receipt of the pro-forma invoice, however no later than before date of delivery of the Goods.
  9. In the absence of such advance payment within 2 days, GC METAL Sp. z o.o reserves the right to make changes to the conditions of the offer as regards the date of production and delivery.
  10. If the offer provides for the possibility to make partial advance payment, the Buyer shall be obliged to payment the same in the amount specified in the offer within 2 days following the receipt of the pro-forma invoice, unless the offer provides for a different date,  however no later than before the date of delivery of the Goods. The remaining part of the price for the Goods must be paid before shipment of the Goods to the Buyer, unless the invoice indicates a different date.
  11. The Buyer shall be obliged to settle all payments due to GC METAL Sp. z o.o in a timely manner. For each day of delay in payment,  GC METAL Sp. z o.o shall be entitled to charge statutory interest for the delay.
  12. GC METAL Sp. z o.o reserves the right to suspend the performance of the contract of sale and suspend  the issuance of the Goods in case of failure to make the required payment.
  13. GC METAL Sp. z o.o may suspend the performance of all or some of the contract of sale concluded with the Buyer, as well as suspend the acceptance of new orders from the Buyer, in the event of any arrears in the payment of the invoices due. In such case, the Buyer shall have no right to  assert claims for non-performance or improper performance of the contract, in particular any claims for compensation for damages caused to the Buyer due to suspended supplies.
  14. In the event of late payments, GC METAL Sp. z o.o may demand in  that the Goods collected and unpaid  be returned. The Buyer shall be obliged to return, at its own expense and risk, all unpaid Goods to the place indicated by GC METAL Sp. z o.o. immediately from the date of the demand.
  15. In case of failure to return unpaid Goods, GC METAL Sp. z o.o., the Buyer agrees to leave the Goods at the disposal of GC METAL Sp. z o.o allowing GC METAL Sp. z o.o to collect the same. All costs associated with the collection of the Goods  shall be borne by the Buyer.
  16. The Buyer authorizes GC METAL Sp. z o.o to issue VAT invoices without the signature of the person authorized to sign invoices on behalf of the GC METAL Sp. z o.o and to send them to the mailing address indicated by the Buyer.

 

§5 Time for Performance

  1. If the Goods ordered by the Buyer are located in the warehouses of GC METAL Sp. z o.o, the indicative delivery date shall be 30 working days from the date of receipt by GC METAL Sp. z o.o of the advance payment in accordance with the payment terms specified in the offer and clause  4 of GTC. GC METAL Sp. z o.o reserves the right to  extend the delivery date.
  2. In case of orders relating to the Goods that require individual preparation tailored to the Buyer’s order, the delivery date shall be agreed on a case by case basis, and shall run from the date of receipt by GC METAL Sp. z o.o of the advance payment in accordance with the payment terms specified in the offer and clause  4 of GTC.
  3. GC METAL Sp. z o.o undertakes to deliver the Goods in a timely manner. In no case, however, GC METAL Sp. z o.o shall not be held responsible for delays in deliveries of the Goods caused by reasons beyond the control of GC METAL Sp. z o.o and GC METAL Sp. z o.o shall not be held liable for liquidated damages payable by the Buyer to its contractors or other claims raised by the contractors against the Buyer for delays in the delivery of the Goods.
  4. Reasons beyond the control of GC METAL Sp. z o.o shall cover in particular those resulting from non-performance or improper performance of the contract by subcontractors of GC METAL Sp. z o.o.
  5. Should the Buyer fail  to collect the Goods within the time prescribed in the order or to pay the amount agreed by the Parties, GC METAL Sp. z o.o shall have  the right to charge for the cost of storing the Goods for the period of delayed collection at a rate of 0.1% of the value of uncollected goods for each day of delay. In such case,  the Goods shall be issued to the Buyer exclusively after accepting by the Buyer of the invoice issued for the storage costs.
  6. The Buyer shall be obliged to examine the delivered Goods immediately after its release in terms of quantity and quality. Such examination of the Goods by the Buyer shall be carried out by a person authorized to represent the Buyer, make declarations of will on behalf of the Buyer or a holder of a power of attorney to carry out the examination of the Goods. Examination of the quantity and quality of the Goods by a person not authorized to represent the Buyer shall result in the Buyer’s loosing the right to submit reservations as to the quantity and quality of the Goods  provided by GC METAL Sp. z o.o.

 

§6 Place of Delivery, Transportation Costs

  1. GC METAL Sp. z o.o shall be  obliged to deliver the Goods in accordance with the time limits agreed in the contract. Unless otherwise agreed,  the ordered Goods shall be collected from the premises of GC METAL Sp. z o.o located at ul. Wichrowa 4 in Poznań.
  2. In accordance with individual arrangements with the Buyer and at its expense, the Goods can be delivered by GC METAL Sp. z o.o to the address indicated by the Buyer. In such case, if the Buyer has not indicated a specific carrier, the carrier shall be selected by GC METAL Sp. z o.o.
  3. The risk of loss or damage to the Goods shall pass to the Buyer upon its release to the Buyer or its agent or the carrier, however no later than upon signing the acceptance report by the Buyer.

 

§7 Retention of Title

  1. GC METAL Sp. z o.o shall retain the title to the Goods all liabilities are settled by the Buyer, including secondary claims. A prolonged retention of title shall apply.  By then, the risk of loss, damage or impaired value of the Goods shall be borne by the Buyer.
  2. The retention of title by GC METAL Sp. z o.o shall not expire due to the fact that the Buyer has incorporated the   Goods in a property and / or building that belongs to the Buyer or a third party.
  3. Upon signing the contract, the Buyer shall transfer onto GC METAL Sp. z o.o all claims in relation to the Buyer’s contractors   that arise out of any subsequent sale of the Goods covered by the retention of title.
  4.  If before the payment of the price the Buyer transfers the title to a third party, the sum obtained thereby shall be first allocated to satisfy the claims of the GC METAL Sp. z  o.o.  If the sum obtained thereby cannot be recovered, the Buyer shall be responsible for the resulting damage.

 

§8 Warranties

  1. GC METAL Sp. z o.o provides a 1 year warranty on the Goods sold.
  2. The Buyer shall acquire the rights under the warranty on condition that:
  • full payment for the Goods and / or Services  was made within the period specified in accordance with these GTC or in a document defining the obligation to pay;
  • the acceptance report has been signed in the form of a delivery note, CMR or an equivalent  instrument without reservations;
  • the Goods are stored in a manner consistent with the instructions provided by GC METAL Sp. z o.o.,  in particular, in a sheltered place, without exposure to moisture and salt and other weather conditions;
  • the products are installed in accordance with the attached assembly instructions;
  • the product has been installed in an environment with a maximum C2 parameter. In case of an environment with higher parameters, the Parties shall determine individual terms and conditions of the warranty. The costs of environmental parameters examination shall be borne by the Buyer;
  • annual technical inspection are carried out and documented in the form of a technical inspection report;
  • GC METAL Sp. z o.o is notified about the existence of a product defect  within 14 days of its detection;
  • an e-mail is sent to GC METAL Sp. z o.o. to biuro@www.gcmetal.pl with images of defective products within 14 days after detecting the defect;
  • GC METAL Sp. z o.o. is allowed to carry out a site visit at the place where the claimed product is installed / stored;

 

  1. The Buyer shall lose its rights under warranty in the following cases:
  • GC METAL Sp. z o.o. is not notified about detecting a product defect  within 14 days of its detection;
  • annual technical inspection have not been carried out and documented in the form of a technical inspection report;
  • the Goods are stored contrary to the instructions provided by GC METAL Sp. z o.o.,  in particular, in an unsheltered place, exposed to moisture and salt and other weather conditions;
  • the products are installed contrary to the assembly instructions;
  • the products are installed in an environment with parameters exceeding C2;
  • failure to notify of the detected defect within 14 days and to send an e-mail to GC METAL Sp. z o.o. to biuro@www.gcmetal.pl with images of defective products;
  • GC METAL Sp. z o.o. is prevented from carrying out a site visit at the place where the claimed product is installed / stored;
  1. If a physical defect occurs in items that form the Goods, preventing their use in accordance with their intended purpose specified in the appendix hereto, GC METAL Sp. z o.o. undertakes to repair or replace such defective items with items  free from defects and cover any costs associated with such repair or replacement of defective items.
  2. GC METAL Sp. z o.o. shall be obligated to handle the complaint within 14 days of written notification of product defects.
  3. If the complaint  is accepted,  GC METAL Sp. of o.o. undertakes to repair or replace the goods during the warranty period with  new ones within 30 days of a written notice to the Buyer of accepting the complaint.
  4. Where GC METAL Sp. z o.o. under the warranty provides the Buyer with new Goods, the warranty period for those items shall run anew from the date of delivery of the goods free from defects. In other cases, the warranty period shall be extend by the time when due to the defect the Buyer was not able to use the Goods.
  5. Only the Buyer shall be responsible towards the users of the Goods for the reported claims and for the proper and timely execution of all warranty procedures.
  6. The warranty provided by GC METAL Sp. z o.o. shall not cover defects of the Goods which occurred after the release of the Goods to the Buyer for which the Buyer or third parties take full responsibility.
  7. In particular, GC METAL Sp. z o.o. shall not be held responsible for the compliance of the Goods with the expectations of the Buyer or users, the proper installation of the Goods and its compliance with the instruction manual and for selection of the Goods improper for a given destination and the guidelines set out in the provisions of law.
  8. GC METAL Sp. z o.o shall not be held responsible for goods that are not labeled with the logo of GC METAL Sp. z o.o.
  9. Liability under the statutory warranty shall be excluded. The liability for damages of GC METAL Sp. z o.o.  shall be limited to the value of the Goods sold. Furthermore, GC METAL Sp. z o.o. shall not be held responsible for any benefits lost   by the Buyer or the user of the Goods.
  10. If GC METAL Sp. z o.o. has issued warranty card for the Goods, the provisions contained in such warranty card  shall be in addition to the provisions regarding the scope of warranty contained in the GTC. In the event of any conflict between the  provisions contained in the warranty card and the General Conditions, the warranty card shall prevail,   with the exception of clauses from 8 through 12 of the present article, which shall apply regardless of the content of the warranty card.

 

 

§9 Intellectual Property

  1. GC METAL Sp. z o.o. reserves the intellectual property rights to all drawings, calculations, designs, documents of a consultative nature and other documents disclosed and / or delivered to the Buyer by GC METAL Sp. z o.o. upon signing the contract. They are designed exclusively for the performance of the contract and cannot be, either in part or in whole, reproduced or made available to third parties without the prior written consent from  GC METAL Sp. z o.o. and additional compensation.

 

§10 Force Majeure

  1. Neither Party shall be held liable for non-performance or improper performance of the obligations under the contract caused by Force Majeure.
  2. By Force Majeure the Parties understand any exceptional event beyond the control of a given Party that was impossible to predict and prevent, even if preventing the same would require actions the costs of which would outweigh the possible benefits; in particular, the events of Force Majeure shall include: war, natural disaster such as an earthquake or flood, explosion, fire, strike, etc.
  3. GC METAL Sp. z o.o shall not be responsible for  non-performance or improper performance of the obligations under the contract of sale resulting from non-performance or improper performance of the contract by subcontractors of GC METAL Sp. z o.o.

 

§11 Withdrawal from the Contract

  1. GC METAL Sp. z o.o. shall be entitled to withdraw from the contract f sale with immediate effect if the Buyer is in delay with the payment of the price or if a request has been filed  to initiate bankruptcy or rehabilitation proceedings   against the Buyer.

 

§12 Salvatory Clause

  1. The Parties agree that if any provisions of this Contract, by operation of law or a final or legally binding judgment of any court or administrative authority, are found invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
  2. The provisions of this Agreement that are invalid or unenforceable  in accordance with clause 1 shall be replaced, pursuant to this Agreement, with the provisions legally valid and fully enforceable, which produce legal effects as close as possible to the original economic benefits for each Party.

 

§13 Final Provisions

  1. These GTC are valid from 11 May 2016.
  2. Any amendments hereto shall not be valid unless made in writing.
  3. The Buyer shall not, without the prior written consent from GC METAL Sp. z o.o. transfer any rights or obligations under the contract of sale to third parties.
  4. The Buyer shall be obliged to notify GC METAL Sp. z o.o. about any changes in its address information and / or any of data required  to fulfill orders by GC METAL Sp. z o.o.
  5. GC METAL Sp. z o.o. does not assume any responsibility for the consequences of the Buyer’s failure to provide in the order  correct or complete data that would enable the proper performance of the contract.
  6. The Parties shall endeavor to amicably resolve any disputes regarding the interpretation or performance  of the contract of sale.
  7. The competent court for resolving any disputes shall be the court having the jurisdiction over the seat of GC METAL Sp. z o.o.