Sales conditions

I. Application of the General Terms and Conditions of Sale

These “General Terms and Conditions of Sale”, hereinafter referred to as [GTCS], apply to transactions made between the parties, the subject of which will be the sale of goods (constituting the subject of the Seller’s commercial activity) made by Kraus Folie Sp. z o.o. with its registered office in Kalisz – referred to in these GTCS as the [Seller], for the benefit of any entity that makes a purchase for the purpose related to its business activity (i.e. not as a consumer within the meaning of Article 384 § 3 of the Civil Code) – referred to in these GTCS as the [Buyer].

II. Orders

1. Unless otherwise stipulated by the Seller, the offer of sale made to the Buyer by the Seller is valid for 30 days from the date of its sending by the Seller. No such proposal (including a proposal called an “offer”) constitutes a sale offer binding on the Seller – within the meaning of the Civil Code, but only a proposal to place an order by the potential Buyer. The price proposed by the Seller does not include the costs of certificates, attestations, tests and packaging of goods demanded by the Buyer, which will be added to the price of the goods, unless the parties agree otherwise.
2. The order sent to the Seller by the Buyer must contain the Buyer’s data, detailed information about the ordered product to the extent necessary for its identification (e.g. reference to the Seller’s proposal, if placing such a proposal preceded the placement of the order) and data on the conditions of order fulfillment desired by the Buyer.
3. Placing an order does not bind the Seller, and the lack of its response will not mean tacit acceptance of the order. If the Seller accepts the order with reservations, the Buyer is bound by the content of these reservations, unless he immediately presents his possible comments. Prompt submission of such comments shall be deemed to be the submission of a new order, and the provisions of the preceding sentences shall apply accordingly.
4. The fact of accepting the order does not bind the Seller in a situation when for reasons beyond his control, in particular due to force majeure or the behavior of the Buyer or third parties (including the seller’s suppliers), the delivery and sale of goods is impossible or excessively difficult.
5. Acceptance of the order is not binding on the Seller also in a situation where the total liabilities of the Buyer towards the Seller exceeded the amount of trade credit possibly granted to the Buyer by the Seller, or if the Buyer is late with the payment of any amounts due to the Seller.
6. In the case of ordering non-standard goods by the Buyer (i.e. not being at the Seller’s current sale or packaged, e.g. cut, in a manner different from the factory one), the Seller may demand the Buyer to pay an advance payment of up to 30% of the gross value of the ordered goods, unless the parties agree otherwise. The advance payment is settled upon receipt of the goods (or its last batch) by crediting it towards the Ordering Party’s obligations, and in the event of failure to collect the goods by the Buyer, it is retained by the Seller as a contractual penalty.

III. Deliveries and consequences of failure to meet deadlines

1. If the goods are delivered by an independent Carrier, the responsibility for the goods passes to the Buyer at the time of handing over the goods to the Buyer by the Carrier. If the Buyer collects the goods from the Seller’s warehouse, using their own transport, they take responsibility for the goods at the time of handing over the goods from the Seller’s warehouse to the person running the Buyer’s means of transport.
2. If the parties’ arrangements (confirmed by an order or a separate agreement) do not contain detailed information on the quality and packaging of the goods, it will be presumed that the goods should be delivered of a quality corresponding to the requirements for a given type of goods, and that they should be packed or unpackaged – in accordance with the applicable regulations and standards applicable in the Seller’s company or in the companies of its suppliers.
3. The cost of packaging other than specified above in point III.2., which the Buyer requested, shall be charged to the Buyer at the price of the Seller’s own costs. The buyer may also be charged with the costs of the requested security or insurance of the goods for the duration of transport.
4. The Buyer is obliged to control in particular the condition of the shipment (cargo) and the quality, quantity and assortment of the delivered goods immediately after their delivery (release) and make an appropriate annotation on the consignment note, Packing List or other proof of release, as well as immediately report to the carrier (in accordance with the relevant transport regulations) and the Seller, in writing, any reservations in this regard and allow the Seller’s representative to investigate,  goods intact. Receipt of the goods by the Buyer without examining them or not raising objections immediately after the examination of the goods will be considered as confirmation that the goods have been delivered correctly, in the correct quantity and have the correct features and properties.
5. If, due to the type of packaging or for any other reason, it is not objectively possible to carry out an immediate inspection of the delivered goods, the inspection on receipt should include at least the consignment note, the quantity and condition of the packaging, data on the marking of the goods on the packaging and damage visible from the outside. As soon as it becomes objectively possible, but at the latest when unpacking the goods, before they are used, a detailed, full inspection of the goods should be carried out.
6. Under pain of losing the right to pursue any claims from the Seller for defects of the goods or non-compliance of the delivery with the order or its confirmation – the Buyer is obliged to complete all formalities provided for above in the preceding paragraphs, in particular to report the irregularities to the Seller immediately after they have been found, but not later than at the moment when, in accordance with the above provisions, it was possible to find irregularities.
7. The Seller shall not be liable for any failure to comply with any deadlines resulting from the conclusion or performance of this agreement, if these failures are not due to his sole fault.

IV. Warranties and complaints

Responsibilities

1. We provide a 3-month warranty for all manufactured materials
2. Any liability of the Seller related to the conclusion of the contract or the sale of goods, regardless of the title of this liability, does not include compensation for damages related to expected profits, lost profit, production losses, loss of market reputation, etc.
3. Any liability of the Seller related to the conclusion of the contract or the sale of goods, regardless of the title of this liability, may not exceed in total 30% (thirty percent) of the net price of the goods to which the circumstances constituting the basis for the Seller’s liability relate.
4. The Seller bears responsibility for the possession of specific features by the goods or for the suitability of the delivered goods for the purposes desired by the Buyer only under the condition that the Seller has given the Buyer a written assurance that the goods have specific features or that they are suitable for these purposes.
5. Apart from the above-described liability for defects of the goods, the Buyer is not entitled to compensation for any damage caused by the goods (including a dangerous product) or in connection with their possession or use – except for the mandatory liability resulting directly from the mandatory provisions of law.
6. If a third party brings any claims against the Buyer that may be related to the goods sold by the Seller to the Buyer or the products for the production of which the goods sold to the Buyer by the Seller were used, the Buyer should immediately notify the Seller so that the Seller can participate in proceedings related to the claims of that person, otherwise the Seller shall be excluded from any liability of the Seller in connection with such claims Claims.

Dispute Resolution and Governing Law

1. To resolve any disputes that may arise between the parties and may be related to relations based on sales agreements concluded by the parties or other agreements to which these General Terms and Conditions of Sale would apply, the common court with subject matter and place jurisdiction over the Seller’s registered office will be exclusively competent.
2. These General Terms and Conditions of Sale shall apply to any sales agreement under which the Seller sells any goods to the Buyer (if the Buyer has been informed about them in any form and at any time or could easily become familiar with their content and if the parties have not excluded the application of these – all or some of them – terms and conditions in writing) as well as – to the extent not regulated in these GTCS – the relevant provisions of the Code Civil Procedure and other mandatory legal acts.
3. Regardless of the content of these General Terms and Conditions of Sale, the agreement between the parties may be amended accordingly in the event of the introduction of mandatory legal acts, the content of which will result in additional obligations of the parties. In particular, the Seller may refer to any changes in regulations and circumstances, which may entail a change in operating costs or burdens of a public law nature, and thus a change in the terms of the offer submitted by the Seller or the contract already concluded between the parties but not yet performed.

Other

1. Unless the parties agree otherwise – in writing – it shall be considered that the Seller’s obligation does not include any other performance than handing over the goods to the Buyer constituting the subject of the parties’ agreement and transferring the ownership of these goods to the Buyer after receiving the sale price from the Buyer (in particular, the Seller’s obligation does not include technical service regarding the use of the goods).
2. Subject to situations otherwise regulated in the content of this agreement, the following circumstances may constitute, without consequences for the parties, the basis for withdrawal from the agreement, if they occurred after the conclusion of the agreement and significantly hinder its performance: labor conflict and any other circumstance beyond the control of the party (e.g. force majeure), such as, in particular, fire, war, mobilization or unforeseeable conscription to military service,  other events of similar scope or importance, requisitions, seizures, currency restrictions, failure of equipment or machinery, failure of IT systems, sabotage, strike, uprisings and riots, shortage of means of transport, general shortage of goods, cancellation of part of production or fixed or current assets, restrictions on means of propulsion and defects, delays or omissions on the part of carriers, manufacturers or subcontractors of goods being the subject of sale or other persons Third party. A party is also not responsible for any consequences resulting from the conduct of the other party or third parties, for the conduct of which the party is not legally responsible. If the agreement cannot be performed in a timely manner, each party has the right to withdraw from this agreement in the part of the agreement whose performance has been hindered for the reasons mentioned above. If the contract cannot be performed in a timely manner, each party has the right to withdraw from the contract in the part whose performance has been hindered for the reasons mentioned above.