Terms of sale
General Terms of Sales BTH Import Stal Alicja Kotarba registered office in Krakow
I. General terms
1.The General Terms of Sales define the conditions of concluding sales agreements for goods offered by Biuro Techniczno-Handlowe BTH Import Stal Alicja Kotarba registered office in Krakow, further on referred to as the SELLER.
2.The General Terms of Sales, further on referred to as GTS, constitute an integral part of all sales agreements concluded by the SELLER, including complementary or replacement deliveries; they define the relation between the SELLER and the BUYER. Any alterations to the General Terms of Sales need to be stated in a written form, otherwise they are deemed invalid. In case of any discrepancy between the conditions of sales agreement arranged by the two Sides and the General Terms of Sales, the former are applicable.
3.The General Terms of Sales should be read and accepted by the BUYER no later than on the day of placing the order; they are available at www.bth.pl . If the BUYER remains in regular business contacts with the SELLER, the acceptance of the General Terms of Sales on placing the first order is considered valid for all other orders and sales agreements until their content has been altered or they have been cancelled altogether.
4.If the BUYER fails to accept the GTS, the SELLER retains the right to withhold the transfer or stop the delivery of goods until the BUYER accepts the GTS in a written statement. The SELLER may set up an additional deadline for the BUYER to accept the GTS, if the deadline, however, is not kept, the SELLER may withdraw from an agreement.
II. Sales agreements
1.The sales agreement is deemed as concluded when the BUYER places a written order in the SELLER’s office. The SELLER reserves the right to refuse an order within the period of 5 days since the day of placing the order. Within the same period of time, the BUYER may cancel the order. The SELLER needs to be informed of the cancellation of order by the BUYER in a written form, otherwise it is deemed invalid. If the SELLER refuses to accept the order or the BUYER cancels the order, the agreement has not been concluded.
2.Any alterations to the conditions of agreement or other changes arranged orally are binding, only if they have been confirmed in a written form by the SELLER and are applicable exclusively to a given business transaction.
3.Besides the regulations defined in the GTS, the SELLER may enter into individual agreements, and reserves the right to accept parts of orders and refuse orders without explaining the reasons.
III. Information on goods, offers, standards, pricelist
1.All technical information about goods as stated in catalogues, prospectuses and other advertising material presented by the SELLER is approximate and is binding only in such a range as accepted by both Sides.
2.The BUYER is obliged to know technical parameters of the goods ordered. The SELLER is obliged to deliver the goods in accordance with the BUYER’s order and does not bear any responsibility for its further use.
3.All advertising materials and catalogues are only informational. Standards and samples presented by the SELLER are to be treated as visual presentation of goods on offer.
4.Prices as specified in pricelists sent to customers are valid until the SELLER issues a written announcement of changes in prices.
5.Prices offered by the SELLER do not include VAT, unless it is clearly stated otherwise.
6.All products will be invoiced at the price in effect on the date of placing an order.
7.All price exception requests, discounts or reductions granted by the SELLER require a prior written agreement.
IV. Realization of order
1.While realizing an order, due to the character of products offered, The SELLER reserves the right to retain 10% margin in quantity of goods delivered, and 15% margin in case of coils.
2.Goods are sold quantitatively by units (e.g. mb, kg)
3.The BUYER is responsible for making sure that all technical parameters, the quality and quantity of goods s/he orders meet his/her needs. If the order does not specify whether the goods should in any way comply with the norm, or does not include the specification of the desired quality of goods ordered, the delivered goods will be treated as ordinary, in which situation the SELLER does not bear responsibility for any special quality requirements.
4.The SELLER explains that in case of corrosion resistant steel products, it is impossible to fully rule out the existence of defects provided by the norms. Therefore, the BUYER is obliged to subject the products before their proper use to tests required by the Polish law.
5.All seals of approval, certificates or other documents confirming the quality of goods are attached to the goods delivered, if such a requirement has been specified in an order or agreement. The SELLER does not verify the technical information included in seals of approval, certificates and other documents confirming the quality of goods.
V. Lodging a complaint, responsibility for defects
1.The BUYER is obliged to check the quality and quantity of goods ordered and whether they contain any hidden defects immediately after the shipment.
2.Any complaint as to the quantity of goods delivered must be lodged immediately after the shipment, not later, however, than 3 days since the date of reception of goods. Otherwise it will be deemed invalid.
3.Any complaint as to the quality of goods delivered must be lodged immediately after the shipment, not later, however, than 14 days since the date of reception of goods. Otherwise it will be deemed invalid. Complaints as to the quality of goods may be registered not later than 1 year from the date of receiving the goods, a sample must be attached. Currently binding technical norms are taken into account while considering any quality complaint.
4.The product questioned should be available in an unprocessed form to the SELLER all throughout the period of examining the complaint, until it is concluded, that is, until the SELLER issues information to the BUYER.
5.If a complaint is deemed legitimate, the SELLER may, at his/her own discretion, either exchange the product for a new one, free of defects or remove a defect. The response to the complain in one of the above ways means that no further compensation may be claimed.
6.The BUYER who accepts the goods as meeting his/her requirements, despite apparent defects, may demand a reduction of price.
7.The SELLER may refuse a complaint, if the product was put to improper use or processed in an improper way by the BUYER.
8.If only some of the goods sold and delivered contain defects and they may be separated from the rest of goods that are free of defects, the BUYER has the right to cancel an order or withdraw from an agreement only with reference to the goods with defects.
9.Until a complaint has been finally settled, the BUYER is obliged to store the questioned product in a proper way that is one which secures it against any potential damage or loss.
10.If, due to a physical defect of a product, the BUYER cancels an order or demands that the product free of defects be delivered, the BUYER cannot sent the product back without a prior permission by the SELLER.
11.The SELLER’s responsibility for any damages occurring as a result of defects, in case of realization of the rights under warranty, is excluded on basis of art. 558 of the Civil Code.
12.Lodging a complaint as to the quantity or quality of the goods delivered does not exempt the BUYER from payment for the deliveries realized.
13.Any complaint will be inquired into only after a complaint protocol and photographs have been prepared by the SELLER’s sales representative, immediately after a complaint has been lodged by the BUYER.
14.The SELLER does not bear any responsibility for the goods used in a way not in compliance with their purpose or technical parameters, the goods damaged due to mistakes committed during the process of the goods’ design and production by the third person, or damaged as a result of use not compliant with the producer’s instructions and recommendations.
15.The SELLER does not bear responsibility for any damage caused during unloading.
16.The SELLER has the right to stop the settlement of the Buyer’s complaint until the BUYER makes all delayed payments.
17.Accepting the present complaint procedure means that the BUYER resigns from the right to deduce his claims.
18.The goods questioned by the BUYER and accepted by the SELLER may be returned only if they are free of damage, unprocessed in production processes by the BUYER and identifiable as to their parameters as stated in the seals of approval. In case of factory-sealed goods, they must be returned in original, undamaged packaging.
19.The return of goods takes place only after a prior written notification to the SELLER and after a written confirmation from the SELLER.
VI. Delivery, terms and costs of delivery
1.The shipment of goods is realized on the basis of an order.
2.An order should be placed in a written form and contain the name and address of the BUYER, type and quantity of products ordered, date and place of delivery, form and date of payment, as settled with the SELLER, and affixed with a stamp with the company’s name and signed by the person authorised to place orders on behalf of the BUYER.
3.The SELLER is obliged to keep the date of delivery only if s/he has confirmed it in writing. The BUYER is obliged to collect the goods on the day settled in an order.
4.In case of delays in delivery caused by the SELLER, the BUYER has the right to assert his/her statutory rights only if the SELLER, despite a prior written arrangement of an additional date of delivery, and despite a written call, still fails to realize a delivery and the requirements included in point 2 have been kept.
5.The date of delivery may be postponed by the time of a hindrance caused by the circumstances independent of any of the Sides, e.g. delayed delivery by the SELLER’s deliverers, force majeure, unpredictable disturbance in the work of the SELLER such as black-out, delays in transport, including blockades of the road, temporary limitations in heavy vehicle traffic, shortage of electricity, shortage of raw materials, etc. If one of the aforementioned circumstances was the cause of delay in delivery by the SELLER, the BUYER cannot claim any compensation for damage caused by non-performance of agreement or its delayed realization.
6.The BUYER is obliged to collect the goods or service immediately after s/he has been notified of its availability in the SELLER’s storehouses. In case of delay in collecting the goods, the BUYER may be charged with the costs of storage with all other rights reserved by the SELLER. Each partial delivery should constitute a separate transaction and a separate invoice may be issued by the SELLER.
7.If an order has been cancelled in parts or as a whole (exclusively with the SELLER’s written consent), the BUYER is obliged to cover all the costs borne by the SELLER and connected with the realization of the order. An order cannot under any circumstances be cancelled without the SELLER’s prior written consent.
8.If the BUYER decides to use the SELLER’s (or his/her deliverers) means of transport for a delivery, the BUYER is obliged to provide all the necessary means to facilitate unloading.
9.The SELLER reserves the right to change the time and date of delivery, if there arise circumstances independent of the SELLER, e.g. limitations in road traffic, the weather conditions, blockades on the road, etc. In case any of the above circumstances causes the delay in delivery, the BUYER will not claim any compensation for delay.
10.The BUYER guarantees that the roads leading to the place of unloading are wide enough for a vehicle of 10 tones axle load, with 13,6 m long and 4 m high semi-trailer. The BUYER is obliged to inform the SELLER in writing while placing an order about any provisional difficulties, accepting at the same time any possible delays in delivery thus resultant.
11.The costs of delivery and other additional services are established individually on placing an order. All other expenses that can be incurred while realizing an order such as costs of re-packaging, cutting, foil-wrapping, reloading and other fees and taxes are to be borne by the BUYER, unless the two Sides have arranged it otherwise.
12.The SELLER explains that in case of delayed payments and interest, or exceeding a term of loan by the BUYER and the BUYER’s acting to the detriment of the SELLER, a realization of other orders may be cancelled until all due payments are made.
VII. Realization of a delivery and risk transfer
1.Unless stated otherwise in writing, the risk connected with the delivery of goods is transferred on the BUYER, the moment goods are collected by the person authorized, including a forwarding agent or carrier.
2.If no detailed arrangements included in specifications prepared by the BUYER have been made, delivery takes place as arranged by the SELLER without any guarantee as to the quickest and cheapest means of transport.
VIII. Packaging
1.The SELLER will spare no effort to use the best packaging for the goods sold.
2.The costs of materials used for packaging are borne by the SELLER, and do not need to be returned, with the exception of pallets. The SELLER may charge a cash deposit for pallets to the amount arranged with the BUYER.
3.The costs of pallets are not included in the price of goods. If the goods are transported on pallets, the SELLER may, at the end of each quarter, send to the BUYER a list including the number of pallets sent to the BUYER and currently being in the BUYER’s possession. The pallets must be returned within 14 days starting from the date of receiving by the BUYER the letter in which the SELLER states how many pallets are to be returned by the BUYER in a given quarter.
4.If the BUYER fails to return the pallets within the period of 14 days, the SELLER will issue a VAT invoice for the number of pallets not returned with an immediate date of payment, without the possibility to return the pallets later. The cost of pallets is established according to the SELLER’s current pricelist. Moreover, the SELLER reserves the right to recognise any payment made by the BUYER, in the first place, as the repayment of VAT invoices for the pallets not returned.
5.If the pallets are returned by the BUYER within the time limit set by the SELLER, the SELLER bears the costs of the return transport. If the pallets are returned after the time limit set by the SELLER, it is the BUYER who bears the costs of the return transport.
6.The BUYER is obliged to notify the SELLER of the intention to return the pallets, as the SELLER needs to prepare their collection.
IX. Compensation
1.The SELLER explains that any claims for compensation concerning the realization of an order, resulting from defects, if those are not the SELLER’s conscious fault, have no substantiation.
2.The BUYER is obliged to comply with the instructions of further processing of goods (production instructions), assembly instructions, instructions for starting and service. The SELLER does not bear any responsibility, if the BUYER does not comply with these instructions or does not abide by the legally defined terms for use or introduction of a building product for sales and general use.
X. Terms and conditions of payment
1.The BUYER is obliged to make a payment for the goods received, without any deductions, immediately after the invoice has been issued or in accordance with the conditions of payment arranged by the two Sides.
2.The BUYER becomes a lawful owner of the goods on the day of payment of the total amount due and in terms defined by the SELLER (reservation of the ownership of a thing sold - art. 589 of the Civil Code), unless it was arranged otherwise by the two Sides. If so, the arrangements require a written form to be valid.
3.The date of payment transfer onto the SELLER’s bank account is considered the date of realization of a service.
4.In case of delays in payment the SELLER has the right to calculate statutory interest for each day of delay starting from the day following the date of due payment.
5.In case of delays in payment, the SELLER is entitled to enforce the payment of not only the due amount or statutory interest for each day of delay, but also court fees, costs of execution, representation of a lawsuit, and all the other costs connected with a vindication of amount due.
6.If the BUYER is behind with payments for more than one invoice, the SELLER has the right to recognise any payment made by the BUYER on account of any invoice against, in the first place, the repayment of interest for delay, and other amounts due for the longest time.
7.The BUYER does not have the right to present to the SELLER a declaration about deduction.
8.Bills of exchange and cheques are accepted only as a means of securing the claims after a prior arrangement with the SELLER.
9.In case of ordering goods and failing to collect them, withdrawing from an order or any other way of repudiating a contract, the SELLER has the right to work out a stipulated penalty to the amount of 25% gross for the part of an order that has not been realized.
10.In case of cancelling an order for custom-made goods, a stipulated penalty is 100% of the goods’ gross value. All advance payments made by the BUYER for this order will be recognized against the repayment of stipulated penalty.
11.Deliveries of custom-made goods require an advance payment to the amount stated by the SELLER.
12.The SELLER has the right to claim compensation higher than the value of stipulated penalties.
13.The BUYER is obliged to notify the SELLER, without delay, of any change of address of its registered office, place of living and correspondence address. If the BUYER fails to do that, any correspondence sent to the addresses given in an order or any other agreement will be deemed as accepted.
XI. Final provisions
1.Legal relations with the BUYER are regulated exclusively by the Polish law. The place of realization of any obligations resulting from the present regulations is the city of Krakow.
2.The SELLER and the BUYER shall seek amicable adjustment of all disputes resulting from realization of agreements subjected to the present terms. If no amicable adjustment is possible, all disputes resulting directly or indirectly from the present regulations are to be decided by the common courts of law having jurisdiction over the SELLER’s company’s seat. The SELLER, however, reserves the right to bring in a lawsuit to the court having jurisdiction over the BUYER’s company’s seat, if it may speed up the adjustment of a dispute.
3.Any cession of rights resulting from the agreement with the Deliverer or from an order placed vis-à-vis the third person is impossible without a prior written consent by the SELLER.
4.If any of the regulations included in the GTS ceases to be effective as a result of differing statutory regulations being introduced, any of the other provisions remain binding.
5.By accepting the GTS the BUYER agrees for his/her personal data to be processed by the SELLER for the purpose of realizing an order and other marketing purposes.
6.By accepting the GTS the BUYER agrees for his/her personal data to be processed by the SELLER and other subjects acting on his/her behalf in Poland and abroad while realizing sales agreements of goods offered by the SELLER and for marketing purposes. The BUYER is entitled to any rights under the Act of 29th August 1997 on personal data security (Journal of Laws of 1997, No. 133, item 883 with further changes); in particular s/he has an access to his/her own data.
7.To all matters not settled herein appropriate provisions of the Polish Civil Code and the Act of 12th June 2003 on payment terms in business transactions (Journal of Laws 2003, No. 139, item. 1323) shall respectively apply.
Krakow, March, 8th 2006
