General Sales Terms
GENERAL SALES TERMS (GST)
MetalFox sp. z o.o., ul. Wrocławska 75/39, 63-200 Jarocin
from 1.07.2022 r.
I. Scope of application.
- The GSTs are applicable and constitute an integral part of any Goods Sales or Delivery Agreement concluded by MetalFox sp. z o.o. with third parties, unless such Agreement states otherwise.
- The GSTs’ receipt for an Order placed by the given Buyer is deemed as their acceptance by the Buyer for all further Orders and Agreements, unless the Agreement clearly states otherwise.
The definitions used in the General Sales Terms have the following meaning:
GSTs – these General Sales Terms;
Buyers – entity that concludes a Goods Sales or Delivery Agreement with the Seller;
Order Confirmation – the Seller’s declaration on Order acceptance issued to the Buyer, also referred to as the “OC”;
Seller – MetalFox sp. z o.o. Wrocławska 75/39 63-200 Jarocin, NIP: 6172221405
Goods – all products covered by the Seller’s offer;
Agreement – sales agreement or delivery agreement concluded by and between the Seller and Buyer,
Order – a declaration of the Buyer’s will to conclude an Agreement with the Seller (fax, e-mail, letter)
III. Agreement conclusion.
- An Agreement is concluded as result of the following:
a) the Parties’ conclusion of a written agreement,
b) the Parties’ filing of at least the following statements:
– submitting an Order to the Seller by the Buyer and then an Order Confirmation by the Seller,
- The Seller may at any time withdraw or change the Offer.
- The Buyer’s Order placement is a submission of its declaration of will to conclude with the Seller an agreement with the contents specified in the Offer, Order and the GSTs.
- The Buyer’s Order requires confirmation by the Seller. The Seller’s silent Order Confirmation is hereby excluded.
- The Agreement is concluded at the time of the Seller’s Order Confirmation submission to the Seller. The Agreement is concluded solely on the terms specified in the declarations indicated in Order Confirmation.
- The final terms of the Agreement are determined by the Seller’s Offer or Order Confirmation. The offer itself does not reserve the material, nor does it include packaging and transport costs.
- If the Order Confirmation contains changes to the offer or the Order, the Buyer has the right to submit reservations to the Order Confirmation, with the fact that he will do so, no later than 2 days from the date of receipt of the Order Confirmation from the Seller. No comments to the above-mentioned conditions for answering the question for the Buyer’s acceptance of the terms of the agreement without reservations.
- If the Buyer finds the above choice, the Seller will make the purchase in the new offer or the Order Confirmation or will inform the Buyer about the rejection of reservations or the absence of a agreement. The possibility of concluding the agreement with the Buyer’s reservation is excluded without their approval by the Seller. In case of doubt, it is considered that the Seller has rejected the reservations and the Agreement has been concluded on the terms previously specified by the Seller.
- Any assurances, guarantees, promises or changes to the Agreement, or GST made in any form by the Seller’s employees, and not confirmed in the Seller’s Offer or Order Confirmation, shall not be binding on the Seller.
- The Goods’ price is a net price and does not include any customs fees, taxes or other financial burdens imposed on the Goods by the law. VAT will be added to the price at the rate resulting from legal provisions, if it is due.
- The price is fixed throughout the Agreement’s term, subject to paragraph 3 and 4.
- If the rules of the tax law require the Buyer to provide a tax residence certificate and the Buyer does not provide the Seller with such a certificate, the Seller is entitled to increase the Goods’ price by the withholding tax amount that the Seller is obliged to pay.
- If there is a change in economic conditions that, in the opinion of the Seller, significantly reduces the profitability of the execution of the Agreement or makes its execution more difficult, in particular changes in raw material prices, production costs, remunerations or public obligations, the Seller is entitled to unilaterally amend the terms of the Agreement by adjusting the selling price or delivery dates. In the case of non-acceptance of new terms and conditions of the Agreement, the Buyer, within 7 days of their presentation, is entitled to withdraw from the Agreement in the part in which the Agreement has not yet been executed and to which the change refers.
V. Payment terms.
- The Buyer pays the Goods’ price to the bank account number specified by the Seller in the VAT invoice.
- Unless the Agreement specifies the price payment date, 100% prepayment will be made at least 3 days prior to the date of the Goods’ loading at the Seller’s site and the failure to make the payment within the specified date entitles the Seller, without prejudice to further-reaching rights, to withhold the Goods’ delivery and process the Orders already accepted. Furthermore, the Seller may make dependent the processing of further Orders of the Buyer that is in arrears with any payments or makes untimely payments, on the prepayment towards a new Order or to settle all arrears so far.
- Unless the Parties agree otherwise in the Agreement, the Goods’ deliveries will be carried out according to the EX Works clause, pursuant to Incoterms 2020.
- Unless the Parties agree otherwise, all documents submitted with the delivery will be provided in Polish.
- The Buyer will confirm the Goods’ acceptance by placing a company stamp and signature of a person authorised by the Buyer and specified in the Agreement, Order or in e-mail form, on the shipping documents (delivery note and/or packing list and/or waybill) along with the Goods’ acceptance date. If the Buyer does not specify an authorised person or if the person is absent on the delivery date, the Seller can issue the Goods to a person present at the delivery place, which will be deemed as effective Goods’ issuance.
- The price unit determined in the Agreement applies to the form and address of delivery specified in the Agreement.
- The Parties permit quantitative deviations of the Goods’ delivered of +/- 10% in relation to the quantity deriving for the given delivery from the Agreement.
- The Sellers reserves that the date of delivery specified in the Agreement, Offer or Order Confirmation is only approximate, the most probable, and the Seller is obligated to exercise due diligence to meet the indicated date. If it is not possible to meet the deadline, the Seller should immediately notify the Buyer of a new delivery date. the contract performance date will be determined after sending the order along with the current DXF/DWG documentation.
- The Buyer can’t refuse to accept late or partial deliveries of the Goods. All deliveries are of divisible nature and independent from the others.
VII. Statutory defects warranty.
- The Buyer is obliged to thoroughly check the Good’s at the time of delivery and prepare an appropriate protocol together with the carrier or make an annotation on the shipping documents in the event of any deficiencies or damage that may have arisen in the transport. Complaints about deficiencies or damages should be reported immediately, no later than within 3 days.
- In case of the Goods’ physical defect, the Buyer will file a qualitative complaint to the Seller within 7 days from the Goods’ delivery date and in case of hidden defects – within 7 days from the date of documented defect identification, however no later than within 6 months from the Goods’ delivery date.
- The complaint should be filed at least in e-mail form and include full identification of the product: invoice number, lot number, quantity, basis for complaint with documentation in the form of samples, description, photos and should be filed within the times specified in paragraphs 1-2 above; otherwise the Buyer will lose any relevant rights and claims, to which the Buyer agrees.
- The Seller will respond to the complaint within 14 days from the complaint’s delivery date. The Seller’s silent complaint recognition is hereby excluded.
- In case of complaint recognition, the defect will be removed by the Seller through the reduction of the price of defected Goods or the delivery of the missing Goods’ quantity or Goods free from defects, within 60 days from the complaint recognition date. Unless the Parties agree otherwise at least in e-mail form, in case of a qualitative defect, the Buyer is obliged to return the defective Goods to the Seller within 14 days from the Seller’s complaint recognition date. The delivery of Goods free from defects will take place following the same terms applicable to the original Goods’ delivery, unless the Parties agree otherwise.
- Filing a complaint does not constitute the basis for suspending the Seller’s further Goods’ deliveries or for suspending the Buyer’s payments.
- The statutory defects warranty period lasts for six (6) months from the Goods’ delivery date.
- The statutory warranty does not cover the following defects:
a) defects deriving from the Buyer’s breach of the principles specified by the Seller on www.metalfox.pl, order specifications or the Goods’ use contrary to their intended purpose;
b) defects of a product or goods manufactured by the Buyer with the use of the Goods, even if the Goods were defective and the Buyer could find the defect before processing it, with due diligence.
c) defects of systems, materials, machinery, etc. with which the Goods will be combined, constitute a part of or with which they will interoperate, even if the Goods were defective and the Buyer could find the defect before processing it, with due diligence.
- The provisions of this point VII exhaust all statutory warranty claims, unless the Seller fails to fulfil the defect removal obligation pursuant to paragraph 5 above.
a) wynikłych z naruszenia przez Kupującego zasad podanych przez Sprzedawcę na stronie metalfox.pl, specyfikacji do zamówienia lub wykorzystania Towaru niezgodnie z przeznaczeniem;
b) produktu lub towaru wykonanego przez Kupującego z zastosowaniem Towarów, nawet jeżeli Towar był wadliwy, a Kupujący mógł stwierdzić wadę przed jego przetworzeniem, przy zachowaniu należytej staranności;
c) instalacji, materiałów, maszyn itp. z którymi Towar zostanie połączony, których stanie się częścią lub z którymi będzie współpracował, nawet jeśli Towar był wadliwy, a Kupujący mógł stwierdzić wadę przed jego przetworzeniem, przy zachowaniu należytej staranności.
Postanowienia nin. Punktu VII wyczerpują wszelkie roszczenia z tytułu rękojmi, chyba, że Sprzedawca nie wywiąże się z obowiązku usunięcia wady w sposób podany w ust. 5 powyżej.
VIII. Delay in Goods acceptance.
- In the event of the Buyer’s delay in collecting the Goods, the Buyer will be obliged to reimburse the Seller for all related costs, including additional costs related to transport or subsequent delivery attempts, the costs of storing the Goods, the costs of reloading the goods, etc. In addition, the Seller will be entitled to suspend any further deliveries or production of the Goods, in accordance with a given or other Agreement with the Buyer, and unilaterally change the dates of these deliveries.
- In the event that the Buyer’s delay in collecting the Goods exceeds 7 days, the Seller may, at its own discretion, withdraw from the Agreement in whole or in part as to the Goods affected by such delay, or sell the delayed goods on behalf and at the risk of the Buyer, the terms and conditions set by them, and the sale price obtained shall be applied towards the payment of the Buyer’s obligations towards the Seller.
IX. Contractual penalties.
- The Seller can request the Buyer to pay a contractual penalty:
a) for delay in accepting the Goods, including accepting stored Goods, caused by reasons not attributable to the Seller – at the rate of 1% of the Goods’ net value for each day of delay;
b) in case of the Seller’s withdrawal from the Agreement for reasons attributable to the Buyer or the Buyer’s withdrawal from the Agreement for reasons not attributable to the Seller – at the rate of 20% of the Agreement subject’s net value.
- Contractual penalties are subject to accumulation. In case of the Seller’s withdrawal from the Agreement, contractual penalties charged prior to the withdrawal, including contractual penalties specified in paragraph 1 (a) above remain in force and the Seller is entitled to seek their payment.
- The Seller is entitled to claim compensation exceeding the amount of the contractual penalty.
X. Withdrawal from Agreement.
The Buyer can withdraw from the Agreement, only in the part not performed with immediate effect, if the Seller fails to comply with the Goods’ delivery dates set in the Agreement and GSTs by over two months.The Seller can withdraw from the Agreement in the non-executed part with immediate effect if the Buyer fails to comply with the price payment date set in the Agreement and GSTs by over 14 days.
The exercise of the right to withdraw from the Agreement, regardless of the basis, requires prior submission of notification at least in e-mail form and designation of an additional term, not shorter than 7 days.
XI. Force majeure.
A Party is not liable for the non-fulfilment of obligations under the Agreement, if it was caused by reasons not attributable to it, that could not have been foreseen at the time of the Agreement’s conclusion or Order Confirmation, and that could not have been avoided (force majeure). A force majeure is deemed by the Parties, among others, disruptions in Goods’ manufacturing or transport caused by strikes, plant or device malfunction, accidents, local or nationwide threat, trade disputes, floods, fires, earthquakes, epidemics, etc. A Party affected by force majeure is obliged to notify the other Party about the occurrence of force majeure, causes of its occurrence, expected end. In the aforementioned case, the Parties allow the extension of the Agreement’s execution date by the number of days during which the Agreement’s execution was objectively impossible. The Parties also understand the effects of force majeure as the effects of the COVID-19 epidemic and the actions of state administration bodies associated with it.
XII. Confidentiality clause.
- Confidential Information includes a company secret as well as information, documents, data, materials, etc., concerning the Seller, including its customers, business partners and affiliates, obtained by the Buyer in any form (verbal, written or electronic) during the negotiations or in relation to the Agreement’s execution. In case of doubt, it is deemed that given information constitutes Confidential Information.
- The Buyer is obliged to keep Confidential Information in absolute secrecy and is especially obliged to abstain from publishing, submitting and disclosing any Confidential Information, including the terms of an Order or the Agreement.
- The following Confidential Information is not covered by the confidentiality obligation:
a) publicly available, unless it was disclosed or became public available as result of breaching the GSTs;
b) disclosed in an exercise of an order (sentence, decision, etc.) issued by a court or other authorised state authority, or in an exercise of a current rule of law, in the scope covered by such an order, provided that the Buyer notifies the Seller earlier about such required disclosure and makes every possible effort to limit such disclosure.
The Buyer is entitled to use Confidential Information only for the purpose of proper execution of the Agreement or an Order.
- Disclosed Confidential Information remain the Seller’s exclusive property and its disclosure to the Buyer does not provide it with any rights to their dissemination or use outside of the limits specified in the GSTs.
- The confidentiality clause does not limit the Buyer’s right to disclose Confidential Information to its subcontractors and professional advisors in the scope required for the correct execution of the Agreement or an Order. In such case, the Buyer is obliged to ensure that the person receiving such information will not disclose it to other persons and will use them only for the purpose of correct execution of the Agreement or an Order and is liable for this towards the Seller.
- The aforementioned confidentiality obligation is in force for an unspecified period of time, with the Parties being entitled to terminate it no sooner than after 25 years from the date of the Agreement’s conclusion, with a one year termination period with effect at the end of the calendar year.
- The Buyer, providing the Seller with confidential information in connection with the performance of the Agreement, including the technical documentation necessary for the performance of the Agreement, agrees to share this information and technical documentation with the Seller’s subcontractors in order to perform the Agreement.
XIII. Personal data.
- The Seller is the administrator of personal data within the meaning of the Regulation of the European Parliament and of the Council (EU) no. 2016/679 of 27 April 2016 (GDPR), made available to the Buyer by the Seller in relation to the concluded Order or Agreement. Detailed information on the purposes, legal bases and principles of personal data processing by Seller, including information on the recipients of personal data, data retention duration and rights of the data subjects are provided at www.metalfox.pl
- The Buyer hereby confirms getting acquainted with the aforementioned information on personal data processing and will provide the persons appointed for mutual contact and co-operation during the execution of an Order or the Agreement with information about the possibility to get acquainted with the principles of personal data processing by the Seller in the manner specified above.
XIV. Final provisions.
- If any of the GSTs, Agreement or Order confirmation provisions is deemed invalid or ineffective, the GSTs, Agreement or Order confirmation remains in force and the invalid or ineffective provision will be deemed as unrestricted and replaced with a valid rule of law.
- The Seller’s liability for delay in delivering the Goods and for defects in the Goods is limited to the net price of the Goods affected by such a delay and/or defect. In no case, the total liability of the Seller, regardless of its basis, may not exceed the value of the agreement with which such liability is related and shall not include lost profits, unless the damage was caused by willful misconduct.
- The provisions of the Buyer standard contractual clause, in particular the general terms and conditions, model contracts or regulations, shall not apply to the Agreement.
- If the GSTs require a written or e-mail form, any other form shall be null and void.
- The provisions of the Polish law, including of the Civil Code, shall apply in matters not regulated by the GSTs, Agreement and Order. The United Nations Convention on International Trade of Goods, developed in Vienna on 11 April 1980, does not apply to this Agreement.
- Any disputes deriving from these GSTs, the Agreement or activities carried out as part of them will be resolved by a Polish common court with jurisdiction over the Seller’s registered seat.
- The GSTs available on the Seller’s website www.metalfox.pl
- The GSTs enter into force as of the date specified in the header and apply to Orders placed after that date. The Seller restricts the right to amend the GSTs at any time by publishing the amendments or the updated GST on the aforementioned website. If the GSTs are amended after an Order is placed, the Order is subject to GSTs in force as of the date of the Order’s placement. By placing an Order, the Buyer declares that it is acquainted and accepts the GSTs along with all amendments published in the aforementioned manner until the Order placement.