General terms and conditions of sale
I. General provisions
The Buyer’s order will not be deemed as accepted for execution until it has been confirmed in writing by the Seller and the Buyer. The order form shall be filled in by the Seller, who shall send it to the Buyer in writing by fax, e-mail or post. The following terms and conditions shall apply to all orders, including future orders. The Seller sell its goods in accordance with its own General Terms and Conditions of Sale (further “GTCS”), whereas the Buyer’s terms and conditions are hereby excluded. Any departures from the GTCS shall be explicitly agreed in writing and signed by the Seller. The Seller’s liability is limited only to its willful actions to the detriment of the Buyer. The Seller shall calculate the price, accept orders and deliver goods according to these terms and conditions of sale, which shall not be modified or amended unless any modifications or amendments are agreed in writing. If no such agreement is made, it is assumed that on delivery the Buyer has given the Seller the final and absolute confirmation of its acceptance of the terms and conditions as set forth in writing by the Seller in its GTCS. If the customer has not received explicit or implied information on the Seller’s GTCS before concluding the transaction of purchase/ sale in writing, then the customer may cancel the order for the goods within 72 hours after the confirmation provided that the Seller has not incurred any expenses related to the third party liability in connection with the order execution and, taking into consideration the aforesaid right to cancel – if the customer does not exercise this right within the aforesaid time limit, the Seller’s GTCS shall be deemed as accepted by the Buyer. No other terms and conditions shall apply, notwithstanding any contradictory provisions in any document issued by the Buyer, no matter whether it is issued before or after the conclusion of the transaction of purchase / sale between the Parties.
II. Offers and prices
The Seller’s offers shall not be binding in any case with regard to the price, quantity, type of packaging, term of delivery or collection. The Seller reserves the right to withdraw or adjust the offer at any time, to the exclusion of the offers in which the Seller has set in writing the date and validity time of the offer. We reserve the right to reimbursement of the costs of delivery or to non-acceptance of orders without giving any explanations. The prices are ex warehouse or another place indicated by the Seller, do not include VAT, import charges, other taxes, fees and customs duties, do not include costs of packaging, loading, unloading, transport and insurance. The prices are given in EURO and shall be adjusted for all exchange rate changes.
III. Goods collection / delivery
The Parties to the transaction shall specify, among other things, if the goods will be collected by the Buyer or delivered by the Seller. The goods are collected “ex works” (works in EEC indicated by the Seller), with the Buyer’s transport and at the Buyer’s risk on the date indicated in the order. If the Buyer fails to collect the goods on the appointed date, the Seller is entitled to deliver the ordered goods with the transport selected at the Seller’s discretion, at the Buyer’s risk and expense. The goods delivery CIF consignee’s unloading ramp is executed at the Buyer’s risk with the transport hired by the Seller, according to the arrangements included in the order. All risk connected with unloading passes to the Buyer on the edge of the ramp and the transport vehicle. If the Parties have not specified the terms of collection or delivery, then the collection or delivery shall be executed in the manner possible for the Seller. The Seller is entitled to withdraw from the order or postpone the whole or part of the same in the event of occurrence of any obstacles beyond the Seller’s control or action, such as Force Majeure, delayed deliveries from the Seller’s subcontractors. In such case the Buyer is not entitled to claim damages and substitute deliveries. At the Buyer’s request, the Seller shall specify if the accepted order will be executed, to what extent and when.
In case of "ex works" collection of the goods, any information concerning the quantities and quality of the goods shall be reported to the Seller by the Buyer or the driver authorized by the Buyer during the inspection before or during the goods loading. If the Parties agree new terms and conditions for this particular batch of goods, which will be confirmed by a written agreement, the defective goods shall be issued to the Buyer. The only options the Seller will exercise will be to offer other goods or to reduce the sold batch by the quantity of the goods complained of. In case of the delivery CIP consignee’s unloading ramp the Buyer is obliged to perform the qualitative acceptance of the goods and if any defects are found, they shall be reported to the driver (orally and by a note on the document confirming the goods handover) and to the Seller (by telephone or in writing by fax or e-mail) immediately during the unloading in case of visible defects. Hidden defects of fresh goods shall be reported within three calendar days, not later, however, than three days before the expiry of the use-by date; hidden defects of frozen goods shall be reported within 14 calendar days from the date of the goods receipt, by fax or e-mail. The Buyer shall protect the goods complained of to limit any damage and shall give the Buyer access to the same for inspection. Protecting the goods shall mean maintaining the continuity of the indicated storage temperature (fresh goods might be frozen to protect them, subject to the Seller’s written consent), maintaining the goods condition, keeping the marking and packaging if the goods complained of intact to enable checking and confirming the goods origin. Qualitative complaints shall be documented and signed by the Buyer, the person who received the goods and a veterinary officer. If a complaint is lodged with violation of any of the aforesaid conditions, it shall not be admitted by the Seller. A complaint concerning a part of the goods sold is not the grounds for a complaint about all the goods. An official veterinary document (certificate) presented by the Seller and its content serve as indisputable evidence of the goods qualitative status at the time of the document issue. Quantitative and / or qualitative complaints are ungrounded and shall not be admitted if the Buyer has sold or processed the received goods. Each batch of goods sold to the Buyer is individually handled. A complaint about the particular batch of goods does not affect the sales of further or other batches. If the part of goods complained about exceeds 5% of the quantity and / or value of the batch from which the goods complained of come, such complaint does not qualify to be admitted and the particular batch shall be deemed by the both Parties as conforming to the terms and conditions of the order. If the complaint is justified but the goods defect does not disqualify them being further sold, then – in case of delivery CIP the Buyer’s / consignee’s unloading ramp, the Buyer has the right to reduction of prices of the goods complained of. The Seller will not agree to pay any compensation. The Seller offers an option of a substitute delivery. If the complaint is well-founded and the goods defect does not allow them to be further re-sold, the Seller has the right to decide on the further purpose of the defective goods.
The amount due according to the invoice shall be paid by the Buyer within the time limit set by the Parties, without any deductions. The payment term includes the time for cashing cheques. Any delay in payment, postponement of payment or partial payment for the goods caused by any contentious issues are inadmissible unless the Parties have found an amicable solution confirmed by a written annex. The Seller is entitled to charge interest on any delayed payment. Any payment delay and / or deterioration of the Buyer’s financial situation (bankruptcy, death, appointment of a receiver, change of the objects of the company enterprise etc.) entitle the Seller to consider the agreement invalid without the necessity to take any legal steps and to demand payment of the whole amount due with immediate effect, without notice or burden of proof of breach of obligations, without prejudice to the Seller’s right to indemnity for any costs, damage and interest.
VI. Transfer of title
The goods sold shall remain the Seller’s property until the payment of the whole amount due by the Buyer. Until the payment of the whole due amount the Buyer shall hold the goods in its possession as a depositary, store the goods in the manner enabling their identification as the property of the Seller and in the capacity of an administrator shall sell and deliver the goods to any third parties in course of the Buyer’s business, provided that until the aforesaid payment, the Buyer shall execute such sales on behalf of the Seller and on a separate account. In line with the above, the Customer agrees to assign / transfer to the Seller, immediately after the receipt of the Seller’s written call, all rights and claims which the Buyer might have towards its customers in connection with the aforesaid sale until the moment of payment.
VII. Contractual penalties and withdrawal
Buyer of Polexport Sp. zoo. is entitled to charge the Seller for contractual penalties for: a delay in the implementation of the order by the Seller in the amount of 10% of net sales for each day of delay; Seller has provided poor quality goods or goods not in order or goods not in conformity with the card product in the amount of 30% of net sales. Regardless of penalties Buyer - Polexport Sp. zoo. is entitled to claim compensation for the full amount of the damage suffered as a result of non-performance or improper performance of the contract. Buyer of Polexport Sp. zoo. is allowed at any time to withdraw from the execution of the contract in the event that the goods were of poor quality, goods or merchandise was inconsistent with the order or the goods in any way inconsistent with the card product.
VIII. Polish law
Each contract / order to which these Terms and Conditions shall apply, shall be construed and governed in every respect by the Polish law and the Parties agree to submit to the jurisdiction of the court having jurisdiction over the Seller. The GTCS come into force on the date of signature by the Buyer and the Seller, they shall apply to the contracts concluded after this date and shall remain in effect during their validity for indefinite time.