General conditions of cooperation

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General terms and conditions of purchasing and sales cooperation

1. Introduction

1.1 The following terms and conditions of cooperation for the purchase and sale of metallurgical products apply to the Parties to any purchase and sale agreement, hereinafter referred to as: the buyer and the seller, unless otherwise agreed by the Contracting Parties.

1.2 The terms and conditions of business may only apply if accepted in writing by the parties..

2. Product information

2.1 All technical information on steel grades, conversion rates, sizes and qualities from catalogues, brochures and other advertising material is indicative and is only valid to the extent that it is accepted by both parties.

2.2 The buyer is obliged to know the technical parameters of the ordered goods, and the seller is obliged, if this is contractually stipulated, to provide a certificate. The seller may charge a fee for the service of issuing the certificate.

3. Prices

3.1 The price of the goods is agreed on the basis of the agreement valid on the day of the order.

3.2 Written offers sent by letter, fax or e-mail do not constitute a basis for the conclusion of a contract.

3.3 Verbal agreements and assurances from the seller’s employees are only binding when confirmed in writing.

3.4 In the event of changes in charges and costs – which are independent of the seller – affecting the price, occurring between the conclusion of the contract and delivery, the seller reserves the right to change the price to an appropriate extent.

3.5 All prices quoted are exclusive of VAT.

4. Terms of payment

4.1 The payment term is calculated from the time of delivery to the seller’s warehouse or collection of the goods from the seller. The date on which the amount due is credited to the seller’s bank account or cash desk will be considered as the date of payment.

4.2 The seller can demand that the buyer makes immediate payment for the purchased goods or that he provides a satisfactory guarantee of payment within an agreed period of time.

4.3 The granting of a deferred payment period shall be based on the course of the existing cooperation or, in the case of new customers, shall be preceded by a check of their financial standing based on the financial documents submitted and an analysis of the list of defaulting payers.

4.4 In the event of default of payment, the purchaser is liable to pay statutory interest.

4.5 Non-compliance with the agreed payment terms shall be considered as a material breach of contract and entitles the seller to withhold further deliveries and to demand immediate payment of all payments due from the purchaser, both expired and un-expired.

4.6 If the seller becomes aware, after concluding the contract, of a significant deterioration in the buyer’s financial situation, as a result of which the satisfaction of the seller’s claims is jeopardised, he is entitled to demand satisfaction of these claims regardless of the due date.

4.7 Quantitative and qualitative complaints do not entitle the purchaser to withhold payment for completed deliveries.

5. Terms of delivery

5.1 The delivery of goods is based on the placing of an order in accordance with the terms and conditions agreed upon by the parties, receipt of goods must be confirmed by an authorised person.

5.2 The parties agree on the date and place of delivery or collection of the goods, provided the seller is provided with the information necessary for the execution of the order.

5.3 If an order concerns metallurgical products which the seller does not have in his warehouse, he shall immediately inform the purchaser of the earliest possible date for the fulfilment of the order.

5.4 The below-mentioned circumstances shall release the purchaser from any liability for breach of contract. These are force majeure and any other circumstances over which the parties have no control, such as labour conflicts, customs, currency and energy restrictions, widespread shortages of goods, extraordinary decisions by the authorities and shortages and delays in the fulfilment of orders by the seller’s suppliers due to any of the reasons described above.

5.5 The party who invokes the circumstances mentioned in clause 5.4 is obliged to notify the other party in writing immediately of their occurrence and cessation under pain of forfeiture.

5.6 If the exonerating circumstance drags on, either party is entitled to terminate the contract in writing.

5.7 In the event of withdrawal of an order, the purchaser must pay all costs of the seller in connection with this.

5.8 The seller stipulates that all goods delivered to the buyer remain the property of the seller until the payment for the goods has been made.

6. Quality

6.1 The buyer is responsible for ensuring that the technical data, quality and quantity of the material correspond to his needs.

6.2 If the order does not specify the compliance of the material with the standard or does not describe the desired quality of the material, it will be delivered as ordinary commercial goods, without responsibility for special quality requirements.

6.3 Relevant approvals and certificates shall be included if the requirement is stated in the order. The seller is responsible for whether the documents presented relate to the steel delivered, but does not control the information contained therein.

7. Quantities

7.1 The seller reserves a margin of accuracy of plus or minus 5%, of the quantity of goods specified in the order, in relation to the total quantity of material delivered, unless otherwise agreed between the parties.

7.2 Goods are sold according to net weight determined by physical weighing or based on contractual conversion factors (in e.g. mb, m2, etc.).

8. Acceptance of goods and complaints

8.1 The purchaser is responsible for unloading the goods immediately. Unjustified waiting time for unloading shall be charged to the purchaser.

8.2 The purchaser is obliged to examine the goods in terms of quantity and quality immediately upon receipt.

8.3 If the purchaser, after inspecting the goods, notices any discrepancies with the delivery note, he will make a note of this on the delivery note and immediately inform the seller in order to agree the further course of action. A complaint can only relate to goods that have not undergone any processing and that have original labelling, e.g. identification labels.

8.4 Complaints concerning manufacturing defects (latent quality defects), which could not be detected despite careful examination of the goods, must be submitted to the seller in writing as soon as they are detected, but no later than 3 months after delivery.

8.5 The seller is liable for the delivered goods in accordance with the applicable Polish regulations. The seller is not liable for economic losses and lost profits of the buyer resulting from the complaint.

9. Return of goods

9.1 The return of goods is only permitted on the basis of a separate agreement between the parties in this respect.

9.2 Acceptance of returned goods is subject to the condition that they are undamaged, not altered in any way whatsoever and traceable to the parameters contained in the certificates. In the case of pre-packaged goods, they must be in their original, undamaged packaging.

10. Disputes

10.1 Disagreements between the purchaser and the seller which cannot be resolved through negotiations will be settled by the competent courts of the jurisdiction of the party bringing the case to court.

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