1. Scope of cooperation
1.1 The General Terms and Conditions of Sale form a piece and parcel of offers and contracts of sale and delivery concluded by MK Sp. z o.o., hereinafter referred to as the Seller and customers of MK Sp z o.o., hereinafter referred to as the Buyer. The following terms and conditions set forth the civil-law relations between the Parties whose subject is sale of products being offered by the Seller.
1.2 The General Terms and Conditions of Sale refer to any products and services which are included in the Seller’s up-to-date offer.
1.3 In no case whatsoever, do any actions and agreements of the Parties, even those repeated multiple times, and contrary to these terms and conditions form a standard or source of commitment which might be required to be fulfilled by any of the Parties.
1.4 Performance of any of the following actions by the Buyer such as submitting an order, signing an invoice, payment of down payment, payment of advancement, collection of goods, is tantamount to acceptance of these General Terms and Conditions of Sale by the Buyer.
1.5 The terms and conditions bind the parties both in case of an individual contract of sale and in course of a legal relationship of continuous nature (e.g. yearly commercial contract for sale of goods).
1.6 In case of any contradictions of the following terms and conditions to a separately concluded contract, the provisions of such contract prevail.
1.7 In case of any circumstances which suggest to foresee that the Buyer will not be able to fulfill their commitments, particularly in case of bankruptcy, liquidation or assignment of the Buyer’s enterprise, the Seller may exercise their right to avoid the contract without observing the periods of termination after having informed the Buyer of same in writing.
2. Subject of the contract
2.1 Within the scope of the contract of sale the Sellers commits to deliver to the Buyer goods free of physical and legal defects in accordance with the placed order.
3. Performance of orders
3.1 The Buyer orders the goods in the form of a written order: delivered in person, via mail, fax, electronic means or with tools made available by the Seller. The order must clearly define the goods: quantitatively, with indication of names and/or indexes of the Seller and the place and required time of performance of the entire order. Detailed description of the goods (name, indexes, prices) is included in widely available Seller’s pricelists and at www.mkzary.pl. The Buyer shall place written orders signed exclusively by persons authorized to represent the Buyer in accordance with the laws or by persons duly authorized to contact the Seller submitting documents to confirm the authorization of such persons to act on behalf of the Buyer.
3.2 When requested by the Buyer, the Seller confirms their acceptance to perform the order in writing or via telephone.
3.3 Lead time and conditions of performance of orders:
3.3.1 The Seller effects orders within the time agreed upon with the Buyer. The shipment takes place from the Seller’s store within 5, 10 or 20 working days after the order has been submitted, depending on the group of products and diameter, in accordance with separate agreements providing the order reaches the Seller on a working day before 13:00, otherwise the time of shipment is prolonged by one additional working day.
3.3.2 Shipments within the territory of the Republic of Poland shall be effected to the Seller’s cost in case the value of one shipment to one address amounts more than PLN 2,500 net plus the goods and services tax unless separate agreement with the Seller provides otherwise.
In case the shipment is to be dispatched beyond the territory of the Republic of Poland, the cost of such shipment shall be incurred by the Buyer unless separate agreement with the Seller provides otherwise.
3.3.3 The invoice signed by the Seller and the Buyer and/or a document of sale and/or a consignment note and/or any other document included in the set of storage and sales documents of MK sp. z o.o. constitutes also a receipt of delivery of the subject of the contract to the Buyer. The signature ma have a written form on hard copies of documents or a digital form on electronic documents if the carrier uses such receipts.
3.4 The Seller reserves the right to partial performance of the submitted order providing the Seller informs the Buyer on the time of collection of the remaining part of the ordered goods. In case of the Seller’s inability to effect the entire order, the Seller advises as far as it is possible the Buyer on the time of delivery of the missing items and delivers them to the Buyer as soon as possible.
3.5 The terms of collection of the products from the Seller and the procedure of submitting and consideration of the Buyer’s complaints.
3.5.1 The Buyer shall check the quantity and quality of the delivered products on the date of delivery, and confirm the check in the document of sale and/or the invoice and/or any other document included in the set of storage and sales documents of MK sp. z o.o. and possessed by the carrier.
3.5.2 The Buyer who collects the products with their own transportation means directly from the Seller’s shall perform the actions provided in 3.5.1 in course of loading.
3.5.3 The confirmation of collection shall include a legible signature, i.e. name and surname and the position of the person who collects the product.
3.5.4 Any quantitative shortages and visible qualitative defects shall be found by the Buyer in writing on collection of the goods.
3.5.5 In case any quantitative shortage / surplus or qualitative defects have been found on collection of the products, the Buyer shall lose their rights towards the Seller unless the Buyer demands that the carrier check such shortage / surplus or defects, and the Buyer together with the carrier shall produce a notice on collection of the products with a precise description of such shortage / surplus or defects included. Such fact shall be noted by the Buyer also on a copy of the document of sale or any other document included in the set of storage and sales documents of MK sp. z o.o. and possessed by the carrier.
3.5.6 The Buyer shall lose their rights towards the Seller unless the former sends such notice (claim) immediately via fax to the Seat of the Seller to the number 68 458 19 14 or to the e-mail address: email@example.com
, not later than within one day from the date of the collection of the products.
3.5.7 In case of accepted claims, and if the Buyer has not defined the preferred manner and course of handling with the claim in their claim notice the Seller is entitled to define the manner and terms of handling with the claim themselves.
3.5.8 In case of claims pertaining to quality defects and qualitative surplus, the Buyer shall return the products subject to the claim on submitting the claim.
3.5.9 Submitting a claim does dot relieve the Buyer of the obligation to pay timely the amount due as indicated in the invoice for a given delivery.
3.6.1 The goods shall be delivered on the basis of documents of sale or invoices or any other document included in the set of storage and sales documents of MK sp. z o.o.
In emergency situations the Seller reserves the right to deliver the goods on the basis of Loading Documents.
3.6.2 The Buyer commits to confirm the consignments for the carriers (company stamp, legible signature of the person authorized to collect the goods, date and time of the receipt of the goods) in writing in paper documents as well as in digital form in the documents of the places resulting from the Buyer’s orders.
3.7 In case the Buyer is in arrears with payments for the Seller or the Buyer exceeds the credit limit granted by the Seller, the latter is entitled to stop the performance of further orders until all the overdue payments are effected together with the interests and costs of reminders if any.
3.8 The Seller reserves the right to assign the amounts of unpaid invoices to a specialized entity for vindication in case such invoices remain unpaid up to 60 days after the payment date, which is in line with the receivables security policy applied by the Seller.
3.9.1 In case the Buyer is not in a position to collect the purchased goods at the time specified in Item 3.3, the Buyer may benefit from the deposit service. The deposit is construed as storage of the goods belonging to the Buyer at the Seller’s store for the time agreed by both parties.
3.9.2 While using the deposit service for more than fourteen days from the invoice date, the Buyer is obliged to pay the equivalent of 25 Euro net in Polish Zloty plus the goods and services tax for each commenced month for one pallet place unless otherwise arranged. The amount in Euro shall be conversed into Polish Zloty at the mean exchange rate of Euro at the National Bank of Poland of the day preceding the VAT invoice date.
3.9.3 In case the goods are not collected by the Buyer from the Seller’s store within the agreed time, the Seller is entitled to charge for storage costs at the rates specified in Item 3.9.2 of the General Terms and Conditions of Sale. When such costs reach the value of the purchased goods, and the Buyer does not collect the goods from the store, the goods become the property of the Seller and the value of the goods is included in the receivables for the storage costs.
4.1 The catalog prices specified in the Polish or international pricelists are expressed as amounts in Polish Zloty or Euro and they are net prices (they do not include VAT) ex Seller’s store.
4.2 The sale is based upon the prices specified in the pricelists which are valid on the date of sale or upon the prices from the Seller’s offer or prices included in other separate commercial contracts under the terms and conditions specified in the General Terms and Conditions of Sale.
5. Payment terms
5.1. Payments are effected in the currency specified in the invoice in time specified in the invoice in cash or by bank transfer to the account specified in the invoice or in cash at the Seller’s cash desk.
5.2. The payment date is construed as the date of the receipt of the monies at the Seller’s account or the date of cash payment at the Seller’s cash desk.
5.3. In case the Buyer is in delay of the payment, the Buyer is obliged to pay interests under the Act on Payment Terms in Commercial Transactions of June 12, 2003 (Journal of Laws [Dz.U.] No. 139, Item 1323 with amendments). The Seller reserves the right to make deduction from the Buyer’s first following payment for the interests and then for the payment most overdue irrespectively of the Buyer’s indications thereto. The Buyer shall include in the transfers the number specified in the invoice as the item “evidence number of the payer”.
5.4. In case the payment has not been effected entirely, the interests are calculated form the payment part to be effected.
5.5. For transactions with postponed payment time, the Seller reserves the right to introduce a credit limit, i.e. to limit the value of orders to be performed. The credit limit depends on the Buyer’s commercial results, timely payments and the Buyer’s financial standing proved with the documents presented to the Seller.
5.6. In case of any intention to purchase the goods with postponed payment time, the Buyer commits to present their financial documents upon the Seller’s request, and in particular: the profit and loss account and balance sheets for the last year, the latest F01 statement or the latest PIT* return (annual tax return) submitted. The Buyer shall also present the list of persons authorized to place orders, collect the goods, sign documents of sale and other sale documents and invoices.
5.7. In case the transactions covered with these general terms and conditions of sale are insured by the Seller, absence of the Buyer’s payment for the sold goods shall entitle the Seller to use any procedures arising from such insurance irrespectively of the costs which may be incurred by the Buyer.
The Seller may demand that the Buyer pay the price immediately (prior to the arranged time) in case the Buyer becomes insolvent or in case the security provided by the Buyer expires or loses its value.
5.8 In case of the Buyer’s orders for the catalog elements not stored in normal manner or non-typical elements, the Buyer shall pay an advance payment agreed upon in relation with the price prior to the commencement of such order performance unless otherwise provided in separate agreements. In case the Buyer fails to collect such elements, the advance payment shall be considered a part of penalty arising from the incomplete transaction, and the Buyer shall be served with a debit note hereof and the correction invoice for the incomplete transaction. The above does not exclude any possibilities for the Seller to claim complementary damages which may exceed the penalty reserved.
6. Property rights
6.1 The property of the goods shall be transferred to the Buyer on the payment of the entire sale price by the Buyer.
On collection of the goods, the Buyer receives the benefits and burdens related herewith and the risk of their accidental loss or damage.
6.2 Prior to the transfer of the property rights, the Buyer shall:
6.2.1. Mark the goods delivered to the Buyer which are covered with the reservation of property rights in order to provide for their identification as the Seller’s property;
6.2.2. Protect the goods covered with the reservation of property rights against loss or damage;
6.3 In case of any seizure of the goods covered with the reservation of ownership, burdening them with tax lien, the Buyer’s entering into bankruptcy or restructuring proceedings, the Buyer shall prove to appropriate bodies that the ownership of the goods is reserved for the Seller, and inform the Seller promptly about the aforementioned proceedings which pertain to the Buyer’s property as well as attach copies of subject documents.
6.4 The Seller may demand at any time that the Buyer return the goods covered with the reservation of ownership and appropriate remuneration for their wear or damage.
7. Property rights to advertising and exposition materials
7.1 Any advertising and exposition materials which the Seller may transfer to the Buyer shall be promptly returned in case the commercial collaboration is withheld. Such withholding of collaboration shall be understood as follows:
a) absence of commercial transactions between the Buyer and the Seller within six months,
b) absence of payment, even a partial one, for the goods purchased by the Buyer for 60 days from the date such payment fell due,
c) the Seller’s entering into vindication or court proceedings due to any receivables unpaid by the Buyer via serving the Buyer with a demand for payment.
7.2 In case any advertising or exposition materials transferred to the Buyer are not useful anymore, the Buyer shall promptly pay to the Seller the amount equivalent to the cost of production / purchase of such advertising or exposition materials for the amount indicated by the Seller.
7.3 In case advertising or exposition materials refer to the line of products which have been withdrawn from the Seller’s offer or are subject to be withdrawn, the Buyer shall deliver such materials to the Seller under terms agreed upon by the parties.
8. Force majeure
8.1. The Seller shall accept no liability for any Buyer’s damage arising from circumstances which remain beyond the control of the Seller. Such events include war, embargo, calamities, natural disasters, strikes, unexpected transportation problems referring hereto, delivery delays caused by unforeseeable suspension or stoppage of the Seller’s production and business activities subject to sale, their insolvency or bankruptcy. Neither shall the Seller be liable for the Buyer’s lost profits.
9.1 Any offer presented by the Seller may be accepted entirely only and with no reservations. Presentation of an offer does not exclude negotiations to agree upon the final version of the offer.
9.2 With relation to the provisions of Item 9.1, any written amendments of the Seller’s offer shall be construed as presentation of a new offer.
9.3 The terms and conditions provided in the Seller’s offers may change from time to time.
9.4 The offers submitted by the Seller remain valid for 30 days from the date they have been submitted unless otherwise stated in the offer.
9.5 The documents related to the Seller’s offers are covered with the restriction of ownership. They shall not be presented to third parties or used for any other purposes.
10.1. The packaging cost is included in the price of goods and it is not subject to refund. Any costs related to any additional or non-standard packaging are incurred by the Buyer unless the Seller decides otherwise.
10.2. The Seller reserves the right to introduce changes in the design, tolerances and improvements of the offered goods, including changes / improvements of the packaging materials.
10.3. The Seller declares that the detailed and updated information sufficient for correct and full use of the goods covered by the contracts of sale concluded by MK Sp. z o.o., which shall be made available to all the buyers and consumers in particular, is available at www.mkzary.pl .
10.4. Any disputes which may arise between the Seller and the Buyer shall be settled by courts of law competent for the domicile of the Seller.
10.5. Any changes in these terms and conditions shall be null and void unless made in writing.
10.6 The Polish law is always the law applicable in assessment of the general relations arising from the subject general terms and conditions of sale and any transactions concluded hereunder.
10.7. Any matters not settled by these general terms and conditions of sale shall be subject to the provisions of the Civil Code.
11. Final clauses
The Buyer has been informed about the above terms and conditions. The parties agree to include the terms and conditions in the contents of the concluded contract, which they prove by signing one of the following documents: invoice, contract, document of sale and/or loading document and/or any other document of sale included in the set documents of MK sp. z o.o. Such signature may be placed both on hard copies of such documents and electronically in the documents of such form.
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