General Service, Sales and Delivery Conditions of ALWRO and WROEXPO Ltd.

INTRODUCTION

The hereafter formulated general sales, service and delivery conditions (hereinafter called GSSDC) form an integral part of the sales and/or delivery contract, signed between Trade and Service Company “ALWRO,” run by Aleksander Wrocławski and with its headquarters in Elblag on ul. Grochowska 4B/4; REGON 280371624, NIP 578-284-70-25 (hereinafter in the GSSDC called “Seller”) and a third party (hereinafter called “Buyer”). The Buyer is a physical or legal person running a company in accordance with the regulations of 2 July 2004 about free enterprise (Polish Legal Code book 2004 Nr 155, par. 1095 with changes).

GENERAL PROVISIONS

  1. A copy of the GSSDC is supplied to the Buyer with every order.
  2. The signing of the purchase order is seen as acceptance of the GSSDC.
  3. The GSSDC apply to both parties , unless it is otherwise stipulated and agreed by both parties, and not valid unless drawn up in writing.

CONTRACT

  1. A written order has to be placed and an advance payment on the order has to be made by the Buyer before a sales and/or service contract can be drawn up.
  2. The Buyer can place an order in one of the following ways:
    • sending a written order to the postal address of the Seller,
    • sending an order by electronic mail to the email address of the Seller, which is indicated on the Seller’s website www.alwro.eu,
    • sending an order by fax to number +48 55 235 50 60,
    • placing an order at the Seller’s headquarters.
  3. The placement of an order by the Buyer is not in itself binding for the Seller. If a order placed by the Buyer does not receive a reply, this does not mean that the order has been accepted by the Seller in the form in which it was sent by the Buyer. The Seller’s acceptance of an order placed by the Buyer requires a written confirmation by the Seller and only then may the order be processed.

CONDITIONS FOR CONTRACT COMPLETION

  1. The processing term of the order starts on the day of the Seller’s acceptance of the Buyer’s order in combination with the paid advance payment.
  2. The exact date of the delivery of the product or service should always be stipulated in the order and agreed upon by both parties.
  3. The Seller reserves an order processing margin to the amount of plus or minus 5%.
  4. The signed contract obliges the Buyer to collect the goods/service at the stipulated term. The Buyer’s delay in doing so, if exceeding a period of more than 30 (thirty) days, gives the Seller the right to charge the Buyer with storage costs for the goods, as well as the right annul the contract and sell these goods to a third party.
  5. Unless otherwise contractually agreed, if the Buyer makes use of the transportation facilities of the Seller, the Buyer is obliged to cover the transportation costs of delivering the purchased goods.
  6. The risk of damage to or loss of the goods is transferred to the Buyer once the goods have been passed on to the Buyer. The transfer of the goods to the Buyer also includes passing the goods to a third person that has been appointed or authorized by the Buyer, particularly transport or freight forwarding companies.
  7. A delay on the Seller’s side of less than 14 (fourteen) days in delivering the goods/service is not in any way a breech of contract. The Seller’s liability is also void in case the delivery of the goods to the Buyer is the result of a force majeure (e.g. flood, drought, strike, natural disaster etc.), or the untimely performance of contractual activities by the Seller’s suppliers, as well as unpredictable disruptions in the entrepreneurial activities of the Seller.

PAYMENT CONDITIONS

  1. The Seller is obliged to issue an invoice, including VAT, as well as assigning a payment term to it.
  2. The amount indicated on the invoice is payable at the latest by the assigned payment term.
  3. The goods become the possession of the Buyer when the full price has been paid, unless the parties have agreed otherwise (retention of title).
  4. The date the due amount is received on the indicated bank account of the Seller is seen as the payment date.
  5. In case the Buyer does not pay in accordance with the appointed payment date that is indicated on the invoice, the Seller has the right to demand the payment of interest as the result of late payment according to the statutory interest rate from the day after the payment date indicated on the invoice.
  6. Filed complaints do not release the Buyer from the obligation to pay the agreed price on time.

CONSEQUENCES OF NOT COLLECTING ORDERED GOODS/PERFORMED SERVICES

  1. In case the Buyer does not collect ordered goods or performed services up to the date agreed between the Parties due to reasons from the Buyer’s side, the Buyer is obliged to pay the full price as if the goods or services had been delivered according to the purchase order.
  2. If the contract is cancelled due to the as obliged by the contract, the Seller has the right to demand a contractual penalty fee to the amount of 50% (fifty percent) of the gross price of the order that the Buyer failed to collect.
  3. Independent of the aforementioned paragraphs, the Seller is entitled to claim damages that are the result of the Buyer’s failure to collect the goods or services in due time and that exceed the amount of the reserved contractual penalties.

RESPONSIBILITY FOR FAULTY GOODS, AND COMPLAINTS

  1. The Buyer has the obligation to inspect the delivered goods or services and assess directly after delivery if the correct quantity as well as the correct quality has been delivered.
  2. If the Buyer files a complaint concerning the quantity or the quality of the goods or services, this should be done in writing, under pain of invalidity, at the latest 5 (five) working days after the date the Buyer received the goods or services. The Buyer can file complaints in the following ways:
    • Sending the complaint to the address of the Seller’s headquarters by registered mail or by courier,
    • Sending the complaint by fax to +48 55 235 50 60,
    • Presenting the complaint at the Seller’s headquarters.
  3. The Buyer is obliged to allow third parties that have been appointed by the Seller to inspect the faulty goods or services without delay.
  4. The Buyer’s acceptance of the goods or services without inspection or without any communicated reservations whatsoever directly after reception of the goods or services is regarded as delivery without any reservations whatsoever concerning quantity and quality (stating that the Seller has supplied the Buyer correctly and on time with the ordered goods or services in the correct quantity and the quality that the Buyer expected).
  5. Any machining of the goods, or mixing or combining them with other products automatically exclude the Seller from any responsibility for the quantity or quality of the goods that were supplied to the Buyer.

RANGE OF RESPONSIBILITY

  1. The responsibility of the Seller concerning mistakes in quantity and quality are limited to the responsibilities described in the contents of the GSSDC and does not include damages, and in particular does not include the Buyer’s right to demand that the Seller covers: the loss of projected profits or benefits, production losses, contractual penalties, loss of reputation, other losses, direct or indirect damages etc.
  2. The responsibilities of the Seller connected with the signing of a sales contract and/or a service contract shall in no case whatsoever exceed a total of 100% of the net price of the goods or value of the services that formed the basis of the Seller’s responsibilities.

FINAL PROVISIONS

  1. Both the Seller and the Buyer shall do their utmost to resolve any dispute resulting from the contract signed between them out-of-court.
  2. Disputes that are the direct or indirect result of the aforementioned regulations shall be settled by the proper court in Elblag.
  3. The regulations of the Polish civil law apply to matters not regulated in these GSSDC.