General Terms & Conditions of Sale
Used by GTM Process Valves Sp. z o. o. based in 62-070 Więckowice, ul.Elektronowa 11, used in situations unless other directly applicable provisions of the contract derogate from these regulations.
The term SELLER used in the template refers to GTM Process Valves Sp. z o. o., and the BUYER means the part of all contracts of sales or delivery contract executed by the SELLER.
The designation CONTRACT refers to a sales, delivery or other mixed contract provided by the SELLER to the BUYER. These General Terms and Conditions set out the standard conditions under which the SELLER delivers the PRODUCTS to the BUYER and they apply to all quotations and sales, unless otherwise agreed in writing. In such a case, the application of the General Terms and Conditions of Sale is excluded only to the extent otherwise and expressly regulated by the parties.
The SELLER shall not be bound by any terms of sale or reservations of the BUYER that are inconsistent with these terms and conditions, even if the SELLER has not expressly objected to such terms or reservations. The BUYER may not assign its rights and obligations arising from these General Terms and Conditions. The illegality, invalidity or unenforceability of any
of the provisions contained in these General Terms and Conditions does not affect the legality, validity and enforceability of the remaining provisions of these General Terms and Conditions.
The SELLER’s sales offers are always made in writing and attached to the BUYER by fax, e-mail, post or in person.
In order to conclude a sales contract, the BUYER submits a written order with the company stamp, date and signature of the ordering person. The BUYER’s order is not binding on the SELLER until written confirmation is sent to the BUYER.
All agreements, assurances, promises, guarantees and changes to the sales contract made orally by the SELLER’s employees in connection with the conclusion of the sales contract or submission of an offer are not binding until they are confirmed in writing.
Offers submitted by the SELLER for goods and services are valid for a period of 30 days from the date of receipt of the offer by the BUYER, unless otherwise agreed. The offer ceases to be valid if the BUYER does not accept the offer unconditionally by submitting a written order within 30 days or the content of the offer is withdrawn by the SELLER.
The prices included in the SELLER’s price lists or in the content of the offer on the date of conclusion of the Contract apply, unless otherwise agreed in writing.
Prices are based on current costs of materials, storage and transportation. In the event of an increase of more than five percent (5%) in the above-mentioned price factors in the period between the conclusion of the Contract
and the date of actual delivery, SELLER reserves the right to adjust prices to directly reflect such changes.
If, after concluding the contract, unforeseen circumstances occur that justify an increase in the price of the ordered goods, in particular an increase in customs duties, the introduction of additional customs duties, other public law charges, the SELLER has the right to unilaterally increase the price of the goods to an extent that takes into account the actual increase in the level of its price-generating factors.
The BUYER is obliged to pay the full amount of the invoice within
30 days from the date of invoice, unless otherwise agreed in writing. The SELLER has the right to charge interest for late payment.
The BUYER is obliged to compensate the SELLER for all costs incurred by the SELLER in connection with the collection of overdue receivables.
The SELLER has the right to withdraw from the CONTRACT with immediate effect by submitting a written notification to the BUYER,
in the event that the BUYER materially breaches its obligations under the CONTRACT or other agreement with the SELLER. Pursuant to these General Terms and Conditions, the BUYER commits a material breach, inter alia, in situations where:
(i) fails to fulfill its obligations on the dates when they are due for payment both to the SELLER and to other entities;
(ii) arrangement or bankruptcy proceedings have been initiated against the BUYER;
(iii) all or part of the BUYER’s assets are subject to compulsory administration.
The SELLER is released from his obligations
from the CONTRACT, upon submission of the declaration of withdrawal from the contract, with the exception of liability under the warranty for PRODUCTS delivered and fully paid before the date of termination of the CONTRACT.
The BUYER is not entitled to deduct, compensate, or set off any amounts that it claims from the SELLER against the amount the BUYER is obliged to pay the SELLER under the CONTRACT or any other agreement with the SELLER.
Furthermore, the SELLER has the right to suspend the delivery of PRODUCTS if the BUYER delays payment, without affecting other rights of the SELLER arising from the CONTRACT or any other agreement with the BUYER. The SELLER is not obligated to resume deliveries until the BUYER settles all outstanding obligations, along with any costs and due interest.
The BUYER is responsible for paying any costs incurred by the SELLER due to non-acceptance of delivery by the BUYER or
(i) on the date specified on the invoice or the SELLER’s confirmation, or
(ii) when the PRODUCTS are ready for pickup, if the SELLER has notified the BUYER in writing of such readiness, and the BUYER has not taken delivery within 7 days, but in no event later than the date specified in (i) above, unless otherwise agreed in writing.
In the event the parties agree that the PRODUCTS are transported at the SELLER’s risk, the BUYER is obligated to thoroughly inspect the PRODUCTS upon their delivery. The BUYER must notify the SELLER within 24 hours of delivery of any loss, damages, or quantity shortages in the PRODUCTS. If the BUYER does not receive the PRODUCTS within the agreed delivery time, the BUYER must notify the SELLER within 48 hours of the agreed delivery date. The SELLER bears no responsibility, and the BUYER waives any rights to compensation under this provision if the BUYER’s information is insufficient to enable the SELLER to make a valid claim against the carrier of the PRODUCTS for their loss, damage, or quantity shortage.
The SELLER is released from the obligation to deliver the PRODUCTS on the original delivery date and may postpone the delivery date if events beyond the SELLER’s control (force majeure) prevent the SELLER from fulfilling the CONTRACT. The SELLER may terminate the CONTRACT if such events prevent the SELLER from fulfilling the CONTRACT.
If the BUYER delays the acceptance of the goods for more than one week from the date of issue of the goods/receipt specified in the order confirmation, the SELLER has the right to charge the BUYER a contractual penalty of 0.2% of the net value of the delayed goods for each day of delay.
If the BUYER delays the acceptance of the goods for more than 30 days from the date of issue of the goods specified in the order confirmation, the SELLER has the right to impose a one-time contractual penalty of 25% of the gross value of the goods not received on time.
If the damage exceeds the value of the reserved contractual penalty, the SELLER has the right to claim additional damages.
The SELLER has the right to terminate the sales agreement within three months from its conclusion without incurring penalties if the reasons for terminating the sales agreement are beyond the SELLER’s control and relate to its supplier or subcontractor.
The SELLER may refuse, reduce, or suspend the delivery of PRODUCTS to rationally allocate available stocks between the BUYER and other recipients if events beyond its control prevent the SELLER from delivering all PRODUCTS and fulfilling orders placed by other recipients. In such a case, the BUYER has the right to cancel the order/orders that have not been fulfilled.
The SELLER’s liability for the PRODUCTS transfers from the SELLER to the BUYER at the earlier of the two dates below:
On the date of delivery of the PRODUCTS to the BUYER, the BUYER’s representative, or the person authorized by the BUYER to accept delivery, or
On the agreed delivery date if the BUYER does not accept delivery.
The PRODUCTS remain the property of the SELLER until the SELLER receives full payment for all PRODUCTS, regardless of whether the PRODUCTS are delivered to the BUYER. If the BUYER sells the PRODUCTS to a third party before the SELLER receives full payment, the proceeds from the sale will be first applied to pay any amounts owed to the SELLER. The SELLER or its representative has the right to repossess or resell the PRODUCTS and enter the BUYER’s premises for this purpose, without prejudice to its other rights if the BUYER has not paid the full purchase price or if bankruptcy proceedings are initiated against the BUYER.
The SELLER warrants that the PRODUCTS are of good quality in terms of materials and workmanship and correspond to the published product information in force at the time of purchase. The provisions of this paragraph 8 constitute the exclusive conditions of warranty for the PRODUCTS and replace all other warranties for the PRODUCTS, whether express or implied. The SELLER assumes no other liability under this CONTRACT (express or implied), for damage caused by unlawful acts or otherwise for the quality, performance, suitability for sale, or fitness for any other purpose of the PRODUCTS.
The SELLER’s warranty does not cover defects or damage occurring in products resulting from improper storage. The SELLER’s warranty also does not cover damages caused by mechanical damage, welding or high-temperature action in any other way, bacterial action, contamination, electromechanical factors, damage during repair, deterioration of the surface condition under applied layers, or friction, except for normal wear and tear. The SELLER shall be liable under this warranty only if the BUYER 1) properly maintained the product after storage, 2) transported, stored, reloaded, and used the PRODUCTS in accordance with all information provided to the BUYER by the SELLER and international industry practices, 3) submitted a written complaint documenting the reported defect or damage of the PRODUCTS within 10 days from the day when the BUYER first noticed or could have noticed the defect or damage, 4) allowed the SELLER to properly examine the PRODUCTS, 5) fulfilled its obligations under the CONTRACT, including timely payment of the purchase price, and 6) ceased using the PRODUCTS when it detected or could detect their defectiveness.
This warranty automatically expires upon the expiry of the storage period of the PRODUCTS or 12 months from the date of delivery, whichever occurs earlier.
The SELLER shall not be liable for any loss of profits or earnings, loss of time, or loss of the ability to use the PRODUCTS, machinery, or equipment. Under no circumstances shall the SELLER be liable for any special or indirect losses or damages.
The parties agree that the SELLER’s liability to the BUYER shall not exceed the invoiced price of the PRODUCTS.
Disputes arising from the performance of the agreement shall be settled by the court locally and materially competent for the SELLER’s registered office.