GENERAL TERMS AND CONDITIONS

APPLICABLE TO AGREEMENTS CONCLUDED WITH CALMTEC STEEL SPÓŁKA Z OGRANICZÓD WIELĄ ODOŚCIĄ

§ 1

SCOPE OF APPLICATION

  1. These General Terms and Conditions of the Agreement (hereinafter referred to as the GTC) specify the rules and manner of concluding sales and delivery agreements for products offered by Calmtec Steel Spółka z ograniczoną odpowiedzialnością, address: 42-530 Dąbrowa Górnicza, ul. Dąbrowski Agreement 1980 No. 11, NIP: 629-24-98-670, REGON: 387877507, KRS number: 0000877365 (hereinafter: Calmtec Steel sp. z o.o.), and the Contractor. These GTC apply only between entrepreneurs within the meaning of Art. 431 of the Civil Code.
  2. A Counterparty within the meaning of these GTC should be understood as any entity (a natural person, a legal person or an organizational unit that is not a legal person, to whom the law grants legal capacity, conducting business or professional activity on its own behalf) concluding a contract for the sale or delivery of products with Calmtec Steel Sp. z o. o. (hereinafter referred to as the Counterparty).
  3. Calmtec Steel Sp. z o. o. and the Counterparty jointly are hereinafter referred to in these GTC as the Parties (hereinafter referred to as the Parties).
  4. The product(s) within the meaning of these GTC shall be understood as any goods included in the current commercial offer of Calmtec Steel Sp. z o. o. (hereinafter referred to as Product//Products).
  5. Working days are understood as days from Monday to Friday, excluding public holidays (hereinafter referred to as Working Days)
  6. These GTC constitute an integral part of each Agreement for the sale or delivery of Products concluded between Calmtec Steel Sp. z o. o. and the Counterparty and regulate the general rules for the performance of these contracts, as well as the rights and obligations of the Parties. These GTC are binding for the Parties with regard to the sale or delivery of Products, unless the Parties agree otherwise in writing, otherwise being null and void, by amending or repealing the provisions of these GTC.
  7. By submitting an offer (order) to conclude a contract for the sale or delivery of Products, the Counterparty accepts the provisions of these GTC. Orders are placed by the Counterparty on the basis of Price Information sent to the Counterparty by Calmtec Steel Sp. z o. o.

§ 2

ORDERING PROCEDURE

  1. It is acceptable for the Counterparty to place orders (offers) via registered letters and via electronic mail (e-mail), based on the current commercial offer of Calmtec Steel Sp. z o. o.
  2. Each order should specify at least:

a) type and quantity of ordered Products,

b) details of the recipient of the ordered Products,

c) details of the payer of the ordered Products,

d) the proposed method of delivery and means of transport,

e) the proposed place and date of delivery of the Products (or delivery schedule),

f) a statement on the required documents confirming the quality of the Products,

g) details of the Contractor’s representative responsible for the execution of the order.

  1. All orders should be signed by persons authorized to represent the Counterparty and in accordance with the principle of representation of the Counterparty under pain of nullity.
  2. Any orders placed by the Counterparty do not bind Calmtec Steel Sp. z o. o. until Calmtec Steel Sp. z o. o. declaration of its acceptance expressed in the form of a written confirmation of the Contractor’s order. In the absence of confirmation of the order, it is considered that the order has not been accepted by Calmtec Steel Sp. z o. o. accepted. The Product sale/delivery agreement is concluded between the Parties upon submission by Calmtec Steel Sp. z o. o. the above-mentioned statement confirming the Contractor’s order.
  3. The delivery schedule submitted by the Contractor requires prior approval by Calmtec Steel Sp. z o. o. in writing.
  4. The day of placing the order is considered to be the day on which the order was delivered to Calmtec Steel Sp. z o. o. correctly, in particular after meeting the conditions set out in paragraph 2 and 3 of this paragraph of the GTC.

§ 3

PRICE

  1. The amount of the price payable for the products of Calmtec Steel Sp. z o. o. each time it will be determined in the content of the acceptance of the Counterparty’s order or in the contract.
  2. The period of validity of the price is each time specified in the Contractor’s order confirmation or in the contract.
  3. In cases where the price also includes the costs of transporting products, each change of the place of delivery of products, organization and means of transport, as well as the costs of electricity, fuel and access to infrastructure will be tantamount to a change in the price.
  4. The price of the products is the net amount, to which the due tax on goods and services will be added at the currently applicable rate.

§ 4

EXECUTION OF THE CONTRACT

  1. The order completion date is agreed by the Parties in the Contractor’s order confirmation or in the delivery schedule.
  2. Changing the order completion date or delivery schedule requires the prior written consent of Calmtec Steel Sp. z o. o.
  3. The order fulfillment time may be extended for reasons beyond the control of Calmtec Steel Sp. z o.o., of which Calmtec Steel Sp. z o. o. is obliged to inform the Counterparty and indicate a new order completion date. Calmtec Steel Sp. z o. o. will make every effort to ensure that the order is completed within the agreed time, however, it is not responsible for the delay in the implementation of the subject of the Agreement, unless it was due to the willful misconduct of Calmtec Steel Sp. z o. o.

§ 5

TRANSPORTATION OF PRODUCTS

The method of delivery of the ordered Products to the Counterparty, in particular specifying the method and means of transport by which the Products will be delivered, the Parties’ obligations regarding any formal requirements related to transport, arrangements for covering the costs of transport and insurance of the Products, are specified in the order or in the order confirmation of the Counterparty referred to in § 2 of these GTC, or in a separate offer or agreement detailing the conditions and costs of transport.

§ 6

METHOD OF PAYMENT AND RESERVATION OF OWNERSHIP

  1. Calmtec Steel Sp. z o. o. reserves the ownership of the sold Products until the full payment of the price by the Counterparty.
  2. Calmtec Steel Sp. z o. o. stipulates that it applies payment terms in a non-deferred form. The non-deferred payment date shall be understood as the payment of the amount due before the release of the goods or the delivery. It is permissible to pay the amount due in parts upon receipt or partial deliveries.
  3. Calmtec Steel Sp. z o. o. applies a deferred payment date in relation to contractors to whom it granted a trade limit, based on separate arrangements between Calmtec Steel Sp. z o. o. and the given contractor. .
  4. If the Counterparty fails to pay the price due for the Products and/or interest arising from the delay in payment on time, Calmtec Steel Sp. z o. o. shall be entitled to suspend the implementation of contracts in progress and suspend the acceptance of subsequent orders, as well as suspend the delivery of any Products ordered by the Counterparty, until the Counterparty makes appropriate payments and submits approved by Calmtec Steel Sp. z o. o. security for the payment of receivables not yet due, which will automatically extend the duration of the contract, and the Counterparty will not be entitled to any claims against Calmtec Steel Sp. z o. o. Subsequent orders will be accepted and processed only if the Counterparty makes a prepayment.
  5. Payment for Products purchased from Calmtec Steel Sp. z o. o. should be made in a non-cash form, i.e. by transfer to the bank account indicated in the content of the VAT invoice. The payment deadline is specified in the Contractor’s order confirmation or in the VAT invoice and is counted from the date of issuing the VAT invoice. If the payment deadline falls on a public holiday, the Parties allow for payment on the next Business Day.
  6. The day of crediting the funds to the bank account of Calmtec Steel Sp. z o. o.
  7. The contractor authorizes Calmtec Steel Sp. z o. o. to issue VAT invoices without the Counterparty’s signature in the scope of receivables provided for in the contract of sale or delivery of Products between the parties.
  8. Postponement of payment for Products purchased from Calmtec Steel Sp. z o. o. requires the prior written consent of Calmtec Steel Sp. z o. o.
  9. Calmtec Steel Sp. z o. o. reserves the right to charge the Counterparty with contractual interest for delay in the amount of maximum interest for delay calculated in accordance with art. 481 § 21 k.c. in the event of delay in payment.
  10. Any additional deadlines for the payment of overdue payments specified in reminders or requests for payment shall not constitute an extension of payment deadlines.

§ 7

ACCEPTANCE OF DELIVERY AND COMPLAINTS PROCEDURE

  1. The Counterparty is obliged to confirm acceptance of the Products by:

a) affixing the company seal to the waybill or other document confirming the release of the Products (WZ release),

b) signing by the person receiving the Products and affixing the date of receipt of the bill of lading or other document confirming the release of the Products (delivery of the WZ).

  1. On the day of acceptance of the Products, the acceptance takes place both in terms of quantity and quality to the extent possible to be determined without additional detailed tests, measurements or visual inspection.
  2. In the case of finding quantitative and/or qualitative shortages on the day of acceptance of the Products, the representative of Calmtec Steel Sp. z o. o. and the Counterparty draw up an appropriate protocol. The counterparty should report any objections to the protocol.
  3. If defects in the Products are discovered later, the Counterparty should immediately, but not later than within 7 days, report this fact to Calmtec Steel Sp. z o. o. in writing by registered letter, fax or via e-mail, under pain of losing the rights resulting from the warranty for Products
  4. Removal of Product defects is carried out under and under the terms of the Product quality guarantee (if it has been granted for given Products by Calmtec Steel Sp. z o.o.)
  5. A product with physical defects resulting from its improper use (in particular, use contrary to its intended use) or mechanical damage is not subject to complaint.
  6. Removal of Product defects will consist, at the discretion of Calmtec Steel Sp. z o. o. either repairing a defective Product, or replacing a Product free from defects. Settlement of the complaint in the manner described above precludes the Contractor from making any further claims for defects in the Products.
  7. The product should be used and maintained in accordance with its intended use and operating conditions. Any deviations in this respect may result in the loss of the guarantee provided to the Counterparty by Calmtec Steel Sp. z o. o.
  8. Calmtec Steel Sp. z o. o. has the right to withhold the consideration of a complaint submitted by the Counterparty and/or suspend the execution of the Counterparty’s claims in this respect until the Counterparty settles all due amounts due to Calmtec Steel Sp. z o. o.
  9. Liability of Calmtec Steel Sp. z o. o. under the warranty for defects in Products is excluded.
  10. The contractor is obliged to cover all costs and expenses incurred by Calmtec Steel Sp. z o. o. in connection with the Counterparty’s complaint, which turned out to be unfounded, or if the defect of the Product was not subject to removal under the guarantee provided by Calmtec Steel Sp. z o. o.
  11. Liability of Calmtec Steel Sp. z o. o. in relation to the Counterparty, regardless of its legal basis, is limited – both as part of a single claim, as well as for all claims in total – to the amount of the price paid by the Counterparty under a given sales or delivery contract. Calmtec Steel Sp. z o. o. shall in no case be liable for the benefits lost by the Counterparty, or for indirect or consequential defects or damages resulting from defects in the Products.

§ 8

CONSEQUENCES OF THE CONTRACTOR’S DELAY WITH COLLECTION OF THE PRODUCTS

  1. 1. If the Counterparty delays the collection of the Products for more than 7 days from the contractual date of receipt, Calmtec Steel Sp. z o. o. will be entitled to:

a) issuing and sending to the Counterparty’s address a VAT invoice for the price payable for the Products sold,

b) sending the Products with its own means of transport or through a carrier of its choice, without prior negotiation of transport conditions, at the expense and risk of the Counterparty,

c) charging the Counterparty with the costs of storing the Products in the amount of 0.5% of their value for each commenced day of delay in collection,

d) refrain from further deliveries of Products to the Counterparty until the Counterparty pays and collects the overdue Products,

f) withdraw from the contract after prior requesting the Counterparty to perform it, setting a new deadline for its performance.

  1. Irrespective of the rights under sec. 1 above, in the event of the Counterparty’s delay in collecting the Products, Calmtec Steel Sp. z o. o. shall be entitled to charge it with a contractual penalty in the amount of 0.5% of the price due for the Products, calculated for each day of delay.
  2. If Calmtec Steel Sp. z o. o. from the contract for reasons attributable to the Counterparty, Calmtec Steel Sp. z o. o. shall be entitled to charge it with a contractual penalty in the amount equivalent to the price due for the ordered Products.
  3. Calculation of a contractual penalty in accordance with the provisions of sec. 2-3 above does not exclude the right of Calmtec Steel Sp. z o. o. to seek compensation from the Counterparty for the damage suffered on general terms.

§ 9

HIGHER POWER

  1. The Party whose act or omission occurred as a result of force majeure is obliged to immediately (not later than within 3 Business Days from the date of obtaining information about it) inform the other Party about the type and extent of this force, as well as the expected period its duration.
  2. Force majeure is considered to be an extraordinary, unpredictable and sudden impediment to business activity (e.g. in production and trade), which neither Party could prevent, in particular: warfare, natural disasters, coup d’état, fires, strikes, uprisings, epidemics, quarantines, activities of state and local government bodies (e.g. embargo or import//export ban), machine failures of Calmtec Steel Sp. z o. o. and the inability to load or unload goods due to weather conditions.
  3. Neither Party shall be liable for the consequences resulting from the occurrence of force majeure in the event of compliance with the rules set out above. If the obstacle arising as a result of force majeure lasts longer than 1 month, the Parties shall agree on the terms of further cooperation. If the dispute cannot be resolved by settlement, the sales or delivery contract between the parties shall be terminated.

§ 10

CONFIDENTIALITY CLAUSE

  1. The Parties undertake to keep confidential all information obtained from the other Party in connection with economic cooperation, and which information is not publicly available (hereinafter Confidential Information).
  2. Confidential Information is, in particular, technical, technological, organizational and financial information, as well as other information constituting a business secret and the know-how of Calmtec Steel Sp. z o. o.
  3. The obligation to keep Confidential Information confidential applies to all information, regardless of whether the Party obtained it directly from the other Party or indirectly from employees, representatives, persons cooperating with the other Party, as well as from third parties.
  4. The disclosure of any Confidential Information to a third party requires the prior written consent of the other Party, subject to the exceptions referred to in section 5 of this section of the GTC.
  5. The confidentiality obligation does not apply to:

a) Confidential Information that was known to the Parties on the date of conclusion of the sale/supply agreement by the Parties or became known to the Parties during the term of the said agreement in a way other than breach of the obligation to maintain the confidentiality clause,

b) the obligation to disclose Confidential Information resulting from the application of legal provisions,

c) presenting the contract to the contracting authority if it is required by the provisions of the Public Procurement Law.

  1. The parties are obliged to exercise due diligence in order to ensure that the means of communication used by each of them to receive and send Confidential Information guarantee the protection of this information against disclosure to unauthorized persons.
  2. The obligation to maintain the confidentiality clause binds the Parties both during the term of the contract of sale//delivery of Products, and after the termination of cooperation by the Parties.
  3. A Party that breaches the obligation to keep Confidential Information secret will be obliged to pay the other Party a contractual penalty in the amount of PLN 100,000.00 (one hundred thousand zlotys). Payment of the contractual penalty does not preclude the possibility of claiming damages in the amount exceeding the amount of the stipulated contractual penalty.

§ 11

CORRESPONDENCE AND DELIVERY

  1. All correspondence (in particular orders, summons and statements) for which these GTC stipulates a written form must be sent by courier, registered mail or in person with acknowledgment of receipt to be considered effectively delivered to the following address:

a) for Calmtec Steel Sp. z o. o. – 42-530 Dabrowa Górnicza, ul. Dąbrowski Agreement 1980 No. 11,

b) for the Counterparty: indicated in the offer (order) or in the contract.

  1. The Parties are obliged to immediately notify the other Party of any change of correspondence address or of the person authorized to receive correspondence in writing under pain of nullity. If the Party fails to comply with the obligation referred to in the previous sentence, it is assumed that all correspondence delivered to the previous address or addressed to the person previously authorized to receive correspondence is effectively delivered.

§ 12

FINAL PROVISIONS

  1. The Parties undertake to immediately inform each other about the occurrence of any circumstances that may even potentially affect the performance of the contract between the Parties, as well as those circumstances that may result in the other Party being unable to perform or properly perform the contract (in in particular, make timely payment of the price and side benefits).
  2. The Parties undertake to strive for amicable settlement of any disputes arising from the performance of agreements between the Parties. If the Parties are unable to conclude a settlement, the court competent to hear any disputes will be the common court competent for the seat of Calmtec Steel Sp. z o. o.
  3. In the event of changes to some provisions of the GTC through negotiations prior to the conclusion of the Agreement between the Parties, the remaining provisions contained in the GTC shall remain in force. Calmtec Steel Sp. z o. o. is not bound by any general terms, regulations or other regulations applicable to the Counterparty and they do not apply to contracts concluded with Calmtec Steel Sp. z o.o., unless the Parties agree otherwise in writing, under pain of nullity
  4. The administrator of personal data processed in connection with the implementation of contracts concluded between the Parties is Calmtec Steel Sp. z o. o.
  5. The legal relationship arising on the basis of these GTC is subject to Polish law.