Terms and conditions

TERMS AND CONDITIONS OF SALE AND DELIVERY

1. GENERAL

Pursuant to these Terms and Conditions of Sale and Delivery, pgb-Polska Sp. z o.o., (hereinafter referred to as the “Supplier”) concludes sales contracts and contracts for the delivery of goods offered thereby with natural persons who are entrepreneurs, legal persons and organizational units without legal personality, hereinafter referred to as the “Buyer”.

The following terms and conditions, unless otherwise agreed for the given transaction, apply to all offers and deliveries performed by the Supplier.

No other terms and conditions apply with regard to buyers and their purchases, unless they are agreed in separate agreements and have been confirmed in writing - only such arrangements shall be ultimately binding on the Supplier.

2. PRICES AND OFFERS

All prices of goods and services provided by the Supplier are non-binding and may be changed at any time, depending on the situation on the raw materials market. The prices of the goods and services shall be finally determined on the day the Buyer submits the final offer to the Supplier. The final offer shall mean the order placed by the Buyer with an indication of all relevant items (i.e. the exact name and description of the goods, quantity, basic technical parameters, delivery date).

Unless explicitly stated otherwise, advertisements, catalogs and other advertising materials regarding the offered goods shall be for information purposes only and shall not constitute an offer within the meaning of the Civil Code. Orders accepted by representatives and/or agents are binding on the seller only to the extent that those orders have been confirmed in writing.

3. DELIVERY, DELIVERY DATES

The delivery dates specified in the order are estimated and indicative. If the Parties agree on a date other than that indicated in the order, this date shall be understood as the final one only if meeting it is possible, in particular, if no force majeure or any other circumstance beyond the Supplier's control occur.

The dates of delivery of goods indicated in the order, if accepted by the Supplier, should be treated not as final dates, but as estimated and only indicative dates of order fulfillment.

The risk of even accidental damage to the goods during unloading shall be borne by the Buyer. If the Buyer fails to meet the terms and conditions enabling proper unloading, the Supplier shall have the right not to recognize any possible claims made by the Buyer.

The risk of delivery of the goods and the risk of accidental loss or damage shall be transferred to the Buyer at the time of delivery by the Supplier of the ordered goods to designated entities, regardless of who bears the costs of transport.

The supplier reserves the right to change the time and date of delivery if there are factors beyond the supplier's control (traffic restrictions, weather conditions, unforeseen disturbances in the operation of the plant, force majeure, etc.) In the event of the above-mentioned circumstances, the Buyer will not submit any complaints related to the delay in delivery. The Buyer shall not be entitled to any claims (neither contractual nor tort ones).

4. COMPLAINTS AND LIABILITY

The Buyer shall be obliged to carefully examine the goods, in particular in terms of their quantity and quality (quantity, material, dimensions) immediately upon their receipt, and to determine any shortages or damage to the subject-matter of the agreement arising during transport, under pain of losing the complaint rights.

The Buyer must submit a complaint for any visible external damage in writing within 3 days from the date of receipt of the goods, otherwise the claim shall not be valid.

 If the Buyer finds a quality or quantity defect of the goods, the Buyer shall be obliged to secure the goods intact, in particular, shall be obliged to refrain from installing the defective goods until the complaint is considered by the Supplier under pain of losing the right to any claims against the Supplier.

The Buyer, within 3 months from the date of receipt of the goods, may report defects that were discovered at that time, provided that it informs the Supplier about it in writing within 8 days from the discovery of the defect. In this case, the Buyer's right is limited to replacing the delivered goods, excluding any payment of compensation.

The Supplier shall not be liable for defects in goods purchased from third parties. All possible complaints and claims must be made directly to the Supplier.

The Supplier's liability for damages resulting from the use of the delivered goods, also in relation to the situation described above, shall in each case be limited to their net price. All claims for business losses, lost profits or other indirect damages such as installation costs, personal injury or property damage are excluded.

5. PAYMENT

The payment must be made within 30 days of the invoice date, unless otherwise agreed. The payment date shall be the date on which the entire amount is credited to the Supplier's bank account indicated on the invoice.

 In the event of a delay in the payment of claims resulting from at least one invoice, the Supplier shall have the right to recognize all claims as immediately due, including payments resulting from invoices not yet due. In addition, in the event of the Buyer's delay in paying the amounts due, the Supplier shall be entitled to credit the Buyer's payment first against interest for the delay, and then against the earliest amounts due, regardless of whether the Buyer has indicated which payment has been due.

If the payment deadlines are exceeded, the Supplier shall be entitled to charge statutory interest in the maximum amount, without the need to make repeated requests for payment. The Supplier reserves the right to claim any additional costs necessary to recover the amount due under the agreement, in addition to the main amount due and interest for delay, including: reimbursement of costs related to pre-trial debt recovery in the amount not exceeding 10% of the sum of the debt collected, as well as reimbursement of court costs, costs of enforcement and legal representation.

If the Buyer fails to fulfill its payment obligations or fails to fulfill other due obligations towards the Supplier, the Supplier shall be entitled to refrain from performing the delivery and to condition the performance of the remaining deliveries from the Buyer's payment in advance or from providing collateral in writing, approved by the Supplier under pain of nullity. Suspending deliveries by the Supplier shall not have the effect of a delay. Submitting claims shall not release the Buyer from the obligation to pay the amounts due under the issued invoices in a timely manner.

6. INDEPENDENT EXTERNAL FACTORS

In the event that the Supplier is unable to fulfill one or more of its obligations due to circumstances beyond its control, it shall have the right to declare such fact by registered mail without any legal intervention and thus withdraw in whole or in part from the concluded agreement; the Buyer shall not be entitled to any claims (neither contractual nor tort ones).

8. JURISDICTION

The Parties shall resolve amicably any disputes arising from the implementation of agreements covered by these terms and conditions, respecting the legitimate interests of the other Party.

In the absence of an amicable settlement of the dispute, any disputes arising from the agreements covered by these terms and conditions shall be settled by the Court of Law having jurisdiction over the registered office of the Supplier.

In unregulated matters, the provisions of the Civil Code and other relevant provisions of Polish law shall apply.