I. General terms

1. The sale of the movables listed in paragraph IV.1 (hereinafter referred to as „Products”) shall be based on the grounds of the below General Terms and Conditions of Sale.

2. The following General Terms and Conditions of Sale define rights and obligations of the ROLL STEEL Sp. z o.o., a company seated in Poznan (Nr KRS: 0000633172) as well as their clients to the extent not regulated otherwise in the concluded agreements of sale.

3. ROLL STEEL Sp. z o.o. with registered seat in Poznan, Poland shall be further referred to as „ROLL STEEL”, while each customer purchasing Products offered by ROLL STEEL shall be further referred to as the “Buyer”; the present “General Terms and Conditions of Sale ” shall be further referred to as the “Terms”

4. The term “contract” used in the Terms shall be referred as to the sale agreement.

 

II. The Terms and their biding force

1. All contracts shall be concluded on the basis of these Terms.

2. The terms shall form the basis for determining the content of each contract concluded by ROLL STEEL. However, in case of inconsistency of the Terms with the contract entered into in writing or by electronic means, such contract shall take precedence insofar as it contradicts the Terms.

3. The terms in the form of the document shall bind the Buyer if they were delivered prior to the conclusion of the contract. If the Terms have been established on an electronic information media (e.g. pdf or doc file format) it is sufficient to send an electronic message to which an electronic media containing the contents hereof is attached.

 

III.     Conclusion of the contract

1. The order submitted by the Buyer and accepted by ROLL STEEL shall be the basis for concluding the contract. The order the Buyer has submitted is deemed an offer to conclude a contract. The order may be submitted in accordance with the model order used and provided by ROLL STEEL or otherwise, but must be in any case made in writing or documentary form.

2. The Buyer may submit an order in writing, by electronic means (by e-mail), by fax, by telephone or orally.

3. The Order for Products should indicate the selected Product that the Buyer intends to purchase and the quantity (weight, number of packages).

4. The orders are submitted and the contracts are concluded on the basis of the price list made available to the Buyer by ROLL STEEL and applicable on the day the order has been accepted by ROLL STEEL. If the date on which the order has been accepted by ROLL STEEL there is a price list in effect with a different content than on the day the order was submitted by the Buyer, the Buyer may rescind the contract, within 2 days of reception of the order acceptation.

5. The contract shall be deemed concluded if ROLL STEEL accepts the order The date of acceptation of the order by ROLL STEEL shall be the date the contract is concluded. The contract shall be concluded on the basis and in accordance herewith and the ROLL STEEL price list referred to in point. 4. However, if the contents of the order or ROLL STEEL statement on its acceptance (point 8) requires that the conclusion of the contract depends on the payment of a certain advance payment of the price, the contract shall be concluded only at the time of payment of this advance within the time specified in the order or statement ROLL STEEL. If the term is not specified, it is considered that the advance payment should be made within 2 days of the request by ROLL STEEL. If the term referred to in the previous sentence passes to no effect it is deemed the contract has not been concluded.

6. Any deviation from the Terms or determining – at the Buyer’s request – a different content of the contract requires the drawing up the contract in writing under the pain of nullity and approval of the ROLL STEEL in accordance with the law.

7. In the event referred to in paragraph 6, until ROLL STEEL has received a written contract signed by the Buyer, the sale of the Products or the provision of services shall be made on the terms and provisions defined herein.

8. ROLL STEEL may accept the order (ie, submit a “Respond” on the order) with a stipulation of changes or supplements, in particular making the conclusion of the contract conditional on a payment of a predetermined advance payment. In such a case, the Buyer may, within the time indicated in the Respond (and if there are no dates specified in the Respond – within 2 days of reception of the Response), accept or reject the Response sent by ROLL STEEL. The lack of Buyer’s statement within the time period specified in accordance with the preceding sentence shall be deemed to be acceptance of the terms contained in the Respond. In this case, the contract is concluded on the terms defined in the Respond in the first instance, and secondly – in the order, to the extent that the order is not in contradiction with the Respond.

9. The date of the conclusion of the contract on the basis of point. 8 shall be the date the Buyer accepts a Respond sent by ROLL STEEL or the date on which the time for acceptance thereof has passed to no effect. The remainder of the provisions of this Section III shall apply.

10. If the order is made by telephone or orally, points 3 – 9 shall not apply. In such case, ROLL STEEL upon receipt of the order made in this way shall confirm to the Buyer the content thereof in writing or by electronic means, e.g. by e-mail (“Confirmation”). If the Confirmation contains amendments or supplements to the order, the parties are bound by the contract specified in the Confirmation, unless the Buyer immediately, but no later than one (1) day, objects to the Confirmation, and the objection will be expressed in the same form as it was applied by ROLL STEEL; in this case the contract is not concluded. The moment of conclusion of the contract under this clause shall be the date on which the one-day term to lodge an objection to the Confirmation, counted from the date of receipt of the Confirmation by the Buyer, has passed to no effect.

11. Points 1 – 10 shall not apply in situations where ROLL STEEL refuses to accept an order and submits its own order (“Counteroffer”) to the Buyer. In such a case, the Buyer may, within the time specified in the Counteroffer (and if there is no date specified in the Counteroffer – within 2 days from the date of receipt of the Counteroffer), accept or reject the Counteroffer sent by ROLL STEEL. The lack of the Buyer’s statement within the time period specified in the Counteroffer shall be deemed the Counteroffer has not been accepted. In the case of acceptance of Counteroffer by the Buyer , the contract is concluded in the moment, when ROLL STEEL receipts a statement of its acceptance, under the conditions specified in the Counteroffer.

12. The possibility of concluding the contract by the silent acceptance of the order by ROLL STEEL is excluded, ie when ROLL STEEL receives from the person, with whom it has permanent economic relations, the offer to conclude the contract (order) within the scope of its activity and immediately didn’t respond to this order.

 

IV. Subject of the sales contract

1. The subject of the sales contract is the sale of Products, ie stainless steel or alloy or other Products which are in the current offer of the ROLL STEEL.

 

V. Delivery of Products

1. The Products may be collected by transport organized by the Buyer or ordered by ROLL STEEL.

2. ROLL STEEL is obliged to deliver the Products if such an obligation results from the provisions of the contract. Delivery takes place within the dates specified in the contract.

3. Unless otherwise agreed, the following rules apply to the time and date of delivery:

a) specified time and date of delivery are approximate, unless parties in this case agreed otherwise. ROLL STEEL, as far as possible, strives to meet all expectations of the Buyer,

b) ROLL STEEL stipulates the right to agree with the Buyer the delivery schedules depending on the size of the order.

c) If the contract provides that the Buyer is obliged to pay the advance payment, the course of all the terms specified therein may start running only after the advance payment is made, and the terms are counted only from the date of receipt of the advance payment to the bank account of the ROLL STEEL.

4. Obligations of the Buyer in the case of car transport:

a) change of the delivery date must be made at least 24 hours before the delivery date; In the case the delivery date has been changed, the Buyer is obliged to reimburse to ROLL STEEL the costs resulting from this change,

b) Buyer undertakes to specify the hours of unloading of Products,

c) The Buyer undertakes to ensure readiness to receive the Products within the agreed time (warehouses should be able to function and accept Products)

d) at the place of unloading the person authorized by the Buyer to accept and confirm the delivery must be present,

e) The Buyer, when the delivery time is specified, is obliged to unload the delivered Products within 1 hour. When this time has passed, the Buyer will be charged with the additional costs of demurrage (waiting) of the vehicle to be unloaded.

5. In the case of collecting ROLL STEEL Products by Buyer’s vehicles or when the Products are collected at his / her order, the Buyer is obliged to:

a) ensure that the characteristics of transport meet the requirements guaranteeing the maintenance of quality parameters of the articles (Products) and do not cause damage to the Products,

b) ensure that the collection is made and confirmed on the delivery note (transport note, CMR, WZ) by the vehicle driver,

c) to load the Products within the time set by ROLL STEEL and in the order of arrival of the vehicles. ROLL STEEL is not responsible for any waiting time and will not be obliged to pay any compensation.

6. The risk of loss, damage or destruction of Products are transferred to the Buyer at the time:

a) when Products are delivered by the transporting vehicles ordered by ROLL STEEL – at the time the Products has been delivered at the place of destination and the delivery has been confirmed by the Buyer’s signature on the delivery note (transport note, CMR, WZ)

b) when Products are collected by the Buyer’s transport – at the time the Products has been loaded onto the means of transport sent by the Buyer.

7. The breach of the Buyer’s obligations set forth in clause 4 – 6 entitles ROLL STEEL to claim compensation, while independently of these claims ROLL STEEL is entitled to refrain from unloading Products and to demand the reimbursement of the cost of transporting, or transporting and waiting time for unloading.

8. ROLL STEEL shall not be liable for the difference between the quantity or weight of the Products delivered and the quantity or weight of the Products ordered, in the case the difference does not exceed 10 (ten)%. In the case of a difference not exceeding the amount specified in the preceding sentence, the Buyer shall not be entitled to any claim under implied warranty. In the case such difference has occurred, the weight of the Products actually delivered shall be the basis for the price determination. In this case the price will be set as the product of the unit rate (for 1 dm3, one kilogram or another specified in the order) and the weight of the delivered product. This weight shall be determined by ROLL STEEL before the delivery and entered in the delivery note.

9. Disposable packaging is not to be returned to ROLL STEEL and is purchased by the Buyer. Its price is included in the price of the Product sold. The Buyer is obliged to deal with it in accordance with the waste regulations.

10. Reusable packaging is the property of ROLL STEEL.

 

VI. Prices

1. Prices of Products specified in the valid ROLL STEEL price list are net nominal prices, to which the applicable VAT rate shall always be added.

2. Net prices are quoted per unit of product weight, ie 1 (one) kilogram, assuming 1 dm3 (one cubic decimeter) of Products weighs 8 (eight) kilograms.

3. ROLL STEEL stipulates the right to amend these Terms or the price list without prior notification. At the same time, ROLL STEEL will use its best endeavors to notify the Buyer of the date on which the new Terms and / or pricelist enter into force, with 7 days period in advance.

4. Payments will be made to the ROLL STEEL bank account specified in the invoice. The payment date is specified in the contract or VAT invoice. In the event of a discrepancies between these documents, the contract shall prevail.

5. Until the full price, ie with VAT, is paid, ROLL STEEL retains the ownership of the Products.

6. If the Buyer paying the price has not indicated which of the several VAT invoices he wishes to satisfy or in the case its declaration was incorrect, ROLL STEEL shall be entitled to credit the received amount primarily against a due and payable debt of the Buyer and if several debts are due and payable, against the one which is the longest overdue. The received amount ROLL STEEL shall credit first of all against overdue incidental charges related to the debt (interests), then principal amount and the rest – for possible costs related to the recovery of receivables (costs of court proceedings, enforcement proceedings, etc.).

7. For each day of delay in payment after the payment date specified in the VAT invoice, ROLL STEEL will be entitled to demand the statutory interest for the delay.

8. If the Buyer defaults in performance of a payment of the price or if due to its financial condition it is doubtful whether payment of the price or remuneration will be made on time, ROLL STEEL may withhold the providing further Products or services until the Buyer pay the overdue amounts.

9. If the Buyer obliged to provide a performance states that it will not provide the performance, ROLL STEEL may rescind the contract without setting an additional period, also before the designated time for the performance

10. All costs related to payment of the price, in particular bank transfer costs, are charged only to the Buyer and can not be deducted from the price.

 

VII. ROLL STEEL Liability

1. ROLL STEEL is responsible for the quality of the Products or their inadequate quantity, taking into account the normal wastage specified in the contract, and the liability of ROLL STEEL shall in all cases be limited in accordance with the following provisions.

2. In the event of a physical defect of the delivered Products covered by the ROLL STEEL implied warranty, the Buyer may only demand to provide the appropriate quantity of the same type of defect-free Product. ROLL STEEL is not responsible for defects of Products that could be observed with due diligence when delivering. In the event of a supply of inappropriate amount of Products, the Buyer may demand a correction of the sales invoice by the difference in the delivered Product quantity or the delivery of the missing quantity of the Product.

3. ROLL STEEL’s liability to the Buyer for any damage caused by the performance of the contract, non-performance or improper performance thereof shall in any event be limited to liability for damage caused intentionally.

4. ROLL STEEL’s liability for caused damage is further limited to the amount equivalent to the net price of Products affected by the defect.

5. Articles 560, art. 561, art. 5611 – 5614, Art. 562, art. 566 – 5681 and art. 574 of the Civil Code shall not apply to ROLL STEEL liability for the defects of the sold Products under the implied warranty.

6. If the Products of Second Quality / Second Grade) are subject of the sale contract (and it is specified in the contract), ROLL STEEL’s liability for physical defects under the implied warranty is excluded.

 

VIII. Complaints

1. The Buyer is obliged to immediately check the consignment (purchased Products) in terms of quality and quantity. Failure to perform this obligation will result in the loss of rights under the implied warranty.

2. In the event of obvious (overt) defects or damage to the shipment, the Buyer is obliged – before the reception of the consignment – to report this fact to the carrier and to the ROLL STEEL representative and to compose a report with the carrier describing (stating) the defects/damage; in addition, the Buyer is obliged to report the above defect(s) to the person delivering the Product by placing an appropriate notation on the delivery document (consignment note, CMR, WZ) (ie by stating in this document that the packaging or the Product has been delivered not in accordance with documents or is defective (damaged)). Breach of any of the obligations set forth in the preceding sentences shall result in the loss of any claims to the ROLL STEEL, including these ones under the implied warranty or sales warranty.

3. Upon the receipt, the Buyer is obliged to inspect the consignment in a manner customary, within 3 days from the day of receipt. In the event of defects that could not been discovered at the time of delivery (defects concealed), the Buyer immediately, but not later than within 3 days of the date of discovering of such defects and no later than within 7 days of the date of receipt of the consignment, shall notify the carrier and the ROLL STEEL representative about the identified defects and will demand from the carrier to compose a report confirming the existence of the damage and also shall secure the Product batch for quality assessment by an authorized representative of ROLL STEEL. Breach of any of the obligations set forth in the preceding sentences shall result in the loss of any claims to the ROLL STEEL, including these ones under the implied warranty or sales warranty.

4. The notification of a defect (complaint) referred to in the preceding paragraphs, must be made in writing under pain of nullity and, under pain of being declared ineffective, shall contain:

a) specifying the Product or service complained by indicating its name, batch number.

b) date of purchase, date and number of VAT invoice for purchase and delivery and delivery number, c) a detailed description of the defect.

Complaints on behalf of the Buyer should be made by a person authorized to represent the Buyer. At the request of ROLL STEEL the applicant should present the authorization (legitimacy) to represent the Buyer. In the event of a breach of the requirements defined in the preceding two sentences, the claim will be considered ineffective.

5. In the event of a quality claim, the Buyer is obliged to submit with the claim a sample of the Product or to allow ROLL STEEL to take sample of the contested batch of Product.

6. ROLL STEEL is obliged to consider the complaint within 30 working days from the date of the receipt thereof.

7. In a case the claim has been acknowledged, when the Product had been used or incorporated ROLL STEEL, at its sole discretion, shall be entitled to replace or remove the defect at its own expense or to pay to the Buyer reasonable compensation in respect of the damage sustained by the Buyer.

8. In case ROLL STEEL has not acknowledged the claims made by the Buyer, ROLL STEEL is obliged to send a written justification of its decision within 30 working days of the receipt of the complaint.

 

IX. Miscellaneous provisions

1. ROLL STEEL and the Buyer undertake to perform the contract with due diligence and in a manner consistent with its provisions and in accordance herewith.

2. In the event of circumstances considered to be force majeure, in particular natural disasters, riots, wars, strikes and other circumstances beyond the control of either party to the contract, both parties are entitled to suspend deliveries or to shift receptions in whole or the unexecuted part without obligation to pay compensation.

3. The Parties undertake to notify each other immediately of the existence of force majeure.

4. Any outstanding debts arising prior to force majeure shall be settled by the parties as soon as possible.

 

X. Application of the United Nations Convention on Contracts for the International Sale of Goods (hereinafter referred to as ‘the CISG’)

1. The application of articles 11, 13, 19 – 24, 32, 66 – 70 of the CISG is excluded.

2. The provisions of these Terms shall take precedence over the remaining provisions of the CISG, i.e. other than those excluded in point 1 above. This means that the provisions of the Terms shall apply in the first place and the provisions of the CISG and the Polish law shall apply to the extent not specified herein.

 

XI. Applicable law. Dispute settlement

1. Any contract concluded under these Terms shall be governed by and construed in accordance with the Polish law. 2. The parties of the contract agree to settle all issues amicably.

3. The disputes that the parties cannot amicably resolve, shall be submitted for resolution to the exclusive jurisdiction of the Polish courts (jurisdiction of the Polish courts) and, in particular, the general court competent for the seat of ROLL STEEL.

 

XII. Final provisions

1. In the issues not governed by these Terms, the provisions of the CISG, the Civil Code and other relevant provisions shall be applied.

2. These Terms constitute a standard contract within the meaning of art. 384 of the Civil Code.