General Terms and Conditions of Wholesale Sale

Steelcon Sp. z o.o. in Warblewo

1. General Provisions

1.1. These General Terms and Conditions of Sale (hereinafter referred to as “GTC”) apply to the sale of waste container components (hereinafter collectively referred to as “Goods”) offered by Steelcon Spółka z ograniczoną odpowiedzialnością, located in Warblewo, Warblewo 24A, 76 – 200 Słupsk, registered in the business register of the National Court Register maintained by the District Court for Gdańsk-Północ in Gdańsk, VIII Commercial Division of the National Court Register under number KRS 0000228529, with NIP 8392649081, REGON 77127592600000, with a share capital of 458,800.00 PLN (hereinafter referred to as the “Seller”) to entrepreneurs, i.e., natural persons, legal persons, and other organizational units whose main place of business is located within one of the European Union member states or outside the European Union, who make purchases for purposes directly related to their business or professional activities (hereinafter referred to as the “Buyer”).

1.2. The GTC form an integral part of every sales contract concluded between the Seller and the Buyer, unless the parties explicitly agree otherwise. The provisions of the contracts and agreements concluded between the Seller and the Buyer take precedence over the provisions of the GTC.

1.3. All changes, additions, notifications, or statements made by the parties in connection with the conclusion or execution of the contract should be made in writing and delivered to the other party: in person, by mail, by courier, or electronically in the form of a scanned document, or as an email message.

1.4. Before placing an order and purchasing Goods from the Seller, the Buyer, at their own expense and responsibility, will assess and conduct any necessary research and analysis to determine whether the ordered Goods will enable them to achieve their intended business goals or implement planned projects, and whether the ordered Goods comply with the internal regulations or procedures in force at the Buyer’s organization. By placing an order, the Buyer confirms that the Goods meet their needs, and acknowledges awareness of their properties and intended purpose.

1.5. Offers and commercial terms, discounts and rebates, including in particular information regarding the price of the Goods that deviates from the price lists commonly applied by the Seller, constitute the Seller’s business secret, legally protected under Article 11 of the Act on Combating Unfair Competition.

2. Orders and sales

2.1. The sale of Goods will be based on orders placed by the Buyer, including through the acceptance of an offer previously submitted by the Seller. Orders may be placed in writing via mail or electronically in the form of a scanned document, as well as through an email message.

2.2. A condition for the Seller’s acceptance of an order for execution is the agreement on commercial terms, including, in particular, the form and method of payment.

2.3. The Seller may refuse to execute the order if:

1. The Buyer is in default of payment for any amounts due for previous purchases of Goods from the Seller or other obligations towards the Seller.
2. The Buyer or any of their creditors has filed a petition for the declaration of bankruptcy, the initiation of rehabilitation proceedings, or the commencement of restructuring proceedings against the Buyer.
3. The partners of the Buyer have adopted a resolution to dissolve the Buyer and place it in liquidation.
4. The financial situation of the Buyer has deteriorated to such an extent that the Buyer is at risk of insolvency.
5. There is a legal proceeding against the Buyer for payment initiated by any other creditor, regardless of the stage of the proceeding.
6. Enforcement proceedings have been initiated against the Buyer.
7. The Buyer has been entered into the National Debt Register or listed as an unreliable debtor in another economic information office.

2.4. The Seller will inform the Buyer of the refusal to execute the order promptly, but no later than 14 (fourteen) days from the submission of the order.

2.5. In the event of any of the circumstances specified above in point 2.3 occurring after the order has been placed but before its execution by the Seller, the Seller may suspend the execution of the order, unless the Buyer pays the full price for the ordered Goods in advance.

2.6. At the Buyer’s request, the Seller will issue a quality certificate for the ordered Goods. The Buyer is obliged to request the issuance of the quality certificate no later than at the time of placing the order, under penalty of the Seller’s refusal to issue the certificate.

2.7. The Seller declares that the Goods offered for sale are subject to natural wear and tear and is not responsible for any changes in the parameters of the ordered Goods resulting from their natural operational wear, which occur after the Goods have been received by the Buyer.

2.8. The Seller reserves the right to change the technical parameters of the ordered Goods, provided that it does not affect the usability of the Goods.

3. Order Fulfillment

3.1. Orders will be fulfilled either through personal collection of the Goods from the Seller’s warehouse or by delivery to a location specified by the Buyer. The details for picking up the Goods (reference number, warehouse address) will be provided after confirming the acceptance of the order for execution. The Seller can arrange for delivery to a location specified by the Buyer at the Buyer’s expense. The terms of transportation will be provided upon the Customer’s request along with the commercial offer.

3.2. The Buyer is obligated to ensure that the order is collected by an authorized person. In case of doubt, it is assumed that any person working on behalf of the Buyer or present on the premises where the Buyer conducts their business is authorized to collect the Goods. The Buyer may authorize specific persons to collect the Goods, but must notify the Seller of this authorization. The above provisions also apply to delivery to another entity specified in the order by the Buyer.

3.3. The Buyer is obligated to ensure that the person collecting the Goods signs the relevant delivery document in a manner that allows for their identification.

3.4. The unloading of the Goods is the responsibility of the Buyer. The risk of accidental damage or loss of the Goods transfers to the Buyer at the moment the unloading begins.

3.5. During unloading, the Buyer is obliged to check the quantity of the delivered Goods and the condition of their packaging. The weight of the Goods will only be considered if the scale used has a current certification confirming its legalization. In the event of any discrepancies, when the delivery is made via external transport, the Buyer is required to note the discrepancies on the waybill.

3.6. The Buyer, within 3 (three) business days from the delivery of the Goods, is required to check the quantity of the delivered Goods, the condition of their packaging, and, if the packaging allows, also the properties of the Goods themselves. If the Buyer does not report any defects in this regard within this period, they lose the right to claim those defects later and forfeits their warranty rights in this respect.

3.7. The Buyer is not entitled to request the Seller to repurchase unused Goods. However, the Seller is entitled, in specific cases, to collect the Goods from the Buyer based on separately agreed terms.

3.8. The seller is not responsible for delays in order fulfillment if the delay is not due to their sole fault, particularly if the cause of the delay is the failure to deliver the goods by the manufacturer or distributor.

3.9. In the case where delivery is carried out by a carrier chosen by the Buyer, the benefits and burdens associated with the goods, as well as the risk of accidental loss or damage to the goods, pass to the Buyer at the moment the goods are handed over to the carrier. In the situation mentioned in the previous sentence, the Seller is not responsible for the non-performance or improper performance of the transportation contract, particularly the Seller is not liable for any loss, damage, or deterioration of the goods that occurs from the moment they are accepted for transport until they are delivered to the Buyer, as well as for any delay in the delivery of the goods.

3.10. In the event that the delivery of the goods to the location specified by the Buyer is impossible or significantly hindered, particularly due to the size of the ordered goods, limited availability of local roads, or restrictions or prohibitions arising from local regulations, and the Buyer has not informed the Seller about these circumstances in writing at the latest at the time of placing the order, all additional costs related to delivering the goods to the delivery location shall be borne by the Buyer.

4. International Order Fulfillment

4.1. The provisions of this section apply exclusively to orders where the delivery address provided by the Buyer is located in a country other than the Republic of Poland (hereinafter referred to as International Orders).

4.2. In the event of any discrepancies between the provisions of this section and the other provisions of the Terms and Conditions, the provisions of this section shall apply.

4.3. In matters not regulated in this section, the provisions of section 3 of these Terms and Conditions shall apply to international orders.

4.4. The delivery of international orders is subject to the Incoterms 2020 rules. In the execution of international orders, the Seller allows the possibility of applying the following Incoterms 2020 rules:

1. EXW,
2. CPT,
3. DDP.

4.5. The Buyer acknowledges that the delivery costs of the Order will vary depending on the chosen Incoterms 2020 rule.

4.6. The Buyer selects the appropriate Incoterms 2020 rule for the respective sales contract after the Seller has presented the proposed delivery terms and costs. Upon receiving the order, the Seller will promptly contact the Buyer to provide the delivery terms and costs. The Buyer must confirm the proposed delivery terms and costs in writing within 7 days from receiving this information from the Seller. If the Buyer does not accept the delivery terms and costs proposed by the Seller within 7 days from receiving the information, the Seller will cancel the order. Within 7 (seven) days from the cancellation of the order, the Seller will refund the payments received from the Buyer to the Buyer’s bank account.

5. Use of the Goods

5.1. The Seller is not responsible for the correct use of the Goods by the Buyer.

5.2. The Buyer acknowledges that any recommendations or advice provided by the Seller regarding the use of the Goods are given with due diligence and the Seller’s current knowledge. However, these do not guarantee achieving a predetermined result or economic outcome of the Buyer’s activities. The Seller is also not responsible for the proper functioning of devices, installations, etc., in which the Goods have been used by the Buyer.

5.3. In case of any doubts regarding the use of the Goods, if these doubts cannot be clarified based on applicable legal provisions or decisions of administrative authorities, the Buyer should submit a written inquiry to the Seller, either in writing or via email.

5.4. After receiving the Goods, the Buyer is obligated to store them in accordance with their properties and applicable regulations before using them. In case of a breach of storage conditions by the Buyer, the Seller is exempt from liability under the warranty for physical defects of the Goods.

6. Claims

6.1. The Buyer, upon noticing any defects in the Goods or damages to the devices or installations in which the Goods have been used, must immediately notify the Seller, but no later than 5 (five) working days from the moment of noticing them. At the same time, the Buyer should create photographic documentation. The complaint – under pain of nullity – must be submitted in writing (delivered personally, sent by mail, or via email) to the following address: info@steelcon.pl.

6.2. The Buyer, before using the Goods, must check their physical condition, in particular whether the Goods in the packaging show any signs of crushing, scratches, dents, deformations, etc. In case such irregularities are found, the Buyer should create photographic documentation and submit a complaint within the time and in the manner specified above in section 6.1. The Buyer is then obliged to refrain from using the Goods until the Seller has reviewed the submitted complaint.

6.3. If the complaint is not submitted within the time limit specified above in sections 6.1 or 6.2, the Buyer loses the right to invoke these defects at a later time and forfeits the warranty rights in this regard.

6.4. The Buyer acknowledges that complaints submitted orally (including via phone), and not subsequently confirmed in the manner specified above in section 6.1, will not be considered. In such cases, the Buyer loses the right to invoke the defects reported in this way at a later time and forfeits warranty rights in this regard.

6.5. The Buyer agrees to cooperate with the Seller in the claims process and provide all explanations regarding the use of the Goods, including, in particular, agreeing to complete the complaint forms provided by the Seller, provide the requested photographic documentation, as well as any other documents requested by the Seller. The Buyer will also ensure that the Seller, individuals acting on the Seller’s behalf, and insurance company representatives have access to the devices or installations in which the Goods have been used.

6.6. If the Buyer has reported defects in a particular Goods, and there are still unused batches of that Goods in their possession, they should secure them for the purposes of the claims process and inform the Seller about it.

6.7. The Seller, if necessary during the claims process, may commission additional tests and analyses of the remaining Goods, packaging, or devices or installations in which the Goods were used, and may also commission an expert evaluation by independent experts. If it turns out that the claim was unjustified, the costs of these tests, analyses, and experts will be borne by the Buyer.

6.8. A submitted complaint does not entitle the Buyer to withhold payment for any Goods purchased from the Seller.

6.9. The Seller is liable for the actual damage caused to the Buyer as a result of the Goods sold to them being defective. However, the Seller’s liability is limited to the gross value of the Goods that turned out to be defective.

6.10. The Seller’s liability for advice regarding the selection of Goods or their use is limited solely to actual damages caused by the Seller’s intentional fault.

6.11. The Seller, after conducting the complaint procedure, informs the Buyer of its outcome. If the complaint is not accepted, the Buyer may refer the matter to mediation, conciliation, or judicial proceedings.

6.12. If the Buyer purchases Goods from the Seller for the purpose of resale, the Buyer acknowledges that they are solely responsible for warranty claims towards subsequent buyers of the Goods and must conduct the complaint procedure on their own if such claims are made.

7. Payment`s delay

7.1. The Buyer is obliged to pay the price for the Goods purchased from the Seller. The payment terms are specified in the invoices issued by the Seller. The payment date is considered to be the day the Seller’s bank account is credited.

7.2. In case of delay in payment, the Seller is entitled to the maximum default interest, which is twice the statutory interest for late payment.

7.3. The Seller reserves the ownership rights to the Goods sold to the Buyer, which have not yet been used or resold, until the Buyer pays the full purchase price. In the event of a delay in payment by the Buyer for the given Goods, the Buyer authorizes the Seller to enter the premises where the Buyer conducts its business and retrieve the Goods for which the payment has not been made. A corresponding protocol will be drawn up for these actions, and the costs of retrieval shall be borne by the Buyer.

7.4. If the Buyer is in default with the payment of any part of the price for the purchased Goods, the Seller is entitled – by means of an additional declaration – to accelerate the maturity of all remaining amounts due from the Buyer for the purchased Goods, provided that the payment term for a given Good exceeds 14 (fourteen) days. The acceleration of the maturity of such remaining amounts becomes effective upon the Seller’s declaration, and such amounts become due within 4 (four) days from the date the Buyer receives the shipment or from the date of the first notice of attempted delivery of the postal shipment sent to the Buyer (if not collected earlier). If the declaration is sent by email, the amounts become due within 4 (four) days from the date the Seller sends the email containing the declaration to the Buyer.

7.5. In the event of payment delays, the Buyer may, in exceptional circumstances, request to conclude a settlement agreement with the Seller or to change the payment deadline. A condition for concluding such a settlement or amending the payment date is the immediate presentation by the Buyer of payment security for the price. However, submitting such a request does not suspend the obligation to pay the price.

7.6. The Buyer is not entitled to set off any of their claims against the Seller with the Seller’s claims for the price of the sold Goods. However, this provision does not apply in cases where the Buyer obtains a final and binding court judgment against the Seller.

8. Final Provisions

8.1. The Buyer is not entitled to assign any claims against the Seller arising from sales agreements for the Goods, including claims related to non-performance or improper performance of such agreements, or claims under the statutory warranty for physical defects of the Goods.

8.2. If any provision of these General Terms and Conditions is found to be invalid, unlawful, or unenforceable to any extent, this shall not affect the validity, legality, or enforceability of the remaining provisions. Should such an invalid, unlawful, or unenforceable provision affect the overall nature of the Agreement between the Parties, the Parties shall make every effort to promptly and in good faith negotiate a valid and lawful substitute provision which will have substantially the same economic effect and provide the Parties with benefits that are, to a material extent, comparable to those of the original provision, on terms that are not materially more burdensome to the Parties.

8.3. The Parties are obliged to promptly inform each other in writing or via email of any changes to their addresses or email addresses, no later than within fourteen (14) days from the date of such change.

8.4. Any statement sent by registered mail to the address provided by the respective Party, or to the address indicated in the notice referred to in Clause 8.3 above, shall be deemed effectively delivered no later than fourteen (14) days from the date of dispatch, regardless of whether the Party to whom the statement is addressed has collected the registered letter or provided a new email address, unless otherwise stipulated in these Terms and Conditions.

8.5. The court having jurisdiction over disputes arising from sales contracts for Goods, as well as claims related to non-performance or improper performance of such contracts, and claims based on the warranty for defects in the Goods, shall be the court competent for the Seller’s registered office.

8.6. In matters not regulated by these General Terms and Conditions, the provisions of the generally applicable Polish law shall apply.