§1. General provisions

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1. These General Terms and Conditions of Sale ("GTS") shall apply to all commercial relations in which Carboline Polska Sp. z o. o. acts as the Seller ("Seller"), and apply to sales contracts concluded by the Seller with other entities ("Buyer", "Contractor").
2. The Contractor is required to read these terms and conditions whenever he places an order or concludes a contract, as they constitute an integral part of the sales contracts concluded with the Seller.
3. Conclusion of the contract by the Buyer without reservations means that the Buyer has read these GTS and agrees to their inclusion in the content of the contract, and moreover, that they have been agreed with the Buyer and apply wherever the parties have not expressly agreed otherwise in writing, the Buyer is burdened with the burden of proving that there was a different written agreement of the Parties.
4. These GTS are widely available at the price lists and information materials and on the Seller's website, so the parties agree that they were delivered to the Buyer no later than at the conclusion of the contract. If the Buyer remains in regular business contacts with the Seller, the GTS valid as of the date of conclusion of the contract shall always apply.

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§2. Conclusion and validity of contracts

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1. Each order placement is tantamount to concluding a sales contract and consent to apply these GTS to it, if the Seller confirms the order in a manner adopted by the parties in accordance with the regulations contained below.
2. The order should be submitted in writing / electronic form and specify the exact name, address and tax identification number of the Buyer, assortment, quantity of the ordered goods, place of delivery, date of receipt from the Seller and be stamped with a company stamp or on letterhead or on a letterhead of orders and signed by a person authorized to place orders on behalf of the Buyer. It is also possible to place orders via the purchasing platform http://przejsciapozarowe.pl.
3. The Seller may accept (confirm) the order in whole or in part. In the order confirmation, the Seller specifies the quantity and type of goods being sold, their price, as well as the date and method of payment for the goods. The date of delivery and the date of payment are considered reserved for the benefit of the Seller.
4. The Buyer is obliged to collect the goods on the date agreed by the Parties.
5. Offers, advertisements and price lists are non-binding, unless otherwise stated in a given offer or price list.
6. The Buyer is not entitled to withdraw from the placed Order after the Seller confirms the order acceptance in whole or in part.
7. Any amounts paid by the Buyer for the order constitute an advance payment, however, it has the effect that if the Buyer withdraws from the order for any reason, the Seller has the right to keep the advance and cover the costs incurred by the Seller in connection with the acceptance of the payment. and order fulfillment. If any part of the advance paid by the Buyer remains in such a situation, the remaining amount of the advance payment may be returned to the Buyer upon his written request.
8. Value added tax (VAT) is added to the price included in the price list, offer or order confirmation, in the amount consistent with applicable regulations.
9. In the event that the Seller's sub-suppliers increase the prices of products, the Buyer hereby agrees to the appropriate increase of the price specified in the contract, price list, offer or order confirmation.
10. In the event that the price is not specified in Polish zlotys, and between the date of conclusion of the contract and the date of performance of the contract, there will be a change in the currency rate, the Seller has the right to change the price according to the change in the foreign currency rate specified in Table A of the average rates of foreign currencies announced by National Bank of Poland.

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§3. Payment

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1. The date of payment (date of payment) is the date on which the funds are credited to the Seller's account.
2. In the event of the Buyer's delay in payment for any invoice or payment for the goods, the Seller shall, at his choice, have the following rights:
a. may demand payment of interest on the terms specified in the Act on payment deadlines in commercial transactions or other currently applicable regulations;
b. has the right to set off any payment made by the Buyer for any invoice, first of all against the interest for the delay, and then against the receivables which are most recently due. This provision waives the debtor's right to credit the payment towards the amounts he has chosen towards the Seller (under Article 451 §1 of the Civil Code), to which the Buyer hereby agrees;
c. has the right to claim, in addition to the principal amount and interest for delay, also the amount of EUR 40.00 resulting from the Act of March 8, 2013 on payment deadlines in commercial transactions, reimbursement of court and enforcement costs, legal representation and recovery of costs related to debt recovery receivables, including costs of insurance of receivables;
d. may request the Buyer to return the goods for which the Buyer has not paid and the goods have already been delivered to the Buyer. Compensation may also occur if the goods have been used up or damaged, especially when the value of the goods collected from the Buyer's warehouse is lower than the amount of the payment that the Buyer should pay for the goods received;
e. may refuse to release another batch of goods;
f. has the right to demand immediate payment of all obligations of the Buyer towards the Seller and demand payment of all existing obligations at one time, regardless of the payment terms specified in the invoice or otherwise agreed, to which the Buyer hereby agrees;
g. has the right to cancel any discounts and rebates granted for future orders
3. The parties hereby exclude the possibility for the Buyer to make any deductions from the payment due to the Seller. This does not preclude the Seller from unilaterally deducting its own receivables from the Buyer's receivables.
4. The parties hereby exclude the possibility of assigning any claims of the Buyer towards the Seller, unless the Seller agrees to it in writing.
5. The Seller shall be entitled to the ownership of the goods purchased by the Buyer, until full payment for the goods and the amounts due for the goods, such as costs of transport, insurance, packaging (reservation of ownership of the sold goods). Until the price for the purchase of goods from the Seller is settled and the remaining costs under the contract are covered, the Buyer may not perform any activities that would result in the sale or encumbrance of the purchased goods, with respect to which the retention of title remains in force.
6. Payment to the hands of the Seller's representative may be made only on the basis of a written power of attorney granted by the Seller to accept the payment by this representative.
7. An account for a cash payment requires a separate arrangement. In the event of such an arrangement, the account is calculated from the net price after deducting the rebate and other discounts and the costs of transport, insurance and packaging incurred by the Seller. A prerequisite for granting an account is that there are no arrears in the payment of previous receivables in the Buyer's settlement.
8. The submission of a bill of exchange or a check by the Buyer shall not constitute payment, unless the parties have agreed otherwise in writing.
9. In the event of payment difficulties with the Buyer, in particular in the event of a delay in payment, the Seller is entitled to refrain from performing the contract and make its further performance dependent on the payment of the price before delivery, or request the establishment of additional security that guarantees the satisfaction of existing obligations. the Buyer's payment to the Seller. In addition, all existing obligations with respect to which the Seller has granted the Buyer consent to delay their payment become due. The Buyer agrees to the above.
10. In the event of overdue payments, failure to pay interest for late payments, or exceeding the credit limits by the Buyer, the execution of subsequent orders is suspended until appropriate payments are made.
11. The Buyer waives unconditionally and irrevocably the right of retention resulting from previous or other current contractual relationships on the basis of which the goods have already been delivered to the Buyer by the Seller.
12. Filing a complaint does not entitle the Buyer to withhold payment for the goods or for part of them.

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§ 4. Delivery terms

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1. The place of the Seller's performance is the place where the goods are unloaded. This does not apply to those cases when the goods are not transported by means of transport provided by the Seller - then the place of performance is the place where the goods are released. These rules also apply to the moment of performance.
2. If it is agreed that the transport is performed by the Seller, the Seller is obliged to deliver the goods to the agreed place without unloading it and
provided that the access road is suitable for heavy transport.
3. As soon as the item is released by the Seller, the benefits and burdens related to the item and the risk of its accidental loss or damage shall be transferred to the Buyer.
4. The agreed delivery dates are binding for the Seller only if the Seller confirms the delivery date in writing.
5. The Buyer is obliged to immediately and professionally unload the goods, not later than within 2 hours of the goods reaching the destination. The buyer bears the costs of unloading. In the event that the Buyer has not unloaded within the specified time of 2 hours, the Buyer also bears the costs of downtime of the vehicle with the driver.
6. The Buyer has the right to indicate another, additional place for unloading the vehicle with the goods. If the delivery of the goods to an additional unloading site results in an extension of the transport route or a significant increase in transport costs, then the resulting additional transport costs shall be borne by the Buyer.
7. In any case, the Buyer is obliged to pay the costs related to waiting for the unloading of the goods and all other costs and is liable to the Seller for damages resulting from such delay.
8. Freight details are not binding. Prices are based on freight and shipping costs in effect on the date of the offer. Subsequent changes are charged to the Buyer's benefit or expense, respectively.
9. The Buyer also bears the costs of packaging the goods for transport, charges for packaging and pallets used to transport the purchased goods, as well as costs caused by the need to secure the transport or protect materials.
10. Costs and losses resulting from unjustified refusal to accept the goods, including additional costs and transport risks, shall be borne by the Buyer.
11. The return of the goods is possible only in the event of confirmation of the conditions of acceptance of the goods by the Seller.
12. In the event of a change of the place or date of delivery by the Buyer after confirming the order, the Buyer shall cover all costs resulting therefrom.
13. The Buyer is obliged to carefully inspect the completeness of the shipment immediately upon receipt and to determine any shortages or damage to the goods caused during transport.
14. The Seller hereby authorizes the Buyer, and the Buyer undertakes to complete all formalities related to the complaint procedure related to the transport of the goods. The buyer is obliged to request the carrier to make a note of the damage on the bill of lading or to request that a damage report be drawn up upon receipt, under pain of losing any claims for damages.
15. Extraordinary, external, unforeseeable and impossible to prevent events on the date of conclusion of the contract, including in particular acts of war, fire, epidemics, strikes, blockades, boycotts, lockouts or any other similar circumstances that are beyond the control of the Party (force majeure), release the Seller from the obligation to comply with the agreed terms of performance of the sales contract for the period of their duration.
16. Force majeure is also understood as disputes between employers and employees, including between the Seller's employees and the Seller, strikes, disturbances in the supplier's plant operation not attributable to the Seller, communication disruptions, or acts of state authority impeding the performance of the concluded Agreement.

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§ 5 Packaging

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1. The Seller shall make every effort to ensure that the goods to be delivered to the Buyer are properly packed.
2. The Seller shall not be liable for damages resulting from the properties of the material usually used for packaging the goods of a given type.
3. In the event that the goods should be delivered on pallets, the Seller will use single and reusable non-returnable pallets.

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§ 6 Warranty and guarantee and complaint procedure

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1. The Buyer declares that he is not a consumer within the meaning of Art. 22 (1) of the Civil Code.
2. Pursuant to these GTS, the provisions of the Civil Code on the warranty for defects in the goods do not apply to the concluded contract, however, the Seller may, at its own discretion, consider the Buyer's complaint, if it considers it justified and if the following conditions are met:
a. The complaint will be reported immediately and in writing;
b. If the complaint concerns the quantity of the goods resulting from improper packaging, the complaint should be submitted no later than the day following unloading, and if it concerns damage incurred in transport - it should be reported on the day of unloading, and it is necessary to note that the goods are in improper condition at the time of unloading. unloading on the consignment note and confirmation by the carrier's representative;
c. If the complaint concerns the quality of the goods, it must be submitted within one week from the date the defect was discovered;
d. If the complaint is considered justified, the goods may be replaced with a new one, free from defects, or a discount may be applied. The settlement of the complaint in the above-described manner excludes the possibility of demanding further compensation.
e. Until the complaint is finally considered, the Buyer is obliged to store the goods subject to the complaint with due diligence so that it does not become damaged.
or the occurrence of deficiencies as well as the loss of properties that the goods possess.
f. The Seller is not responsible for improper storage of the goods, damage caused in the unloading due to the fault of the Buyer or a third party.
g. The condition for considering the complaint is also the possession by the Buyer of photographic documentation showing the type and size of the defect giving the basis for the complaint and providing this documentation to the Seller.

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§ 7 Final provisions

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1.All deliveries made by the Seller to the Buyer to the address shown in the order or in other correspondence addressed by the Buyer to the Seller, will be effective and in the event of failure to collect the parcel, the effective date will be the date on which the parcel was not delivered or the date of expiry of the second notice .
2. In matters not covered by these GTS, the provisions of the Civil Code shall apply.
3. The Seller and the Buyer will strive for an amicable settlement of any disputes arising in connection with the performance of contracts covered by these terms. In the event of disagreement within one month from the date of notification of the dispute to the other party, the court competent to resolve the dispute will be the court competent for the seat of the Seller.