General Terms and Conditions of Sales
These General Terms and Conditions of Sale (the Terms and Conditions) apply to the sale of goods (the Product) offered by POL-NIL Sp. z o. o. with its registered office in Warsaw (the Seller).
The sale of the Product is carried out based on an order placed by any legal entity (the Buyer) with the Seller. The order must contain all the necessary elements regarding the Product, including clearly defined quality requirements and the quantity expressed in the units of measurement and weight customary for the given Product. In case of Products with non-standard requirements, the Buyer will attach a quality specification that the Product should meet.
Acceptance of orders is based on and subject to the express condition that the Buyer agrees to all provisions of the Terms and Conditions contained herein. The Terms and Conditions, together with the terms on the written order confirmation (Order Confirmation) issued by Seller (whether in hard copy or in electronic format) represent the complete agreement (the Agreement) between Seller and Buyer (the Parties), and no terms or conditions in any way adding , modifying or otherwise changing the provisions stated herein shall be binding upon Seller unless made in writing, signed and approved by an authorized representative of the Seller.
The Seller reserves the right to refuse the order under the following circumstances:
a. the order is inconsistent with the offer
b. the order was placed after the offer expiry time
c. the order does not meet the requirements set out in the Terms and Conditions
d. the Buyer fails to settle its obligations towards the Seller within the agreed period
e. the reasons of force majeure occured
The Agreement is considered as concluded from the moment of sending the Order Confirmation to the Buyer, which specifies: the subject of the contract, quantity, price, currency in which the transaction will be settled, terms, estimated delivery date and payment conditions. The Seller reserves the right to postpone the delivery date and change the conditions of sale in situation where the execution of the previously confirmed order is impossible due to the reasons beyond the Seller’s control. In addition, the Seller has the right to suspend the delivery of the Product if the Buyer falls behind with payments to the Seller.
The transaction is settled based on an invoice issued on the day of sale. In the case of prepayments based on a proforma invoice, the final settlement takes place on the day of sale, while maintaining the agreed net price of the goods.
The terms of payment for the delivered Product are agreed by the Parties before concluding the Agreement. The Buyer has no right to deduct any amount from the invoice, even if the complaint was made. The delay in payments may result in charging the Buyer with statutory interest for delays in commercial transactions in the amount resulting from the Polish law. The overdue payments may suspend the delivery of the Product by the Seller.
The detailed delivery instructions, if not specified in the order, should be given by the Buyer at least one week before a delivery date declared on the Order Confirmation. Otherwise, the Seller is entitled to ship the Product to the address of the Buyer as well as to charge the Buyer with any additional costs that may occur due to the lack of inadequate delivery details.
The deliveries of Products are carried out in accordance with the INCOTERMS 2020 rules, the ISO 9001: 2015 standard, based on the procedures of the Quality Management System in force in the Seller's company and Regulation No. 1907/2006 of the European Parliament and of the Council (EC) on REACH.
In case of direct deliveries, the Buyer is obliged to acknowledge receipt of the goods to the Seller on the next day after the delivery at the latest. The payment deadline agreed between the parties runs from the date of delivery.
The Products are delivered in the original manufacturer's/supplier's packaging. The Seller does not perform any activities related to unpacking, packing or repackaging Products that could affect their quality.
The Parties are obliged to ensure carriage of the Product being the subject of the Agreement by appropriate means of transport guaranteeing the preservation of the quality of the Product. The failure in meeting the transport conditions by the party in charge of transport will result in refusal to load the goods on the vehicle, and all costs arising in this respect will be charged to the party organizing the transport.
The unloading of deliveries carried out by Seller’s means of transport is the responsibility of the Buyer.
The Buyer is obliged to immediately check the received delivery in terms of its compliance with the concluded Agreement. In case of any deficiencies in the delivery or defects of the Product, the Buyer shall immediately notify the Seller and prepare appropriate documentation for the discrepancies found.
The Buyer is obliged to submit a complaint in writing, providing a detailed description of shortages and/or non-conformances within the following deadlines:
a. quantity complaint - 20 days from the date of receipt of the Product by the Buyer
b. quality complaint - 30 days from the date of receipt of the Product by the Buyer
In case of circumstances caused by force majeure, it is permissible to suspend the performance of all or part of the obligations undertaken by the Seller in connection with the concluded Agreement. The occurrence of force majeure shall be deemed to be the occurrence of an external event which effects of extraordinary size or scope could not have been foreseen or prevented , in particular:
a. natural disasters, e.g. flood, earthquake, hurricane, fire, explosion. other natural disasters, pandemics, epidemics, etc.
b. military conflicts, violent riots, acts of terrorism and acts of public authority to which one must comply
c. labor conflicts, general strikes, blockades of workplaces, destruction of machinery and equipment used in production and transport
d. interventions of state and local government authorities, e.g. withdrawal of concessions, allocations, permits
e. transport and supply difficulties resulting from unpredictable natural phenomena, road blockades, communication routes, border crossings
The Seller shall immediately notify the Buyer of the occurrence of force majeure. If the force majeure circumstances last for a period of 90 days, the Seller will be released from its obligations in connection with the concluded Agreement.
This contract shall be governed by and construed in all respects in accordance with the laws of the Republic of Poland and the Parties hereby submit to the jurisdiction of the Polish court.
For Commercial terms and abbreviations used in Order Confirmation the meaning of such term contained in incoterms rules as revised from time to time shall apply.
Any deviations from the provisions of the Terms and Conditions are governed by separate agreements concluded before the execution of the order.