I. GENERAL TERMS AND CONDITIONS
- The purpose of these General Terms and Conditions of Sale is to determine the conditions on which Salzgitter Mannesmann Stahlhandel Sp. z o.o., hereinafter referred to as "Salzgitter" or the "Seller", sells its products (metallurgical products) specified each time in the detailed terms of orders or contracts to the Buyer.
- For the purposes hereof, the following terms shall have the following meaning:
- GTCS – these General Terms and Conditions of Sale
- Buyer – a natural person, legal person or a unit without legal personality that acquires products from Salzgitter for purposes related to running a business activity.
- GTCS are binding on the parties of each sale contract where Salzgitter is the Seller unless the parties agree otherwise. The commercial terms proposed by the Buyer can be binding only when they are approved by Salzgitter in writing.
- Salzgitter is a distributor of the products it sells – it is not their manufacturer.
II. ORDER / GOODS
- In order to conclude a sale contract with Salzgitter, the Buyer places an order on the terms specified below. Orders shall be placed in writing – they can be sent to Salzgitter in an electronic form or by fax.
- All changes in orders must be made in writing or in an electronic form (fax, e-mail) or else they shall be null and void.
- An order shall be valid only if it contains at least the following information:
a. the subject of the order or its description and all information specified in Salzgitter's offer,
b. the quantity of the goods or services and their price,
c. full details of the Buyer (depending on its legal status)
d. full name of the person responsible for placing orders, their telephone number, fax number and e-mail address. In case of any doubts, it is agreed that the person specified for contact is authorized by the Buyer to submit all declarations regarding the order.
e. full details necessary for issuing a VAT invoice and the delivery address for the goods if it is different than the invoicing address,
f. payment method and goods acceptance method,
g. order drafting date,
h. stamp and legible signature of the Buyer or a person acting on its behalf.
- The fact that Salzgitter receives an order does not automatically mean it has been accepted for execution.
- An order shall be valid after Salzgitter confirms it in writing or in an electronic form (fax, e-mail). A contract is concluded after the Buyer receives a written or electronic confirmation of acceptance of the order by Salzgitter. Salzgitter has the right to refuse to accept an offer or accept it on the terms specified in Art. 68(1) of the Civil Code. The expected lead time is always determined by Salzgitter in order confirmation.
- All technical information about the steel grade, conversion factors, sizes and quality from catalogues, brochures and other advertising materials is informational data only and is binding only to the extent accepted by both parties to the given sale contract.
- The Buyer is obliged to know the technical parameters of the ordered goods and Salzgitter must present to the Buyer the required attestations if the provisions of the sale contract stipulate so. Salzgitter collects a fee for the service of issue of attestations.
III. PRICES / INVOICING / TERMS AND FORM OF SETTLEMENT
- The Buyer shall pay Salzgitter the price specified in the offer.
- The agreed prices are net prices and value added tax (VAT) must be added to them at the rate effective on the issue date of the relevant invoice.
- If the rate of value added tax (VAT) changes, the price of the sale contract will be updated automatically upon entry into force of the relevant provisions of law by increasing the net sale price by the new tax rate. No additional written arrangements between the parties are necessary for such a change in the price to become valid.
- The Buyer authorizes Salzgitter to issue VAT invoices without signatures.
- Invoices are issued separately for each delivery note.
- The Buyer shall pay Salzgitter the price by the due date specified in the VAT invoice.
- The payment date is the date on which Salzgitter's account is credited with the relevant funds.
- In default of the due payment date under the contract, Salzgitter can charge statutory interest for late payment.
- If after conclusion of the contract it turns out that payment of the price by the Buyer is at risk due to the Buyer’s incapability to satisfy its liabilities, Salzgitter shall have the rights under Art. 458 of the Civil Code. In such a situation, Salzgitter can demand that the Buyer immediately repay all its liabilities for the price of the ordered Goods, including liabilities that have not matured yet.
- If the Buyer is in delay in payment of the price for the delivered part of the ordered Goods, Salzgitter can refrain from delivering further batches of the Goods and set the Buyer a time limit to securing the payment and it can withdraw from the contract should the time limit expire without effect.
IV. RESERVATION OF OWNERSHIP TITLE
- Salzgitter retains the ownership title to the Goods being the subject of the Buyer's order until the Buyer pays the full price.
- Until the Buyer pays the full price, it cannot either encumber or dispose of the subject of the order in any manner (this also applies to any transfers of title to secure loan repayment).
- If the Buyer breaches the contract, including but not limited to delay in payment, Salzgitter can collect the subject of the order from the Buyer, at the Buyer’s expense, subject to having first requested return or payment from the Buyer.
V. DELIVERY / RECEIPT
- The terms of delivery are always specified in the offer and its later confirmation.
- The time limit for delivery shell be deemed met when the subject of the order has left Salzgitter's warehouse prior to its expiry or if the Buyer is notified of readiness for shipment or collection of the goods from Salzgitter's warehouse.
- All risks are transferred onto the Buyer upon release of the subject of the order to the Buyer.
- Exceeding the time limit for delivery cannot result in cancellation of ordered deliveries.
- If the shipment is in delay due to circumstances beyond control of Salzgitter, all risks shall be transferred onto the Buyer as of the day of readiness for shipment.
- The Buyer undertakes to cooperate with Salzgitter in the scope necessary for performance of the contract.
Unless the terms of the offer and its later confirmation specify otherwise:
- The parties agree that under the contract, in compliance with Art. 558(1) of the Civil Code, they limit the implied warranty under the Civil Code in the manner arising from this Clause of GTCS.
- Within one year from release of the Goods to the Buyer, Salzgitter will be liable to the Buyer under implied warranty under the Civil Code, but only in the situation where the Goods have a defect reducing its usability and the defect was in the Goods already upon release to the Buyer by Salzgitter (defect of the Goods). Salzgitter accepts no liability towards the Buyer for any other defects or defects that occurred in the Goods after the risk was transferred onto the Buyer, i.e. occurring after the day the Goods are released to the Buyer. Salzgitter's liability under implied warranty for any defect of the Goods expires when the Goods are processed by the Buyer or third parties.
- Upon release of the Goods by Salzgitter, the Buyer must immediately inspect the delivered Goods. If physical defects are found, the Buyer must immediately notify Salzgitter of them in writing.
- The immediate notification of Salzgitter by the Buyer of said defects shall mean notification within 3 days from the day the Buyer detects the defect or should have detected had it acted with due diligence.
- The Buyer is obliged to notify Salzgitter of any quantitative or qualitative defects of the Goods visible upon delivery after acceptance of the Goods from Salzgitter. If existence of quantitative or qualitative defects of the Goods visible upon release of the Goods to the Buyer is not reported in the delivery note, it shall be equivalent to the Buyer stating there are not quantitative or visible qualitative defects in the Goods upon delivery.
- If the Buyer fails to notify Salzgitter of the defects within the time limits specified in Clause 7(3) or (5) of the Contract, the Buyer shall lose its rights under implied warranty regarding the defects not reported on time.
- For its validity, a complaint submitted by the Buyer must include at least the name and contact details of the Buyer, date of the sale contract, detailed description of the reported defect of the Goods, all circumstances justifying the complaint, copy of the invoice confirming the purchase and the time of detection of the defect.
- Complaints submitted by the Buyer contrary to Clause 6(7) of GTCS shall be deemed invalid and, thus, null and void.
- If the Buyer notifies Salzgitter of existence of defects in the Goods in accordance with the terms specified in Clause 6(7) of GTCS, the parties shall agree on a date for inspection of the Goods the complaint regards in order to verify the existence, scope and subject of the defects, which shall be documented in a protocol. The Buyer must always make the Goods complained against available to Salzgitter or allow Salzgitter to inspect them.
- The fact and scope of defects found in the delivered goods must be confirmed with a protocol signed by both parties to the contract.
- A complaint submitted by the Buyer must be in writing and must be delivered to Salzgitter within the time limit arising from Clause 6 of GTCS by registered mail against confirmation of receipt or else it shall be null and void.
- If it is documented in the protocol that the defects occurred for reasons attributable to Salzgitter, the Buyer will have the right to demand replacement of the defective parts with parts of Goods free from defects within the time limit agreed by the parties. If Salzgitter fails to remove the defects within the time limit agreed by the parties or if the defects cannot be removed, the Buyer will have the right to demand that Salzgitter reduce the price proportionately.
- Salzgitter shall handle complaints within 14 days from the time the parties confirmed the existence of defects in the form of a protocol. The Buyer shall be notified of Salzgitter's decision regarding legitimacy of the complaint. The time limit specified in the previous sentence can be extended if Salzgitter cannot remove the defects of the Goods within it for reasons not attributable to it. If Salzgitter grants a complaint, the parties shall determine the method and time limit for enforcement of the Buyer's complaint.
VII. FINAL PROVISIONS
- The General Terms and Conditions of Sale (GTCS) form an integral part of the contract.
- The provisions of these General Terms and Conditions of Sale shall also apply to the contract if it is concluded by way of negotiations unless the parties agreed otherwise during such negotiations.
- Specific terms of order prevail over these GTCS.
- The catalogue of products and services offered by Salzgitter and the pricelist are not an offer within the meaning of the Civil Code. They are merely an invitation to carry out negotiations leading to conclusion of a contract.
- The Buyer cannot assign its claims against Salzgitter unless Salzgitter authorises the assignment in writing, otherwise the authorisation being null and void.
- Any disputes arising from contracts concluded under GTCS shall be heard by the common court of proper venue serving the address of Salzgitter's registered office.
- The content of GTCS can be found on http://www.salzgitter-mannesmann.pl/.
General terms of sale (download)
Link to the Supplier Code of the Salzgitter Group