General Terms and Conditions of Sale and Delivery of NOVA TRADING S.A. for third countries with no free trade agreement with the EU

General Terms and Conditions of Sale and Delivery of NOVA TRADING S.A. for third countries with no free trade agreement with the EU

§1. General provisions

1. This document sets forth the terms and conditions of sale and delivery of products and services offered by NOVA TRADING S.A. for entities from outside the territory of the Republic of Poland.
2. Definitions used in the General Terms and Conditions of Sale and Delivery of NOVA TRADING S.A.:

GTCSD – General Terms and Conditions of Sale and Delivery NOVA TRADING S.A.

NT – NOVA TRADING S.A. with the registered office in Toruń

Buyer / Client – every legal person, natural person, and organizational unit without legal capacity which placed a sales enquiry or an order for products and services on offer from NT.

Sales enquiry – every type of statement by which the Client intends to obtain information if and under what terms and conditions a service or delivery (sale) of product and services can be effected.

Quotation – any information specifying the terms and conditions of a future order, but not considered as an offer in the meaning of the regulations of Civil Code of the Republic of Poland, i.e. requiring final review and acceptance of all the terms and conditions by NT (with regard to specific quantities, deadlines, and other requirements).

Order/ contract – a written statement issued by Buyer to NOVA TRADING S.A. containing the necessary elements of a sales contract, most notably the type of product, quantity and its price.

Special product – an item requiring a special production process (e.g. unusual dimensions, special treatment) or commercial transactions (e.g. purchase of material by NT) as specified in a Client’s individual requirements.

1. The GTCSD constitute an integral part of a contract. Unless made in writing, any deviations from or amendments to the GTCSD are null and void.
2. Unless otherwise agreed in writing, the deviations or amendments referred to under §1 item 3 apply to a given commercial transaction on a one-time basis only.

§2. Quotations and orders.

2.1. Subject of quotations and orders.

1. A sales contract is executed after an order placed by a Client with NT has been reviewed and accepted.
2. To the extent that the order / contract specifies no quality requirements for a product or service, it is deemed that the products and tolerances are to comply with a relevant EN standard.
3. Upon accepting an order/ executing a contract, NT undertakes to deliver products or services according to Buyer’s order. NT is not liable for suitability of the product ordered for the application intended by Buyer or his contractors.
4. Due to the nature of the products on offer, in completing any order NT reserves the right to a quantity accuracy margin of +/- 10% of the accepted order.
5. Unless the order / contract specifies otherwise, product is prepared according to internal NT standards or according to a manufacturer’s technological standard.
6. Unless it is agreed otherwise, the delivery date shall be any working day of the week of the specified number.
7. For the avoidance of doubt, any announcements, advertisements, price lists, standards, samples and other information for the public or individuals shall not be understood as an offer but as an invitation to a contract.

2.2. Prices and payment terms.

1. Unless explicitly stated otherwise, the prices of products quoted by NT in the quotation are exclusive of VAT.
2. The costs and method of delivery of products and additional services to Buyer shall be agreed individually upon order acceptance. If no arrangements are made in this respect, it is assumed that products are collected at the registered office of NT or at an appropriate NT branch.
3. If as a result of a mutual written agreement concerning amendments to an accepted order the order subject matter and/or quantity or any other terms and conditions thereof are changed, NT reserves the right to change the price of the subject matter of the contract concerned.
4. The value of the products sold is determined based on the price used in the quotation or order / contract and the product quantity given in a measurement unit constituting the basis of settlement.

2.3. Certificates and other documents.

1. If it is so agreed in the order / contract, NT shall produce certificates and other documents agreed in writing.
2. Unless otherwise decided in the order / contract, the agreed documents shall be posted or sent via email after delivery.
3. Unless the parties agree otherwise, NT charges a fee for issuing the certificates.

§3. Order execution.

1. Unless agreed otherwise, Buyer shall collect the ordered articles immediately after being notified of their readiness for collection. In the event of any delay in collection, storage costs may be charge to Buyer, without prejudice to any other rights to which NT is entitled. The storage may be assigned to an external provider (third party) at Buyer’s cost and risk.
2. The following rules apply to any delivery transport arranged by NT:
   1. Buyer guarantees that the access roads to the unloading site are suitable for a wheeled vehicle (driving in and out) of the permissible maximum mass of 42 t, length 17 m and height 4 m; Buyer shall notify NT of any difficulties or deviations in this respect in writing upon order placement accepting at the same time any delay in delivery resulting therefrom. If the difficulties or deviations are significant and actually prevent the transfer of goods or make it considerably difficult, Buyer bears the risk and cost of any modification/conversion in this respect.
   2. If any customs clearance is required for a delivery, any such delivery is deemed completed as scheduled if the ordered articles are notified to the customs office concerned on a date agreed earlier – see item 2.1.6. NT shall not be liable for any delays resulting from the operations of state authorities.
   3. Any delivery completed within 3 working days of the confirmed deadline is deemed completed as scheduled.
   4. Buyer shall provide all the facilities and means necessary for immediate unloading of the vehicle; Buyer may charged by NT with the costs of any unreasonable demurrage.
   5. Buyer is responsible for unloading; NT shall not be liable for any damages caused during unloading.
3. If no specific arrangements are made in the order, NT has the right to choose the carrier.
4. NT shall make every effort to provide appropriate products packaging. Standard packaging materials are non-returnable and are free extra charges, except for pallets. NT may charge a deposit for any returnable pallets in an amount agreed with Buyer.
5. The requirements with respect to any non-standard packaging, security measures or marking and any costs related thereto shall be agreed in writing only or shall be null and void and any arrangements in this respect must be made upon order acceptance at the latest.
6. NT shall not liable for any delays in order execution and the order completion deadline shall be extended by the duration of any obstacles occurring as a result of any circumstance beyond the control of the parties, most notably late delivery of materials by NT suppliers, Force Majeure, unforeseeable interference in the NT operations, etc. NT can deliver and invoice separately any partially completed order.

§4. Complaints and return of products.

1. Buyer shall check the quantity and quality of products immediately after receiving them.
2. In order for any complaint to be dealt with it is necessary to provide an unequivocal product traceability confirming its origin from NT, a detailed fault/defect description, evidence supporting the fault/defect occurrence, including any necessary specialist examinations and photographs of the products concerned.
3. If any quantitative or qualitative non-compliance of products is discovered upon delivery receipt, Buyer shall record this fact on a copy of the delivery note made for NT and notify NT in writing of the non-compliance found immediately, but not later than within 5 working days of the delivery date.
4. If any latent defects are found in products, Buyer shall promptly make a relevant complaint in writing, however, not later than 5 working days of the defect discovery. Any hidden defects can be notified up to 1 year of the material manufacturing date.
5. Until a written complaint report is produced by NT, the products covered by the Buyer’s compliant should be:
   1. available for NT for inspection and tests,
   2. protected against further processing/treatment or loss of value.
6. For any products covered by a complaint to be returned it is necessary to obtain a prior written approval from NT and complete a return form. The products returned need to be traceable in order to be accepted. The products returned should be protected against further loss of value.
7. Any quantitative and/or qualitative complaint with regard to some or all products does not give Buyer the right to withhold payment for any deliveries made or services rendered.
8. The monitoring and measuring instruments used by NT are checked against relevant standards and verified if necessary. Scales of class III are used under the Regulation of Minister of Economy of 31 January 2008 on requirements for non-automatic scales and detailed range of tests performed during legal metrological verification of these measuring instruments (Journal of Laws of 18 February 2008).

§5. Payments and other settlements.

1. Invoices made out by NT are payable on the due date indicated on a given invoice. The payment date shall be the date on which the amount paid is credited to an account of NT.
2. If Buyer is late with any payment or takes any other action to the detriment of NT, NT reserves the right to withhold deliveries or services until the obstacle concerned is eliminated.
3. If Buyer fails to collect any products ordered or is in default on any other contractual provision, NT has the right to charge a contractual penalty in the amount equal to the order value.
4. In case of an order for special products, NT may require a Buyer’s written confirmation of the terms and conditions of the order as well as a Buyer’s declaration that the products will be collected on the agreed date. If the products are not collected on the agreed date, Buyer may be charged not only with the contractual penalty set forth under §5 item 3, but also with any storage costs resulting therefrom.
5. The above provisions are without prejudice to the right of NT to claim damages under general rules exceeding the contractual penalties.
6. NT reserves the right to transfer any receivables it is entitled to from a client, in particular to transfer any receivables to the underwriter insuring a given transaction. Any provisions of the general terms and conditions of the client which exclude or limit this right are ineffective.

§6. Other provisions. 

1. The legal relations with Buyer shall be governed by Polish law only. All and any disputes arising out of contract/order execution shall be settled by a court competent for the registered office of NT.
2. No rights under any contract with NT shall be assigned to a third party without a written approval from NT.
3. NT retains the title to any articles sold until the price has been paid in full.
4. If any individual provisions of the GTCSD are found legally ineffective or invalid, the other provisions and any orders executed under the provisions shall be legally effective and binding. The parties shall make efforts to agree on an effective provision replacing the ineffective or invalid one which will be closest to its original meaning and intentions.
5. Upon contract execution, Buyer accepts the GTCSD and agrees to having his personal data processed by NT for the purpose of order performance and for marketing purposes related to his activities.
6. Buyer is entitled to all the rights under the regulations of Personal Data Protection Act of 29 August 1997 (Journal of Laws of 2002, No. 101, item 926, as amended), most notably to the right of access to his own personal data.

This version is valid from 02.09.2013 and supersedes the version of 20.09.2011.