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GENERAL CONDITIONS OF SALE

  1. DEFINITIONS
    For the purpose of these General Conditions of Sale, the following terms and expressions shall have the following meanings:
    1. GCS – this document containing general terms and conditions of sale,
    2. Seller – - Pomeranian Timber joint-stock company with its registered office at ul. Krasickiego 1B, 71-333 Szczecin, entered into the court register under KRS number: 0000024122, NIP: 8522258411, REGON: 81192906000000,
    3. Buyer - the legal entity that has concluded or is concluding the Agreement with the Seller
    4. Offer - the Seller's offer, as defined by the Act of 23 April 1964. - Civil Code (Journal of Laws 1964 no 16 item 93), submitted to the Buyer for the sale of Goods,
    5. Order - a document stating the Buyer's demand for products offered by the Seller,
    6. Agreement - sales agreement concluded between the Seller and the Buyer, which is based on the Order with attachment and GCS,
    7. Goods - a movable thing together with its components and appurtenances constituting the subject matter of the Agreement,
    8. Incoterms - means the incoterms rules of the International Chamber of Commerce 2020, as amended, in the version in force on the date of execution of the Agreement,
    9. Party – means the Seller or the Buyer,
    10. Parties – means the Seller and the Buyer together
    11. Telegraphic transfer (wire transfer) – means a form of payment consisting in an order for the unconditional transfer of a specified sum of money to a named person, called the beneficiary, which is issued on the basis of a written customer instruction,
    12. Documents against Payment – means a form of payment whereby a specified amount is collected by a collection agency acting on behalf of a principal in exchange for the delivery of an object of collection to a designated entity,
    13. Letter of Credit – means a form of payment involving an unconditional commitment on the part of the importer's/applicant's bank to make a payment to the beneficiary/seller on presentation of documents proving that credit has been obtained.
    14. Bill of lading to order – - means a bill of lading issued to the order of the shipper or a person indicated by him, in which the entity entitled to receive the goods is indicated.
    15. Express bill of lading – means a document merely confirming the acceptance of cargo for carriage and proving the conditions of the Agreement of carriage under which a given carriage is performed.
  2. GENERAL PROVISIONS
    1. GCS contain framework provisions of the Agreement regulating the issues of conclusion and performance of Agreements, delivery documentation, price payment, release of Goods, withdrawal from the Agreement, complaints and protection of the Buyer's personal data.
    2. All trade and price offers from the seller are without obligation and not binding, even if they specify a validity of the offer.
    3. Submission of an Order by the Buyer is unequivocal to granting consent to all provisions contained in GCS, by which the Buyer also confirms that GCS have been made available to him, he knows their content and consents to their application as an integral part of each agreement for sale, delivery or provision of services.
    4. GCS shall be applied to all Agreements and deliveries, unless it is explicitly reserved by the Seller that GCS do not apply.
    5. GCS shall be binding upon the Parties in the event of conclusion of the Agreement, in matters not regulated in such Agreement.
    6. GCS constitute an integral part of each Agreement and bind both the Seller and the Buyer from the moment of their delivery in writing or making them available in electronic form. The provisions of the general conditions of the Buyer, inconsistent with the provisions of these OWS, are not applicable to Agreements concluded with the Seller, even if the Seller does not expressly object in this matter. The terms and conditions applied by the Buyer shall be valid in relations with the Seller only if the Seller has expressly consented to it in writing under pain of nullity.
    7. In the event of a difference between the provisions of the Agreement and GTS, the provisions provided for in the Agreement shall prevail.
    8. The Seller reserves the right to modify these GCS at any time. The modification shall not apply to Agreement already concluded.
    9. The GCS applicable to the given Agreement are valid at the moment of concluding the given Agreement
    10. The Parties may exclude in the Agreement the validity of GCS in its entirety or as to individual provisions of GCS, as well as amend some provisions of GCS, only in written form or by e-mail, under pain of nullity. The amendments or exclusions to GCS apply exclusively to the given Agreement, in which they have been included.
    11. If the Buyer remains in permanent commercial relations with the Seller, its acceptance of GCS delivered to it in written form made available in electronic form at the time of the first Order or the first Agreement shall be deemed their acceptance for all subsequent transactions.
  3. CONCLUSION AND TERMINATION OF THE AGREEMENT
    1. The parties to the Agreement are only the Buyer and the Seller. /li>
    2. An Order may be placed via the online platform, by e-mail and in written form.
    3. The Agreement is concluded when the Seller confirms acceptance of the Order for execution.
      1. In the case of one-time order or non-wholesale orders, confirmation of the conclusion of the Agreement is made by sending an e-mail containing confirmation of acceptance of the Order by the Seller.
      2. In the case of wholesale orders or deliveries extended in time, confirmation of the conclusion of the Agreement shall only take place upon the signing of the Agreement in written form, containing the signatures of persons authorised to represent the Buyer.
    4. If the Buyer commits a material breach of this Agreement or the GCS and fails to remedy such breach within a reasonable period of time, after receiving written notice of such breach from the Seller, then the Seller shall have the right to terminate the Agreement with immediate effect and without any liability to the Buyer.
    5. The Seller shall have the right to refuse to perform the Order in whole or in part if:
      1. The seller is in doubt about the buyer's assets,
      2. the Buyer's financial situation had deteriorated before such Order has been realized, in particular if a bankruptcy petition of Buyer had been filed.
      3. The Buyer is delay in payment of any amounts due to the Seller on any reason
      4. For technical reasons, production reasons or due to the level of difficulty of performance of the Order, the Seller cannot undertake it,
      5. There will be other, justified circumstances.
  4. AMENDMENT TO THE AGREEMENT
    1. The content of the Agreement may only be amended by mutual consent of the Parties in the form applicable to the conclusion of the Agreement.
    2. Seller may assign the right to receive payments under this Agreement without Buyer's consent
    3. The Buyer may not assign the Agreement or any rights or obligations under this Agreement without the written consent of the other Seller.
  5. AGREEMENT SECURITY
    1. If the Agreement provides for obtaining a bank guarantee, prepayment of an opening Letter of Credit or other security, and the Buyer fails to fulfil the obligation provided for in this subclause within 7 days of confirmation or within any other time limit indicated by the Seller in the Agreement, the Seller has the right to immediately withdraw from the Agreement and demand reimbursement of the costs incurred by the Seller from Buyer and repair the damage incurred caused by the Buyer.
    2. Upon a mutual agreement of the Parties, the 7-day period for obtaining bank guarantee, making a deposit, prepayment, opening a letter of credit or other securities, may be extended. Exceeding the extended period shall entitle the Seller to immediate withdraw from the Agreement.
    3. The Seller shall have the right to withhold delivery of goods until security has been established for him or the required prepayment had been made. If the Buyer refuses to provide a security or fails to pay the prepayment in the amount specified in the Agreement, the Seller has the right to refuse to execute the Order placed by the Buyer.
    4. The Seller has the right to suspend the delivery of Goods or refuse execution of another delivery of Goods if the Buyer fails to fulfill its payment obligations towards the Seller, which does not exclude the possibility of pursuing by the Seller claims on general terms resulting from generally applicable law.
  6. FORCE MAJEURE
    1. The Seller shall not be liable in the event of non-performance of obligations under the Agreement if this was caused by force majeure, i.e. actions independent of the Seller, which could not have been foreseen at the time of concluding the Agreement and which could not have been avoided.
    2. The Seller is obliged to inform the Buyer about the occurrence of force majeure. The parties are obliged to cooperate in order to minimise the effects caused by force majeure.
    3. In the event of force majeure, the performance of the Agreement may be suspended in whole or in part until the cause causing the force majeure ceases to exist
    4. The parties may either resign from the Agreement in question or withdraw from the nonperformed part of the Agreement if the state of force majeure lasts continuously for at least 60 calendar days.
  7. TERMS OF PAYMENT
    1. Payment will be made in a form agreed by the Parties in writing.
    2. The Seller shall enable the Buyer to make payment for the ordered Goods using various payment methods of the Buyer's choice, including, in particular, using:
      1. Telegraphic transfer (T/T),
      2. Documents against Payment (D/P),
      3. Letters of credit (L/C),
    3. If the Agreement does not provide otherwise, the Buyer shall pay a down payment constituting 30% of the price of the Goods before the Seller commences execution of the Order and the remaining 70% of the price of the Goods shall be paid by the Buyer to the Seller before collection of the ready Goods or shipment such Gods to the indicated address.
    4. In the absence of an Agreement on payment, it is deemed that the Parties have agreed that payment of the full price of the Goods shall be made within 14 days from the invoice date, to the Seller's bank account indicated on the invoice
    5. All fees, costs, risks and responsibilities related to the payment method D/P or L/C, including repayment costs shall be borne by the Buyer, in particular the fees specified in attachment No. 1 to GCS.
    6. All fees, costs, risks and liabilities associated with the T/T payment method, including the costs of bank commissions, shall be borne by the Buyer
    7. Unless expressly agreed otherwise, the time for payment shall be up to 30 (thirty) days from the date of the invoice , to the bank account of the Seller indicated on the invoice.
    8. The Parties to the Agreement may agree that the Buyer, through its bank or another bank approved by the Seller, may open an irrevocable and non-transferable Letter of Credit. In such specific case, it is agreed that the Letter of Credit shall be opened in accordance with the uniform custom and practice for documentary credits (UCP 600). If the Buyer has not opened the Letter of Credit within 14 days of the conclusion of the Agreement, or the Letter of Credit does not comply with all the terms and conditions set out in the signed Agreement or the deadlines stipulated therein, and if the Buyer has not entrustedto the bank to amend the Letter of Credit accordingly within 7 (seven) days of receiving notice from the Seller of such non-compliance, the Seller shall be entitled to terminate the Agreement by unilateral declaration of intent and rights to pursue compensation.
    9. If the Buyer fails to pay the amount due within 7 days of receiving notification from the collecting bank that documents enabling the payment have been received, the Seller shall have the right to terminate the Agreement by unilateral declaration of intent and rights to claim compensation.
    10. In the case of delay in payment, the Seller shall be entitled to accrual of statutory interests as well as to accrual the Buyer with the full amount of the costs of debt recovery, including, in particular, the costs of debt collection, summonses and court and official costs, which shall not exclude the Seller's right to pursue any other claims, including, in particular, claims for compensation as provided for under generally applicable laws.
    11. In the event of any circumstances affecting in any way the price of goods, road transport, raw materials, electricity prices, inflation, etc., the Seller shall have the right to demand a price increase. If the Buyer does not accept the new price, the Seller may suspend the execution of the Agreement or withdraw from it, and he takes no responsibility for it, which does not exclude the possibility of demanding from the Buyer a refund of costs incurred by the Seller and the repair by the Buyer of any damage caused to the Seller.
    12. If the Buyer has not made payment within 30 (thirty) calendar days of the indicated due date, the Seller shall be entitled to cancel any subsequent deliveries under the same Agreement and to demand reimbursement from the Buyer for the costs incurred by the Seller and compensation from the Buyer for the resulting damage.
    13. If the execution of the Agreement does not take place due to circumstances attributable to the Buyer, the Seller shall have the right to retain the prepayment made by the Buyer, i.a. in order to compensate for the losses incurred, which does not exclude the possibility of claiming compensation on general terms.
    14. Unless otherwise stipulated in the Agreement, the FCA Incoterms as currently in force shall apply to the subject of price.
  8. PRICE
    1. The price for the Goods subject to the Agreement shall be specified in each case in the Agreement
    2. Depending on the content of the Agreement, prices are quoted per cubic meter, per square meter or per linear meter of the given goods.
    3. Prices for goods offer by the Seller are net prices and do not include VAT, unless expressly indicated otherwise.
  9. DELIVERY TERMS
    1. The Seller is obliged to make every effort to deliver the goods within the period of time indicated in the Agreement. If no such date is specified, delivery shall be made within the Seller's normal delivery schedule
    2. The goods shall be released at the place specified in the Agreement.
    3. Unless otherwise stipulated in the Agreement, delivery of the goods shall be carried out in accordance with the FCA Incoterms at the Production Plant in Ińsk.
    4. Unless otherwise stipulated in the Agreement, the period for sending of the goods specified in the Agreement shall be 30 working days
    5. If, for reasons resulting from the Seller's sole willful misconduct or gross negligence, the delivery is not dispatched by the date agreed by the Parties, the Buyer shall be entitled to apply for contractual penalties for each month of delay in shipment in the amount of 1% of the net price of the Goods.
    6. The parties agree that the sum of contractual penalties referred to in clause 9.5 may jointly amount to no more than 5% of the net price of the Goods.
    7. The date of delivery of goods may be extended in the event of circumstances beyond the Seller's control, in particular in the event of delays in the supply of raw materials, semifinished products, products, etc.
    8. in the event that there are reasons that may extended the delivery time of the goods, the Seller shall inform the other Party about these circumstances.
    9. Risk of loss of or damage to the Goods shall pass to the Buyer at the time of handover of the Goods to the carrier
    10. Delivery dates are approximate. The Seller shall be released from any liability related to late delivery of Goods by the carrier.
    11. If the reason preventing delivery of the Goods proves to be insurmountable, the Seller shall be entitled to withdraw from performance of the Agreement and shall not be held liable on this account
    12. If the delay in delivery of the goods is due to reasons attributable to the Buyer, the Seller shall, at its discretion, have the right to treat this part of the order as completed or may charge the Buyer for the costs of storage, which shall not exclude the possibility of claiming compensation on general terms.
    13. The daily rate for the storage of goods is calculated according to the scheme contained in attachment No. 1 to the GCS.
    14. The tolerance on quantities supplied shall be 15% of the total order expressed in cubic meters, square meters or linear meters of the given goods, unless otherwise stated in the Agreement.
    15. The Seller declares that the Goods will be manufactured in accordance with the internal quality standard of Pomeranian Timber, constituting Attachment No. 2 to the GCS.
    16. If the Buyer does not accept the Goods, the Seller may claim a contractual penalty of 10% of the net value of the Goods, which does not exclude the possibility to claim additional compensation under general rules
    17. The seller undertakes to inform the Buyer of the planned delivery date or that the Goods are available for receipt at least 5 working days before the performance of the Agreement
  10. DELIVERY DOSSIER
    1. Each delivery batch shall be documented by a waybill or other transport document, as indicated below.
    2. If the Goods are delivered in the territory of the Republic of Poland, the batch of delivery is documented with the e-invoice or in another manner accepted by the Parties.
    3. If the Goods are delivered to the countries of the European Union other than the Republic of Poland, the delivery batch shall be documented with an e-certification and an e-invoice along with a statement that the Goods in question have been exported outside the territory of the Republic of Poland or in another manner accepted by the Parties, and in the event that the Goods are exported by sea, the delivery batch shall also be documented:
      1. by bill of lading to order (order B/L) if Telegraphic Transfer (T/T) is selected as the payment method, or
      2. By express bill of lading (SWB) in the case of an immediate collection (D/P) or a letter of credit (L/C)
    4. If the Goods are exported to countries outside the European Union by sea, the delivery shall be documented with an e-certificate, e-invoice, certificate of origin, phytosanitary certificate or other document as specified in the Agreement, and
      1. Bill of lading to order (order B/L) in the event that Telegraphic transfer (T/T) is selected as the payment method, or
      2. Express bill of lading (SWB) in the event that Documents against payment (D/P) or Letter of credit (L/C) is selected as the payment method.
    5. If the Goods are exported to the countries outside of the European Union by land transport, the delivery batch is documented by e-specification, certificate of origin of the goods, einvoice and other document specified in the content of the Agreement, if indicated therein. The Seller shall issue an e-invoice or e-specification to the Buyer, unless otherwise stipulated in the Agreement
    6. The costs, risk and liability associated with the issue and handling of transport documents in paper form are borne by the Buyer .
    7. The Seller may request the Buyer to issue the relevant transport certificates, but this request must be presented to the Seller within 2 working days of receipt of the shipping plan at the latest.
    8. The payment for costs related to the issue of certificates and documents in paper form is calculated in accordance with the payment schedule constituting attachment no. 1 to GCS.
  11. COMPLAINTS
    1. Upon delivery, the Buyer shall be obliged to inspect the Goods. In addition, the Buyer shall be obliged to inspect whether the delivered Goods comply with the Order in all other respects.
    2. If the Buyer discovers non-compliance of the Goods with the Agreement, the complaint should be lodged immediately within 14 days from the date of its receipt.
    3. After the expiry of the 14-day period for lodging complaints , the Buyer is deemed to have accepted the delivered Goods and complaints will no longer be considered.
    4. All complaints should be reported to the Seller in written form or by e-mail. The complaint should include: quantity, type and photos of the Goods complained of, date of the Buyer's order, number and date of VAT invoice or WZ document, detailed reason for the complaint and the Buyer's request.
    5. In the event of a complaint, the Buyer shall be obliged to secure the claimed goods for the purpose of a possible visual inspection at an agreed time with the participation of a representative of the Seller at the place of delivery or to return the goods to a place agreed with the Seller. If the Buyer fails to properly secure the claimed goods, he shall bear liability to the Seller under the principles laid down in the law and lose his rights under the claim.
    6. The Seller shall notify the Buyer about acceptance of the complaint via e-mail or in writing - or about refusal to accept the complaint within 14 working days from the date of its submission. The Seller reserves the right to extend this period by the time needed to prepare necessary expert reports or arrange for inspection.
    7. If the Buyer submits a complaint to the Seller within the time limit, and the Seller considers it to be justified, the Seller shall in such a case only be obliged to deliver the missing Goods, to replace them or to refund a proportionate part of the purchase price, at his own discretion. The Seller must be given an appropriate period of time to consider and implement the complaint.
    8. Return transport shall take place at the expense and risk of the Buyer and may only take place with the prior written consent of the seller, whereby any liability of the seller, despite his consent, is excluded
    9. The total liability for all claims shall not exceed the invoice price of the Products that gives rise to the claim.
    10. The tolerance for the quantity of non-conforming goods shall be 5% of the total order expressed in cubic meters, square meters or linear meters, unless otherwise stated in the Agreement
  12. FINAL PROVISIONS
    1. The law applicable to these GCS is Polish law
    2. Any disputes arising between the parties shall be settled in accordance with Polish law, excluding the Convention on Agreement for the International Sale of Goods of 11 April 1980 signed in Vienna
    3. Any disputes which may arise in connection with the application of GCS or Agreement concluded in connection with the application of GCS shall be settled by a common court competent for the seat of the Seller. However, the Seller has the right to file a suit before a court competent for the seat of the Purchaser
    4. The place of performance for payments is Szczecin, and for deliveries - the Production Plant in Ińsk.
    5. Unless the provisions of the GCS imply otherwise, all notices and statements of the Parties arising from or related to performance of the Agreement shall be sent by registered mail, fax or e-mail. Notices and statements shall be addressed by the Seller respectively to the mailing address, fax number or e-mail address given by the Purchaser in the Order. The Buyer shall be obliged to promptly notify the Seller of change of data specified in the Order, otherwise sending of a statement or notification to the last known mailing address, fax number or e-mail address shall be considered effective delivery.
    6. Invalidity or unenforceability of any of the provisions of these GCS does not affect validity and enforceability of the remaining provisions and validity of GCS or a Agreement concluded with the application of GCS. In the case of invalidity or unenforceability of any of the provisions of these GCS, invalid provisions shall be interpreted or supplemented by the Parties in a manner that most fully reflects their will and intentions at the moment of concluding the Agreement and enables lawful achievement of the economic purpose of invalid provisions.
    7. The administrator of the personal data is Pomeranian Timber joint-stock company with its registered office at ul. Krasickiego 1B, 71-333 Szczecin, registered in the National Court Registry under KRS number: 0000024122, NIP: 8522258411, REGON: 81192906000000, phone: 91 487 74 46, e-mail address: office@pomeraniantimber.pl. The data shall be processed for the purpose of performance of the agreement, its settlement and possible vindication and assertion of claims. The data processing is necessary for the performance of the Agreement (Article 6(1)(b) of General Data Protection Regulation) as well as for the possible vindication and assertion of claims, which constitutes a legitimate interest of the controller (Article 6(1)(f) of the General Data Protection Regulation). Additionally, data shall be processed for marketing purposes, i.e. sending by the Seller information on new products, industry events and promotional activities of the Seller. The legal basis for data processing for the purpose of sending such information will be the legally justified interest of the Seller, i.e. direct marketing. Provision of data is a condition for the execution of the Agreement, and failure to do so will prevent its conclusion. The Buyer may additionally agree in the Agreement to the sending of commercial information by e-mail. The data will be processed for the duration of the Agreement and after its termination until the statute of limitations for possible claims. In the case of consent to send commercial information by e-mail, data will be processed until the consent is withdrawn. The Seller may engage third party service providers (e.g. accounting, distribution, IT support providers) to process personal data on its behalf. Every person has the right to demand access to their personal data, their rectification, erasure, restriction of processing and their portability. Each person has the right to object to the processing of their personal data, including for marketing purposes, to lodge a complaint with the President of the Office for Personal Data Protection and to withdraw consent at any time, without affecting the legality of the processing carried out on the basis of consent before its withdrawal.
    8. In matters not regulated by these GCS, the provisions of the Civil Code and other relevant provisions of applicable Polish law shall apply.
    9. If Agreements or GCS are drawn up in Polish and in a foreign language, the Polish language shall be the binding language. In the case of differences between the Polish and foreign language versions, the wording of the Polish version shall prevail.
    10. The Seller reserves the right to introduce amendments to these GCS. The Seller shall each time inform the Buyer about the amendments to these GCS, and the current version of GCS shall be published on the Seller's website.