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General Terms of Delivery

GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY PPH ‘AMG’ sp. z o.o.
  1. General provisions - Scope
    1. Our General Terms and Conditions of Sale and Delivery shall apply excluding any other regulations; we do not recognise the validity of the Purchaser's general terms and conditions that are contrary to or deviate from our General Terms and Conditions of Sale and Delivery unless we have expressly agreed to their validity in writing. Our General Terms and Conditions of Sale and Delivery shall also apply if we carry out the delivery to the Purchaser without any reservations, knowing that its terms and conditions are contrary to or deviate from our General Terms and Conditions of Sale and Delivery.
    2. These General Terms and Conditions of Sale and Delivery, in their currently applicable version, shall also apply as a framework agreement for future delivery agreements with the same Purchaser, without the need to refer to them again each time;
    3. Statements and notifications which are legally relevant and which the Purchaser is obliged to make to us/transmit to us after conclusion of the agreement must be made in writing.
  2. Conclusion of the agreement
    1. Our offers for products/goods manufactured and/or supplied by us or services provided by us (hereinafter referred to as products/goods) are not binding. The way our products/goods or services are presented shall be treated only as information about their characteristics and shall not constitute an offer but a non-binding invitation for a prospective Purchaser to place an order. We reserve the right to make changes, including of a technical, technological and design nature, in the production and delivery process and to make other changes, for example in shape, form or weight, which in the opinion of the Seller do not change the functionality of the product/goods.
    2. When ordering the goods in question, the Purchaser makes a binding offer to conclude an agreement. We shall immediately confirm the receipt of the Purchaser's order. Confirmation of receipt of the order shall not, however, constitute binding acceptance of the order. Confirmation of receipt of an order shall constitute a statement of acceptance of an offer to conclude an agreement only if we expressly declare so. Acceptance of an order by telephone shall not constitute binding acceptance of an offer to conclude an agreement on our part. Agreement shall only come into effect on the basis of our written Order Confirmation signed by both parties.
    3. The Seller shall have the right to withdraw from the Agreement in part or in whole at any time without giving any reason.
    4. We reserve the right to transfer the rights and obligations under the agreement to another entity.
    5. The Purchaser shall only be entitled to assign its rights under this agreement to third parties with our prior written consent.
    6. We own the rights (including intellectual property rights) to illustrations, samples, drawings, calculations, cost estimates and other documents made available and transmitted by us (this also applies to copyright insofar as these documents are protected by copyright law). These documents may not be made available to third parties unless we have expressly agreed to this in writing.
    7. As far as we are obliged to make delivery on the basis of the Purchaser's samples, drawings, documentation, designs, models or other specifications or instructions, the Purchaser assumes liability for ensuring that no third-party rights, including third-party intellectual property rights, are infringed as a result of our actions. The Purchaser shall indemnify us against all claims of third parties and remedy the damage suffered by us (to the fullest extent permitted by law) in connection with any possible infringement of such third parties' rights (which also includes the costs of any legal advice and legal representation) and shall take all measures prescribed by law to act as a defendant in our stead in any possible proceedings.
    8. All data, including dimensions, i.e. length, width, height, material dimensions and other, concerning the product/goods provided by the Seller shall be subject to a tolerance of +/- 5%.
    9. The products/goods are painted with alkyd paints in order to protect them against corrosion, unless otherwise stated in the Order Confirmation. The average thickness of the interior coating (primer) is 30um, while the exterior is 60um (primer and topcoat) within a tolerance of up to -15%.
  3. Reservation of ownership
    1. We reserve the title to the products/goods until all claims arising from the current business relationship with the Purchaser have been fully satisfied. Before full payment has been made for the products/goods, they may not be pledged to third parties or transferred as a collateral.
    2. The Purchaser is obliged to handle the product/goods with care during the duration of the retention of title. If maintenance and inspection work is required, the Purchaser is obliged to carry it out regularly at its own expense. The Purchaser is obliged to inform us immediately in writing of any access to the product/goods by third parties, in particular of any enforcement action taken by them, as well as of any damage or destruction of the product/goods. The Purchaser is also obliged to inform us immediately of any change of ownership of the product/goods and of any change of its own address. The Purchaser shall be obliged to indemnify us for all damage and costs resulting from the infringement of these obligations and from taking the necessary intervention measures against attempts by third parties to gain access to the product/goods, provided that it is the Purchaser's liability.
    3. We shall be entitled to take back the product/goods if the Purchaser's behaviour constitutes an infringement of the agreement, in particular in the event of a delay in payment. If we take back the product/goods, the agreement shall be cancelled for reasons attributable to the Purchaser.
    4. The Purchaser shall be entitled to resell the goods/product in the ordinary course of business.
    5. We reserve the right to collect the receivables ourselves if the Purchaser does not duly fulfil its payment obligations and if it is in default.
  4. Prices and payment terms
    1. Prices shall be stated in foreign currency or Polish zloty (PLN).
    2. We reserve the right to change our prices accordingly if, after conclusion of the agreement, an increase in costs occurs, in particular tariffs or changes in material prices that were difficult to foresee at the date of conclusion of the Agreement.
    3. Unless otherwise agreed the sale shall be based on and within the insurance limit.
    4. In the event of non-compliance with the terms of payment or if we become aware, after conclusion of the Agreement, that our claim for payment is threatened by the Purchaser's inadequate ability to pay, we shall only be entitled to execute outstanding deliveries and services upon 100% prepayment or the establishment of a collateral accepted by us.
    5. The Purchaser shall only be entitled to set-off and retain payment if its counterclaims have been legally established or have been recognised by us.
  5. Transfer of risk
    1. The risk of accidental loss and accidental deterioration of the product/goods shall pass to the Purchaser upon delivery or, in the case of ‘ex works’ delivery, upon handover of the product/goods to the forwarding agent, carrier or other person designated by the Purchaser to carry out the shipment.
    2. If shipment or acceptance is delayed or does not take place due to circumstances for which we are not liable, the risk shall pass to the Purchaser from the date of notification of our readiness for shipment or acceptance.
    3. The packaging of the products/goods shall be at our discretion.
  6. Liability for defects
    1. The Seller provides a guarantee for the products/goods sold. The guarantee period is 24 months from the date of delivery or other period specified by us to the Purchaser in writing. The guarantee shall not cover, for example, wear and tear or damage resulting from normal use of the product/goods by the Purchaser. Damage resulting from improper use shall also be excluded from the guarantee. Complaints concerning such damage shall not be accepted. The guarantee for the paint coating for products/goods secured against corrosion and external influences only with a primer is 30 days.
    2. Complaints about defective goods should be submitted by email or fax. The Order Confirmation number, serial number, description of the defect and, if possible, photographic documentation must be included. The Seller shall consider the complaint within 14 days.
    3. The Seller excludes its liability under warranty for defects in accordance with Article 558 of the Civil Code.
  7. Delivery date
    1. The delivery or completion date (hereinafter referred to as the ‘Delivery Date’) shall result from our arrangements with the Purchaser. Our compliance with these arrangements is conditional on the immediate signature of the Order Confirmation by the parties to the Agreement, the clarification of all commercial and technical issues between the parties to the Agreement and the fulfilment by the Purchaser of all obligations incumbent upon it, such as receiving the necessary clarifications, including confirmation of the documentation sent in sufficient time for the execution of the order within the timeframe in accordance with the Agreement and, unless otherwise agreed, making a down payment. Otherwise, the delivery date shall be extended accordingly.
    2. The compliance with the Delivery Date is conditional on the correct and timely delivery of the materials to the Seller. The Purchaser shall be informed of possible delays as soon as possible.
    3. The Delivery Date shall be deemed to have been met if the product/goods have left our factory before the expiry of the Delivery Date or if a notification of readiness for shipment has been issued by that time. If acceptance is necessary, the date of acceptance shall be decisive - unless there is a reason to refuse acceptance of the product/goods - or alternatively notification of readiness for acceptance if acceptance should be delayed for reasons for which the Seller is not responsible.
    4. If the failure to meet the Delivery Date is due to force majeure, sovereign acts of state authorities, collective labour disputes, other events beyond our control or delayed delivery of materials by our suppliers, the Delivery Date shall be extended accordingly. We shall inform the Purchaser of the occurrence and cessation of such circumstances as soon as possible. This regulation shall also apply if such events concern our suppliers or subcontractors.
    5. The Seller is entitled to make partial deliveries.
  8. Final provisions
    1. The General Terms and Conditions of Sale and Delivery shall be governed by Polish law.
    2. If individual provisions of the Agreement with the Purchaser together with these General Terms and Conditions of Sale and Delivery are or become wholly or partially ineffective, the validity of the remaining provisions shall not be affected.
    3. All matters, in particular disputes and claims arising out of or in connection with the Agreement, including its existence, validity, interpretation and legal consequences, shall be resolved by the Polish courts with jurisdiction over the registered office of the Seller.