General terms and conditions

General Terms and Conditions of Sale and Delivery

General Terms and Conditions of Sale and Delivery of Georg Utz Sp. z o.o.

1.Scope

These general terms and conditions of sale and delivery cover all existing and future legal relationships arising from sales and delivery contracts concluded by Georg Utz Sp. z o.o., hereinafter referred to as the Seller, with an entity purchasing goods from it, hereinafter referred to as the Buyer.

Contractual relations in the aforementioned area shall be based on these “General Terms and Conditions of Sale and Delivery”, unless otherwise stipulated in a given sale or delivery contract.
Any deviations or modifications from the following “General Terms and Conditions of Sale and Delivery” shall require, in each such case, the written consent of an authorized representative of 
Georg Utz Sp. z o.o.

2. Information and advice

The information contained in our calculations, catalogues, price lists and advertising brochures constitutes an invitation to bargain within the meaning of the Civil Code. All oral and written information and data on the suitability of our products are based on our expert knowledge. and experience. However, we do not guarantee that it applies in all cases and point out that such information and data cannot form the basis for quality claims against Georg Utz Sp. z o.o. It is the Buyer’s obligation to personally verify the suitability of the products for their intended purpose. Patterns and product samples are provided for illustrative purposes and are not binding.

3. Prices

Unless otherwise stipulated in a given sale or delivery contract, the prices specified in our catalogues, calculations, price lists and advertising brochures are net prices, exclusive of value added tax (VAT) and EXW delivery. Prices do not include the value of measuring, weighing, packaging of goods, loading, transport and transit insurance costs.

In the case of a contract of carriage at the Seller's expense, the cost shall include the net transportation costs to the place of delivery agreed in the contract.

In the case of partial deliveries, each individual consignment shall be billed separately. The price may be given as the PLN equivalent of the price expressed in USD or EUR.

If the price is given in a foreign currency, the price in PLN shall be determined according to the selling rate of the currency in question applied by the National Bank of Poland on the day the invoice is issued.

The Buyer shall bear the costs of his/her special requirements with regard to the mode of transport (e.g. express delivery, air freight, etc.).

4. Delivery of the goods and transfer of the risk of loss of or damage to the goods

The goods shall be deemed delivered to the Buyer once they have been made available to the Buyer at the warehouse of Georg Utz Sp. z o.o., or at any other point of sale belonging to Georg Utz Sp. z o.o., or at the Seller's head office, branch or plant, or at any other place agreed in the contract.

If the goods are handed over to another person acting on behalf of the Buyer based on his/her authorization, the provision referred to in the preceding sentence shall apply accordingly.
The Buyer shall be obliged to take delivery of the goods as soon as possible upon receiving notification of a possible delivery date, to inspect the goods upon delivery and to notify the Seller or the carrier immediately in the event of any defects or shortcomings in the goods.

The risk of loss or damage to the goods shall pass to the Buyer once the goods are handed over to the Buyer. If the Buyer fails to take delivery of the goods within the specified period, the risk of loss or damage shall pass to it once it has had the opportunity to take possession of the goods.

If the goods are handed over to a forwarder or carrier for transport to their destination, the risk of loss or damage to the goods shall pass to the Buyer once the goods have been entrusted to the first forwarder or carrier.

Georg Utz Sp. z o.o. shall insure the goods in the event of damage in transit at the expense of the Buyer only after receiving written authorization from the same.

5. Delivery

The goods shall be delivered at the risk and, unless otherwise agreed, at the expense of the Buyer.

If Georg Utz Sp. z o.o. fails to deliver the goods on the date agreed in the delivery contract, the Buyer shall be entitled to set an appropriate additional period of time by registered letter, fax or e-mail for the Seller to fulfil its contractual obligations. If the Seller also fails to meet such additional deadline, the Buyer shall be entitled to withdraw from the contract. There shall be no grounds for withdrawal other than those mentioned hereinabove.

All cases of force majeure, including operational and traffic disruptions, energy shortages, strikes and lockouts, shall relieve the affected party from the performance of its contractual obligations for the duration of such events. The above also applies if the aforementioned circumstances affect a sub-supplier of Georg Utz Sp. z o.o. If it is unlikely that the obstacles may be removed, Georg Utz Sp. z o.o. Shall be entitled to withdraw partially or completely from the contract, without any claims from the Buyer on this account.

If the Buyer fails to accept the delivery, it shall be charged a contractual penalty of 10% of the delivery price and, in addition, shall pay compensation if the contractual penalty does not cover the damage.

In the event that the Buyer undertakes to collect the goods in individual batches and fails to collect the goods on the agreed dates, Georg Utz Sp. z o.o. shall have the right to issue an invoice with the demand to collect the goods within 14 days. After the expiry of this time Georg Utz Sp. z o.o. shall charge the Buyer for the storage costs.

6. Special requirements

When ordering non-standard products or standard products in special color versions, the Buyer undertakes to accept ±10% deviations in relation to the quantity ordered. This means that the Buyer will be obliged to accept and pay for the goods even if their quantity exceeds the quantity ordered; in the case of a smaller quantity Georg Utz Sp. z o.o. will not be obliged to make up the difference. Minor deviations in color between different production batches are permissible.

7. Molds

Georg Utz Sp. z o.o. undertakes to store and maintain the molds made available by the Customer for subsequent orders for the period of 3 years from the date of the last delivery. At the request and expense of the Buyer, Georg Utz Sp. z o.o. may store the molds for a further period of 2 years. After 5 years from the date of the last delivery, the obligation to store and service the molds by Georg Utz Sp. z o.o. shall expire.

8. Terms of payment

The price for the goods shall be paid to the Seller's account kept with BNP Paribas Bank Polska S.A. Branch in Wrocław, ul. Piotra Skargi 1, 50-082 Wrocław,
bank account no. PL 26 1750 1064 0000 0000 0106 6498.

In addition to the method specified in the preceding sentence, payment may also be made in cash directly to the Seller's authorized representative, provided that the latter presents the relevant authorization to collect the money.

Payments shall be made within 14 (in words: fourteen) days of the date of the invoice.

Payments shall be made irrespective of the delivery of the goods and of the Buyer's right to notify defects. The Buyer shall not be entitled to set off mutual claims unless such claims have been established by a legally-binding decision of a court.

If the Buyer is in arrears with payment for the delivered goods, it shall be obliged to pay interest on the amount not paid on time, at the amount exceeding the statutory interest rate by one percentage point (1%).

Payment may be made, subject to the provisions of the law, by transfer to the Seller's account or in cash. In the case of payment by bank transfer, the time of payment shall be deemed to be the day on which the amount in question is credited to the Seller's account.

Any advance or prepayment made to the Seller by the Buyer on account of future deliveries shall not constitute earnest money within the meaning of the Civil Code.

If the Buyer pays the amount due on account of a delivery or partial delivery, but has overdue payments on account of other deliveries, the Seller shall determine towards which of the overdue payments the payment received shall be credited.

If the Buyer is in default with payment of one or more receivables, the Seller may make the execution of further deliveries conditional upon payment of part or all of these receivables or the provision of security for such receivables by the Buyer.

9. Retention of title

Until the price has been paid in full by the Buyer and the existing receivables have been settled, the delivered goods remain the property of Georg Utz Sp. z o.o.

If the Seller's product is combined or mixed with another product, the former shall be deemed to be the main product and the Seller shall acquire the right to co-ownership of the combined or mixed product in a proportion reflecting at least the value of the Seller's product plus the costs incurred by the Seller under the sale contract in question.

10. Export

The export of the Seller’s goods by the Buyer requires the Seller's prior written consent.

11. Statutory and contractual warranty

The Parties exclude the Seller's liability under statutory warranty.

The Seller may provide the Buyer with a written contractual warranty. The warranty shall be granted for a period of 12 months from the date of delivery of the goods.

In the event that the Seller has given the Buyer a quality warranty for the sold products, the Seller shall be obliged to remove any physical defects or deliver products free from defects, provided that the

Buyer has notified the Seller in writing immediately after the defect became apparent, and the defect arose from a cause inherent in the product before it was delivered to the Buyer. It is up to the Seller to decide on the form in which the aforementioned right is to be exercised.

If the Seller accepts the complaint, the Buyer shall be obliged to deliver the product at the Seller's expense to the place indicated in the warranty agreement, unless, given the circumstances, the defect should be removed at the place where the product was located when the defect was discovered.

If the Seller has supplied the Buyer with a defect-free product in place of the defective one or has repaired the defective product, the guarantee period shall start anew from the moment the defect has been remedied or a new product has been supplied.

The above provisions shall also apply to parts of replaced products.

12. Liability for damages

The Seller and the Buyer may agree on a contractual penalty for damages resulting from non-performance or improper performance of a non-monetary obligation hereunder.

In any event, the Seller's liability shall be limited to 10% of the contract value.

The remedy for the damage suffered by the Buyer as a result of its withdrawal from the delivery contract due to the Seller's failure to meet the delivery deadline shall be limited to the Seller's obligation to remedy the losses suffered by the Buyer, taking into account the above provision. The Buyer shall not be entitled to claim compensation for any lost profits on account of non-delivery.

13. Final provisions

All disputes between the Buyer and Georg Utz Sp. z o.o. which may arise from contracts concluded on the basis of these General Terms and Conditions of Sale and Delivery shall be settled by the competent court with jurisdiction over the registered office of Georg Utz Sp. z o.o.

All changes and additions to these terms and conditions and to contracts concluded between the Buyer and Georg Utz Sp. z o.o. must be made in writing in order to be valid.

The invalidity of one of the provisions of these terms and conditions shall not affect the validity of the remaining provisions. The invalid provision shall automatically be replaced by such a legal regulation that comes closest to the intended economic purpose of the contract.

These terms and conditions and sale contracts shall be governed exclusively by Polish law.

If the contract and the “General Terms and Conditions of Sale and Delivery” are drawn up in Polish and in a foreign language, the Polish language version shall prevail.