General terms and conditions of sales

1. Basic terms and conditions

These Terms and Conditions of Sale (hereinafter referred to as "GTCS" Gambit) shall be applicable to each and every offer and the accepted order as well as each shipment made by the Seller. They shall also refer to future business relationships with each party placing an order. The terms and conditions differing from these terms and conditions shall not be applicable even if they have not been expressly or in any other manner rejected. When accepting the products, the Purchaser shall renounce the application of the Purchaser's own terms and conditions even if they indicate the exclusivity. The oral agreements or guarantees need to be confirmed in writing, otherwise null and void. Upon placing an order, the Purchaser shall simultaneously declare that the Purchaser knows and accepts the "GTCS" Gambit; the fulfilment of the aforementioned condition shall be the necessary condition of commercial cooperation.
2. Object of delivery

2.1 The object of deliveries for the Purchaser shall be the products or services defined in the production and commercial offer of the Seller (standard product) or manufactured pursuant to the arrangements of the Seller with the Purchaser (special product).

2.2 The Seller shall not be obliged to check any technical information and specifications received from the Purchaser and being the basis of the production and/or delivery of products. The Seller shall be entitled to base the production and delivery of products on the technical recommendations, descriptions or specifications of products submitted by the Purchaser. The observance of the aforementioned provision shall not constitute the violation of any of the Seller's obligations.

2.3 The quality and value of the use of the products shall be defined with the technological parameters arising from the effective standards and technical conditions as well as in accordance with the arrangements concerning the special products.

3. Delivery

3.1 The delivery shall be made pursuant to the terms and conditions specified in the Purchaser's order which are in accordance with the Seller's offer preceding the order.  The Seller shall inform the Purchaser about accepting an order by relevant confirmation (sent by fax or e-mail). If the Purchaser does not make any written reservations within 48 hours of sending the confirmation, the order shall be deemed binding. The change of the number of the ordered products may be done in a form of written arrangements upon the consent of both parties.

3.2 If the Purchaser wishes to withdraw the order for products which has been confirmed in writing by the Seller prior to placing the written revocation, the Seller may agree to the change of the order. In such a case the Purchaser shall be obliged to cover at least 50% of the order value in case of special products, at least 30% of the order value in case of standard products, and in the case the Purchaser decides not to collect the products manufactured in accordance with the Purchaser's order, the Purchaser shall be obliged to cover 100% of the order value.

3.3 Until the completion of delivery, it is reserved that it is possible to introduce technical modifications causing the increase or maintenance of the value of the products from the Seller's offer without restricting their functionality.

3.4 Unless it has been expressly agreed, the Seller may specify the technical parameters or the delivery means within the limits of the customary tolerance effective in the trade.

3.6 The risk shall be transferred to a customer upon the shipment, also in the case of DDU/DDP. The purchased goods shall be insured only pursuant to the customer's written request, at the customer's expense and in the scope specified by this customer.
3.7 Unless the Seller receives other instructions in writing, the Seller, at the Seller's discretion, may select the route, the means of transportation and the manner of packaging.

4. Order fulfilment time

4.1 The order fulfilment time shall be established on the basis of the date of placing an order and the classification of a given product as standard or custom-made pursuant to the Purchaser's specification.

4.2 The orders for the products shall be fulfilled within the time limits specified in the confirmation of the order fulfilment referred to in point 3.1. In the case of the occurrence of Force Majeure or the events which are beyond the Seller's control, the delivery date may be postponed and the Purchaser shall not be entitled to claim damages in such a situation.

4.3 In the case of special products or the volumes which do not cover the required production minimum, the Seller reserves the right to extend the fulfilment time.

4.4 The Seller may make the partial deliveries. It is possible to change the ordered amounts by up to +/- 10%. In such a case the price shall be adjusted to the changed volume of delivery.

4.5 If the delivery deadline is exceeded by more than two months, the Purchaser may withdraw from the agreement and any claims are excluded in such a situation. However, for this purpose, the Purchaser must first give the Seller the additional postponed delivery deadline.

5. Prices

5.1 The price of the product as at the date of the order fulfilment shall be effective for deliveries. In the case of deliveries based on agreements, the change of prices shall be made pursuant to the agreement.

5.2 The Seller reserves the right to change the guaranteed prices in the situation of sudden and unforeseen increase in prices of factors having significant influence on the level of the costs of the Seller's business activity.

5.3 The prices of goods and services offered by the Seller and specified in the offers and pricelists shall not take into account the goods and services tax (VAT) and they shall be increased by the effective rate of this tax. The prices are generally set on the basis of ex works" formula and they do not include packaging.

6. Payment terms and conditions/Ownership

6.1 The Purchaser shall be obliged to make prompt payments in accordance with the payment date arising from a commercial invoice. Lodging a complaint shall not entitle the Purchaser to withhold the payment or make deductions. The date of payment shall be the day when the Seller's bank account is credited with the amount of payment.

6.2 The Seller shall not be obliged to accept the payment in a form of bill of exchange or cheque. However, if such form of payment is accepted, all charges related to the service of bills of exchange or cheques shall be incurred by the Purchaser.

6.3 Any and all payments shall be recognized against the payment of the longest outstanding debts without taking into account different decisions of the Purchaser. The partial deliveries and executions may be invoiced separately.
6.4 The issuing of an invoice to the Purchaser on the basis of the confirmed order without the Purchaser's signature shall be the basis for claiming the amounts due on account of the product purchase-sale transactions.

6.5 In the case of delayed payments of the amounts due, the Seller shall reserve the right to charge the Purchaser the interest in accordance with applicable regulations.  The possibility of claiming further damages for the delay in payments shall be hereby reserved.

6.6 The delivered goods shall remain the Seller's property until the payment of all claims arising from the business relationships, including all additional claims (in the case of payment with a bill of exchange or cheque - until the time of their cashing). The Purchaser may mix the Seller's products, subject to the ownership right, with the products of the third parties in accordance with the customary business procedures and in such a case the Seller shall acquire the rights of co-ownership. The application of Article 193 § 2 of the Civil Code shall be excluded. If the Purchaser transfers the ownership right to the mixed or newly produced goods, then in accordance with the co-ownership right, the Seller shall be assigned with the right to claim the amounts due from the third party in proportion to the value of co-ownership. The Purchaser may transfer the ownership right to newly manufactured products within the customary business procedures.

6.7 Pursuant to the reserved ownership right, the Purchaser cannot pledge the goods and secure the debt with them. Pursuant to the reserved ownership right, the Purchaser shall immediately inform the Seller about the seizure of goods by the third parties. If the Purchaser delays the payments due, the Seller shall be entitled to take back the goods pursuant to the reservation of the ownership and to enter the customer's premises to do so.

6.8 In the case of the delayed payment or arrears in payments for the earlier deliveries, the Seller may demand the return of the specified products in their original or processed form.

6.9 The fulfilment of further orders may be suspended until paying all amounts due or making the advance payment for the ordered product. The suspension of deliveries due to the delays in payments made by the Purchaser shall deprive the Purchaser of the right to claim damages.

6.10 The failure to fulfil the terms and conditions and the dates of payments or the discovery - after concluding the sale agreement (placing the order) - of the events and circumstances which may affect the creditworthiness or payment capacity of the Purchaser (e.g. an arrangement, liquidation, reorganization proceedings) shall cause that all invoiced amounts are automatically due, regardless of the circumstances or the cheques or bills of exchange with prolonged payment dates accepted for their cashing.  Such facts shall entitle the Seller especially to immediately change the payment terms and conditions for further new deliveries and after the lapse of the grace period of 1 month - to withdraw from the agreed agreements (contracts) or after performing the return acceptance, to demand the due damages. In such a situation, the Purchaser shall not be entitled to claim damages.

7. Complaints/Liability

7.1 The quality of the sold ready products shall be in accordance with the Seller's Technical Conditions (TC) and with the quality management systems effective in the Seller's business.

7.2 The guarantee of quality of products delivered by the Seller shall be specified by the relevant provisions of the Civil Code or the detailed arrangements concerning the special products. The Seller shall exclude the provisions concerning the warranty.

7.3 The Purchaser shall report the remarks within the following time limits:

A/ the remarks concerning the transport and the condition of supplies - upon their delivery, with the obligatory entry of inconsistencies into the consignment note.

B/ the remarks concerning quality - within 7 days of discovering a defect in the goods.

If the Purchaser does not report the remarks within the time limits defined in point 8 (A) and (B), the Purchaser shall lose the right to lodge complaints.

7.4 The Seller shall not be liable for the inconsistencies arising in the production process of the Purchaser or the Purchaser's further customers as a result of improper (unassisted) selection of materials by the Purchaser. (and for further processing of the goods without the Seller's knowledge).

7.5 The Seller shall not be liable for the Purchaser's losses caused in the period from the occurrence of defects until their removal.

7.6 The specific use of the subject matter of the agreement shall be considered as permitted only if it has been included in an express written agreement concluded by and between the Seller and the Purchaser. In the case of lack of such an agreement, the Seller guarantees that the sold products are suitable for normal use and are characterized with the quality typical of such type of material which can be expected by a customer from such type of object.

7.7 Some properties are considered as guaranteed only when such a guarantee has been given in writing. Each reference to the technical standards shall include only reliable description of the service or goods and shall not constitute an agreement concerning the usefulness of the goods exceeding the usual possibilities of the material specified in the agreement. In the case of manufacturing the products with the use of the tools (moulds) provided by the Purchaser, the Seller shall not give the guarantee for these products.

7.8 In the case of justified complaints concerning the defects or other complaints concerning the violation of the Seller's obligations, the Seller shall be obliged to remove the defect or violation. The Purchaser shall be entitled to cancel or withdraw from the agreement or to receive the damages instead of its execution after two failed attempts of repairing the damage by the Seller.
7.9 Any and all rights and claims on the side of a customer related to the material damage shall fall under the statute of limitations after a year from the delivery.  

7.10 Any and all claims for damages shall be excluded if the purchased product has been resold by the Purchaser to the natural person. 

7.11 The Seller shall be liable only for the damage actually incurred (damnum emergens) which is - however - not higher than the value of sale to the Purchaser; under no circumstances shall the Seller be liable for the lost profits (lucrum cessans).

8. Factoring/assignment

The Purchaser may assign its obligations towards the Seller to another entity only after informing the Seller about this and obtaining the Seller's consent. The Seller shall be entitled to assign the claims against the Purchaser to other entities.

9. Industrial property rights

The Seller reserves any and all copyrights and other industrial property rights to the manufactured products and their whole documentation. If the Seller relies on the drawings and/or parts provided by the Purchaser, the Purchaser shall guarantee that they do not violate any industrial property rights of the third parties. The Purchaser shall be obliged to inform the Seller about the existing industrial property rights and other rights of which the Purchaser is aware. The Purchaser shall exempt the Seller from the liability in the case of any claims made by the third parties and shall reimburse the Seller for the incurred losses.

10. Settlement of disputes

10.1 Any and all disputes arising from the sale agreements concluded by and between the Seller and the Purchaser shall be examined by the court with jurisdiction over the Seller's registered office.

10.2 If any of the provisions of these GTCS Gambit are invalid, they shall be replaced with the relevant legal provisions and the remaining provisions shall remain effective.

10.3 The Seller shall not be obliged to inform about the amendments to these GTCS. The effective GTCS shall be issued at each request of the Purchaser and they are published on www.gambitgl.pl 

10.4 In the case of any discrepancies in the interpretation of the content of the agreement or the GTCS Gambit, the Polish version and the effective regulations of the Polish legislation shall prevail; the Vienna Convention shall be excluded.  Any and all translations shall not be binding and they have been made for informational purposes.

10.5 The place of fulfilment of any and all obligations connected with the deliveries of products shall be Lubawka.

10.6 The Purchaser of goods and/or services, as well as his representatives and proxies are obliged to inform the Seller of each and every change to their addresses. In case of neglecting this obligation, deliveries of documents to currently known addresses shall be legally effective.