General Terms and Conditions of Sale

Gruplast Gruba sp. j.

§ 1

General.

1. Unless otherwise agreed in writing these General Terms and Conditions of Sale (hereinafter referred to as GTCs) are applied to purchases of the products of Gruplast Gruba sp.j. (hereinafter referred to as Gruplast) by a customer (hereinafter referred to as Buyer) and comprise the basis on which Gruplast sells products and/or services related to such products

2. Buyer shall be liable for using purchased goods. Gruplast is not bound to provide any technical advice unless otherwise agreed in writing. Advice, information and opinion given by any partner, employee or agent of Gruplast is given without legal responsibility.

§ 2

Order, prices, payments.

1. Orders can be placed in writing, by fax or by email. Phone orders shall not be accepted.

2. Prices of goods are net prices. Payment is to be made in currency indicated in an invoice.

3. Payments shall be net of all bank charges.

4. Invoiced amounts shall reach Gruplast’s nominated bank account no later than the last day of payment term indicated in the invoice.

5. Late payment shall bear interest of the maximum rate allowed by Polish law.

6. All and any quotations or price offers are valid till the end of the week Gruplast have prepared/sent them in unless otherwise agreed.

7. Gruplast reserves the right to revise prices and/or cancel orders due to increase in prices of raw materials, increase of sea/land freight insurance costs and/or changes of currency rates unfavourable for Gruplast and/or other changes on the market.

8. Buyer’s complaints regarding quality or quantity etc. of goods shall not constitute a basis for deferment or suspension of payment(s).

9. Goods shall remain the property of Gruplast  until payment is received.

§ 3

Brochures, catalogues, order documentation, technical documentation, drawings/images.

1. Data, information and images included in brochures, order documentation, technical and other documentation by Gruplast, drawings/images are not binding.

2. Gruplast shall not be held responsible for errors and mistakes in documentation supplied by Buyer, especially in orders, drawings/images, specifications and other documentation related to orders.

3. Plans, technical and other documentation shall remain the intellectual property of Gruplast. Any use, copying, reproduction, dissemination and transfer to third parties, and any publication and presentation thereof may only be effected with the express approval of Gruplast.

§ 4

Deliveries, delays.

1. Gruplast delivers goods DAP (DAP – Incoterms 2010, DDU – Incoterms 2000) – in case of orders for large quantities, or EXW or FCA (EXW, FCA – Incoterms 2010), or on other terms agreed by both parties.

2. If a purchase order is to be on EXW/FCA basis, Gruplast will meet the conditions by loading the goods within 24 hours from the moment Buyer has provided appropriate means of transport.

3. Every effort will be made in order to abide by confirmed delivery dates but any delivery times are estimates only and Gruplast shall not be liable for any delays in delivery.

4. Confirmed delivery dates may be postponed if:

- Gruplast does not receive information/materials necessary to process an order or receives information that changes prior arrangements;

- Buyer does not meet their obligations;

- obstacles or events that could not have been predicted arise (including but not limited to force majeure eg war, riots, shortage of goods, breakdowns, epidemics, strikes etc. )

5. In cases indicated in article 4 Gruplast shall not be held responsible for damages (damnum emergens and/or lucrum cessans).

6. Gruplast shall not be liable for consequences of a non-delivery, delay in delivery, early delivery or shortages/excess in delivery.

§ 5

Quality control, complaints.

1. Buyer controls the quality of goods on delivery.

2. Buyer advises of any faults as soon as possible, no later than within 30 days from delivery date.

3. Complaints shall be placed in writing, by fax or email.

4. In case of complaints regarding quality, Buyer is obliged to supply Gruplast with a sample of goods claimed to be faulty. Gruplast reserves the right to test samples on their own or have samples tested by an expert appointed by Gruplast.

5. Gruplast’s total liability for any claim arising out of or in connection with a purchase order and/or delivery or other tort including Gruplast’s negligence shall not exceed the sale price of the relevant delivery of goods, if delivered, or, if liability arises from a failure to deliver, the sale price of goods had they been delivered.

6. Gruplast shall not, even if negligent, be liable for loss of production, use, profit, business, goodwill or reputation, or for business interruption, wasted expenditure or any incidental, special, consequential, or punitive loss or damages of any kind, whether suffered or claimed by Buyer or any third party.

7. Buyer may return goods purchased  only after Gruplast’s prior written consent.

§ 6

Order cancellation, refusal to accept order.

1. Cancellation of an order may only be carried out with Gruplast’s consent. Buyer shall refund raw material costs and other expenses Gruplast have covered in connection with a cancelled order.

2. Buyer’s complaints regarding quality or quantity etc. of goods shall not constitute a basis for order cancellation.

3. Gruplast reserves the right to renounce cooperation with Buyer if the latter has provided Gruplast with erroneous information on Buyer’s financial status or Buyer financial status has worsen considerably.

4. Gruplast may also refuse to accept an order without giving any reasons.

§ 7

Safety

Buyer is liable for compliance with general and local safety regulations as well as for instructing Buyer’s staff and Buyer’s customers on usage of delivered goods.

§ 8

Law and disputes.

1. In cases that are not regulated by these GTCs the laws of the Republic of Poland shall be applied.

2. Any dispute or claim arising shall be governed under the laws of the Republic of Poland without regard to  conflicts of law principles.

3. All and any disputes or claims arising from or in connection with purchase orders and/or deliveries shall be exclusively referred to and resolved by a Polish court of law.

4. The language used in arbitration or legal proceedings shall be Polish.

(March 29, 2019) v.06eng