Conditions of sale
I. General stipulations.
This General Terms of Sale Agreements apply to Sale Agreements, deliveries, services and payments.
Terms specified in the General Terms of Sale Agreements denote the following:
- Seller - KTM S.A. seated in Kostrzyn nad Odrą;
- Buyer - an entity being the other party of a sale agreement (contractor) which receives supplies, client.
- Goods - products sold by KTM S.A. ;
- Service - all services provided by Seller for Buyer concerning a sale agreement concluded between them.
This General Terms of Sale Agreements are the only regulation binding parties within the scope of selling goods and providing services. Other stipulations or stipulations contradictory to those specified herein are null and void unless parties decide otherwise in writing.
Any standard conditions presented by Buyer and any booklets, catalogues, instruction manuals and leaflets of Seller or correspondence between Buyer and Seller shall have no legal effects.
Concluding separate sale agreement or service providing excludes application of this General Terms of Sale Agreements only within the scope specified in a separate sale agreement.
Buyer may assign its legal claims against Seller to third parties only after receiving prior written consent from Seller.
In case when individual stipulations specified herein turn out to be contrary to law or are acknowledged as null and void by a statement of a court, it shall have no effect on validity and effectiveness of the remaining stipulations. In such a case parties undertake to change incorrect stipulations preserving previous intentions of the parties.
II. Offers and confirmation of order placement. Concluding a sale agreement
Any offer made by Seller shall not be binding and shall be only regarded as an invitation for Buyer to make a purchase offer.
Each Buyer's order placed to Seller according to offer or in any other way shall not be binding to Seller.
Agreement comes into force at the moment when an order is accepted by Seller ("Order Confirmation"). Order shall be placed by persons entitled to represent Buyer or persons authorized by Buyer to act on his behalf.
Any comments concerning Order Confirmation by Seller shall be made immediately and not later than on the next day after the date of Order Confirmation.
In order to keep sale agreement valid all statements exchanged between parties shall be delivered to the second party in writing by mail, fax, e-mail or in person.
III. Price and payment conditions
The price specified in Seller's offer applies within a period listed in the offer.
Prices specified in agreements are net prices without VAT ex warehouse of Seller or specified place of shipment. Prices do not include costs of loading products in the Seller's warehouse. Prices do not include transportation costs and unloading costs unless otherwise agreed.
In case when unpredictable circumstances take place after concluding agreement which justify increasing the price of the ordered goods, particularly higher customs duty, new additional customs duties, other public charges or significant change in transportation costs, Seller is entitled to increase the price of goods unilaterally to the extent amounting to actual increase in price-determining factors.
If a price is specified in currency other than PLN it is accepted that the price is specified in PLN according to the average rate of the currency in National Bank of Poland from the day preceding the actual day when the goods were issued or from the day in which issuing date agreed by the parties expires.
Seller reserves that at selling goods according to the so-called theoretical weight, in which a weight of a product is determined according to its volume, the weight of goods is determined basing on theoretical weights specified in respective norms.
Buyer undertakes to pay due amount by way of purchasing the goods and services within the period specified on respective VAT invoice. Payment is considered made at the moment when the amount due is received by the Seller's bank. When the payment date expires Seller is entitled to calculate interest for late payment in the amount currently applying.
If Buyer is not fulfilling from payment responsibilities according to agreement or ceases making payments, and also when circumstances arise that undermine Buyer's credibility, Seller has the right to request immediate payment of the debt even when it is not yet required. Seller has the right to suspend further deliveries and cancel the due orders.
IV. Issuing, supply and acceptance of goods, and properties of goods.
Times of deliveries confirmed by us are binding unless explicitly specified otherwise in an order confirmation.
Seller's obligations concerning supplies apply with the reservation that Seller receives complete, prompt and correct supply from his suppliers.
Buyer's prompt fulfilment from agreement's provisions is the condition that secure correct times of deliveries. Time of delivery starts when all details concerning realization of an order are clear and when all necessary documents are provided and when Buyer fulfils all his responsibilities, and particularly makes a down payment.
Time of delivery is considered met when goods have left Seller's warehouse or the specified place of shipment on time or when an information about readiness to make a shipment was provided to Buyer, and the goods cannot be sent on time through no fault of Seller.
Seller reserves that ownership of sold goods is transferred to Buyer only when all due payment for the goods is made. In case when products are joined or confused the parties are co-owner of the whole.
The risk of loss or damage of goods is transferred from Seller to Buyer when the goods are loaded in Seller's warehouse onto Buyer's truck or shipping agent, carrier or any other person who provides transportation services.
Buyer undertakes to examine goods carefully at the moment of receiving the goods as regards quantity, accordance with specification described in agreement or any visible faults.
Deviations established in trade and supplies of larger or smaller quantities established in trade are permitted and shall not be considered as negligence. Volatile rust shall not be considered a fault unless otherwise agreed.
After examination of goods a stock issue confirmation (IC) is signed, and this proves the conformity of issued goods with specification denoted in agreement and confirms there are no faults which should be detected at careful examination of goods at the moment of receipt. Buyer cannot absolve himself from the responsibility specified above and from its effects invoking the established practice in trade. If Buyer processes goods in any way, Seller shall not be held responsible for any incompatibility between received goods and goods ordered.
Seller shall not be held responsible for goods labelled as "substandard materials". Buyer bears the risk concerning destination and application of goods purchased from Seller.
All information concerning destination and application of goods offered by Seller are provided for politeness's sake shall not entitle claims relating to destination and application of a given product.
Seller shall not bear statutory warranty claims when:
Buyer processed the goods.
Faults came into being during transportation from Seller's warehouse to the place where Buyer receives them.
Faults of goods came into being during unloading.
Buyer fixed the goods without prior written consent from Seller.
Seller shall not be held responsible for faults of goods when they are caused by improper performance by the producer. Parties disclaim in this regard Seller's responsibility concerning statutory warranty claims.
Making a complaint shall not exempt buyer from the obligation to pay for the goods issued.
In case of delays in Buyer's receipt of the goods Seller has the right to receive compensation.
V. Performing sale agreement. Responsibility.
If Buyer delays to make any payment on time, Seller has the right to withdraw from the sale agreement without establishing any further terms. Seller shall not be held responsible for any loss resulting from the above.
Evaluation of financial condition of Buyer shall be made only by Seller.
Seller shall not be held responsible for failure to execute order on time if:
the delay is caused by untimely delivery of goods to Seller by a supplier,
the delay is caused by suspended issuing of goods by Seller due to delays in payments.
Seller has the right to withdraw from the sale agreement holding no responsibility in case when causes of withdrawal from the sale agreement are independent of Seller, and concern a supplier.
VI. Final provisions.
In case of any disputes parties shall will do everything in their power to solve problems amicably by way of direct negotiations.
In case when amicable settlement is not possible, problems shall be resolved by a court having jurisdiction over Seller seat.
To all matters not settled herein provisions of Polish law, and particularly provisions of the Civil Code, shall apply.