General Terms and Conditions of Sale
General Terms and Conditions of Sale of “GM Color” Sp. z o.o.
Seller – “GM Color” Spółka z ograniczoną odpowiedzialnością with its registered office in Bydgoszcz, Wojska Polskiego 65A, entered into the National Court Register under the number 0000214170, VAT PL [tax identification number] 9671196532.
Buyer – a natural person conducting a business activity, a legal person or an organizational unit without legal personality that purchases goods offered by the Seller on its own behalf.
Goods – production / commercial goods and services included in the commercial offer of the Seller.
Delivery date – the date of availability / shipment / acceptance of goods.
Order – a written declaration of the Buyer regarding the willingness to purchase goods included in the Seller’s commercial offer, specifying the exact name and address of the Buyer, detailed specification of the goods ordered, the quantity of the goods ordered, the proposed delivery date, the required delivery conditions, the proposed place of acceptance/delivery of the goods, the price agreed with the Seller, currency, the payment date agreed with the Seller.
Standard order – an order for goods that are included in the commercial offer of the Seller.
Framework (buffer) order – call off orders of the Buyer for goods produced by the Seller for a buffer for the Buyer, the delivery of which is spread over a period of up to 2 months (unless the parties agree otherwise) from the date of production and implemented within the maximum date of acceptance of the goods indicated on the buffer order confirmation.
Person responsible for the execution of the order – a natural person representing the Buyer in all current matters arising from and/or related to the conclusion or performance of the sales contract, in particular supplementing, limiting, extending, changing or otherwise modifying the order, negotiating the prices of the goods and/or negotiating terms of deliveries, lodging complaints, signing documents. In the above-mentioned regard, in the absence of different written reservations in the content of the order, it is presumed that the person indicated in the order is authorized to act on behalf of and for the Buyer in each category of matters arising from and/or related to the conclusion or performance of the sales contract.
Order acceptance – information sent by the Seller to the Buyer, which clearly shows that the Seller has accepted the order for execution.
Standard order confirmation – information sent by the Seller to the Buyer, which includes the name of the ordering party (Buyer), the specification of the goods ordered, the quantity of goods accepted for execution, the price to be paid, terms and place of delivery and the date of the order shipment.
Buffer order confirmation – information sent by the Seller to the Buyer, which includes the name of the ordering party (Buyer), the specification of the goods ordered, the quantity of goods accepted for execution, the price to be paid, terms and place of delivery, the date of availability of the goods and the maximum date of acceptance of the goods.
II. Scope of Application
- These General Terms and Conditions of Sale of “GM Color” sp. z o.o. (hereinafter GTCS) pursuant to Article 384 of the Civil Code, define and regulate the terms and conditions of concluding, application and performance of contracts concluded by “GM Color” sp. z o.o. with its registered office in Bydgoszcz, for the sale of goods covered by the commercial offer of “GM Color” sp. z o.o.
- Provisions of GTCS each time constitute an integral part of the goods sale contracts concluded by the Seller, unless the parties agree otherwise, by express written arrangements. In such a case, any amendments, additional arrangements, supplements, suspensions, exclusions of the provisions hereof shall require written form to be valid.
- These GTCS are delivered to the Buyer in the form of a PDF file as an attachment to the offer submitted by the Seller or order confirmation. In a situation where the Seller remains in a permanent business relationship with the Buyer, these GTCS are delivered with the first offer, confirmation of the first order and their delivery releases the Seller from the obligation to deliver GTCS with each order, unless GTCS are amended compared to GTCS previously delivered.
- GTCS are available to read their content at: https://gmcolor.pl/ows/
III. Conclusion of the contract
- Under the terms and conditions set out herein the Seller enables the Buyer to purchase the goods covered by the Seller’s commercial offer, and the Buyer agrees to accept them (within the agreed period) and to pay the agreed price within the agreed period.
- The Seller shall be entitled to suspend or refuse to execute an order which has already been confirmed in the cases and under the terms specified herein.
- The Buyer shall each time place an order with the Seller in writing. The parties allow orders to be placed by email.
- The condition for concluding a sales contract is the placement of an appropriate order by the Buyer and confirmation of the order by the Seller. The parties allow sending order confirmation by email.
- Acceptance of the order shall, in any case, require a written confirmation of the terms and date of delivery of the goods by the Seller.
- Acceptance of the order shall, in any case, require a written confirmation of the terms and date of delivery of the goods by the Seller.
- A sale contract is considered concluded on the day of delivering the order confirmation to the Buyer.
- For technological reason, under the terms established by the Seller, the Parties allow the possibility of delivery of +/- 5% of the quantity of the ordered goods (quantitative deviation).
IV. Price and terms of payment
- The prices provided in the offers do not include VAT. The net amount of each issued invoice shall be increased by the tax on goods and services, according to the rates applicable on the date of issuing the invoice.
- The Buyer shall be obliged to pay for the goods on time into the account indicated in the invoice.
- The day of payment shall be the day the amount due is credited to the Seller’s bank account.
- The Seller shall have the right to charge statutory interest for late payment.
- Lodging a complaint shall not release the Buyer from the obligation to pay the price within the agreed period.
V. Delivery conditions
- If the agreed terms of the contract performance indicate the delivery of goods to the place of destination (indicated in the order) by the Seller’s means of transport and/or entities to which the transport service has been entrusted (contract performed DAP and DDP), the Buyer shall be obliged to ensure that within the deadline set as the day of collection, at the place indicated in the order, there was a Person Authorized to Accept the Goods.
- The Buyer confirms acceptance of the goods by legible signature of an authorized person on the shipping note, delivery note and affixing the Buyer’s company stamp.
- In the case of acceptance of the goods by the Buyer, the delivery note shall be sent by email (in the case of acceptance of the goods by a shipping company) or given to the driver (in the case of acceptance by an employee of the Business Partner), and then, after being signed and sealed by an authorized employee of the Buyer, sent back to the Supplier to the following email address: firstname.lastname@example.org
- The Seller shall execute sales under Incoterms 2020, and the Buyer agrees to this.
- The Seller shall not be responsible for failure to meet the delivery date or other delay in the performance of the Contract due to reasons beyond the Seller’s control (Force Majeure).
- The Buyer shall be immediately informed about the unavailability of the ordered goods or delays in delivery.
- In the case of contracts performed EXW the Seller’s warehouse, the Buyer shall be obliged to collect the ordered goods at the place and time agreed on the day of collection/delivery.
- If in the case of contracts performed on an EXW basis from the Seller’s warehouse, the Buyer, despite calls to collect the goods, fails to collect the goods within 30 days from the date of the contract, it is considered that the Seller has fulfilled its performance under the sales contract, the ownership of the goods has passed to the Buyer and the Seller is entitled to payment for the goods of the agreed amount.
- The Seller shall be entitled to issue an invoice.
- If in the case of contracts performed for framework (buffer) orders, the Buyer, despite calls to collect the goods, fails to collect the goods or fails to initiate a delivery within 30 days from the maximum date of acceptance of the goods, it is considered that the Seller has fulfilled its performance under the sales contract, the ownership of the goods has passed to the Buyer and the Seller is entitled to payment for the goods of the agreed amount.
- In a situation where the goods, the ownership of which has passed to the Buyer pursuant to Sections 8 and 10 above, are in the Seller’s warehouse, and the Buyer still does not collect the goods after 60 days from the date of order execution (for a standard order) and/or 60 days from the maximum date of collection of the goods (for a framework (buffer) order), the goods shall be considered abandoned pursuant to the provisions of Article 180 of the Civil Code, and the Seller may dispose of the goods at its own discretion.
- The Seller shall have the right to charge the Buyer with the costs of destroying the abandoned goods, as well as the costs of their storage.
- In relation to the goods collected after the delivery date, the Seller shall have the right to suspend the release of the goods until the payment for the storage of the goods is settled in the period from the date of the planned delivery to the date of the actual acceptance of the goods.
- The Buyer shall be obliged to confirm the acceptance of the goods (quantitative acceptance) immediately on the day of their receipt. The delivered quantity of products shall be verified on the basis of the quantity indicated in the shipping documents, and in the case of export sale – the quantity indicated in the customs documents. The seller shall not accept complaints regarding the quantity of products, if they are not shown in the documents referred to above at the time of delivery.
- The delivery notes and/or CMR note, the shipping documents signed by the Person Authorized to Receive the Goods without any additional annotation constitute the Seller’s proof of acceptance of a given batch of goods without quantitative reservations.
- If the delivery is performed with the participation of the carrier, any losses (quantity shortages) caused by damage to the packaging of the goods must be stated in a complaint report drawn up on the day of acceptance/delivery of the goods by the Person Authorized to Accept the Goods and confirmed by the driver who provided the transport service. In the case of quantitative shortages, the report must indicate discrepancies between the actually delivered goods and the delivery note and/or CMR note, the shipping note (amount of spillage).
- A complaint report with photo documentation confirming damage to the packaging should be sent to: email@example.com
- Quantity complaints caused by damage to the packaging of the goods shall be considered by the Seller as soon as possible, not exceeding 14 working days from the date of delivery of the complaint.
- If the Seller acknowledges a quantitative complaint, the Seller, in consultation with the Buyer, shall deliver the missing quantity of goods within the deadline agreed by the Seller’s representatives and the Buyer or issue a correcting invoice for the value corresponding to the missing quantity.
- In the case of goods, any liability borne by the Seller, including for failure to meet the specification requirements by the delivered goods, non-delivery or incomplete delivery, shall be limited to the amount of the purchase price of the goods. If the complaint is acknowledged by the Seller in the scope indicated above, the Seller shall be entitled to replace, at its own discretion, the goods that do not meet the requirements with new ones, free from defects, or to refund the price.
- he condition for the replacement of the goods indicated in point 7 (above) or for the refund of the price by the Seller shall be the submission of a written complaint by the Buyer within 30 days of acceptance of the goods and – at the request of the Seller – the return of the goods to the Seller in the condition in which the Buyer received them (within 14 days from the receipt of the request from the Seller).
- f the complaint is acknowledged by the Seller, and the Seller is entitled to a claim against the Manufacturer of the goods, the Buyer shall cooperate with the Seller in order to complete the documentation related to the Seller’s claim against the Manufacturer.
VII. Force majeure
- Force majeure and/or other circumstances beyond the control of the Seller or its suppliers shall authorize the Seller to completely suspend or postpone deliveries to the extent and for the duration of the obstacles. The Seller shall not be liable for damages caused by the Buyer as a result of delay or suspension of deliveries for the above-mentioned reasons.
- Force majeure shall mean events that are independent of the will of the Seller, which could not be foreseen and which are external to the Seller. Force majeure shall mean, among others, labour problems, strikes, fire, accidents, flood, war, lack of transport or lack of materials (raw materials) or energy, government actions or requirements and other similar events beyond the control of the Seller.
- If the circumstances of force majeure last longer than 30 days, the representatives of the Seller and the Buyer shall decide on the possibility of further continuation of the contract. If a decision is made to terminate the contract, the contract shall be terminated without incurring any financial consequences, subject to the Buyer’s payment of amounts due for delivered and received goods and other receivables resulting from completed sales contracts.
VIII. Final Provisions
- In any case, when as a result of non-performance or improper performance of obligations arising from and/or related to the performance of sales contracts covered hereby the Seller is liable for damages towards the Buyer, the Seller shall be liable only for the actual, documented loss of the Buyer, excluding lost profits.
- Without the written consent of the Seller, the Buyer is not entitled to transfer, in whole or in part, the rights or obligations arising from and/or related to the performance of sales contracts covered hereby, to third parties.
- The law applicable to each category of matters arising from and/or related to the conclusion or performance of sales contracts covered hereby is the law of the Republic of Poland.
- n matters not regulated by the provisions of GTCS the relevant provisions of the Civil Code shall apply to the rights and obligations of the parties to the sales contract.
- Any possible disputes and/or claims that may arise between the Parties in each category of matters arising from and/or related to the conclusion or performance of sales contracts covered hereby, in particular arising from and/or related to the conclusion, content, validity, termination, annulment and/or the performance of obligations arising from sales contracts, shall be settled by a court of law having jurisdiction over the registered office of the Seller.