GENERAL COMMERCIAL CONDITIONS

APPLICABLE TO CUSTOMERS ESTABLISHED IN EUROPEAN UNION

Including retention of the title clause

 

1 The following conditions of sale shall apply to all sales by Ecocleo sp. z o.o. and/or its affiliates (the “Seller”) and shall override any Buyer's condition of purchase.

  

All quotations and offers are issued subject to these conditions and all orders accepted imply acceptance of these conditions. Alterations or amendments of these terms and conditions must be accepted by the Seller in writing otherwise they should be null and void. In the case of incompatibility or difference between these conditions and the specific conditions appearing on any other Seller’s document addressed to the Buyer the latter shall expressly prevail.

 

2 PLACING AND CONFIRMATION OF ORDERS

No order shall be binding unless confirmed by the Seller in writing by letter, fax or e-mail (“Confirmation of Order”), faxes and e-mails being accepted by mutual agreement as proof of the commercial transaction. Orders placed by telephone shall become binding on the Buyer upon receipt of the telephone call. However, orders placed by telephone shall become void in the absence of a Confirmation of Order within three working days from the order placed by telephone. In such a case, receipt of the goods shall be equivalent to Confirmation of Order.

Unless otherwise stated a quotation for the goods given by the Seller is binding for shipment within 14 days from the date it was made to the Buyer.

  

Each time that the Seller deems the financial status of a Buyer unsatisfactory, rendering uncertain the payment of receivables, or for any new customer or for any unusually large order, the Seller may require, prior to  processing the order, a deposit or satisfactory financial guarantee or full payment of the goods prior to delivery. In the event of non-compliance with those conditions within the time limit specified by the Seller, the Seller is entitled to rescind the contract and the

order shall be deemed null and void.

 

Seller may, without liability, cancel or suspend its obligations in part or whole, during any period where Seller is hindered in manufacturing or supplying the goods by normal means by reason of force majeure occurring after Confirmation of Order, which shall include (but not be limited to) general or partial strike and other forms of industrial action, machinery breakdown, shortages of supply and/or transport or any circumstances beyond Seller's reasonable control.

 

 3 SPECIFICATION OF QUANTITY

Unless otherwise specified, references to the quantity of goods are ex-ante included in written offer confirmed by Buyer.

 

4 PACKAGING

Unless otherwise specified, packing of goods shall be in conformity with Seller’s practice for the transport involved. Costs for special packing at the request of the Buyer are not included in the price of goods and shall be paid by the Buyer.

 

 5 DELIVERY AND TRANSPORT

The period for delivery shall commence on the date on which Confirmation of Order is given. The delivery date mentioned in the Confirmation of Order is an estimate.

The Seller shall have no liability in respect of any failure to deliver by any such estimated date, unless through deliberate negligence on the part of the Seller. If there is no Confirmation of Order prior to delivery, the Seller shall inform the Buyer in advance on the intended delivery date orally or in writing.

 

Delivery of goods is always carried out in accordance with the delivery terms (Incoterms 2010) as specified in the order confirmation. Unless otherwise specified, all risks relating to the goods sold, including those as a result of force majeure, are transferred to the Buyer on delivery of the goods to the carrier.

It is the responsibility of the Buyer, who unless otherwise specified assumes all the risks of shipment, to verify upon reception the quality, quantity, condition,

weight of the goods and their conformity to the shipping documents, to make all reservations and to transmit any claims to the carrier, and take appropriate action against the latter within the legal period if necessary. The Buyer shall also communicate any such claims to the Seller for information.

 

If the Buyer has placed an order giving rise to successive deliveries according to an agreed timeline, the Buyer shall not be entitled to request any suspension of

deliveries or a different distribution of them.

 

6 PRICE AND PAYMENT

Unless otherwise specified prices quoted are deemed "Ex-works" (Incoterms 2010) (tax excluded), net of transport costs to the agreed upon destination, which are at the Buyer’s charge. The Seller reserves the right to revise its price list at any time with prior notice of 1 month to the Buyer. Unless otherwise specified, the new prices become applicable to all orders invoiced from the date on which the new prices become effective.

 

 Payment terms will be mentioned on the invoice and they will start to run from the invoice date. By acceptance of these conditions, the Buyer accepts and agrees on the right of the Seller to unilaterally determine the payment terms applicable to the given order, which does not constitute and does not require any amendment to the relevant order.

 

No discount for anticipated payment will be applicable unless with the prior written acceptation of the Seller.

In case of the Buyer’s insolvency, bankruptcy, liquidation, or similar proceeding or arrangement with creditors, or the appointment of a receiver, all outstanding

balances shall be deemed immediately due and payable.

 

In case of non-payment, even partial, of any invoice at maturity date, all outstanding debt shall become payable in full. Moreover, interest equivalent to 15% per year shall be applied on late payments without prejudice of the option for the Seller to claim the reimbursement of costs for legal proceedings and/or obtain a financial guarantee for the payment and/or prevails itself of the termination of all orders not yet delivered and those for which payment has not been made and/or rescind a sale contract.

 

7 RETENTION OF TITLE

The Seller shall retain title to the goods delivered and ownership of the goods sold shall remain the property of the Seller until payment in full of the principal and accessories has been made. Presentation of documents creating an obligation to pay (such as promissory note or cheques), draft or other, shall not constitute payment. In order to facilitate the identification of goods, the Buyer shall not remove distinctive marks from the goods before their use. If identification of the said goods proves impossible, all goods answering to the same specifications as those of the Seller and not themselves identified shall be deemed to be goods of the Seller, up to the amount of the debt owed to the Seller. The Buyer agrees to transfer the ownership of such goods to the Seller. If the goods have been resold, the Seller shall have a direct claim on the proceeds of sale in the hands of all holders. These latter shall be liable to pay to the Seller all sums which they may owe to the original Buyer on account of the sale of the said goods. The Seller shall be authorized to enter, accompanied by any court representative if mandatory under the applicable law, the Buyer's premises during working hours in order to proceed with an examination of stocked goods. Payments effected by the Buyer shall be deducted, as agreed, from invoices issued by the Seller for goods which have been already utilized.

 

All risks related to sold goods (loss, deterioration, damage) including those resulting from conditions of force majeure are passed on to the Buyer on their delivery to the transporter according to the above-mentioned stipulations. The application of this clause shall in no way exclude a possible action by the Seller for damages with a view to compensate for loss of earnings or for damage, nor

the right for the Seller to terminate ipso jure all orders and/or rescind a sale contract as per article 8 hereafter.

 

8 FAILURE TO PAY

In the case of non-payment on due date, the Seller reserves the right to cancel ipso jure without prior notice, any orders which have been placed and/or rescind a sale contract.

  

9 FAILURE TO TAKE DELIVERY

If the Buyer fails to take delivery of the goods delivered in conformity with the order, the Buyer shall be liable for any corresponding costs incurred by the Seller, in particular costs of storage and warehousing. If the Buyer fails to collect the goods at the agreed day of delivery, the Seller shall be entitled to charge

warehousing costs of EUR 2/pallet/day.

 

 10 CLAIMS

Upon arrival of goods at their destination, the Buyer shall promptly examine the conformity of the goods to the order. In case of non-conformity, claims shall only be admissible if received in writing and:

- before any utilization of the goods and at the latest within one business day after the date of delivery date if irregularity can be revealed by elementary check;

- within 4 months from the delivery date if the goods present hidden defects.

After the above-mentioned period, the goods shall be deemed duly delivered in conformity with the order.

If a claim is deemed acceptable by the Seller, our liability shall be limited to the purchase price of the goods, at the exclusion of all other costs and in particular loss of profit or indirect damages.

 

The Parties agree that any liability under the statutory warranty (under Art. 556 and following of the Polish civil code) is expressly excluded and that the claims

provided under this Clause 10 are the sole remedy of the Buyer in case of non-conformity of the goods.

 

 11 INDUSTRIAL PROPERTY

The Buyer is not entitled to refuse any delivery in case he has requested the Seller to place the Buyer's own trademarks on goods. The Buyer holds harmless the Seller from all liability which may arise from action against the use of any design, pattern or registered trademark or any kind of proprietary right on the said trademarks whatsoever.

 

12 SETTLEMENT OF DISPUTES

Orders placed with the Seller shall be governed by and interpreted in accordance with the laws of Poland; the United Nations Convention on Contracts for the International Sale of Goods, of April 11, 1980, shall not apply. All disputes arising in connection with the sale and/or interpretation of these conditions of sale shall be exclusively submitted to the Polish court competent for the registered office of the Seller.

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