General Terms and Conditions of Sale and Delivery of Goods

§1

GENERAL PROVISIONS

1. General Terms and Conditions of Sale and Delivery of Goods (hereinafter referred to as GTCSD) shall define general principles, under which all contracts for sale and delivery of goods offered by Bromex Sp. z o.o. (hereinafter referred to as Bromex) shall be concluded.
2. GTCSD shall have the right of priority over provisions of general terms and conditions of contract applied in the Buyer’s offer(s).
3. GTCSD shall be an integral part of all contracts concluded with Bromex.
4. Glossary. The terms used in these GTCSD shall have the following meaning:
   Seller/Supplier – Bromex Sp. z o.o. Buyer/Recipient – the entity being a party to the sales contract, who purchases goods and/or services from Bromex. Parties – Recipient and Supplier.
   Intellectual Property – shall mean intellectual property rights defined by law (in particular: registered designs, copyrights, patents).
   Order – a delivery contract between the Supplier and the Recipient.
   Goods – products and services manufactured and provided by Bromex at the commission of and in accordance with the type, quality and quantity specification of the Recipient.
   Price – the value of goods subject to sale and delivery.
   Receipt for Delivery of Goods – in case of domestic deliveries: Stock Issue Confirmation, in case of import/export deliveries: CMR Waybill
   Incoterms® 2020 – international trade rules established by the International Chamber of Commerce (ICC)
5. GTCSD shall be complete and the only regulations binding for the Parties regarding the sale of goods from the Supplier’s commercial offer.
6. The GTCSD shall supersede all previous provisions of contracts, offers and orders, the content of which remains contrary to the provisions hereof.
7. The GTCSD shall be effective as of the date of their enactment, i.e. the date indicated in the petitium.
8. The current content of the GTCSD shall be published each time on the official website of Bromex.
9. The Supplier shall be entitled to amend the GTCSD, with the effect of introducing a new version, replacing the current provisions. In this case, the revised and updated content shall be published on the official website of Bromex.
10. The Recipient shall be obliged to become familiar with the GTCSD. The Recipient’s failure to familiarise themselves with their content shall not release it from the obligation to comply with their provisions.
11. Submission of an order by the Recipient shall mean acceptance of the below specified provisions of the GTCSD

§2

CONCLUSION OF CONTRACT – ORDER

1. Delivery of goods shall be conditional upon conclusion of a delivery contract between the Supplier and the Recipient, together with setting out the commercial terms and conditions applicable during its performance. A delivery contract shall be concluded in accordance with the terms and conditions specified below.
2. Orders shall be submitted by the Buyer by email. Orders should indicate the goods, quantity, date and proposed price, as well as other conditions required by the Buyer. Failure to comply with the form specified in the above provisions shall not result in placing a valid order.
3. Orders referred to in point 2 shall require acceptance of Bromex, expressed exclusively by e-mail. Lack of acceptance by Bromex of all components of the order specified in point 2 shall not result in acceptance of the order for execution.
4. Offers made by telephone shall not constitute a basis for concluding a contract.
5. The contract shall be concluded exclusively in accordance with the terms and conditions indicated in points 1-4 above.
6. The prices of the goods shall not include public tributes, in particular duties, costs and taxes, which the Buyer shall be solely obliged to pay, unless agreed otherwise in the form described above.
7. Should the Recipient introduce any changes or modifications to the order, the contract between the Parties shall be concluded only as of the date of Supplier’s confirmation of order acceptance (with observance of the aforementioned form) or otherwise it shall be null and void.
8. Should the Recipient place an order without prior sending of an offer for sale by the Supplier, the contract shall be concluded as of the date of confirmation of order acceptance by the Supplier (in the form described above). The Supplier shall confirm order acceptance within 3 working days from the date of its receipt.
9. The Parties shall exclude any possibility of implicit (tacit) conclusion of the contract.
10. Orders submitted by the Recipient in each case shall be treated as orders submitted by a person authorised to make declarations of will on behalf of the Recipient.
11. The Buyer shall be required to specify the following items on the order:
    • order reference number,
    • preferred delivery date,
    • exact delivery address,
    • name of the ordered goods,
    • ordered quantities,
    • proposed net price of goods.
12. The Recipient shall accept the fact that the Supplier manufactures goods for individual order. For this reason, and due to the limitations of production technology, the quantity stated in the order may, in the case of absence of special arrangements regarding the permissibility of quantity deviations, only be regarded as an approximate quantity. The supplier shall adhere to the ordered quantities as closely as possible, however the following tolerances shall be permitted in the quantities of goods in accordance with the agreed technical conditions: weight/quantity tolerance: +/- 10.0%.
13. Cancellation by the Recipient of an order confirmed by the Supplier shall require a written consent of the Supplier.

§3

PRICE

1. The price of goods shall be confirmed in the delivery contract (acceptance by Bromex of the price proposed by the Buyer or indicated in the Bromex offer).
2. VAT applicable according to the relevant provisions of law shall be added to the price.
3. The Buyer shall not be entitled to offset any retention or deduction of their claims against the purchase price.
4. Bromex shall be entitled to statutory interest for late payment in commercial transactions.
5. In the case of late payment, Bromex shall be entitled to charge collection costs at the rates indicated by the Legislator, based on the applicable common law standards.
6. Should, as a result of late payment, Bromex undertake debt collection activities, the Buyer shall be obliged to reimburse their value, including debt collection costs specified by an external entity – to the extent that they exceed the rates specified in point 5.
7. The Supplier may make the acceptance of the order for execution dependent on the advance payment by the Buyer. The date and amount of the advance payment shall be determined by the Supplier.

§4

DELIVERY OF GOODS

1. The order shall be executed within the period each time agreed between the Supplier and the Recipient in accordance with the provisions of the delivery contract.
2. The method and place of delivery/collection of the Goods shall be specified in the contract.
3. Delays in delivery due to force majeure, strikes, production stoppages, shortages of raw materials, non-performance of contracts by the Supplier’s business partners, interference of state institutions, as well as due to events, which significantly complicate the delivery, including changes in the Recipient’s order, which the Supplier cannot be held responsible for, shall entitle the Supplier to exercise the option to extend the delivery date by the length of the delay and the relevant time necessary to re-implement the activities – should the above-mentioned circumstances occur.
4. Should the delivery not be completed on time, the Supplier shall notify the Recipient of a new date of order completion.
5. The Supplier reserves the right to withdraw from the contract in case of force majeure, strikes, production stoppages, lack of raw materials, failure to meet contracts by the Supplier’s business partners, interference of state institutions, as well as due to events, which significantly complicate the delivery and which the Supplier was not able to foresee when concluding the contract. In such case, the Supplier shall notify the Recipient of withdrawal from the contract in the same manner as provided for conclusion of the contract, as soon as it obtains information on occurrence of the aforesaid circumstances.

§5

CONTRACTUAL PENALTY

1. In case of the Recipient’s delay with collecting the goods on time, the Supplier shall be entitled to charge a contractual penalty in the amount of 1% of the value of the goods not collected on time for each day of delay, counting from the day following the date when the goods should have been collected.

§6

DOCUMENTING DELIVERY/RECEIPT OF GOODS. SALE DOCUMENTS

1. Delivery/receipt of goods shall be confirmed by a “goods receipt note” issued by the Supplier.
2. The Recipient shall acknowledge receipt of goods by stamping the “goods receipt note” and putting a legible signature by an authorised person accepting the delivery. In addition, the date of acceptance of the delivery shall be entered on the goods receipt note.
3. Each delivery/receipt shall require an invoice.
4. Invoices shall be sent electronically or by mail to the address indicated by the Recipient.
5. Quality certificates shall be attached to each delivery or sent electronically.

§7

COMPLAINTS

1. The Buyer shall have the right to lodge a complaint in relation to the goods received. Submission of a complaint shall require following the procedure described in the contractual provisions below.
2. The Recipient shall undertake to verify the quality of the collective packaging at the time of delivery acceptance. In case of any discrepancies, the Recipient should make an appropriate annotation on the goods receipt note. The documents should be sent to the Supplier no later than within 3 days from the date of finding the discrepancy.
3. The Recipient shall undertake to verify the quantity of delivered goods at the time of delivery acceptance. In case of any discrepancies, the Recipient should make an appropriate annotation on the goods receipt note. The documents should be sent to the Supplier no later than within 3 days from the date of finding the discrepancy. Should the Recipient fail to comply with this obligation, the Supplier shall not be liable for non-compliance of the goods in terms of quantity.
4. The Recipient undertakes to verify the quality of the goods. In case of any discrepancies, the Recipient shall notify the Supplier thereof using electronic communication to the indicated e-mail address. Documents including confirmation of discrepancies should be sent to the Supplier no later than 14 working days from the date of delivery.
5. The Supplier shall handle the complaint within 14 working days from the date of receipt of the complaint document (as described above) and shall send a reply to the Recipient within that period. The condition for claim settlement shall be making all defective goods available by the Recipient upon the Supplier’s request.
6. Goods may not be returned without the prior written consent of the supplier. Storage costs shall be covered by the Recipient.
7. Should the analysis of the cause of the complaint require additional actions, for example: consultations with suppliers of components or services, tests, analyses etc., the time for completion of the complaint procedure may be extended.
8. Should the complaint not be confirmed, the costs of the complaint shall be covered by the Buyer.
9. The complaint shall not be the reason for withholding payment.

§8

FINANCIAL SETTLEMENT

1. Payment for delivered goods shall be made by transfer to the account indicated by the Supplier, on the basis of an invoice.
2. Payment shall be deemed to have been made at the moment of crediting the Supplier’s bank account.
3. In the event of non-payment in whole or in part for any goods delivered, the Supplier shall be entitled to withhold acceptance of any subsequent order or to suspend performance of any accepted order until payment is made in full, or to withdraw from any contract, agreement, delivery or order without any consequences.

§9

RISK OF LOSS OR DAMAGE

1. The risk of loss or damage to the goods shall pass from the Supplier to the Recipient depending on the Incoterms® 2020 rule applied in the Delivery Contract.
2. In the case of personal collection of goods by the Recipient, the risk of loss of or damage to the goods shall pass to it at the time of delivery.
3. The Parties may agree in the contract that the transport of goods shall be carried out by the Buyer (personally or by an external carrier). As soon as the Buyer or the Carrier indicated by the Buyer accepts the goods, the Buyer shall bear the burden of maintaining the goods in undamaged condition and the risk of their loss, destruction or damage. Should the situations described in the preceding sentence arise, the Buyer shall have no financial claim towards Bromex.

§10

SUPPLIER’S LIABILITY

1. The Supplier shall be liable for failure to perform or improper performance of its obligations under the contract concluded with the Recipient, resulting from its culpable action or omission.
2. The liability shall be limited only to the actual damage of the Recipient, however, not higher than the value of the non-executed or improperly executed order or other obligation of the Supplier.

§11

FINAL PROVISIONS

1. Severability Clause: Should any provision be found to be invalid, illegal, this shall not affect the validity of further provisions hereof.
2. In the situation described in the preceding sentence, the Parties undertake to adopt such provisions that reflect the prior will of the Parties in an effective manner.
3. The Buyer shall be obliged to maintain confidentiality with respect to all information concerning the contract concluded with Bromex. The Buyer undertakes to use its best endeavours and to implement procedures to fulfil the obligation arising from the first sentence.
4. When placing an order, the Parties shall indicate their address details, phone numbers and e-mail addresses. In the absence of indication of the above data, the Parties shall consider the address data resulting from relevant registers and records as appropriate.
5. In case of application of the General Terms and Conditions of Purchase by the Recipient to a delivery contract, these GTCSD shall prevail.
6. The exclusively applicable law shall be Polish law.
7. Any disputes arising between the Parties in connection with conclusion or performance of the contract shall be considered exclusively by Polish common courts, provided that, within the scope of common courts’ jurisdiction, the Parties shall submit any disputes to be settled by a court having jurisdiction over the Supplier’s registered office.
8. In matters not regulated herein, the provisions of the Civil Code and other applicable regulations shall apply.