General conditions of sales and supplies
The present conditions are valid to the extend in which the parties have not otherwise stipulated their rights and duties in the agreement (offer).
1. Offer and conclusion of transaction
- The Present General Conditions of Sales and Supplies are valid in respect to product sale agreements, delivery agreements and any other agreements made between solvachem sp. z o.o. as a Seller and its Clients.
- Catalogues, drawings, advertising materials presented by solvachem sp. z o.o. are not binding and are not offers in the understanding of art. 66 § 1 of Civil Code.
- solvachem sp. z o.o. is not bound in any extend by general conditions of contracts, sample contracts or regulations, which are used by the Clients unless it has clearly agreed in writing to accept their validity.
- If an order is placed by the Client a contract is made only if solvachem sp. z o.o. confirms acceptance of the order or the goods ordered are delivered. Placing an order means acceptance of all the provisions of the present General Conditions by the ordering party.
- Placing an order with solvachem sp. z o.o. for the first time the Client is obliged to supply with the order certified by him copies of the following documents:
- extract from business activity register or a copy from National Court Register
- decision on Tax Identification Number registration,
- certificate of REGON Statistical Number registration.
- solvachem sp. z o.o. has the right to suspend execution of an order/contract if the Client fails to supply all the 6 documents stipulated above in pt.
- Orders are accepted exclusively in a written form (via mail or fax).
- The execution date for placed orders is set each time by solvachem sp. z o.o. In order to be binding conditions and the execution date are to be confirmed each time by solvachem sp. z o.o..
- The Client is obliged to:
- update regularly registration ( copy) from the appropriate register in respect to conducted business activities,
- update regularly REGON Statistical Number and decision on Tax Identification Number registration,
- inform in writing about every event (fact) influencing Client’s financial situation, including in particular any impediments in financial liquidity or Client’s solvency, threat of bankruptcy or liquidation and if there is submitted any petition in bankruptcy or liquidation concerning Client in respect to conducted business activities.
2. Terms of payment
- All the prices given by solvachem sp. z o.o. are net prices and are ex warehouse solvachem sp. z o.o.
- The prices quoted do not include packaging, loading, insurance, transport costs, duties and possible taxes and other public and legal payments.
- All the prices are expressed in PLN unless the contract or price lists stipulate a different currency. Client’s obligation to execute the payment in the contractual currency will not be satisfied by the fact that solvadis polska receives payment in a currency different than the contractual currency.
- In case of extraordinary increase in costs of solvachem sp. z o.o. resulting from raise in prices of suppliers of solvachem sp. z o.o., freight costs, increase of public levies or payments, or changes in exchange rates, solvachem sp. z o.o. has the right to withdraw from the contract concluded with the Client, if the Client does not give his consent to change the previously agreed prices.
- As a rule payments will be executed against VAT invoices issued by solvachem sp. z o.o. on the day of delivery of the goods to the Client and made on the conditions stipulated below, unless the Parties agree other payment conditions in the contract.
- Payment execution day is the day the sum due is received at the account of solvachem sp. z o.o. The costs of wire transfer are on the contractor. The costs of Client’s bank related to execution of payments are on the Client, the bank costs of beneficiary of the payments are on solvachem sp. z o.o.
- solvachem sp. z o.o. has the right to condition execution of Order on prior advance payment of a stipulated sum or expressed in percentage of the total value of the order.
- Unless clearly agreed otherwise, for the purpose of issuing invoices or settlements, they will be based on the results of measurements, weights, quantity and quality data stipulated in documents made available by solvachem sp. z o.o. or its suppliers.
- Client has no right to withhold or compensate payment on the basis of any counterclaims, including guarantee claims unless such counterclaims have been approved by solvachem sp. z o.o. in writing or they have been ascertained by a valid court sentence.
- If the Client executes payments in a way inconsistent with the provisions of the contract or if there has been submitted a petition in bankruptcy against the Client or if solvachem sp. z o.o. becomes aware about any circumstances that may cause any doubts as to Client’s solvency or credit capacity or relating to Client’s ability to meet his contractual obligations, solvachem sp. z o.o. – regardless any other rights and claims solvachem sp. z o.o. is entitled to – may partly or completely withdraw from any contracts concluded with the Client; instead of this solvachem sp. z o.o. may suspend execution of such contracts, condition readiness of solvachem sp. z o.o. to perform services on execution of advance payments or on establishing of an appropriate colaterall by the Client or to call for immediate settlement of all his amounts resulting from binding business relations.
- The Buyer is considered to be delayed with payment if he does not pay the entire price in time stipulated in the invoice as payment date. In case of any delays in payment the Client will be obliged to pay statutory interest on the outstanding gross sum.
- In the absence of contrary provisions the place of payment is the registered office of solvachem sp. z o.o.
3. Conditions for execution of deliveries
- As long as the contract does not stipulate other provisions, the contractor is obliged to collect ordered goods form the warehouse indicated by solvachem sp. z o.o. on the agreed day with his own transport or by a forwarding agent. If the contractor fails to indicate the forwarding agent solvachem sp. z o.o. can dispatch the goods with the forwarding agent it usually uses re-invoicing delivery costs.
- All the shipments are executed at the buyer’s risk.
- The place proper for satisfaction of obligations is the agreed place of delivery / collection.
- The goods made available or despatched to Client are not subject to returns or exchange with the exception of situations stipulated below.
- If the goods are not collected by the contractor in the agreed time solvachem sp. z o.o. – as long as it is possible – will store the goods at the expense and risk of the client (the risk of accidental loss or damage to the goods passes on the contractor at the due time when, according to the agreement, the Client was to collect the goods) or solvachem sp. z o.o. has the right to set additional time for the contractor to collect the ordered goods. At the same time solvachem sp. z o.o. has the right to claim from the Client payment of a contractual penalty in the amount of 5 % of the gross value of the goods ordered by the Client for every day of delay in collection of the goods, and the Client is obliged to pay this compensation on the first written request of solvachem sp. z o.o. Payment of the contractual penalty stipulated above does not waive any of solvachem sp. z o.o.’s rights to claim compensation under general rules.
- Liability for damages of solvachem sp. z o.o. for inadequate execution of the contract is limited to the price value of the subject of the contract. solvachem sp. z o.o. is not liable for any possible loss of benefits that may be consequence of inadequate execution of the contract.
- In case of DAP/DDP (Delivered at Place/Delivered Duty Paid) deliveries, deliveries are understood to be madeto the place of unloading. Responsibility for immediate and proper unloading is solely on the Client.
- If delivery is executed by railway tank solvachem sp. z o.o. reserves itself the right to choose the tank’s size. The Client is obliged to empty the tank completely immediately after its arrival, and, in case of lack of any other arrangements, to send it to the dispatch address as agreed. The tanks used by solvachem sp. z o.o. are made available for the period of 72 hours without rent charges unless otherwise agreed. If within the time stipulated above, the tanks are not returned emptied a daily rent for a tank in the sum of 30 euro will be charged for every begun day. The Client cannot use the tanks used by solvachem sp. z o.o. for his own purpose nor for the purpose of any third parties.
- The Client undertakes to obtain it the right time before the beginning of execution of deliveries by solvachem sp. z o.o. all the consents, permits, licenses required by the law or useful in order to execute export or other form of performing services by the Client under the conditions stipulated in the present contract, sustain validity of the obtained licenses, permits and consents as well as present them upon request of solvachem sp. z o.o.
4. Force Majeure
- In case of events occurring without fault of any of the parties or resulting from force majeure, which will make it impossible for solvachem sp. z o.o.or its suppliers execution of deliveries or transport, solvachem sp. z o.o. is released from execution of deliveries without any obligations.
- The notion of force majeure is understood to encompass also such events which can cause incommensurate costs as well as legal actions, production hold-ups, lack of raw materials, problems with organization of transport and damage to machinery.
- Events of force majeure related to suppliers of solvachem sp. z o.o. will be treated as events of force majeure of solvachem sp. z o.o.
- After events of force majeure cease solvachem sp. z o.o. will deliver to the Client subject and undelivered quantities within the contractual provisions unless otherwise agreed by the parties.
5. Ownership reservations
- The goods delivered by solvachem sp. z o.o. remain property of solvachem sp. z o.o. until all the claims related to their sale are satisfied.
- Until payment of the full purchase price is executed the Client is obliged to store the goods and to stock it separately as well as to mark it in a visible manner as property of solvachem sp. z o.o.
- In case of combining, mixing or processing of the goods subject to ownership reservations by the Client, or in case of combining and processing with other goods, solvachem sp. z o.o. will have the right of co-ownership in the goods obtained in such a way in the proportion of accounting value of the goods subject to ownership reservations to other goods.
- Client’s right to dispose the goods subject to ownership reservations, as well as processing, converting, combining and mixing and the right to execute transferred liabilities expires automatically in case of failing to conform to payment conditions, unauthorised disposal of goods subject to ownership reservations and when there has been submitted a petition in bankruptcy against the Client.
- In case of failing to conform to payment conditions, unauthorised disposal of goods subject to ownership reservations and when there has been submitted a petition in bankruptcy against the Client solvachem sp. z o.o. reserves itself the right to immediately take over the goods subject to ownership reservations, to enter the Client’s factory premisses in order to execute the take over, to demand presentation of adequate information about the goods subject to ownership reservations to solvachem sp. z o.o., as well as to take over possible payments for the resold goods, have access to Clients account books as long as it can be helpful in securing the rights of solvachem sp. z o.o.
- If the applicable law does not allow for creation of ownership reservations or it does not allow it in the form stipulated above, the Client undertakes to, upon request of solvachem sp. z o.o., ensure establishing of other suitable security, e.i collateral security of liabilities.
- If the value of securities established for solvachem sp. z o.o. exceeds aggregate value of liabilities by 20%, then upon Client’s request solvachem sp. z o.o. will be obliged to release the surplus of securities.
- The Client hereby irrevocably authorises solvachem sp. z o.o. to undertake any actions solvachem sp. z o.o. will consider to be necessary to mark solvachem sp. z o.o.’s ownership reservations on the goods as well as other collateral securities of liabilities.
6. Obligation of control and complaints
- Complaints can be made in respect to goods which have been qualified as damaged or inconsistent with the order.
- Defects in part of the goods do not entitle to make complaints regarding the whole delivery.
- solvachem sp. z o.o. is not liable for any defects decreasing the value or usability of the goods only by a small degree.
- The Client is obliged to check the ordered goods in respect to quantity at delivery, and in respect to quality within five working days from the delivery date and he has to make complaints within these dates enclosing appropriate documents supporting the complaint.
- The complaint should be made in writing (by fax or electronic mail) stipulating the goods it concerns, quality, reasons for complaint and suggested way of settling it. The Client should return the part of the goods subject to complaint exclusively after having agreed with solvachem sp. z o.o. the way of dispatch and its date. Return dispatch of the part of goods subject to complaint by the Client without prior making of complaint and agreeing on the way and date of the dispatch gives solvachem sp. z o.o. the right to refuse acceptance of the dispatch or to charge the Client with the costs of the return dispatch.
- After the expiry of the terms stipulated in pt 4 of the present paragraph, the client’s rights under the warranty for defects in the subject of the contract expire.
- After 12 months from the delivery date the liability for hidden defects is excluded.
- Upon request of solvachem sp. z o.o. the Claimant is obliged to supply samples of the goods subject to the claim or the claim will not be accepted.
- The claim does not cease payment obligations.
- Solvachem sp. z o.o. is not liable for any claims made by third parties including in particular the parties in whose name the Clients purchased the goods or to whom they resold the goods/services purchased at solvachem sp. z o.o.
- After resale or transfer of the goods to another user liability for any quality and quantity defects passes completely on the Client. The same concerns the goods subject to further processing. Returns of processed in any way goods will not be accepted.
- solvachem sp. z o.o. is liable only to the price value of the goods and only to the Client. Liability to third parties, as long as it does not result from the absolutely binding regulations of statutory law, is excluded.
- If the claim is accepted solvachem sp. z o.o. will, according to its choice, remove the defects or deliver replacement goods free from defects within an agreed time.
- If the obligation stipulated in pt 13 is not met, the Client can appoint in writing additional suitable date for solvachem sp. z o.o. to meet the obligation. After the ineffective expiry of the date or after finished in failure execution of additional service the Client has the right to demand appropriate reduction of price or withdraw from the contract. Other claims of the Client are excluded.
- Claims related to defaults expire after 12 months. It does not concern situation where the rules of law provide for application of longer periods before the expiry.
- solvachem sp. z o.o. does not give any guarantees or declarations concerning possibility of introducing the goods to the market or their usability for particular purposes.
- In case of ceasing in execution of correct or timely deliveries executed to solvachem sp. z o.o., solvachem sp. z o.o. has the right to suspend or repeal the contract or a particular obligation to execute deliveries.
- solvachem sp. z o.o. is not liable for any prohibited actions or for any damages that did not occur in the subject of the delivery, unless the Client proves that solvachem sp. z o.o., its bodies or suppliers assigned special managerial tasks acted deliberately or commited gross negligence.
- Regardless the cause, Solvachem sp. z o.o. is not liable for any indirect damages or loss of profit.
- solvachem sp. z o.o. is not liable for any accidents occurring during unloading of means of transport neither for any damages caused by somebody else’s vehicles transporting the goods. The Client has the right to demand assignment of claims solvachem sp. z o.o. will be entitled to for the injury to any third parties.
- The parties to the contract agree to keep any information they obtained during the execution of the contract secret. solvachem sp. z o.o. has the right to collect, store and use information concerning the client and to transfer this data to third parties for the purposes of carrying accounts and recovery.
- Confidentiality will be observed by the parties also after termination of the present contract irrespective the reasons for its termination.
8. Final provisions
- The place proper for satisfaction of obligations for deliveries of solvachem sp. z o.o. in case of deliveries ex-works is the plant executing delivery (e.i producer’s plant) and in case of deliveries ex-warehouse – the warehouse.
- Any changes and amendments to the contract in order to be legally valid require written form and have to be concluded by authorised representatives of the parties.
- The parties agree to undertake negotiations in case of possible disputes resulting from execution of the contract, including disputes related to interpretation of contractual provisions and validity of its provisions.
- General Conditions are integral part of an agreement concluded between the parties and come in force on the day of conclusion of the contract and are valid until the expiry or termination of the contract.
- The law applicable for settlement of possible disputes resulting from execution of the present contract is the law of Poland, and the court proper for settling of dispute is the court proper for the registered office of solvachem sp. z o.o.
- Possibility to apply the regulations of the United Nations Convention on International Sale of Goods (CISG) is excluded unless otherwise agreed.
- Impossibility to execute one or more of the above conditions or contractual provisions does not influence validity of other conditions or provisions. The parties will replace invalid or impossible to perform conditions by a condition which will be the most consistent with the initial intent.
- solvachem sp. z o.o. is entitled to assign rights under these conditions in part or in a whole to third parties without prior consent of the client.
REGULATIONS APPLICABLE TO THE USE OF THE WEBSITE OF solvachem sp. z o.o.
- The website of solvachem sp. z o.o. available at www.solvachem.pl (the Site), has been prepared to provide the users of the Internet network (the Users) with information concerning solvachem sp. z o.o., description of business activities, products, contact data, etc. The www.solvadis.pl site is exclusive property of solvachem sp. z o.o.
- Terms and conditions applicable to use of the Site are determined in the present Regulations. You are kindly requested to review the Regulations carefully. Your use of the Site indicates your agreement to be bound by these terms and conditions.
- Solvachem sp. z o.o. at any time has the right to introduce changes to the Regulations without informing the Users about the changes, as well as to stop making the Site available at any time without notice.
- Entire content of the Site, and in particular trade marks, texts, graphics and the way the content of the Service is presented, is the intellectual property protected by law in accordance with the Act of 4th February 1994 on Copyright and Related Rights.
- Users of the Site can make use of the site resources exclusively within the limitations indicated in the present Regulations and exclusively for the purpose of personal use. Copying and public dissemination of the Site, in whole or in part, as well as copying and making public documents, images, applications and other resources available at the Site violates the law.
- Any trade names, proper names, trademarks, logotypes, as well as graphic materials, photographs, technical documents, databases, and any other intangible property rights concerning the contents of the Site, including the layout and organization of the Site and the code of the software used, as well as other documents available on the Site constitute copyright property of solvachem sp. z o.o. or other legal entities and are published exclusively for information purposes.
- Copying, modifying, using or making public, irrespective the form, of the above indicated contents of the Site constitutes violation of legal regulations. Use of the whole or any part of the Site or resources available on the Site for purposes other than for personal use requires prior written consent of solvachem sp. z o.o.
LIMITATION OF LIABILITY
- The contents available on the Site have been collected or prepared and published by solvachem sp. z o.o. in good faith, with conviction that they are reliable and credible. However, solvaids polska sp. z o.o. does not give any guarantee, express or implied, nor commercial warranty or suitability for particular purpose with respect to information contained on the Site, including its validity, reliability or completeness. solvachem sp. z o.o. does not accept any liability for information contained on a third party site accessible via a link available on the Website of solvachem sp. z o.o.
- The User uses the Site at his/her exclusive risk. Under no circumstances will solvachem sp. z o.o. be liable for any damages, losses, loss of profit suffered by the User or third parties, resulting from the use or impossibility to use the Site as well as from the use or impossibility to use the information contained on the Site, even if solvachem sp. z o.o. is informed about the possibility of occurrence of such damages. Solvachem sp. z o.o. has the right to make changes to the contents of the Site at any time and without notice.
- The website of solvachem sp. z o.o. uses so called cookie files (cookies), which are small, non-invasive data files, in particular text files, cooperating with the internet browser, located in the memory of the terminal equipment of the User. The data is to optimize the contents of the Site and it is collected for statistical purposes relating to the traffic of the persons visiting the Site.
- Accepting the Website Regulations and opening and using the Site the User gives his/her consent for the use of the above mentioned cookie files. If the User does not agree for such actions he/she should exit the Website or switch off cookies in the browser of his/her equipment. However, switching the cookies off can result in limited functioning of the Site. The information is used exclusively for statistical calculations by solvachem sp. z o.o. or providers of tools for monitoring activities and traffic on the Site.
- Using of e-mail addresses, forms, questionnaires, etc. available on the Site and transmitting information to solvachem sp. z o.o. by their mean is considered to be the consent for solvachem sp. z o.o. to use the e-mail addresses made available for correspondence related purposes.
- Persons sending to solvachem sp. z o.o. information such as comments, remarks and suggestions via the Site acknowledge that the above mentioned information will be treated by sovadis polska sp. z o.o. as public and give their consent for solvachem sp. z o.o. to use the contents of such comments, remarks and suggestions without any limitations.