GENERAL TERMS OF SALE

General terms of sale

WOLFTEN Spółka z ograniczoną odpowiedzialnością (“WOLFTEN Sp. z o.o.”) based in Wroclaw, Poland

1. General

1.1 These General Terms of Sale apply to sales and delivery contracts concluded by WOLFTEN Sp. z o. o. based in Wroclaw on the basis of agreements with entrepreneurs, i.e. natural persons, legal entities, and organizational units that are not legal persons but are conferred with legal capacity by an act of parliament or equivalent regulation, conducting business or professional activities in their own name, and the contracts in question are of a professional nature for them.

1.2 For the purposes of these Terms and Conditions, the following definitions are introduced: 

• GTS – General Terms of Sale of Wolften Sp. z o.o.;

 

• Seller – WOLFTEN sp. z o. o. based in Wrocław (address: ul. Buforowa 125, hall 5, 52 -131 Wrocław), entered into the Register of Entrepreneurs of the National Court Register kept by the District Court for Wrocław – Fabryczna in Wrocław, 6th Commercial Division of the National Court Register under KRS number: 0000604080, REGON: 020722350, NIP: 8942937188, BDO 000150172, with share capital of PLN 100,000.00;
• Buyer – any entrepreneur which places an order with the Seller while also being party to a purchase or delivery contract;

 

• Parties – the Buyer and the Seller;
• Written Notice – a notice made in writing to the premises of the party to which it is addressed, handed to their representative, or via a postal operator or a courier service provider, or sent by facsimile transmission or electronic mail to an e-mail address; 
• Written Request – a request made in writing to the premises of the party to which it is addressed, handed to their representative, or via a postal operator or a courier service provider, or sent by facsimile transmission or electronic mail to an e-mail address;

 

• Contract – an agreement between the Seller and the Buyer.

 

2. Scope 

2.1 These GTS define the standard conditions, under which the Seller delivers goods or services to the Buyer; they apply to all price offers and sale offers, unless otherwise agreed in writing.

2.2 Non-compliance with the law or unenforceability of any of the provisions contained herein shall not affect the validity of the remaining provisions of the GTS.

2.3 Acceptance of the GTS for one contract shall be transferred onto all further orders and sale contracts of the Buyer until their content is changed or the acceptance is canceled in writing.

2.4 These GTS exclude the use of other contractual templates (general contract terms, conditions of sale, contract templates, regulations, etc.) used or established by the Buyer, and in case of any doubt, these GTS shall prevail.

3. Offers and orders 

3.1 Offers for goods made by the Seller are valid for a period of 7 (seven) days from the date of receipt by the Buyer or until the stock is exhausted. The offer expires when the Buyer does not accept the offer by submitting a written order (hereinafter the “Order”) within 7 (seven) days, or when the Seller’s or the manufacturer’s stock is exhausted.

3.2 Offers submitted by the Seller in response to the Buyer’s inquiry are valid only together with these GTS. Failure to cancel the Order in writing immediately after receiving these GTS results in their acceptance by the Buyer.

3.3 Buyer’s resignation from their Order is not possible once the Order’s execution has commenced. Any declaration submitted in this respect does not have any effect on the relations between the Parties.

3.4 Within the limits adopted in commercial relations or within the scope of normal production, slight deviations of the delivered goods in terms of size, weight or other properties in relation to designs, drawings, measures, weights and other technical specifications may occur. Deliveries increased or decreased by up to 10% are considered consistent with the Order and the Buyer is obliged to accept them and pay their price.

4. Price and payment 

4.1 The prices of the offered goods are calculated individually on a per-case basis.

4.2 Any increases in the purchase costs of the goods covered by the Order, for which the Seller is not responsible (for example, an increase in import duties, an increase in price resulting from changes in exchange rates) shall be borne by the Buyer.

4.3 In the situation described in paragraph 3.4 of these GTS, the Seller will increase or decrease the agreed price pro-rata by up to 10%.

4.4 Sales invoices must in principle be paid in the issuing currency by the date specified on the invoice. In case the Buyer has placed an Order in the currency of the offer but during invoicing requires an invoice in PLN, the value of the invoice in PLN is determined according to the sales rate of foreign currencies announced by the National Bank of Poland (NBP table C) on the day preceding the day of issuance of the invoice.

4.5 In the event of a delay in payment, the Buyer will be automatically charged with interest. The charge will be made from the day following the payment deadline.

4.6 The date of payment is understood as the moment when the payment is credited to the Seller’s bank account. 

4.7 Failure to settle any amounts due within the time specified on the invoice will authorize the Seller to interrupt the supply of goods or services and halt the execution of already accepted Orders. The Seller may make the execution of a new Order placed by a Buyer who is in arrears or pays invoices with delay conditional on the payment of an advance for the Buyer’s new Order.

5. Transport and delivery 

5.1 The delivery dates indicated in the offer are approximate.

5.2 Extending the completion date of the Order due to circumstances beyond Seller’s responsibility does not give rise to any claims for damages or penalties, nor can it be the basis for withdrawal from the Contract.

5.3 The Order is considered completed upon releasing the goods from the Seller’s warehouse.

5.4 The Buyer is obliged to collect ordered goods within 14 (fourteen) days upon receiving written notification by the Seller stipulating the readiness of the goods to be collected.
If the Buyer has placed a framework order, based on which they order a specific quantity of goods with the provision that the Seller will supply goods in batches, the Buyer is obliged to collect the ordered goods no later than within 12 (twelve) days from the date of notifying them by the Seller about the readiness of the goods to be collected, unless the parties agree on a different date.

5.5 Failure to collect the goods by the Buyer within the time limit specified in paragraph 5.4 above will result in charging a contractual penalty in the amount of 1% (one percent) of the gross value of the Order for each commenced monthly period of delay counted from the day following the lapse of 14 (fourteen) days from notification to the date of collection. The amount of the contractual penalty may not exceed the Order value.

5.6 Upon receipt of the goods, the Buyer is obliged to carefully check the quantity and quality of the goods. The signing of the external release document by the Buyer confirms the compliance of the goods with the Order in terms of quantity and the absence of visible defects of the goods.

5.7 The costs of transportation from the Seller’s warehouse to the destination are borne by the Buyer.

5.8 At the Buyer’s written request, the Seller will release the subject of the Order to a transport company acting on behalf of the Buyer. In this case, the order is considered completed the moment of handing over the goods to the transport company. From that moment on, the risk of damage or loss of the goods is borne by the Buyer.

5.9 In a situation where the transport is organized by the Buyer and the goods are transported outside Poland, the Buyer is obliged, immediately after the completion of transport, to provide the Seller with documents confirming the actual delivery of the goods to the destination (including the VAT invoice for the transport service, a CMR document, and a statement indicating the moment of delivery of the goods to the destination).

6.  Technical consulting 

6.1 The Seller does not provide technical consulting services. The Buyer is obliged to know the technical parameters to be met by the ordered goods. The Seller is obliged to provide the Buyer with the goods in accordance with their Order, and the deviation of the parameters of the goods remaining within the offered standard does not constitute a defect of the goods and cannot be the basis for any claims against the Seller.

6.2 The Seller is not responsible for the correct selection of the goods by the Buyer or for the correct use of the goods by the Buyer. 

7. Warranty and complaints
 
7.1 The Seller guarantees that the goods sold are of good quality and correspond to the information provided by the Seller about the goods. The goods carry the Seller’s markings.

7.2 The Seller grants a twelve-month warranty for the goods, which is covered by the Contract.
7.3 The warranty is provided under the following conditions:

• The Buyer transported, stored, reloaded and used the goods in accordance with the recommendations provided to the Buyer by the Seller and the general rules in this regard.
• The goods covered by the complaint have the Seller’s markings;

7.4 Filing a complaint requires a Written Notice, else the complaint is null and void.

7.5 The complaint must be submitted within 14 (fourteen) days from the discovery of the defect, else the complaint is null and void.

7.6 The Seller is obliged to respond to the complaint within 30 (thirty) days from its receipt.

7.7 The Buyer is obliged to enable the Seller to properly examine the goods in question and this includes the surfaces on which they are stored.

7.8 The seller is not responsible for mechanical damage to the goods, as well as damage caused by high temperatures, electromechanical contamination or friction.

7.9 If the complaint is justified, the Seller, upon its discretion (but consulted with the Buyer) will reduce the price of the goods (depending on the loss of value), replace the goods with new goods, within an agreed time-frame or will provide a refund for the defective goods.

7.10 If the complaint turns out to be groundless and eventually is not accepted by the Seller, the Buyer shall be charged with the costs incurred by the Seller in relation to the complaint handling.

7.11 Seller’s liability under the warranty for physical and legal defects of the goods is excluded.

8. Certificates

8.1 Along with the goods, the Buyer will receive a certificate of compliance covered by the Contract, including the parameters provided by the manufacturer.

8.2 Upon Buyer’s Written Rrequest, the Seller shall provide, within 14 (fourteen) days of receipt of such request, a photocopy of the certificates of the goods covered by the Contract.

8.3 The Buyer may submit a Written Rrequest for a photocopy of certificates within 30 (thirty) days of the Seller’s delivery of the goods to the Buyer or to a shipping company acting on their behalf. 

9. Jurisdiction and the governing law 

9.1 The Contract as well as these GTS are governed by the Polish law. The Parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The sole jurisdiction over matters arising from the Contract is the court having material jurisdiction in Wrocław.

10. GDPR information clause

10.1 The Parties declare that the moment any personal data is made available by one of the Parties to the other, the other Party becomes an administrator of the personal data. The personal data may be indicated in the Contract summary or in the invoice or in the content of the Order (hereinafter, collectively, the “Document”) in relation to persons authorized to represent the Parties and indicated in the Document as well as to contact persons or persons performing the Contract on their behalf.

10.2 The Parties will process and secure the personal data referred to in sub-paragraph 1 above in accordance with applicable legal provisions regarding the protection of personal data.

10.3 Each of the data controllers referred to in sub-paragraph 1 above, upon making them available, will process personal data solely for the purpose of implementing the Contract, in particular for the correct identification of persons authorized to represent the other Party.

10.4 Each data controller referred to in sub-paragraph 1 undertakes to inform on behalf of the other Party the persons whose data it indicates in the Document or makes available in connection with the Contract for the purposes of determining the method of providing the service or for contacts, about the transfer of personal data of these persons to the other Party, the purpose and scope of data collection, the source of data, the law access to the content of personal data and their correction, the possibility of submitting a request to discontinue the processing of personal data or to object to the processing of personal data in accordance with applicable provisions on the protection of personal data, and any other information that the data controller (data recipient) should provide to the data subject in accordance with Art. 14 GDPR.

10.5 The Seller’s information clause constitutes Appendix 1 to these GTS.

11. Final provisions

11.1 If these GTS are also written in a language other than Polish, in the event of a dispute the Polish version of the GTS will apply.

11.2 The Buyer may not, without the Seller’s consent, transfer knowledge or information obtained as a result of business contacts with the Seller to third parties in matters covered by trade secrets.

11.3 The Buyer will not, during the term of the contract or after its termination, disseminate, disclose or use any information the dissemination, disclosure or use of which could in any way damage the reputation of the Seller or otherwise cause damage to the Seller, even if such information does not constitute a business secret of the Seller.

11.4 These GTS come into force on 01.05.2024.