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General terms and conditions

GENERAL TERMS AND CONDITIONS
of Boryszew S.A. Oddział Nowoczesne Produkty Aluminiowe Skawina
since 6.05.2020

1. The Buyer hereby engages the Seller to provide Goods as precisely set forth in the Contract executed by the
Parties. The Contract and General Terms and Conditions of Sale shall control over any inconsistent, additional
or different terms or conditions that appear on any quotation, acknowledgement, proposal, invoice or other
communication received from the Buyer. Any additional or different provisions contained in such documents
that purport to alter or vary any of the terms and conditions of the Contract or General Terms and Conditions
of Sale are hereby rejected and objected to in advance and shall not become a part of the Parties’ agreement
unless otherwise specifically agreed in a writing signed by both parties. All capitalized terms not defined
herein shall have the meanings set forth in the Contract.

2. Either Party may at any time notify the other Party via email of a change of the Contact Data specified in the
Contract and the new Contact Data to which notice shall be given to beforehand.

3. The Parties may at any time amend the Delivery Schedule and/or the Quantity of a given Delivery. No such
amendment shall be valid or effective unless mutually and explicitly agreed by the Parties via email.

4. Goods shall be delivered within the amount of the Credit Limit granted to the Buyer by the Seller’s
insurance/factoring company for all obligations of the Buyer set forth herein and in separate purchase
order(s) or other transactional document(s) submitted by the Buyer, regardless of the contractual or legal
basis, in the amount set forth in the Contract. In the case the Seller’s insurance/factoring company decreases
the amount of the Credit Limit, the Seller is authorized to decrease the Credit Limit set forth herein by
notifying the Buyer of the above via email. Such an amendment does not require execution of a written
amendment to the Contract. In the case the Buyer exceeds the abovementioned Credit Limit, the Seller is
authorized to withhold further deliveries until, at the Seller’s choice, (i) the Buyer pays the fees due for each
further Delivery in advance in full; or (ii) the Buyer settles the amount by which the Buyer exceeded the
Credit Limit and by doing so it releases a respective part of the actual Credit Limit.

5. In case the delivery shall be in accordance with FCA Skawina Incoterms 2010, following rules shall apply:

1) the Seller shall notify the Buyer via fax or via email that Goods are ready for delivery, not later than five
(5) days before the planned date of delivery;

2) the Buyer shall collect Goods from the Seller on the date of provided by the Seller in the notification as
per Clause 1), at his own risk and expense;

3) immediately upon receiving the Seller’s notification as per Clause 1) the Buyer shall notify the Seller via
fax or via email of the carrier, the registration number of the carrier’s vehicle and the data of a driver of
the vehicle (at least name, surname, ID card number) authorized by the Buyer to collect Goods from the
Seller, not later than 1 (one) day before the planned date of the delivery set forth as per Clause 1);

4) the Seller is authorized and obliged to hand over Goods solely to the driver authorized to collect Goods
and to load Goods to the vehicle as set forth by the Buyer in the notification issued as per Clause 3);

5) if the Buyer fails to notify the Seller as per Clause 3); or the actual data of the carrier, vehicle or the driver
fails to be consistent with the data provided by the Buyer as per Clause 3), the Seller is authorized to
refuse to release Goods, and such a case is considered to be the Buyer’s delay in collecting Goods.

6. All claims concerning the quantity of Goods delivered pursuant to the Contract shall be notified to the Seller
at the time of Delivery in a waybill or other document confirming the delivery of Goods. All claims concerning
the quality of Goods delivered pursuant to the Contract shall be notified to the Seller in writing within 14
days upon the date of Delivery of Goods to which the claim pertains. Any claims notified to the Seller after
the dates set forth above shall not be accepted. All claims concerning quantity or quality of Goods delivered
pursuant to the Contract shall be submitted to the Seller in writing and it shall contain a proper description
and photograph(s) (if relevant). The Seller shall respond the Buyer’s claim within 14 days upon receipt of
respective notification. The above period shall be calculated only upon receiving notification that includes
exhaustive description and full documentation justifying the claim. The failure on the part of the Seller to
respond to the Buyer’s claim within the above term, shall not constitute any sort of acceptance of the claim
and no such legal effects can be inferred therefrom.

7. In the case the Seller finds the claim justified, the Seller shall either deliver to the Buyer the missing quantity
of Goods in the amount set forth by the Buyer’s claim; or it shall replace the defective Goods with Goods
free from defects; or it shall reduce the price of Goods with respect of Goods set forth by the Buyer’s claim,
not later than 30 (thirty) days upon receiving the claim. Filing a claim shall not constitute a reason to suspend
or withhold any payment due to the Seller.

8. The Parties allow quantitative deviations of the delivered Goods by +/- 3% in relation to the quantity for a
given delivery according to the Agreement.

9. The Seller shall be liable for defects of Goods, including quality of Goods, for the period of 6 (six) months
commencing upon the date of Delivery. The Seller shall not be liable for defects in Goods resulting from the
misuse of Goods by the Buyer. The misuse of Goods by the Buyer shall be understood as the usage of Goods
that is not compliant with the technological documentations provided by the Buyer. The statutory warranty
for defects of Goods shall not cover defects caused by Buyer by breaching the terms and conditions of the
Transportation and Storage Instruction provided by the Seller at the following website:
www.npa.pl/downloads.

10. If the Buyer fails to pay to the Seller any amount that is due in accordance with the Contract, (i) the Seller
shall have the right to withhold any or all deliveries, even deliveries that have been already confirmed, until
the full payment of the due amount is settled without incurring any liability whatsoever to the Buyer for nondelivery or any delay in delivery, (ii) the agreed date of Delivery shall be extended by the length of time by
which the due payment was delayed, (iii) the Seller is entitled to charge interest on any such overdue
payment at the rate set forth in the Contract and the Buyer is obliged to pay such interest.

11. Seller’s liability for the late delivery, quantity and quality of Goods shall not exceed the total net price of
Goods paid or payable by the Buyer to the Seller in accordance with this Contract.

12. Title and property in Goods shall pass to the Buyer at the moment of the Delivery of Goods.

13. Should the Buyer fail to collect Goods and/or to order Goods in amount set forth in the Contract, the Seller
is authorized to set the additional deadline for the Buyer for collecting and/or ordering such Goods in a proper and/or timely manner, not shorter however than 7 days. Should the Buyer fail to collect and/or order
the Goods within the additional deadline set by the Seller, the Seller is authorized to charge the Buyer the
fee in the amount of 1% total net price of given Goods per each commenced week of delay. Should the Buyer
fail to collect and/or to order Goods during such additional period and such delay exceeds two months, the
Seller is authorized to terminate the Contract in whole or in part, with immediate effect. In such a case, the
Seller is authorized to charge the Buyer a contractual penalty in the amount of 10% of a total net price of
Goods not collected and/or not ordered by the Buyer in accordance with the Contract. Total amount of
contractual penalty imposed by the Seller may not exceed 10% of a total net price of Goods not collected
and/or not ordered by the Buyer in accordance with the Contract. Contractual penalties set forth herein shall
not preclude the Seller’s right to claim damages in excess of the total amount of the contractual penalties
on the general basis.

14. All bank charges charged by the bank of the Seller shall be paid by the Seller and all the other bank charges
shall be covered by the Buyer.

15. All amounts payable under the invoices shall made: (a) in full without set-off, counterclaim or withholding
of any kind (save where and to the extent that this cannot by law be excluded); (b) in the currency set forth
by the Seller in the Contract; (c) free and clear of any additional fees and other costs; and (d) to the bank
account set forth by the Seller.

16. Parties shall not be liable for full or partial failure to fulfill their obligations under the Contract to the extent
that the performance of or default under such obligations was prevented by Force Majeure. Force Majeure
shall be considered circumstances of the exclusive character that occurred after signing the Contract due to
war; natural disasters (fire, flood, earthquake, epidemic, prohibitive measures of state authorities); action of
government institutions, etc. Party prevented by the Force Majeure shall notify the other Party in the
shortest possible time of the Force Majeure case. Within 14 (fourteen) calendar days thereafter, the
prevented Party shall send (by airmail) to the other Party a document certifying the occurrence of the Force
Majeure. Such document shall be issued by the chamber of commerce or governmental authority relevant
to the location where the Force Majeure occurred. In the case of Force Majeure, all delivery dates and time
schedules under the Contract shall be extended by the period of the Force Majeure. If the Force Majeure
event continues for more than three (3) months, each Party has the right to terminate the Contract with
immediate effect.

17. All information disclosed by one Party to the other Party, both prior to and after the conclusion of the
Contract, arising at the time of conclusion of or during the performance of the Contract, in particular, data
including or referring to the economic, scientific, technical, technological, financial, commercial, legal or
organizational information, as well as the Contract itself, shall be considered as the Confidential Information.
All rights to the Confidential Information shall belong to the Party disclosing such information and such a
disclosure does not transfer the ownership to Confidential Information to the other Party nor create any
rights for the receiving Party, including but not limited to any intellectual or industrial property rights, related
rights or any other. Parties are entitled to use the Confidential Information solely for the purpose of the
performance of the Contract and solely to the extent required for such purpose. Each Party shall keep the
Confidential Information in absolute secrecy, in particular, shall not publish, transfer, disclose or communicate any Confidential Information to any third party, without obtaining a prior written (under the
pain of nullity) consent of the other Party. In the absence of a clear indication that the specific information
shall constitute the Confidential Information, it shall be presumed that this information does constitute
Confidential Information unless the disclosing Party states in writing that the specific information is not the
Confidential Information. The obligation of confidentiality set forth in this clause shall be binding for an
indefinite period of time and shall not be the subject to dissolution, termination or withdrawal,
notwithstanding the expiration, dissolution, termination of or withdrawal from other agreements concluded
between the Parties.

18. All amendments to this Contract shall be in writing under pain of nullity, unless the Contract provides
otherwise.

19. The Contract shall be governed and interpreted in accordance with Polish law. The provisions of the United
Nations Convention on the Contracts for the International Sale of Goods as of 11.04.1980 shall not apply
hereto. Any disputes that may arise on the basis or in relation to the Contract shall be settled by a Polish
common court of law with territorial competence over the city of Cracow.

20. The Seller may assign its rights and obligations under the Contract to a third party by prior written
notification. In such case the rights and obligations of the Seller arising from the Contract are valid and shall
be binding upon its legal successors or permitted assigns.

21. This Contract was made in two (2) original counterparts, one for each Party and it is executed by their duly
authorized representatives.

22. The Contract enters into force on the date when the last Party places its signature hereunder. 

 

 

Boryszew S.A. Oddział Nowoczesne Produkty Aluminiowe Skawina
32-050 Skawina
ul. Piłsudskiego 23

tel. +48 12 2760 802
tel. +48 12 2760 808
fax. +48 12 2760 888
e-mail: info@npa.pl

TAX ID PL837 000 06 34
KRS 0000063824
REGON 750010992-00108
BDO 000006683

All proprietary copyrights restricted to Boryszew S.A. Oddział Nowoczesne Produkty Aluminiowe Skawina with registered seat in Skawina.