GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY (EU)

of CHEM INTERNATIONAL Group Companies

 

These General Terms and Conditions of Sale and Provision of Services apply to all transactions of CHEM INTERNATIONAL Group Companies (hereinafter referred to as “Suppliers” or individually as “Supplier”) with their Customers insofar as both parties (relevant Supplier and Customer) have not specified other terms and conditions in their contract (order).

 

1. Trade offer and transaction conclusion

1.1These General Terms and Conditions of Sale and Provision of Services, hereinafter referred to as the General Terms, apply to contracts for the sale of raw materials delivered by Suppliers and deliveries and any other agreements concluded between Suppliers acting as a sellers and theirs Customers acting as buyers.

1.2. All informations presented in catalogues, price lists, announcements and other advertising materials made available by Suppliers are not binding and do not constitute an offer within the meaning of applicable regulations of contract law such as Article 14 (1) of United Nations Convention on Contracts for the International Sale of Goods (CISG).

1.3. Suppliers shall not be bound in any respect by general contract terms, contract templates or regulations applied by Customers and their document templates, unless during the negotiations Supplier agrees in writing to being so bound.

1.4. Whenever the Customer places an order the contract shall only be concluded on the basis of the order signed by the Customer, issued on Supplier form. By placing an order the ordering party accepts all the provisions contained in these General Terms.

1.5. When placing an order for the first time in Supplier the Customer undertakes to provide together with the order certified true copies of the following documents:

–a relevant extract or copy from the register of companies, business register or any other official commercial register of Customer,

–a relevant extract or copy of decision assigning relevant tax Identification number from country of origin,

–any own requirements regarding the delivery and unloading of raw materials.

1.6. Supplier may refuse to complete the order if the Customer does not provide all the documents required in point 1.5.

1.7. Orders of Customers are accepted only in writing, scanning by e-mail.

1.8. The deadline for completing orders shall be determined individually. To be binding, the conditions and date of completion should always be confirmed by Supplier which accepted order.

1.9. The Customer shall be required to inform in writing about each event affecting its financial situation, in particular any financial liquidity or solvency of the Customer, the risk of bankruptcy or liquidation, and when an application is filed in bankruptcy or liquidation proceedings regarding the Customer in relation to his business.

 

2. Payment Terms

2.1. All prices quoted by Suppliers are net prices, to which should be added legal VAT (value added tax) required. Suppliers issue invoices with the relevant applicable VAT rate in country of delivery of the order applicable in a given period, from the goods and services to the account indicated on the order or pro forma invoice or VAT invoice.

2.2. The prices quoted are in accordance with the Incoterms 2020 conditions and, in accordance with their symbol, may include transport, insurance, loading, duty, any taxes and other public-law benefits or not, depending on the Incoterms 2020 conditions, to which the Customer decides in signed order.

2.3. The prices applicable to the Customer are expressed in the currency indicated on the order signed by the Customer. In the event that the price and other amounts resulting from the order are specified in a foreign currency, the possibility of paying these amounts in the Polish currency is excluded.

2.4. In the event of an extraordinary cost increase resulting from higher prices of suppliers, increased freight, increased public levies or fees, or exchange rate fluctuations, Suppliers shall be entitled to withdraw from the contract concluded with the Customer, unless the Customer agrees to change the prices previously agreed upon.

2.5. The basis for making the payment will be a VAT invoice or a pro forma invoice issued by Supplier Company payable on terms specified in the order.

2.6. The payment shall be considered effectively made upon the account of Supplier having been credited with the funds. The Customer bears the costs related to the transfer. The Customer’s bank costs related to payment processing shall be borne by the Customer while the costs of the beneficiary’s bank shall be borne by Supplier.

2.7. Supplier may make the execution of the order contingent upon the down payment in a specified amount or expressed as a percentage of the value of the order agreed upon in the order signed by the Customer.

2.8. Supplier shall issue a VAT invoice pursuant to the applicable provisions of the goods and services and excise tax act.

Unless explicitly agreed otherwise for the purposes of issuing invoices or settlements, the basis will be the results of measurements, weights, quantitative and qualitative data provided in the documentation provided by Supplieror its suppliers.

2.9. The Customer shall not be entitled to suspend or offset payments for any counter-claims, including warranty claims, unless such counter-claims have been acknowledged by Supplier in writing or have been confirmed by a valid court order.

2.10. Whenever the Customer effects payments in a manner inconsistent with the provisions of the agreement or if a petition in bankruptcy has been filed against the Customer or if Supplier has gained knowledge of circumstances which may rise serious doubts as to the solvency or credibility of the Customer or abide by the contractual terms and provisions Supplier shall be entitled to – in addition to its other rights and claims – withdraw in whole or in part from any arrangements made with the Customer and suspend the realization of that type of contracts, make its readiness to perform under the contract contingent upon the payment of advances or the provision of adequate securities by the Customer, or demand the immediate payment of all amounts due on account of the binding business relations.

2.11. Due to the delay in payment, the Customer will be obliged to pay statutory interest on the gross amount claimed.

2.12. All payments will be made by bank transfer to the bank account indicated on the invoice issued by Supplier.

 

3. Terms of delivery

3.1. The place of delivery is each time agreed in the course of negotiations and confirmed by the delivery address signed by the Customer.

3.2. If the Customer has special requirements for unloading goods on its premises, it is obliged to attach its detailed requirements to the order.

3.3. Goods sent to the Customer are not refundable or exchanged except as specified below.

3.4. Whenever the goods fail to be collected by the contractor within the agreed time, Supplier shall – if possible – store the goods against payment at the Customer’s cost and risk (the risk of an accidental loss or damage goes to Customer from the moment when the Customer was supposed to collect the goods). At the same time, Supplier is entitled to claim a contractual penalty of 5% of the gross value of goods ordered by the Customer for each day of the delayed collection of the goods, and the Customer agrees to pay this compensation at the first written request of Supplier. Payment of the contractual penalty, referred to above, does not deprive Supplierof the right to claim compensation on general terms.

3.5. Goods are supposed to be unloaded within 4 hours, with no charge to the Customer. After this time, Supplier has the right to charge the Customer for the downtime.

3.6. In the case of deliveries carried out on the so-called „green light”, when the Customer is required  to pay for the goods on the day of the delivery, the unloading time shall start from the moment the car arrives with the goods at the address indicated by the Customer in the order.

3.7 Suppliers indemnity liability for the improper performance under the contract shall be limited to the value of the order. Suppliers shall not be liable for any lost benefits resulting from the improper performance of the contract.

3.8. In the case of deliveries DAP / DDP (Delivered at Place / Delivered Duty Paidfrom Incoterms 2020), the delivery shall be deemed to be made to the place of the unloading. The Customer shall be  responsible for the immediate and proper unloading.

3.9. If the delivery is carried out with the use of a railway tanker, Suppliers reserves the right to choose the volume of the tanker. The Customer shall be required to completely empty the tanker immediately after its arrival, and – in the absence of other arrangements – to return it to the place of shipment as agreed. Tanks used by Suppliers shall be made available for 72 hours without charge, unless otherwise agreed upon in writing. If, during the above-mentioned period, the tanks fail to be returned empty, the daily rent for the tanker in the amount of EUR 50 shall be charged for each started day. The Customer shall not be allowed to use the tanks used by Suppliers for its own or third-party purposes.

3.10. The Customer agrees to obtain or maintain all permits, permits and licenses required by law prior to the commencement of the delivery by Supplierand to evidence same upon request by Suppliers.

3.11. If the delivery is made with an iso-container, Supplier reserves the right to choose the volume of same. The Customer shall be required to completely empty the iso-container immediately after its arrival. Iso-containers used by Supplier shall be made available for a period of 4 hours without charge unless otherwise agreed upon in writing. After this time, Supplier reserves the right to charge the Customer for the downtime. The Customer shall not be allowed to use tanks used by Suppliers for its own or third-party purposes.

3.12. Regardless of the regulations regarding the transfer of responsibility for goods to the customer, Suppliers reserves the ownership of the goods sold until the full price is paid for it.

 

4. Force majeure

4.1. In the event of unforeseen events arising without the fault of either party, especially circumstances that may cause incommensurable costs or the discontinuation of the production, or shortfall of raw materials, damage to machines, transportation problems, delays in transport or customs clearance of goods, official measures, etc. or due to force majeure, which will prevent Suppliers (CHEM International Group Companies) or its suppliers from completing the order, the deadline for the contract shall be extended by the duration of such circumstances. In addition, Supplier shall be entitled to withdraw from the contract if, as a result of the above-mentioned circumstances, the deadline for completing the order is postponed by more than one month.

4.2. Cases of force majeure regarding Suppliers shall be treated as those of Suppliers (CHEM INTERNATIONAL Group Companies).

4.3. In the event of such circumstances, the date of order completion shall be extended by their duration. After such circumstances cease, Suppliers shall deliver to the Customer the undelivered quantities on the contractual terms, unless the parties agreed otherwise.

 

5. Obligation to inspect and submit complaints

5.1. Goods qualified as damaged or incompatible with the order shall be subject to a warranty claim.

5.2. Defects of a part of goods shall not entitle to complaint about the entire delivery.

5.3. Supplier shall not be responsible for material defects that impair the value or usefulness of the goods to an insignificant extent.

5.4. The Customer shall be required to check the ordered goods upon collection in terms of quantity.

5.5. The complaint must be filed in writing (a signed document in pdf format sent by e-mail), indicating the goods concerned, and the number and reasons for the complaint. The lot of the product complained about can only be returned by the Customer after having consulted Supplier, by the agreed method of dispatch and on the date agreed upon. The shipment of the lot of the product complained about by the Customer without first filing a complaint and agreeing on the method and date of the shipment shall entitle Supplier to refuse to accept the shipment or charge the Customer with the cost of the return shipment.

5.6. After 30 days from the delivery the liability for hidden defects shall be excluded.

5.7. The complaining party shall be obliged to deliver to Supplier upon request samples of the goods complained about or otherwise the complaint shall not be accepted.

5.8. Filing the complaint shall not affect the payment deadline.

5.9. Suppliers shall not be liable for complaints filed by third parties, in particular by entities for which Customers have made purchases or to whom they have sold goods/services purchased from Suppliers.

5.10. After reselling or surrendering the goods to another recipient the Customer shall assume full liability for any quality and quantity defects. The same shall apply to goods being further processed. Returns of goods processed in any way shall not be accepted.

5.11. Suppliers liability shall only be limited to the price of the goods and only to the Customer involved. The liability towards third parties, unless it is provided for by the mandatory statutory provisions, shall be excluded.

5.12. If the quantity or quality complaint is accepted, Supplier shall at its own discretion remove the defects or deliver substitute goods free from defects with the time agreed upon.

5.13. Should Supplier fail to comply with its obligation referred to in 5.12. the Customer can set in writing an additional deadline. After the ineffective lapse of such a deadline the Customer can request an appropriate price reduction or withdraw from the contract. Any other claims of the Customer shall be excluded.

5.14. Customers claims for physical defects of goods delivered shall expire after 12 months. This shall not apply where law requires the application of longer limitation periods.

5.15. Supplier shall not provide any guarantees and assurances regarding the marketability of the goods or their suitability for specific purposes.

5.16. In the event of improper or untimely collections Suppliers shall be entitled to suspend or terminate the contract.

5.17. Suppliers shall not be liable in tort or/for damages caused to the goods delivered unless the Customer proves in court that Supplier, its bodies or subcontractors entrusted with special managerial tasks acted intentionally or with gross negligence.

5.18. Suppliers shall not be liable, regardless of the reason, for any indirect damages or loss of profit with regard to the goods properly delivered, consistent with the specification and collected by the Customer.

5.19. Suppliers shall not be responsible for accidents occurring during unloading of the goods or damages caused by foreign vehicles transporting goods. The Customer may request the assignment of claims vested in Suppliers on account of damages to third parties.

 

6. Confidentiality

6.1. The parties to the contract shall be required to keep confidential all the information they have acquired in performance of the contract. This restriction shall not apply to the information in public domain or the information that must be disclosed bythe party at the request of a competent public authority.

6.2. The confidentiality duty shall survive the contract, regardless of the reason of its termination.

 

7. Final provisions

7.1. Any changes of and additions to the contract shall be null and void unless made in writing and must be signed by authorized signatories of the parties.

7.2. The parties agree to negotiate in the event of any disputes that may arise in performance of the contract, especially regarding any discrepancies relating to the interpretation and validity of the contractual provisions.

7.3. The General Terms and Conditions of Sale shall be part of the contract concluded between the parties and shall enter into force on the day of the conclusion of the contract and shall continue to be binding until the date of termination or expiration of the contract.

7.4. The law governing the settlement of any disputes that may arise in performance of the contract shall be Polish law, and the court having jurisdiction shall be the court of competent jurisdiction in Warsaw.

7.5. The application of the provisions of the United Nations Conventions on Contracts for the International Sale of Goods (CISG) shall be excluded, unless otherwise agreed upon.

7.6. Should one or more of the contractual terms or provisions be invalid or unenforceable this shall not affect the validity of the remaining terms or provisions. The parties shall replace the invalid or unenforceable provision with another condition coming as close as possible to the original intention.

7.7. The Client may not assign the rights and obligations under these terms and conditions in part or in full to a third party without the prior written consent of Supplier.

.