General Conditions of Sale

1.1. General Conditions of Sale and Delivery hereinafter referred to as – GCSD

1.2. Supplier – König Stahl Sp. z o.o., with its registered office in 02 – 677 Warsaw, at Cybernetyki Str. 10.

1.3. Delivery to order – delivery of goods that are not available in König Stahl Sp. z o.o. standing offer, the so called stock offer; goods for delivery to order must be acquired exclusively for the purpose of fulfilling a particular order, determined by the Purchaser in its specification.

1.4. The Purchaser – legal person, natural person conducting a business activity (sole trader) consisting in the use of goods and services on offer by König Stahl Sp. z o.o.

2.1. GCSD are an integral part of the first order filed by the Purchaser with the Suppliers and remain in force for the duration of trade cooperation. The Purchaser or a person authorized to act on his behalf represents, while filing the order, that he or she has reviewed and accepted the general conditions of sale and delivery. Fulfilment of the above is a prerequisite for engaging into trade cooperation.

2.2. These GCSD apply to deliveries of goods, deliveries to order carried out by the Supplier as well as to services provided by the Supplier in the scope of technical consulting – ”From design to implementation”. High level of Supplier’s organization of work is attested by the ISO 9001 certificate, obtained by the Supplier.

2.3. A purchase request filed by the Purchaser shall be accepted for implementation on the basis of an order submitted to the Suppliers in writing. The Supplier may accept an order in any form, however its acceptance must nevertheless confirmed by the Supplier.

2.4. Supplier’s statement of acceptance of the order, which can be subject to changes or additions that will not alter its the substance of the order is deemed accepted together with changes or additions included in the statement.

2.5. Alterations to the terms of the contract or separate oral arrangements require, for their validity, a confirmation by the Supplier in writing and are only applicable to that particular transaction.

2.6. Any Purchaser’s conditions of contract implementation contrary to these GCSD are not accepted by the Supplier.

2.7. In addition to the provisions contained in the GCSD, the Supplier may allow for conclusion of individual cooperation agreements and reserves the right to accept orders in part and to reject orders without providing reasons.

3.1. All technical information on steel grades, square and rectangular hollow structural sections (HSS), tubes, fittings for industrial use, filters, fittings and flanges, Jansen steel systems, Wilh Schlechtendahl & Sohne building hardware products, converters, size and quality, provided in catalogues, brochures and other promotional materials provided by the Supplier are for guidance only and shall only be valid to the extent in which it is accepted by both parties.

3.2. The Purchaser is required to be aware of technical parameters of the goods being ordered and the Supplier is required, if requested so in the order or the contract, to provide a certificate of conformity of the order (purchase request) with the actual delivery.

4.1. Prices for Supplier’s products are stated ex warehouse indicated by König Stahl Sp. z o.o. and are net of the value added tax VAT, free of costs of delivery to the Purchaser as well as any other additional services. Any other expenses that may arise during execution of the order, such as packaging, cutting, handling, duties as well as other fees and taxes applicable at the time of order executions are to be borne by the Purchaser.

4.2. The final price of the goods shall be determined on the basis of Supplier’s prices applicable on the date of order submission.

4.3. Rebates and discounts offered by the Supplier require individual negotiations.

4.4. Prices applicable to the overall offering of Supplier’s goods and services are non-binding and may be subject to changes and alterations.

5.1. The Supplier reserves a margin of accuracy in execution of the order in the range of plus / minus 5%.

5.2. The quantity of goods sold in measured in sales units (for example running metre, m2, pieces, kg). Quantities of goods sold are converted according to contractual conversion rates applicable at the Supplier’s.

6.1. The Purchaser is responsible for ensuring that the technical specifications, quality and quantity of materials (goods) specified in its order or contract meet Purchaser’s requirements.

6.2. Should the order fail to specify conformity of the materials (goods) the standards or should it fail to provide the description of the desired quality of the materials (goods), the ordered goods shall be delivered as ordinary commercial goods, without Supplier’s liability for specific quality requirements.

6.3. Relevant approvals and certificates shall be provided if such requirement is stipulated in the order or contract. The Supplier is responsible for ensuring that the attached documents relate to the delivered goods, however it is not responsible for reviewing the information contained in such documents, which is beyond its control.

7.1. Delivery times indicated by the Suppliers are only for guidance purposes. Failure to meet the deadline for delivery by the Supplier shall entitle the Purchaser to claim its statutory rights only if the Supplier, despite self designated additional deadline in writing still fails to execute the deliver or meet its contractual obligations, subject to provisions of point 7.2.

7.2. Delivery deadline shall be extended by the duration of an obstacles occurring as the result of circumstances independent of the intention of the parties, i.e. such as untimely delivery by a subcontractor, an event of force majeure, unforeseen business disruptions, transport delays and those caused by customs procedures, transit damage, including roadblocks, temporary road traffic restrictions, power supply shortages, shortages of materials and raw materials.

7.3. The Purchaser is required to take possession of the goods or services immediately upon notification of their availability at Supplier’s storage facilities. In case of delay in receipt of goods or services the Purchaser may be charged with storage costs, notwithstanding any other remedies to which the Supplier is entitled. Each partial delivery is a separate transaction and may be invoiced by the Supplier separately (independently).

7.4. Should the order be withdrawn (cancelled) in whole or in part, the Purchaser is required to cover all costs incurred by the Supplier and relating to the execution of such cancelled order.

7.5. Should the Purchaser choose to request delivery of goods using the transportation means arranged by the Supplier, the following mutual provisions shall apply:

7.5.1. The Purchaser shall secure all necessary measures to enable efficient unloading of the vehicle. Should an unjustified stoppage at the Purchaser’s exceed 1 hour the Supplier may choose to charge the Purchaser with the costs of such stoppage.

7.5.2. The Supplier reserves the right to change the time and date of delivery, should circumstances beyond Supplier’s reasonable control occur (traffic restrictions , weather conditions, roadblocks, etc.). In the event of the above circumstances, the Purchaser shall not file any complaints relating to late delivery.

7.5.3. The Purchaser shall ensure that access roads to unloading destination guarantee entry and exit of a vehicle with the axle load of 10 tonnes, trailer length of 13.6 m and height of 4.0 m.

7.5.4. The deadline of delivery based on Supplier’s freight is fulfilled with an accuracy of 1 day.

8.1. The risk of goods delivery shall pass to the Purchaser upon transfer of goods to duly authorized Purchaser’s representative, including the forwarding agent or the carrier. In the absence of detailed arrangements, which should be reflected in the form of relevant instructions in Purchaser’s specification, the delivery is implemented at Supplier’s discretion and without the guarantee of the fastest and cheapest method of shipping the goods. The materials used for packaging are included is costs of delivery and are not refundable, with the exception of pallets.

9.1. The Purchaser is required to inspect the goods in terms of quantity and quality immediately upon receipt.

9.2. Should the Purchaser, upon inspection of the goods, determine quantity discrepancies to the Proof of Delivery document (goods dispatched note), such discrepancies shall be reflected by the Purchaser on the Proof of Delivery document; the Purchaser shall also immediately notify the Supplier on the discrepancies in order to agree on further action.

9.3. The Purchaser is required to immediately notify in writing of any defects in the quality of goods, not later than 7 working days after receipt of the goods or services. In order to ensure that deadlines are respected, the notification of defects in goods sold or services rendered must be sent before that date by registered mail.

9.4. The defected goods should be notified using Supplier’s standard form. At the request of the Purchaser the Supplier shall send the form by fax otherwise the Purchaser may download the from Supplier’s website – www.koenigstahl.pl.

9.5. The Supplier shall be relieved of any liability under the warranty if the Purchaser was aware about the defect at the time of conclusion of the contract, receipt of the offer, receipt of the Order Acceptance Confirmation or receipt of the goods dispatched note – the Proof of Delivery document.

9.6. In the event of detecting the defects, referred to in point 9.3, the Supplier shall undertake to replace the purchased goods with goods free of defects or to remove the defect. In such cases the replacement of goods shall take place immediately providing the goods are available in Supplier’s storage facilities. Otherwise, the replacement shall take place within 3 months from the date of defect notification. Should the Supplier fail to deliver the goods free of defects within the deadlines referred to above, the Purchaser shall be entitled to withdraw from the contract for the performance of its order. Should the Purchaser, despite the defects, still accept the goods as conforming, the Purchaser may request a price reduction.

9.7. The Supplier may refuse to remove defects should such removal expose the Supplier to excessive costs.

9.8. If only part of the delivered goods is defective and that part can be separated from goods free of defects, the Purchaser’s right to cancel the execution of the order or to withdraw from the contract for implementation of its order is limited to defective goods.

9.9. If, due to physical defects of the goods, the Purchaser chooses to withdraw from the contract for for implementation of its order or chooses to request delivery of goods free of defects to replace the defective goods, the Purchaser may not return the goods without prior agreement with the Supplier.

9.10. Warranty rights for physical defects shall expire after one year from the date on which the goods were shipped to the Purchaser.

9.11. Challenging the quantities and/or quality of the goods shall not entitle the Purchaser to withhold payments for completed deliveries.

9.12. The Supplier shall not be liable for goods used in a manner inconsistent with their purpose and technical properties, the damage of which was caused as a result of implementation and design mistakes by third parties as well as a result of failure to observe manufacturer’s recommendations and instructions.

10.1. The prerequisite for admission of returns of goods that have been rejected by the Purchaser and approved by the Supplier is that they must remain intact, unprocessed in Purchaser’s production processes and identifiable in terms of parameters specified in certificates. In case of pre-packaged goods, they must remain in original, undamaged packaging.

11.1. Purchaser’s claims for damages regarding the implementation of its order, resulting from the defects, damage caused as a result of unlawful action by the Purchaser shall be excluded, unless they arise from premeditation or gross negligence on the part of the Supplier that can be proved by the Purchaser.

11.2. The instructions for subsequent processing of the goods (manufacturing instructions), installation, commissioning and operation (user manual), provided by the Supplier together with the delivered product or rendered service must be strictly followed. Supplier’s liability is excluded in the event of failure by the Purchaser to observe these instructions or failure by the Purchaser to meet specific legal conditions for commissioning or for release the product into the market and its widespread use of or its release into the market and its incidental use.

11.3. The Purchaser acknowledges that in case of products made of steel it is not possible to rule out the existence of minor scratches, deposits, discolorations, oil stains or other non-obvious structural defects.. For this reason the Purchaser undertakes to subject these products to tests required by Polish law before using these products in a manner appropriate to their intended use.

12.1. Invoices issued by the Supplier shall be payable without any deductions by the date indicated on the invoice from the date of issue.

12.2. In the event of late payments the Supplier shall accrue – unless costs attributable to the Supplier are higher, interest for late payment at the statutory rate starting from the day on which the payment deadline, specified on the invoice, expired.

12.3. Bills of exchange and checks are accepted exclusively for billing purposes.

12.4. In case of delay in payment by the Purchaser or in case of Purchaser’s other activities to the detriment of the Supplier, the Supplier reserves the right to suspend deliveries or services until removal of occurred obstacle, affecting the implementation of the agreed benefit (performance).

12.5. In case of withdraw from purchase of the product already ordered, the Supplier has the right to charge liquidated damages equal to 25% of value of the undelivered portion of the order.

12.6. In case of cancelling a delivery to order the liquidated damages will be equivalent to 100% of goods value. Any prepayments made by the Purchaser for a delivery to order shall be set off against the above mentioned liquidated damages.

12.7. Deliveries to order will only be executed against a prepayment of 49 % of the ordered goods value.

12.8. Any deferral of payment deadline may result from the history of cooperation with the Purchaser or in case of a new customer such deferral should be preceded by examining its financial condition and analysis of a list of unreliable debtors or otherwise in a manner approved by the Supplier.

13.1. In the event of default in payment exceeding 30 days and resulting from any given invoice – the Supplier reserves the right to request the return of the delivered goods.

13.2. The Purchaser shall be entitled to subsequent processing of the goods supplied by the Supplier as part of its legal business activity. Any treatment or processing, blending, combining or assembling with foreign goods will result in joint ownership in the proportion of the value of invoice issued for the goods subject to title retention to the value of labour cost or other processed goods. All goods processed this way shall be the goods subject to retention of title within the meaning of the provisions of these General Conditions of Sale and Delivery and are subject to free of charge storage by the Purchaser. The Purchaser shall secure to the Suppliers access to Purchaser’s premises at any time for inspection of the goods subject to title retention.

The legal relationships with the Purchaser are governed exclusively by Polish law. The place of performance of any obligations resulting from these provisions is Warsaw. Any disputes which may arise directly or indirectly from these provisions shall be settled by Polish court of common law having its jurisdiction and competence over the seat of the Supplier or its Branch. The Supplier reserves the right to bring an action to a court with jurisdiction over the seat of the Purchaser should it expedite the settlement of a dispute.

15.1. Any assignment of rights resulting from a contract concluded with the Supplier or an order filed with the Supplier to third parties is not allowed without a written consent of the Supplier.

15.2. Should any provision of these General Conditions of Sale and Delivery be or become legally ineffective, the remaining provisions as well as orders executed on the basis of the remaining provisions will continue to be valid and enforceable. The Parties shall agree on a provision effectively replacing the ineffective provision, whereby such provision will reflect its meaning and intention to the extent reasonably possible.

15.3. By accepting these GCSD the Purchaser agrees to the processing of his/her personal data by the Contractor with the purpose to perform the contract, as well as for marketing purposes relating to the Supplier’s business.

15.4. The Purchaser is entitled to all the rights in accordance with the provisions of the Act of August, 29th, 1997 on the Protection of Personal Data (Journal of Laws of 2002, No. 101, item 926) and in particular the right to access their own personal data.

15.5. All matters not governed by the provisions of these GCSD shall be subject, mutatis mutandis, to the provisions of the Civil Code and the Act of June, 12th, 2003 payment terms in commercial transactions (Journal of Laws No. 139, item 1323).