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General Terms and Conditions of Sale

1. Scope of Application

  1. These General Terms and Conditions of Sale and Provision of Services (hereinafter: the “GTC”) define the rules governing the conclusion and performance of contracts for the sale of products and the provision of services (in particular thermal cutting, plastic forming and mechanical processing) by:  TECHNO-WELD Katarzyna Szala, ul. Wspólna 25, 41-407 Imielin, NIP 2220563692 and TECHNO-WELD spółka z ograniczoną odpowiedzialnością with its registered office at ul. Wspólna 25, 41-407 Imielin, entered in the National Court Register under number KRS 0000815928 (hereinafter jointly referred to as the “Seller”) to contractors (hereinafter: the “Buyer”).    
  2. These GTC constitute an integral part of all offers, order confirmations, framework agreements and implementing agreements concluded by the Seller, unless individually agreed terms provide otherwise. 
  3. The application of any standard terms and conditions of the Buyer (including the Buyer’s general terms and conditions of purchase) is excluded unless the Seller has expressly agreed in advance to their application. Any commencement of performance of the contract by the Seller shall not constitute an implied acceptance of the Buyer’s contractual templates.
  4. Acceptance by the Buyer of the Seller’s offer, placement of an order, or commencement of collection of the product/service shall be deemed acceptance of these GTC.

2. Quotation and Order Placement Procedure

  1. The Seller’s quotation forms the basis for the Buyer’s order.
  2. The Seller’s quotation shall be binding for the period specified therein.  If no validity period is specified, the quotation shall remain binding for 7 Business Days.
  3. An order placed by the Buyer must be in documentary form and contain data enabling identification of the Buyer, as well as a precise specification of the subject matter of the contract, including in particular: the product index or product name, quantity, required material certificates, reference to the technical drawing number/revision, the requested delivery date and an explicit reference to the Seller’s quotation number. The order should bear a legible signature of a person authorised to place the order. Failure to include any of the above elements entitles the Seller to suspend the order acceptance procedure without liability for any resulting delay.
  4. The contract shall be deemed concluded upon written or electronic confirmation (via e-mail) by the Seller of acceptance of the order. Failure by the Seller to respond shall not constitute implied acceptance of the order. For orders with a total net value equal to or exceeding PLN 50,000.00 (in words: fifty thousand Polish zloty), the contract shall only be deemed concluded and the Seller shall only commence performance upon receipt by the Seller of the order (or confirmation of the quotation) bearing the handwritten signatures of persons authorised to represent the Buyer. Submission of a document signed with a qualified electronic signature shall also be acceptable.
  5. The Seller shall be entitled to make commencement of order performance conditional upon payment of an advance payment or full prepayment in the following cases:
    1. where the Buyer places its first three orders; 
    2. where the Buyer has any due and outstanding payments owed to the Seller; 
    3. where objective circumstances indicate a material deterioration in the Buyer’s financial condition, in particular where the Seller becomes aware of the initiation of enforcement proceedings, restructuring proceedings or insolvency proceedings against the Buyer.
  6. where the Buyer has any due and outstanding payments owed to the Seller; 
  7. If the Buyer amends the order after the Seller has commenced work: 
  8. in the case of projects in progress and not yet completed by the Seller, costs shall be calculated based on the actual number of time units worked (man-hours) in respect of the work performed to date. Settlement of such work shall be based on man-hours recorded in the Seller’s recording system, at the rate specified in the quotation or, if not specified therein, at the Seller’s standard hourly rate applicable depending on the workload. A man-hour shall mean the cost of specialist personnel together with the cost of operation of the relevant machinery unit, energy costs, tooling wear and other costs related, even indirectly, to production.
  9. in the case of products already completed, the Buyer shall bear the full cost of the original order.

3. Documentation and Intellectual Property

  1. The Buyer shall provide complete and accurate technical documentation necessary for the performance of the order. The Seller shall not be liable for any defects in the product or service resulting from errors, inconsistencies or deficiencies in the documentation provided by the Buyer.
  2. The Seller shall not verify the documentation for design errors.
  3. All technical developments, including in particular Welding Procedure Specifications, non-destructive testing reports, CNC machine programs and proprietary tooling developed by the Seller, shall constitute the Seller’s exclusive intellectual property and trade secrets. The Buyer shall not be entitled to request delivery of the above documents unless otherwise agreed in a separate written agreement.

4. Technical Standards and Tolerances

  1. Production and services are performed in accordance with the certified quality management system PN-EN ISO 9001:2015.
  2. The technical compliance of the product/service with the order shall be assessed exclusively on the basis of the following standards:
    1. PN-EN 22768-1 – with respect to tolerances for linear and angular dimensions,
    2. PN-EN ISO 9013 – with respect to the classification and quality parameters of thermal cutting.
  3. The product shall be deemed compliant if it falls within the tolerance limits specified in the above standards. Subjective aesthetic criteria of the Buyer not specified in the technical documentation shall not give rise to any claims against the Seller.

5. Prices and Payment Terms

  1. All prices are exclusive of VAT at the applicable statutory rate and exclude delivery and packaging costs. All costs of transport, loading, securing the goods, insurance and specialist packaging shall be borne in full by the Buyer, unless the parties expressly agree otherwise.
  2. Payment for the products/services purchased by the Buyer shall be made in accordance with the terms agreed between the parties as applicable on the date of invoice issuance or as set out in the applicable quotation. 
  3. The date of payment shall be the date on which the Seller’s bank account is credited.
  4. In the event of delay in payment by the Buyer, the Seller shall be entitled to suspend performance of orders placed by the Buyer in arrears.
  5. Title to the Products shall remain with the Seller until the full purchase price, including any accrued interest, has been paid in full. 

6. Performance and Delivery

  1. The place of performance and delivery of the subject matter of the Contract shall be the Seller’s registered office (production facility), unless the parties expressly agree otherwise. 
  2. Upon delivery of the subject matter of the Contract, the benefits and burdens relating to the goods, as well as the risk of accidental loss of or damage to the goods, shall pass to the Buyer. Where the subject matter of the Contract is entrusted to a carrier engaged in the carriage of goods, delivery shall be deemed to have occurred at the moment the goods are handed over to the carrier, irrespective of which party bears the transport costs, in accordance with Article 544 § 1 of the Polish Civil Code. 
  3. A delay in performance not exceeding 14 calendar days beyond the delivery date specified in the order shall not constitute improper performance and shall not entitle the Buyer to claim any contractual penalties or to withdraw from the Contract. A delay in performance not exceeding 14 calendar days beyond the delivery date specified in the order shall not constitute improper performance and shall not entitle the Buyer to claim any contractual penalties or to withdraw from the Contract.

7. Customer-Supplied Material and Material Certificates

  1. “Customer-Supplied Material” shall mean raw materials or semi-finished products provided by the Buyer for the purpose of performing services on such material.
  2. Where services are performed on Customer-Supplied Material, the Buyer warrants its appropriate quality and weldability, as well as such properties as are necessary to achieve the final product quality expected by the Buyer.
  3. The Seller shall not be liable for any latent defects in the Customer-Supplied Material or for its behaviour during thermal or mechanical processing (including, for example, cracking or deformation resulting from its chemical composition).
  4. The Seller shall be entitled to make commencement of work conditional upon the Buyer providing material certificates (at least type 2.2 or 3.1 in accordance with EN 10204).
  5. The Buyer shall bear full liability for any damage caused to the Seller’s property (including, in particular, damage to machinery, tooling and filtration and extraction systems) resulting from latent defects in the Customer-Supplied Material, its improper chemical composition, incorrect technical parameters, contamination or other properties not disclosed to the Seller prior to commencement of the work. Such liability shall include, in particular, the costs of repair of machinery as well as documented costs of production downtime of the Seller resulting from the failure.

8. Warranty and Claims Procedure

    1. Pursuant to Article 558 § 1 of the Polish Civil Code, in business-to-business (B2B) relations, the Seller’s liability under statutory warranty (rękojmia) is hereby fully excluded.
    2. The Seller grants the Buyer a quality warranty for the Products/services supplied for a period of 12 months from the date of delivery of the Product.
    3. The warranty covers defects arising from defective design and/or the use of improper materials and/or improper workmanship by the Seller.
    4. The Seller’s liability under the warranty shall be excluded where any repair or replacement has been carried out by unauthorised third parties. The warranty shall not cover any changes or modifications made independently by the Buyer or any third party to the purchased final Products.
    5. The warranty shall not cover defects resulting from:
      1. use contrary to the intended purpose and/or improper use,
      2. improper handling or storage,
      3. improper installation performed by the Buyer or third parties,
      4. external factors, including chemical or electrical influences.
    6. The Parties introduce the following distinction regarding the procedure for notification of defects:
    7. Apparent defects (including quantity discrepancies, mechanical surface damage and any defects identifiable during standard inspection with due diligence in accordance with accepted commercial practice): the Buyer shall notify such defects within a strict time limit of 7 Business Days from the date of delivery. Failure to notify within this period shall result in loss of rights relating to apparent defects.
    8. Latent defects (not identifiable during standard inspection):

    The Buyer shall notify such defects within 7 days from the date of their discovery, but no later than within the warranty period. Notification of a latent defect after expiry of the warranty period or after the lapse of 7 days from its discovery shall result in loss of rights relating to latent defects.

      1. The Seller shall be entitled, at its sole discretion, to remedy the defect (repair) or replace the Product within a technically reasonable period. 

9. Limitation of Liability

  1. The Seller’s total liability for any reason shall be limited to 100% of the net value of the defective Product. 
  2. The Seller shall not be liable for loss of profit, indirect or consequential losses, production downtime, or loss of market opportunities.
  3. The Seller shall not be liable for any failure to perform or improper performance of the contract resulting from force majeure. Force majeure shall mean external events beyond the control of the Parties which could not reasonably have been foreseen or prevented, including in particular armed conflicts, natural disasters, border closures, sudden shortages of raw materials on the global market, interruptions in the supply of utilities, fires, floods and administrative restrictions.
  4.  

10.  Consumer Clause (B2C)

  1. The provisions of this clause shall apply exclusively to agreements concluded with Consumers within the meaning of Article 22¹ of the Polish Civil Code.
  2. In relations with Consumers:
    1. liability under statutory warranty (rękojmia) is not excluded and shall be exercised in accordance with generally applicable provisions of law;
    2. the Consumer shall have the right to withdraw from a distance contract within 14 days, except in the case of products and services manufactured according to the Consumer’s individual specification or serving to meet the Consumer’s individualised needs, in accordance with Article 38(1)(3) of the Consumer Rights Act;
    3. the competent court for disputes with a Consumer shall be determined in accordance with the general jurisdiction rules set out in the Polish Code of Civil Procedure;
    4. the limitation of liability referred to in Clause 9 shall not apply to personal injury or damage caused intentionally.

11. Final Provisions

  1. These GTC shall be governed by the laws of Poland.
  2. In matters not regulated herein, the provisions of the Polish Civil Code sha
  3. Any disputes with Buyers (excluding Consumers) shall be submitted to the competent common court having jurisdiction over the Seller’s registered office.
  4. If any provision of these GTC is held to be invalid, the remaining provisions shall remain in full force and effect.