GENERAL TERMS AND CONDITIONS APPLIED BY ULAMEX ®

GENERAL PROVISIONS. SCOPE OF APPLICATION.
On the basis of these General Terms and Conditions of Sale, Delivery and Service (hereinafter referred to as General Terms / GT), the entrepreneur ULAMEX ZBIGNIEW ZIENTEK, tax identification number NIP PL 7730002877, with registered address: Zawada 144, 97-200 Tomaszów Mazowiecki, Poland, hereinafter referred to as “ULAMEX” or “Seller” enters into agreements with entrepreneurs within the meaning of Article 33(1) of the Polish Civil Code who are natural persons, legal persons or units without legal personality, domestic or foreign, collectively referred to as: “Customer” or “Buyer“.
The Customer, the Buyer and the Seller are also collectively referred to as: “Parties”.
The subject matter of the contracts shall be tangible objects hereinafter referred to as “Goods“. The Customer is obliged to collect in full the Goods imported or manufactured to his order. Goods of full value are not returnable.
These General Terms shall apply to all sales or delivery contracts (hereinafter referred to as the “Contract“), also if the Seller or its employee has not expressly objected to the contract templates, regulations, general terms and conditions of purchase or delivery applied by the Buyer. The Client’s own terms and conditions of purchase or delivery or other general terms and conditions are hereby excluded from the Contract between the Parties.
With regard to Contracts with delivery outside the Republic of Poland, Polish substantive law shall apply as the applicable law, with the exclusion of the Vienna Convention referred to in 9.2 of the General Terms. These General Terms are also available in English.
The General Terms are made online available by ULAMEX free of charge on the Internet at: https://ulamex.com/general-terms-and-conditions prior to the conclusion of the Contract, and also at the Client’s request in such a manner that enables the Client to download, read and keep the content of the GT by means of the software he/she uses (PDF file).
THE OFFER. CONCLUSION OF THE CONTRACT.
Any announcements, declarations or photographs contained in our sale catalogues, other commercial documents, as well as those made available by ULAMEX on the Internet or in social media are not offers within the meaning of the Polish Civil Code and can be regarded only as an invitation to negotiations.
The Contract is concluded upon written or documentary (e-mail, SMS) confirmation of acceptance of the purchase offer of Goods made by the Customer or his representative (hereinafter: Order).
Oral statements or declarations on the part of ULAMEX employees or its sales representatives which go beyond the scope of the accepted Order require written confirmation to be valid.
Any changes, additions in quantity or assortment, as well as cancellation of the Order in whole or in part shall be binding only by written agreement with ULAMEX, which may be concluded at the latest at the time of commencement of manufacture of the Goods covered by the initial Order.
The Buyer’s support and advisory service provided by ULAMEX or the presence of an employee at the location of the Goods does not justify any civil claim.
The commercial guarantee provided by the Seller is contained in a separate guarantee document, which constitutes Attachment No. 1 to these General Terms.
If new factual issues or legal circumstances become apparent after the conclusion of the Contract, when the Customer falls into delay with the payment of the price on account of earlier deliveries of Goods, completed in execution of previously concluded Contracts, the Seller shall demand payment of the price not yet due or prepayment regardless of the agreed payment date.
ULAMEX may make future deliveries subject to the provision of appropriate security (suretyship, limited proprietary rights, a bill of exchange, bank or insurance guarantee) by the Customer or a third party.
Until price payment, prepayment or security is received, the Seller may refrain from fulfilling his contractual obligations without any claims from the Customer.
TIME OF DELIVERY. CONTRACT PERFORMENCE.
The date of delivery of the Goods shall be indicative and estimated unless a binding date is expressly stipulated in the accepted Order.
Agreed deadline is binding on the Seller and it is understood that it entitles ULAMEX to early delivery but does not entitle the Buyer to demand early delivery of the Goods.
The binding time (deadline) for delivery of the Goods shall commence as soon as all quantitative, assortment, technical and other details of the Order (delivery place, time of unloading) have been agreed between the Parties, the required documents have been submitted or the Customer has made an advance, prepayment or provided security.
The binding time (deadline) for delivery of the Goods shall be extended by additional period of time during which the Customer is in delay with his contractual obligations under the current Order or in the performance of a previously concluded Contract.
Partial deliveries of Goods are acceptable. In this case the Seller shall issue a VAT invoice for each partial delivery.
The time limit for performance of the Contract shall be extended by the duration of force majeure or obstacles unforeseeable at the time of the Contract’s conclusion, caused by circumstances for which the Parties are not responsible, in particular disruptions or fires at production facilities, strikes, roadblocks, traffic obstructions, infrastructure breakdown, state of epidemic emergency or epidemics, war.
The extension of the performance time by the duration of the aforementioned events also occurs if the events have affected ULAMEX’s predecessors in the supply chain, such as supply contractors, suppliers or subcontractors.
The Buyer will be informed as soon as possible of the event of force majeure or the occurrence of the above-mentioned events, as well as of their estimated duration, unless the case of force majeure results from a public announcement or a decision of a public authority (ministerial regulation, declaration of war, state of war, state of emergency, state of natural disaster).
Upon notification of force majeure, the Customer may request a declaration from the Seller as to whether ULAMEX withdraws from the Contract or whether delivery will be made within an additional period of time that is appropriate under the given circumstances.
In the absence of a declaration from the Seller, the Customer may withdraw from the Contract with ULAMEX. In such a case, the Buyer’s civil action for damages is excluded.
The Seller’s liability for qualified delay in delivery of the Goods shall be limited to liability for its own acts or omissions.
The Seller is not liable for the acts or omissions of its predecessors in the supply chain: smelters, manufacturers, municipal companies or state own companies, foreign or domestic distributors. Any potential claims for damages against predecessors in the supply chain may be assigned to the Buyer by a written assignment agreement.
In the event of a qualified delay in delivery – delivery of the Goods, the Customer shall grant the Seller in writing an additional period of time, appropriate under the given circumstances, for the performance of the Contract.
After the ineffective expiry of the additional time, the Customer is obliged to declare to ULAMEX whether he still demands the performance of the Contract in full, in part or whether he withdraws from the Contract. In such a situation, the Order shall be treated as null and void.
PASSING OF THE RISK.
If the Contract is concluded with the obligation of transport on the part of the Seller (transport by ULAMEX or a carrier acting on behalf of ULAMEX), both the route and the means of transport are at the Seller’s discretion.
The method of loading, packaging and positioning in the means of transport shall correspond to the characteristics of the Goods covered by the Order. Unloading is on the part of the Buyer or its authorized representative.
The delivery obligation of the Goods is generally fulfilled when the Goods are placed at the disposal of the Customer at the registered office of ULAMEX, EXW Zawada, Poland, Incoterms® 2020. Other Incoterms® 2020 rules apply with the express and prior consent of ULAMEX given in the accepted Order.
If the Goods are dispatched to their destination by the Seller’s or the Buyer’s carrier, the Customer shall examine the consignment within two working days in terms of quantity, assortment and quality. If it is found that the Goods or their packaging have been damaged during transport or have a physical defect, the Customer is obliged to perform all actions to determine the carrier’s liability. If the obligation to examine the delivery is omitted, the delivery shall be deemed to have been carried out in compliance with the Contract.
The period of downtime of the means of transport and the awaiting for unloading will be charged separately as agreed in the confirmation of the Order.
If the delivery obligation is to be fulfilled at a place designated by the Customer
(e.g. construction site), the risk of accidental loss of or damage to the Goods shall pass to the Customer as soon as the Goods are entrusted to the carrier (FCA Incoterms® 2020 rule) regardless the carrier has been selected by the Customer or a third party.
The assistance or simple cooperation of the ULAMEX driver at unloading does not involve any additional responsibility of the Seller for the unloading and for the concerned Goods.
The Customer shall have at its disposal duly trained staff and equipment enabling the Goods to be properly unloaded and collected, stored in suitable conditions and used in accordance with their intended purpose and the rules of health and safety at work.
If the delivery of the Goods on EXW Zawada, Poland, Incoterms® 2020 basis or the commencement and performance of transport is temporarily delayed by circumstances relating to the Customer, the costs of storage of the Goods and the risk of their accidental loss or damage shall be borne by the Buyer. As soon as the Goods are stored in the ULAMEX warehouse or of a third party, the sale price for the Goods not yet paid shall become immediately due, regardless of the payment date indicated in the Order or VAT invoice.
PRICE AND PAYMENT TERMS.
The price includes the ordered Goods and is net price. The price also includes the usual cost of packaging the Goods and their transport. The price to be paid is the value expressed in monetary units, in the currency and date agreed between the Parties, which the Customer is obliged to pay to the Seller for the Goods. VAT at the applicable rate will be added to the price in each transaction.
A separate price may be charged for express transport, downtime and awaiting time for unloading, storage costs for Goods not picked-up on time.
The Parties shall renegotiate the price for the Goods if their delivery is to take place more than 4 months from the date of acceptance of the Order. The price of the Goods shall be affected by: the average exchange rate of foreign currencies published by the Polish National Bank, the price of liquid or gaseous fuels, [other factors].
ULAMEX may demand a partial payment if the delivery of all the Goods covered by a given Order cannot take place on time due to circumstances for which the Seller is not responsible. In such a case the Seller will make a statement to the Customer setting out both the size of each partial delivery and the deadline for the fulfilment of each of them.
The price shall be due on the date indicated on the VAT invoice, unless the price becomes immediately due under circumstances provided for in point 4.9 of these GT. If the Buyer becomes insolvent or is exposed to insolvency or if, due to circumstances for which he is responsible, given security for payment is doubtful because of the financial standing of the debtor or the person providing security, then the Seller may demand payment of the entire price regardless of the time limit indicated in the VAT invoice.
If the Buyer is in default of payment, the Seller may claim statutory interest for delay in commercial transactions within the meaning of the Polish Act on counteracting excessive delays in commercial transactions. The Buyer shall also be charged with the lump sum – compensation for the debt recovery costs, according to the Article 10(1) of the above mentioned Polish Act of 08.03.2013 on counteracting excessive delays in commercial transactions.
Price payment together with interest does not exclude the Seller’s right to seek compensation according to general principles.
The Buyer’s payments are first of all recognized by ULAMEX towards the due price debt and towards the accessory amounts, e.g. interest for delay. If there are several debts due under separate Contracts, then ULAMEX is entitled to recognize the payment towards the debt which has been mature the longest.
RESERVATION OF OWNERSHIP RIGHTS OF THE THING SOLD.
ULAMEX reserves ownership of the sold Goods until the price and accessory amounts have been paid in full (reservation of ownership rights of the thing sold).
Ownership of the Goods shall be transferred to the Buyer upon the price payment together with interest for delay in payment. In the event of a delay in payment, ULAMEX is entitled to notify the owner of the construction site, the site manager or the construction works manager of the reserved ownership of the Goods being on the site and to demand their release or compensation equal to the value of the delivered Goods.
If the Goods are connected with other items on the construction site in such a way that the restoration of the former state would entail excessive difficulties or costs (e.g. concreting), the owners of the item become co-owners of the whole. ULAMEX shall be entitled to notify the investor, the project supervisor or the general contractor, at its choice, of the creation of joint ownership as a result of such connection, subject to the right to compensation under section 6.2 above.
During the time between delivery of the Goods and the date on which the price is due, the Customer is entitled to resell or assemble the Goods to third parties, subject to assignment to ULAMEX of the Customer’s claims against end purchasers or end users of the Goods (assignment by way of security).
Upon request, the Customer shall provide ULAMEX with the name, surname, business name and address of the purchasers end users of the Goods, as well as the name of the investment and the address of the construction site on which the Goods covered by reservation of ownership are located.
Upon request of ULAMEX, the Buyer shall notify purchasers or end users of the Goods of the ownership reservation as well as the assignment by way of security. ULAMEX is also entitled to notify purchasers or end-users of the ownership reservation concerning the Goods and the assignment by way of security, using public sources of information: land and mortgage registers, Register of Applications, Decisions and Notifications in construction proceedings, Public Procurement Bulletin.
The Customer shall be authorized to cash the receivables covered by the assignment by way of security; the authorization is revocable at any time by the Seller, who may demand directly from the purchasers or end users the payment of the unpaid by the Buyer price for those Goods, which are still covered by the ownership reservation.
GUARANTEE & COMPLAINTS.
The ULAMEX ® guarantee granted by the Seller is included in a separate guarantee document, which constitutes Attachment No. 1 to these General Terms. Seller’s liability under warranty is excluded pursuant to the Article 558 of the Polish Civil Code, first sentence.
LIABILITY LIMITATION.
Demands and claims for damages, as well as claims for reimbursement of expenses (hereinafter: Civil Claims), regardless of their legal basis (contractual, tort), are excluded.
The maximum amount up to which ULAMEX may be held liable (upper limit) for Civil Claims is in each case the equivalent of the net price of the delivered Goods.
Article 8.2. does not apply if ULAMEX has assumed liability under the guarantee in a separate written agreement to a greater extent than resulting from article 2.6. and 7.1. of these GT, however ULAMEX shall only be liable for the normal, foreseeable and typical consequences of an act or omission from which the damage has resulted.
The scope of indemnity under Civil Claims addressed to ULAMEX is limited to the compensation of the actual damage (loss). The Seller shall not be liable for lost profits, i.e. profits which the Buyer could have obtained if no damage were inflicted.
The Buyer shall protect and indemnify the Seller to the fullest extent against any Civil Claims for damages raised by third parties, which may be pursued against the Seller because of the breach of these General Terms by the Customer or its representatives.
FINAL PROVISIONS.
In the event of a dispute with regard to interpretation or execution of the Contract, the competent court of jurisdiction is the Polish common court according to the Seller’s registered office. ULAMEX reserves the right to sue the Customer before the court of its registered office. In case of doubt, the place of performance of the Contract shall be the Seller’s registered office.
The Contracts shall be governed exclusively by Polish substantive law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply (exclusion of CISG, Vienna Convention dated 11 April 1980)
In case of any dispute or linguistic divergences the Polish text version of these GT shall prevail over the other language texts.

Attachment No. 1 – guarantee