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General Purchasing Conditions

General provisions

  1. These General Terms and Conditions of Purchase, hereinafter referred to as the GTP, apply to all contracts of sale or delivery of goods ordered or purchased by EST limited liability company based in Giebułtów, hereinafter referred to as the Buyer, even if not presented to the seller during the next sale (delivery. The provisions of the GTP concerning the contract of sale and the seller shall also be referred to the contract of delivery and the supplier, respectively. The GTC shall not apply to the sale made by the consumer.
  2. Any other general conditions, models, regulations, which are used by the person from whom the Buyer purchases or receives goods (Seller), shall not apply to the contract of sale of goods to the Buyer.
  3. The contract of sale between the Buyer and the Seller, which the Buyer has notified about the use of the GTC for the purchase of goods offered by the Seller may be concluded only with the application of the GTC.
  4. The contract is concluded as a result of the order placed by the Buyer and confirmation of its acceptance by the Seller, or as a result of signing the contract document by the Seller and the Buyer. If the Buyer places an order in response to an earlier Seller's offer, the contract is concluded as a result of the order for the offered goods being received by the Seller. In the case of the Buyer submitting an order request to the Seller with whom the Buyer remains in regular business relations, the contract is concluded if the Seller shall not inform the Buyer about the refusal to accept the order within 2 business days of receiving the order.
  5. The Buyer may cancel the order, but not later than within 2 days before the set delivery date of the ordered product.
  6. Proposals, announcements, price lists, prospectuses, catalogues, etc. that come from the Buyer are for information purposes only and do not constitute an offer that binds the Buyer.
  7. Unless the parties expressly agree otherwise, all prices quoted by them shall be understood as the franco price of the Buyer’s warehouse, including all delivery costs, especially transport, loading, unloading and insurance cost, as well as VAT.
  8. The payment of the goods price shall be made to the bank account indicated on the invoice sent by the Seller. The agreed payment date begins to run no earlier than on the date of delivery to the Buyer of a relevant invoice issued in accordance with the contract and the applicable regulations. Unless the contract provides otherwise, the applicable payment period is 35 days from the date of receipt of the invoice, correctly issued by the Seller.

Properties of the goods

  1. The Seller shall ensure and warrant that the goods delivered to the Buyer are strictly in line with the order and the offer previously submitted to the Buyer or a separate assurance. The performance of the order is tantamount to additional assurance to the Seller that the goods have the properties indicated in the order. Seller’s assurance of the properties of the goods is applicable and binds the Seller in relation to all subsequent deliveries carried out on the basis of Buyer's orders, placed until the Buyer is clearly informed of the change in the properties of the goods offered.
  2. The Seller shall ensure and warrant that the goods delivered to the Buyer are free from any physical and legal defects, the Seller has the right to dispose of them and in relation to this product has the permission for collecting and transporting waste, and at the same time, that they remain an active taxpayer of the value added tax and duly comply with tax law provisions regarding such taxpayers.
  3. In any case, even if the offer, order or other document defining the content of the sales contract shall not specify clearly, the goods are free of any chemical substances and mixtures within the meaning of the Chemical Substances and Mixtures Act, in particular nitrates, phosphates, etc. as well as free all radioactive substances and items and substances under pressure, in particular aerosol products.

Terms of delivery and receipt of goods

  1. Unless the parties agree otherwise, goods shall be delivered to the Seller by their own means of transport and at their own expense to the Buyer's plant indicated in the order. The packaging of marking, labeling and loading of the goods shall be also carried out by the Seller at their own expense.
  2. If the parties agree to organize the carriage of goods by the Buyer and do not expressly bear the cost of such carriage by the Buyer, the Seller shall be obliged to cover the cost of carriage (transport). In this case, the carrier does not act on behalf of the Buyer or at his risk. The release of the goods to the carrier is not tantamount to the release of the goods to the Buyer, which occurs only when the goods are handed over by the carrier to the Buyer. The Buyer shall not be responsible for the actions and omissions of the carrier who provides transport services professionally.
  3. The Seller is obliged to pack the goods properly, in a way that facilitates their loading, unloading and moving as well as secure them for the time of transport. The Seller also ensures that the goods are properly joined together by plastic tape or steel wire, baled or briquetted in a way that does not jeopardize the safety of employees of the Buyer when unloading, loading or moving goods.
  4. The amount of goods delivered and collected by the Buyer is bindingly determined on the basis of a reading of the measurement made with the use of scale in the Buyer's plant. This also applies to goods, the transport of which is organized by the Buyer in accordance with point 2.
  5. Handing over the goods shall be confirmed by the Buyer in writing in the appropriate delivery document (such as warahouse document or bill of landing), providing the amount of goods delivered, determined in accordance with point 4. Handing over the goods to the Buyer is not tantamount to their receipt or examination and does not confer the presumption of conformity of the goods with the contract.
  6. The Buyer performs collection of the goods after their verification and final qualification carried out at the Buyer's plant by employees (classifiers) of the Buyer. The Seller may participate in the activities of checking and final qualification of the goods, however, their failure to do so shall not affect the binding nature of the result of the check.
  7. As part of the verification and final qualification of the goods, the Buyer may also unbale the goods. If it is found that the goods have not been properly baled, the Buyer has the right to reduce the price of each ton of this product by 80 (eighty) PLN/net ton. The discount is made on the basis of an appropriate notification sent by the Buyer, based on which the Seller shall issue an appropriate correcting invoice.
  8. The result of the check and final qualification of the goods is documented in writing and included in the Delivery Confirmation document. Goods considered to be compliant with the contract shall be considered as collected. The Delivery Confirmation document is the basis for issuing the invoice by the Seller with regard to the goods whose compliance with the contract is confirmed.
  9. The result of the check and final qualification entered into the PZ document is sent to the Seller. As a result, information about improper goods zbelowaniu is also placed. Failure by the Seller to raise an objection to writing or e-mail to the addresses specified in § 5 sec. 4, as to this result, within 24 hours of its receipt will be tantamount to confirmation of this result by the Seller and binding parties. The seller can not oppose the partial acceptance of goods considered to be compliant with the contract.
  10. By stating the non-conformity of the goods with the contract, including contamination of the goods, the Buyer may explicitly notify the Seller about the price he is willing to pay for this product if, despite non-compliance, he is interested in the retention and purchase of the goods. Notifications of this Buyer are made by sending a PZ document or separately, within 48 hours of sending the PZ document.
  11. In case the Seller raises an objection in an effective and timely manner, as to the result of the verification and final qualification of the goods, the Buyer prepares the supporting photographic documentation and temporarily secures the goods for the purpose of further verification of their condition and properties.
  12. Within 5 business days of submitting an effective and timely objection, the Seller has the right to collect goods that are not in accordance with the contract or improperly baled in the scope covered by the objection, by their own efforts and at their own expense. In the event of non-compliance of the goods with the contract, their inappropriate baling, applies only to part of the delivered goods, the right to collect the goods and the corresponding obligation to return the goods by the Buyer shall only be granted in reference to this part.
  13. In the event of failure to collect the goods in accordance with point 12 or grant prior approval of the price proposed by the Buyer in accordance with point 10, the goods are transferred to the Buyer, who is obliged to pay the price referred to in point 10 or reduced accordingly in accordance with 7. 3
  14. Return of goods carried out pursuant to point 12 shall not release the Seller from the obligation to cover transport costs to the Buyer's plant, if this was organized or carried out by the Buyer. In addition, the Seller shall cover the cost of unloading, checking and securing the goods temporarily at a rate of 50 PLN net per ton, based on a relevant invoice issued by the Buyer with a 7-day payment deadline.
  15. In case the Buyer does not inform the Seller about the interest in the purchase of the goods inconsistent with the contract at the price set by them, the Seller is obliged to take back the goods at his own expense and within 7 days of the receipt of notification of the non-conformity of the goods with the contract. In the event of a delay in the performance of this obligation, the Seller shall be obliged to pay remuneration for storing the goods at the rate of 20 PLN net per ton for each day of delay. If the delay exceeds 10 days, the Buyer shall be entitled to take full possession of the product by unilateral statement sent to the Seller and dispose of the product at the Seller's cost, at the rates announced by the Buyer last time.
  16. The provisions of the preceding points shall not limit the rights of the Buyers provided for by the provisions of the Civil Code in the event of improper performance of the sales contract, including warranty rights, not excluding the right to reduce the price or withdraw from the contract in case of defect released later on as well as claim damages on general terms.

Delay in delivery

  1. The seller is obliged to deliver the goods within the time specified in the order. If the date of delivery of the goods is not specified in the order, the seller is obliged to deliver the goods within 7 days of receiving the order.
  2. The Buyer is entitled to refuse to collect the goods delivered with a delay in whole or in part without parts and within 7 days from the delivery of the goods, withdraw from the contract in whole or in part without setting an additional deadline for the Seller.
  3. In the event of withdrawal from the contract due to reasons attributable to the Seller, the Buyer has the right to demand a contractual penalty in the amount of 10% of the gross value of the goods to which the contract relates.
  4. In the event that, despite the delay, the Buyer collects the goods, the price of the goods affected by the delay is reduced by 0.2% for each day of delay. This shall not limit the right to claim compensation for improper performance of the contract under general rules.

Final Provisions

  1. Any changes, additions and modifications of the sales contract, including those concluded in writing, require the written form or otherwise shall be null and void or exchange of correspondence using e-mail or fax, subject to the provisions of points 3-6 below.
  2. Any actual behavior of one of the Parties, even repeated many times, constituting a derogation or acceptance of a derogation from any provisions of the GTC, shall not be understood as amendments to the GTC and shall not limit the right to demand full compliance with all provisions of the GTC.
  3. Offers, orders, confirmations and other notices between the Buyer and the Seller may be submitted using one of the following means of transferring information: letter (piece of writing), fax, e-mail.
  4. The correspondence sent to the following e-mail addresses shall be considered as submitted effectively and delivered via e-mail by the Buyer.
  5. Unless the Buyer notifies of a change or other e-mail address for correspondence with a given Seller:
  6. The correspondence sent to and from the e-mail address indicated by the Seller or previously used by the Seller in correspondence with the Buyer, unless the buyer notifies about the change or other e-mail address, shall be deemed to be effectively submitted by the Seller and properly delivered to the Seller by e-mail.
  7. Offers, orders, confirmations and other notifications will be considered to be effectively submitted, accepted on behalf of the party, if they are submitted by a person who earlier (with previous orders, other notifications, respectively) acted for that party, and the party has not question these activities and even implicitly regarded them as having been done on their behalf, until the other party is notified of the withdrawal of the power of attorney (authorization) for that person.
  8. All disputes concerning contracts of sale to which the GTCP applies shall be subject to the exclusive jurisdiction of Polish courts, competent locally due to the location of the Buyer.