Terms & conditions

General Terms And Conditions of sale in K.Brzęczek Sp.K.

I. General Provisions

These General Terms of Sale (GTS) apply to all sales agreements for goods concluded by K. BRZĘCZEK Sp.k., as the seller.

The terms used herein mean:

• Seller – K. BRZĘCZEK Sp.k.;
• Buyer – the entity that is the other party to the sales agreement (contracting party of K. BRZĘCZEK Sp.k.);
• Parties – the Seller and the Buyer;
• Goods – commercial goods and products manufactured or sold by K. BRZĘCZEK Sp.k.;
• Manufacturer – the manufacturer of the goods sold by K. BRZĘCZEK Sp.k.;
• Offer – a written statement made by the Seller to the Buyer without a prior order from the Buyer, containing in particular information about the offered goods, price, and delivery terms;
• Order – a written order placed by the Buyer for goods included in the offer of K. BRZĘCZEK Sp.k.;
• Recipient – the entity to which the goods purchased by the Buyer are delivered. The Buyer is not always the recipient of the goods;
• Business Days – whenever the GTS specifies “business days,” it refers to days counted from Monday to Friday, taking into account generally applicable provisions on public holidays.

These General Terms, together with the written order confirmation, constitute the complete and sole contractual arrangement binding the parties with respect to the sale of goods.

In special cases, the parties may, in writing under penalty of nullity, conclude an annex (e.g., specific conditions) with provisions differing from those contained in the General Terms.

The conclusion of a separate sales agreement excludes the application of these General Terms only to the extent regulated differently therein.

II. Product Information

The subject of sale by K. BRZĘCZEK Sp.k. is cold-formed steel sections made of cold-rolled, hot-rolled, and galvanized steel.

Sections are produced in standard lengths. At the Client’s request, sections can be cut to size and delivered in non-standard lengths. The method of packaging and marking the sections complies with the Technical Conditions of K. BRZĘCZEK Sp.k. A different method of packaging and marking for a client is possible upon approval by the Seller.

All information regarding Products, including weight, dimensions, quality, as well as technical data and other details contained in the Seller’s advertising materials, should be treated as informational only. Such information is binding for the Seller only to the extent that it forms part of the agreement concluded between the Seller and the Buyer.

III. Conclusion of Agreement

The basis for concluding a sales agreement, also in the case of a written offer from the Seller, is a written order from the Buyer signed in original by persons authorized to represent the Buyer and an order confirmation by the Seller signed in original by persons authorized to represent the Seller.

The absence of a written order and confirmation in the specified manner means that the sales agreement has not been concluded. The sales agreement is deemed concluded upon delivery of statements by the other party.

All legally possible forms of implied (tacit) contract conclusion are excluded.

For the validity of the conclusion or amendment of a sales agreement, all statements exchanged between the parties in this regard must be delivered in writing via fax or e-mail. This provision applies in particular to offers, orders, and order confirmations.

If the order does not specify material compliance with a standard or does not include a description of the required material quality, it will be delivered as a regular commercial product, without responsibility for special quality requirements.

The Seller reserves the right to make changes to order specifications without notifying the Buyer, provided such changes do not cause any inconvenience to the Buyer.

In the event of the Buyer’s withdrawal from delivery after placing an order and its acceptance by the Seller, the Buyer shall be obliged to pay compensation covering all costs and lost profits, and to reimburse expenses incurred by the Seller in connection with the order and its cancellation.

IV. Price and Payment Terms

The price and payment date for the sold goods shall be specified in each order confirmation.

The Buyer undertakes to pay the price within the period specified in the Seller’s order confirmation or, if no period is indicated, in the VAT invoice issued by the Seller. Payment is deemed made upon receipt of funds in the Seller’s bank account.

In the event of delay by the Buyer in paying all or part of the price for delivered goods, the Buyer shall pay statutory interest for delay and deliveries already accepted may be withheld until payment is received. Possible complaints by the Buyer do not entitle them to withhold payment.

Prices quoted by the Seller are net prices and will be increased by VAT at applicable rates.

The Seller reserves the right to change payment terms at any time if informed of a deteriorating financial situation of the Buyer that may hinder payment.

The Seller declares that fulfillment of orders with deferred payment terms takes place under an individual trade credit limit (debt limit) established for the Buyer, indicating the Buyer’s maximum debt level. The trade limit is granted before the first sale, based on the Buyer’s registration documents and the security provided by the Buyer.

Goods are sold quantitatively according to the units specified in the contract (linear meters, kilograms).

If circumstances arise after conclusion of the contract justifying an increase in the price of goods, in particular an increase in customs duties, the introduction of additional customs fees, or other public-law charges, the Seller has the right to unilaterally increase the price of goods, indicating the reason for the increase. The increase may not exceed the actual growth of cost elements.

Transactions with new clients are executed on a cash/prepayment basis.

V. Delivery of Goods

An order is deemed fully executed when the product is delivered with a tolerance of +/- 10% of the ordered quantity.

The delivery date and place shall be specified in each order confirmation.

Deliveries are carried out at the prices agreed on the date of the price offer and its acceptance by the Client.

In case of order fulfillment delays, the Seller shall immediately inform the Client.

If goods are originally packed in bundles not opened, the parties accept the actual weight of the goods provided by the Manufacturer and stated on the identification tag of the given bundle. If the Manufacturer’s tag is missing, the parties accept the actual weight of the bundle determined by the Seller’s weighing. If goods are not originally packed in bundles, and the subject of sale is individual pieces taken from a bundle, the parties accept the theoretical weight based on conversion according to applicable material standards.

If the Buyer does not specify required documents in the order, the Seller is not obliged to provide them upon request.

Indicating a Recipient of goods by the Buyer constitutes authorization for that Recipient to collect the goods with all consequences as if collected by the Buyer.

Order execution may be suspended by the Seller in the following cases:

• the Buyer exceeding the debt level granted by the Seller beyond the maximum credit limit,
• delay in repayment of obligations to the Seller exceeding 30 days,
• change or withdrawal of the Buyer’s credit limit.

The parties agree that the cost of loading the goods onto the means of transport rests with the Seller, while unloading costs rest with the Buyer, regardless of who bears the transport costs. The Buyer is obliged to provide conditions and equipment necessary for efficient unloading. The Seller shall not be liable for damage arising during unloading. In the case of delivery by the Seller’s truck, the Seller may charge the Buyer with parking costs due to reasons attributable to the Buyer.

The Buyer undertakes to carefully inspect the goods upon receipt in terms of quantity and quality. Signing the delivery document by the Buyer or Recipient is equivalent to confirming compliance of the goods and their parameters with the agreement.

Ordered goods must be collected within 7 business days from the date specified in the order. If another collection/delivery date is set by the Seller, this period is counted from that date. Failure by the Buyer to collect goods within the specified time results in a storage fee of 10 PLN/ton per day of delay. In such case, the Seller may withdraw from the agreement and charge the Buyer with all related costs.

Additionally, in case of delayed collection of goods, the Buyer bears the risk of deterioration of the products, their accidental destruction, or unintended loss.

The Seller is exempt from liability for delays in delivery caused by failure of its supplier to deliver on time.

The risk of loss or damage to goods passes from the Seller to the Buyer at the moment the goods are handed over to the Buyer or, in the case of goods entrusted to a carrier indicated by the Buyer, at the moment of handing over the goods to the carrier, regardless of who bears the transport costs.

VI. Complaints

Any quantity and quality complaints regarding visible defects must be made during receipt of the goods and must be referenced to the transport documents related to the given delivery.

In sales between entrepreneurs, the Buyer loses warranty rights if they did not inspect the goods at the time and in the manner customary for such goods and did not immediately notify the Seller of a defect, or if the defect became apparent later – if they did not notify the Seller immediately upon its discovery, but no later than within 30 days from the delivery date of the respective order batch.

Reporting quantity and quality discrepancies at the time of receipt requires preparing a discrepancy protocol and making an entry in the transport document signed by the carrier.

A complaint will not be accepted if the actual quantity of delivered goods differs from that stated in the transport document by no more than +/- 1%.

In the case of quality complaints, the Buyer must indicate the non-compliance of the delivered goods with the order or material standard.

The date of complaint submission is deemed to be the date of the Buyer’s first written notification by post, fax, or e-mail of the existence of a defect in the goods. The complaint must include: product designation, batch number, quantity, reason for complaint, and delivery document number.

Properly submitted complaints will be considered within 14 business days from the date of submission. The Seller reserves the right to extend this period if the complaint depends on the decision of a testing body.

The Buyer undertakes to isolate and make the complained goods available in delivery condition to the Seller for inspection upon request. The Buyer must secure the goods against adverse weather conditions. If a hidden defect is discovered during processing, the Buyer must immediately stop further processing of the goods. If the goods are processed after reporting a non-compliance, the Seller’s liability for defects expires.

If a technical expertise by an independent expert is required to assess the existence of defects, the Buyer is obliged to commission and obtain such expertise. The Seller will take a position on the defectiveness of the goods after receiving the relevant expertise from the Buyer, who commissions it to an independent expert agreed by both parties.

The costs of expertise and any other costs related to the complaint, in particular travel expenses of representatives of the Seller and the Buyer, as well as the costs of isolating, selecting, and examining the complained goods, shall be borne by the Parties as follows:

• if the complaint is recognized as justified, all costs related to the complaint shall be borne by the Seller,
• if the complaint is rejected as unfounded, all costs related to the complaint shall be borne by the Buyer.

Acceptance or rejection of the complaint will be made in writing after examination of the complained goods batch by the Seller or, if applicable, after an expertise by an independent expert. If the complaint is accepted, the Seller undertakes at its own cost to replace the defective goods with defect-free ones within the period agreed by the parties. If replacement is impossible, the Seller has the right to refuse replacement and refund the Buyer the relevant portion of the price, if already paid.

Initiating the complaint procedure does not release the Buyer from the obligation to pay for the delivered goods on time.

VII. Force Majeure

The parties shall not be liable for partial or total non-performance of the contract caused by force majeure (extraordinary circumstances, strikes, disasters, war, terrorist attack, etc.). In the event of force majeure, performance of the contract shall be suspended for the duration of the stated circumstances.

VIII. Jurisdiction and Applicable Law

Only Polish law shall apply to agreements concluded under these GTS.

All disputes arising between the parties and resulting from these Terms and the agreement concluded between the Buyer and the Seller shall be settled in accordance with Polish law, by the courts in Poland competent for the Seller’s registered office.

IX. Final Provisions

If any provisions of these GTS prove invalid or ineffective, this shall not affect the validity and effectiveness of the remaining provisions. In such case, the parties undertake to adopt provisions that effectively reflect the previous ones.

Any changes to these GTS require written form under penalty of nullity. The Seller is obliged to inform the Buyer of any changes to the GTS before conclusion of the agreement.

These GTS are made available to the Seller’s contracting parties on the website www.brzeczek.pl/regulamin under the REGULAMIN tab. The Seller informs the Buyer of any changes to the GTS by publishing the content of the changes on the website www.brzeczek.pl/regulamin.