General Conditions of Sale
Biuro Techniczno-Handlowe BTH Import Stal Sp. z o.o.
I. General Provisions
- The General Terms and Conditions of Sale shall govern the conclusion of contracts for the sale of goods and services offered by Biuro Techniczno-Handlowe BTH Import Sp. z o.o. with its registered office in Krakow, except for the purchase of goods for purposes not related to professional or business activity (consumer sales).
- General Terms and Conditions of Sale form an integral part of all sales agreements concluded with the Seller – including supplementary or substitute deliveries – and define mutual relations between the Seller and the Buyer. Any deviation from these General Terms and Conditions of Sale must be made in writing in order to be valid. In case of discrepancies between the contractual terms agreed by the Parties and these GTCS, the contractual sales terms agreed by the Parties shall apply.
- The General Terms and Conditions of Sale are provided for the information and acceptance of the Buyer at the latest when placing an order, and are also available on the website www.bth.pl. If the Buyer remains in permanent commercial relations with the Seller, the Buyer’s acceptance of the General Terms and Conditions of Sale at the time of the first order shall be deemed to be their acceptance for all other orders and sales agreements until their content is changed or their application is revoked.
- Lack of acceptance of these GTCS by the Buyer shall entitle the Seller to withhold the issue and delivery of goods until their acceptance by the Buyer in writing. The Seller may set an additional time limit for acceptance of GTCS, after its ineffective expiry, the Seller may withdraw from the agreement.
- Within the scope of sales of goods and services offered by the Seller, the application of contract templates other than the General Terms and Conditions of Sales, in particular general contract terms and conditions, contract templates and regulations applied by the Buyer shall be excluded. The absence of the Seller’s objection to any contractual models other than the General Conditions of Sale as well as the actual delivery of goods or provision of services by the Seller may under no circumstances be construed as acceptance of contractual models other than the General Conditions of Sale.
- The following terms used in the further part of the General Terms of Sale shall mean:
Seller – Biuro Techniczno-Handlowe BTH Import Stal Sp. z o.o. with the registered office in Kraków,
Buyer – an entity which is the other party to the sales contract,
Parties – Seller and Buyer,
GTCS – these General Terms and Conditions of Sale,
Goods – all goods and services offered by Biuro Techniczno-Handlowe BTH Import Sp. z o. o. with its registered office in Kraków,
Contract – a contract for the sale of goods,
Supplier – the Seller’s business partner who supplies the Seller with goods.
II . Concluding the contract
- The Contract is concluded on the basis of an order placed by the Buyer in writing, or sent by e-mail or fax, and the confirmation of that order, with the proviso that the Contract is concluded only at the moment of the Seller’s written confirmation of the acceptance of the order, including fax or e-mail.
- The Seller reserves the right to refuse to accept an order within 5 working days of receiving it.
- If the Seller confirms the order with changes or reservations, the Contract is concluded at the moment when the Buyer confirms that he accepts the offer with changes or reservations. In the event that within 3 days the Seller does not receive confirmation that the Buyer accepts the offer with amendments or reservations, it is deemed that the Contract is not concluded and the Seller is no longer bound by the submitted offer.
- Any oral agreements, assurances, promises and guarantees made by the Seller’s employees in connection with the conclusion of the Agreement or submission of an offer shall not be binding upon the Parties unless confirmed in writing or electronically.
- If, for reasons beyond the Seller’s control, relating to the Supplier or the manufacturer of the Goods, the Seller shall be unable to perform the Contract in whole or in part, it shall be entitled to withdraw from it in whole or in part. The Seller shall not be liable for any damage caused thereby.
- Any amendments to the Contract shall be made in writing, including amendments that may be made by e-mail or fax, but any amendments to the Contract or separate oral agreements shall be valid upon written confirmation by the Seller and shall apply exclusively to the business transaction concerned.
- Apart from the regulations included in GTCS, the Seller allows for the possibility of concluding individual contracts and reserves the right to accept orders in part and to reject them without stating the reason.
III. Information about goods, offers, samples, prices
- All technical information concerning the Goods resulting from catalogues, brochures and other advertising materials presented by the Seller are approximate data and are valid only to the extent they are accepted by both Parties.
- The Buyer is obliged to know the technical parameters of the Goods ordered. The Seller is obliged to deliver the Goods in accordance with the order and is not responsible for their further use.
- Advertisements, commercials and catalogues about the goods offered by the Seller are for information purposes only. The samples and specimens issued by the Seller are for illustration and exhibition purposes only.
- The prices for the Goods offered by the Seller are exclusive of VAT, unless expressly indicated otherwise.
- The final price of the Goods shall be determined on the basis of prices valid at the Seller’s on the date of placing the order.
- Any discounts, rebates, etc. granted by the Seller must be agreed individually in writing.
IV. Order performance
- During the execution of deliveries, due to the nature of the offered products, the Seller reserves the margin of quantitative accuracy in the execution of the order of plus or minus 10%, and in the case of coils of plus or minus 15%.
- Goods are sold by quantity according to the sales units (e.g. mb, kg).
- The Seller guarantees the quality of one side of the material. Unless otherwise specified, it is the face in the case of sheets and the outside in the case of coils.
- The Buyer is responsible for ensuring that the technical data, quality and quantity of the material specified in his order or contract corresponds to his needs. If the order does not specify the conformity of the material to a standard, or does not contain a description of the desired quality of the material, the ordered Goods shall be delivered as ordinary commercial goods, in this situation the Seller shall not be liable for special quality requirements.
- The seller reserves that in the case of products made of corrosion-resistant steel, the existence of defects, as stipulated by the standards, cannot be excluded. Therefore, the Buyer undertakes to subject these products, prior to their use, to the tests appropriate to their purpose and required by Polish law.
- Approvals, certificates, declarations of conformity or other documents confirming the quality of the Goods shall be attached to the Goods delivered, if such a requirement is indicated in the order or contract, up to 5 days from the date of delivery. The Seller does not verify the technical information contained in approvals, certificates and other documents certifying quality.
- If the Seller has not received approvals from the manufacturer or its supplier by the time the Goods are issued or invoiced, the issuance or dispatch of the approval shall take place as soon as the Seller has received it. Such a delay shall not give rise to any claims whatsoever on the part of the Buyer or its business partners, including, in particular, the withholding or reduction of payments, the lodging of complaints and the assertion of other claims of a sanctioning nature.
- Placing an order shall not bind the Seller, and the absence of his response shall not constitute “tacit acceptance of the order”, unless the Seller proceeds immediately to its execution.
- If the Seller accepts an order with objections, the Buyer shall be bound by the content of such objections unless he submits his comments immediately.
V. Goods entrusted – waste
If the service is performed on entrusted goods/material, the waste generator (steel scrap) is the Seller (Waste Act of 14 December 2012, Journal of Laws 2019, item 701).
Within the scope of the order performed on the goods/material entrusted, in connection with the resulting waste, the Buyer shall:
- collect the waste generated during the processing (scrap) with his own transport, however, in the event of failure to collect the scrap within 14 days from the date of order execution, the Seller shall charge the Buyer with the costs of storage
- transfer the material/goods to the Seller in full, which means that the Seller will manage the waste (steel scrap) generated during the Service/Order on its own and the Buyer has the option to negotiate a price discount for the generation of scrap, unless such a discount was included in the negotiation process.
VI. Standards, principles according to which materials and services are sold
- Sheets and coils:
- chemical composition according to EN 10088-2,
- tolerances for hot-rolled sheets and coils EN 10029,
- tolerances for cold-rolled sheets and coils EN 10259,
- tolerances for cold-rolled narrow strips ISO 9445,
- surface quality and other EN 10028-7,
- BA/2R surface minimum gloss 700GU.
- Tolerances and rules for sheets and coils
- for orders for custom-cut width and length, tolerances are – 0.00 / + 5 mm,
- for orders for polished or foiled coils, the standard is that the first 5 metres and the last 14 metres are with no foil or polishing,
- in the case of orders for raw, grinded or foiled coils, it is accepted as the norm that 10% of the material may not meet the requirements of I grade.
- In the case of orders of sheets lined with paper only, the Seller does not guarantee a scratch-free surface
- sharp edges which arise during formatting/cutting of metal sheets from a coil are considered as the norm – the edges or the resulting burr may constitute approximately 30% of the material thickness
- In the case of orders for coils, the Seller shall not accept any claims for surface quality, flatness, surface defects – after machining or cutting performed by the customer. Any claims for defects related to the above may only be accepted on goods processed and cut by the Seller
- The B-side of the material may have scratches – the seller never guarantees the other side
- In the case of orders
for ground sheets/coils, the following shall be taken as standard
- unsanded edges up to 15mm from each side of the sheet
- foil protruding off the outline of the sheet / plate.
- In the case of brushing sheet / coil orders, the Seller shall not be held responsible for the surface quality, in particular for the repeatability of the surface in relation to previous orders, delivered samples. The brushed surface is only the same if it is made of material from the same smelting – which we cannot guarantee. Complaints made by customers about differences in finishes shall not be accepted.
- Profiles, pipes, flat bars
- chemical composition according to EN 10088-2
- standard of execution for welded profiles EN 10219-2 and/or ASTM A554,
- standard of execution for welded pipes for structural and decorative use EN 10296-2 and/or ASTM A554,
- standard of execution for welded pipes for industrial installations EN 10217-7,
- standard of execution for welded pipes for the food industry EN 10357 (this standard replaced DIN 11850),
- dimensions, tolerances and calculated mass for stainless steel pipes ISO 1127,
- tolerances for cut flat bars EN10028-7/EN10088-2/EN10088-4, DIN 1017
- As a standard, ground materials may have a thickness beyond the standard resulting from the processing technology and the first and last 10 cm up to 80% less than the assumed material thickness
- Angle sections and rods
- chemical composition according to EN 10088-3,
- tolerances for angle sections DIN 1028,
- tolerances for cold-finished round rods EN 10278,
- tolerances for hot-finished round rods EN 10060,
- tolerances for hot-finished square rods EN 10059
- As a standard, ground materials may have a thickness beyond the standard resulting from the processing technology and the first and last 10 cm up to 80% less than the assumed material thickness
- Laser cutting, water cutting, bending: the
- dimension tolerance for laser-cut elements PN-EN ISO 9013:2008 Class 1 or dimension tolerance according to ISO 2768-c,
- bent elements, made with bending radius roughly equal of sheet / plate thickness,
- dimension tolerance for CNC bent elements: ISO 2768- c
- the Seller reserves the possibility of stamps / scratches from bending brake tools or laser frame,
- In the case of laser cutting, we do not burn holes with a diameter smaller than the thickness of the material (we make marks),
- In the case of holes close to the bending line, possible deformation of the holes must be taken into account.
- The Seller reserves the right to make marks/scratches from laser gratings or press brake tools,
- The Seller reserves the right to create hail and chipping from the laser grids on the B-side of the workpiece.
- The price offer (unless otherwise stated) does not include deburring, burning and carbonisation caused by laser cutting technology due to the reflection of the beam from the frame.
- The order of the aforementioned elements is tantamount to accepting the technical notes, material grade and thickness, manufacturing technology and quantity of details.
- tolerances for water cutting for NORMAL quality: ± 1.00 mm + max. bevel: + 0.2 mm / 10 mm of thickness,
- When placing an order for 1pc of a given item, the Seller reserves the right to increase the dimensional tolerance.
VII. Complaints, responsibility for defects
- The Seller’s liability under warranty for defects in the Goods shall be excluded.
- The Buyer shall not be entitled to withdraw from the order and/or the contract in whole or in part.
- The Seller’s liability for damages is excluded.
- The Buyer shall not be entitled to withhold payment for completed deliveries.
- The Seller shall not be liable for Goods used in a manner inconsistent with their intended use and technical properties, in which damage has occurred as a result of third parties’ design and workmanship errors and as a result of failure to observe the manufacturer’s recommendations and instructions.
- If the Buyer resigns from using paper or foil, the Seller shall not be liable for any defects in the material caused by the lack of protection.
- The Seller does not take responsibility for entrusted material ordered by the Buyer for further processing, i.e. service of cutting from a coil, service of grinding, service of laser cutting, service of bending, service of straightening, etc. the Seller is not responsible for the quality of the entrusted material, will not check its quality and will not report any discrepancies.
- The Seller shall not be liable for damage caused during the unloading of the Goods.
- The Seller shall not be liable for damage caused to third parties or to other objects and elements connected with the quality, nature of the material or the way it was processed.
VIII. Delivery, delivery time and costs
- Delivery of the Goods purchased by the Buyer is made on the basis of the Buyer’s order.
- The order should be placed in writing and specify the exact name and address of the Buyer, assortment, quantity of the ordered Goods, date and place of delivery, form and date of payment agreed with the Seller, and bear a company stamp and be signed by a person authorised to place orders on behalf of the Buyer.
- The Seller shall only be bound by the delivery time if it confirms it in writing. The Buyer is obliged to accept the goods on the agreed date.
- The delivery date shall be extended by the duration of an obstacle caused by circumstances beyond the control of the parties, e.g.
- Untimely delivery by the Seller’s suppliers,
- Errors or problems of the Seller’s Suppliers, e.g. quality problems reported by the Supplier, problems with input material, wrong deliveries, etc.
- Force Majeure Events,
- Unforeseeable disruptions to the Seller’s operations, e.g. power shortages, transport and customs delays, transport damage, including roadblocks, time restrictions on truck traffic, electricity shortages, material and raw material shortages, etc.
- Failure to meet the delivery date by the Seller for the aforementioned reasons shall mean that the Buyer shall not be entitled to any claims for compensation of damage resulting from non-performance or late performance of the agreement.
- The Buyer is obliged to collect the Goods immediately after being notified of their availability at the Seller’s warehouses. If there is a delay in taking delivery, the Buyer may be charged for the costs of storage, subject to other rights to which the Seller is entitled. Each partial delivery shall constitute a separate transaction and may be invoiced separately by the Seller.
- If the Buyer does not collect the goods within 14 days after the agreed date for reasons not attributable to the Seller, the Seller has the right to issue an invoice and demand payment of the price for the goods and other services as if the goods were released in accordance with the order.
- If an order is withdrawn in whole or in part (only with the Seller’s prior written consent), the Buyer shall be obliged to cover all costs incurred by the Seller related to the execution of that order. Under no circumstances may an order be withdrawn without the Seller’s written consent.
- In the event when the Buyer decides to use the delivery of the Goods executed with the means of transport of the Seller (or its suppliers), the Buyer shall provide all necessary means enabling smooth unloading of the car.
- The Seller reserves the right to change the time and date of delivery if any inconvenience occurs that is beyond the Seller’s control, e.g. extraordinary events that are difficult to predict such as force majeure, traffic restrictions, weather conditions, road blocks, etc. In the event of such circumstances, the Buyer shall not raise any complaints/concerns related to the delay of delivery.
- The Buyer shall ensure that the access roads to the unloading site provide for the entry and exit of a vehicle with a single axle load of 10 tonnes, a trailer length of 13.6 metres and a height of 4.0 metres. The Buyer is obliged to inform the Seller of any difficulties in writing at the time of placing the order, accepting at the same time any delays in delivery due to this.
- The costs of delivery to the Buyer and other additional services are agreed individually when placing the order. All other costs, which may arise during the execution of the order, e.g. repackaging, cutting, foiling, handling and other charges and taxes applicable during the execution of the order, shall be borne by the Buyer, unless the Parties have agreed otherwise.
- After the Goods have been examined, a document of delivery of the Goods shall be signed by the Buyer or a person authorised by the Buyer in writing. Signing the goods release document is equivalent to confirming the conformity of the goods with the order and the absence of defects.
- The Seller stipulates that in the case of overdue payments, non-payment of interest for late payments or exceeding of the credit limit by the Buyer, as well as other actions to the detriment of the Seller, the execution of further orders shall be suspended until the appropriate payments have been made.
IX. Delivery and transfer of risk
- Unless otherwise specified in writing, risk of delivery of the Goods shall pass to the Buyer when the Goods are handed over to a person authorised to receive them, including a forwarder or carrier.
- At the moment of handing over the goods by the Seller, the benefits and burdens related to the goods as well as the danger of accidental loss or damage pass to the Buyer.
- In the absence of detailed arrangements, which should be included in the specification on the part of the Buyer, the delivery takes place at the Seller’s discretion and without any guarantee as to the choice of the fastest and cheapest way of sending the Goods.
- The Seller shall make every effort to pack the Goods properly. The materials used for packaging shall be credited to the Seller’s own costs and shall not be returned, except for pallets.
- In the case of individual packaging requirements, please specify the packaging instructions in your enquiry or order. The cost of packaging shall be indicated in the trade offer, or in the order confirmation.
- The cost of pallets is not included in the price of the Goods, nor is the cost of packaging. If the Goods are prepared for transport on such pallets, the Seller may, at the end of each calendar quarter, send to the Buyer a statement containing the number of pallets taken and currently in the Buyer’s stock. The deadline for returning pallets is 14 days from the date of receipt by the Buyer of a letter containing a summary of the number of pallets for a given quarter together with a call for their return.
- If the Buyer fails to return the pallets in the quantity resulting from the list sent within 14 days, the Seller shall issue a VAT invoice to the Buyer with immediate effect for the relevant value of the unreturned pallets, without the possibility to return the pallets at a later date. The cost of pallets is determined by the current price list of the Seller.
- If the Buyer returns the pallets within the time limit set by the Seller, the cost of their return transport to the Seller shall be borne by the Seller. If the pallets are returned outside of the deadline set by the Seller, the transport costs of the pallets will be borne by the Buyer.
- The Buyer is obliged to notify the Seller of his intention to return the pallets, as the Seller must make arrangements to accept them in advance.
- The Seller reserves, the Buyer’s claims for damages related to the execution of his order, resulting from defects, if they are not caused by the Seller’s willful misconduct, shall be excluded.
- The Buyer undertakes to strictly observe the instructions for further processing of the Goods (production instructions), assembly, commissioning and operation (operating instructions). The Seller’s liability shall be excluded in the event of non-compliance by the Buyer with the aforementioned instructions or non-fulfilment by the Buyer of the legally prescribed conditions for commissioning or approval of the construction product for marketing and common use, or approval for marketing and individual use.
- Seller shall not be liable for loss of Goods processing expenses, loss of production, loss of revenue and/or other consequential or special loss or damage incurred directly or indirectly by Buyer or third parties. The Seller shall only be liable for damage resulting from its gross negligence or wilful misconduct, provided that this is proven by the customer, whereby the amount of compensation claimed shall not exceed 100% of the defective or damaged goods as specified in the invoices. The above reservation is without prejudice to other provisions of GTCS excluding completely the Seller’s liability for damages.
XII PERSONAL DATA PROTECTION
- For the purposes of implementing the Contract, the Parties may make available to each other personal data of their representatives and other persons in connection with the implementation of the Contract to the extent arising from the provisions contained therein.
- Each Party undertakes to ensure the processing of personal data in accordance with generally applicable legislation, in particular the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons in relation to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation) and the Act of 10 May 2018 on the protection of personal data.
- The parties declare that the personal data provided has been collected in accordance with applicable law and that they, as controllers of such personal data or professors, are authorised to share it.
- The Parties declare that they have implemented appropriate technical and organisational measures to ensure that the processing of personal data complies with the relevant provisions of the GDPR and other applicable laws, and that these measures protect personal data in an adequate manner.
- The information clause of Biuro Techniczno-Handlowe BTH Import Stal Sp. z o.o. regarding the personal data of the Buyer or the personal data of the Buyer’s employee/co-worker can be found on the Company’s website – [LINK]
- The Buyer undertakes to comply with the information obligation provided for in Articles 13 and 14 of the GDPR, in respect of the natural persons referred to in paragraph 1, and undertakes to comply with it immediately in the event of a change or extension of the number of persons referred to above.
XIII. Terms of payment
- Payment for the Goods received shall be made without deduction immediately after the invoice is issued or in accordance with the agreed payment terms.
- The Buyer becomes the owner of the Goods at the moment of the full payment for these Goods, within the time limits specified by the Seller (reservation of the ownership of the sold thing – article 589 of the Civil Code), unless the Parties have agreed otherwise. Any contrary arrangements shall be made in writing to be valid.
- The date of crediting the account of the Seller with the amount due shall be the date of execution of the service by the Buyer.
- In case of delay in payment, the Seller shall be entitled, without additional calls, to charge interest in the statutory amount for delay. The interest for delay shall be calculated as of the day following the day of maturity.
- If the payment is not made on time, the Seller shall be entitled to claim, in addition to the main amount due and the statutory interest for delay in commercial transactions, also the costs of court proceedings, enforcement proceedings, legal representation and any costs related to the collection of the amount due.
- If the Buyer has fallen into arrears with payments due under more than one invoice, the Seller shall have the right to credit any payment made by the Buyer under any invoice first against statutory interest for delay in commercial transactions and then against the receivables that are most due.
- The Buyer is not entitled to submit a statement of deduction against the Seller.
- Bills of exchange and cheques shall only be accepted to secure claims upon prior agreement with the Seller.
- In the event of ordering the Goods and then failing to accept them, withdrawing from the order or any other discontinuance of the performance of the Contract, the Seller shall be entitled to charge a contractual penalty in the amount of 100% of the gross value of the part of the order not performed.
- In the event of cancellation of an order for the delivery of Goods on the Customer’s individual order, the amount of the contractual penalty is 100% of the gross value of the Goods. Any prepayments made by the Buyer concerning this order shall be counted towards the aforementioned contractual penalty.
- Custom deliveries require prepayment in the amount defined by the Seller.
- The Seller shall be entitled to claim damages in excess of the contractual penalties.
- The Buyer undertakes to immediately notify the Seller in writing of any change of its registered office or place of residence and of the address for service of correspondence. In the absence of notification, any service made on the addresses indicated in the order or in signed contracts or other commercial agreements shall be deemed to be effective.
- The Buyer shall be obliged to immediately notify the Seller of establishing a lien or any other encumbrance on the Goods sold with reservation of ownership.
- As soon as bankruptcy or composition proceedings or restructuring proceedings have been initiated in relation to the Buyer, the Buyer shall be obliged to mark the Goods in a manner indicating that ownership rights have been reserved for the Seller. In case of seizure of Goods being the property of the Seller in the course of enforcement proceedings directed to the Buyer’s property, the Buyer shall be obliged to immediately inform the Seller about this fact. The Buyer shall be obliged, upon the Seller’s request, to provide immediately all information about and where the Goods, the ownership of which is reserved for the Seller, are stored. The Seller shall be entitled to inspect the Goods at the place where they are located as well as to take them back.
XIV. Final provisions
- Any and all legal relations with the Buyer are exclusively governed by Polish law.
- The place of performance of contracts between the Parties shall be Krakow.
- Any possible disputes and/or claims that may arise between the Parties in any category of matters arising out of or in connection with the conclusion or performance of Sales Contracts, in particular arising out of or in connection with the conclusion, content, validity, termination, invalidity or performance of obligations under Sales Contracts, as well as Seller’s pursuit of interest (interest notes) on late payment by the Buyer shall be settled by common courts competent for the office of the Seller. The Seller reserves the right to bring an action before a court having jurisdiction over the Buyer if this may accelerate the settlement of the dispute.
- No assignment of rights arising from a contract concluded with the Seller or an order placed shall be permitted in relation to any third party without the Seller’s written consent.
- In the case of invalidity of some provisions of GTCS due to introduction of different statutory regulations, the remaining provisions do not lose their validity.
- By accepting the GTCS, the Buyer consents to the processing of his personal data by the Seller for the purpose of carrying out the order.
- In matters not regulated by these GTCS provisions, the provisions of the Civil Code and the Act of 08 March 2013 on Counteracting Excessive Delays in Commercial Transactions shall apply respectively.
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