General Terms of Sale

§1 General Provisions

1. These General Terms of Sales (hereinafter referred to as GTS) specify the conditions under which all commercial transactions between the Seller and the Buyer take place.

2. GTS constitute an integral part of every contract between the Seller and the Buyer (under the terms of the contract it is also understood the confirmed order). The commencement of cooperation is equivalent to acceptance by the Buyer of General Terms and Conditions.

3. The Seller shall not be bound by any sale conditions or reservation of the Buyer inconsistent with these General Terms of Sale, even if the Seller has not expressly objected to such conditions or reservations.

§2 Definitions

– Seller – ALAS Utex Sp. z o.o. with its registered office in Tworków (47-451) at Dworcowa 30, entered in the register of entrepreneurs kept by the District Court in Gliwice, Economic Department of the National Court Register under number: 0000088358, Tax ID: 6391779662.

– Buyer – The legal entity that has signed the contract with the Seller or placed an order, the acceptance of which the Seller confirmed in writing or any other person who collected the goods and/or service from the Seller.

– Goods – all own products manufactured by ALAS Utex Sp. z o.o. as well as trade goods being the subject of sale.

– Services – all types of services provided by ALAS Utex Sp. z o.o. for the Buyer

– Interested – a potential buyer who intends to buy a good or service that will be the subject of the contract.

– Deterioration of the financial situation – a situation that aims or could lead to failure to settle the claims of the Seller.

– INCOTERMS 2010 is used for all definitions used in these Terms of Sale. The terms from INCOTERMS 2010 may be extended here.

§3 Offers and sales

1. Sales proposals submitted by the Seller (including proposals called ‘offers’) do not constitute a binding sale offer – within the meaning of the Civil Code, but only a proposal by the potential Buyer to place an order. Until the contract is signed or the order is accepted in writing, the Seller’s offer is an estimate offer.

2. All offers and price lists are not binding. The calculation is based on the price valid on the day of delivery. Ensuring price stability requires special written confirmation.

3. The offer submitted by ALAS Utex Sp. z o.o. does not automatically reserve the Goods being the subject of this offer.

4. Samples and formulas should be treated as illustrative material in relation to quality and colors. Certain differences that are typical of natural materials are not a basis for complaints.

5. In the event that after submitting the offer by the Seller, the financial situation of the Buyer will be significantly worsening or important non-known circumstances will be revealed. on the day of submitting the offer, and causing that the performance of the contract is significantly endangered, ALAS Utex Sp. z o.o is entitled to withdraw from the contract in whole or in part and to investigate the costs incurred in this respect.

6. The offer is a relationship between the Seller and the Buyer. All its details are confidential and intended only for interested parties. Both parties undertake to keep its details only for their use. Abuse or further unauthorized transmission, which will act to the disadvantage of the other party, will be resolved in accordance with applicable law.

§4 Orders

1. It is required to submit a written order by e-mail, fax or personally specifying the assortment, payment terms, delivery date, and method of delivery. Placing an order by the Buyer is equivalent to accepting the General Terms of Sales in force in the Seller’s company.

2. The placed order must have full details of the Buyer and contact numbers necessary for the Seller in the implementation/organization of the order.

3. The Seller, after verification of the order in technical terms and checking possibility of delivery, will send the customer a written confirmation of the order (order confirmation) with the conditions such as:

–  payment terms,
– realization date,
– way of receipt/delivery,
– type of Goods, quantity and unit price.

4. The Seller’s acceptance for order’s execution requires acceptance and signing the order confirmation by the Buyer or a person authorized to represent the Buyer. In case the Buyer does not sign prepared by ALAS Utex Sp. z o.o. confirmation of the order, the Seller has the right to suspend the delivery of the Goods.

5. The fact of accepting the order does not bind the Seller in a situation where for reasons beyond his control, in particular due to force majeure, the sale of products is impossible or excessively difficult.

6. Regardless of the submitted offers, only the order confirmation is binding, sent by the Seller in writing via e-mail, fax or traditional mail.

7. If the Buyer fails to meet the terms of the order/contract, in particular from the obligation to deliver the documents referred to in point 11 of the section ‘Prices and Payments’, the Seller reserves the right to suspend the execution of the order / contract due to the fault of the Buyer.

8. During the repair period (December – March), the availability of the Goods depends on the inventory of the Seller.

9. The Buyer may withdraw from the execution of the order without financial consequences up to 3 business days from the day of placing the order. This withdrawal requires a written form. Withdrawal by the Buyer submitted after this date, and before commencement of the delivery, authorizes the Seller to charge the Buyer with a contractual penalty in the amount of 10% of the value of unrealized deliveries. Payment of the penalty shall be made on the basis of the debit note within 7 days from the date of its issuance by the Seller.

10. If there is a withdrawal from the contract, not attributable to the Seller, which incurs damage to the Seller, regardless of the obligation to pay a contractual penalty, the Seller may claim payment of compensation on general terms.

11. Any unforeseen events that are not affected by any of the Parties and which may result in failure to perform the contract in whole or in part shall be considered as ‘force majeure’. For the purposes of the transaction, ‘force majeure’ means an event whose occurrence is independent from the parties and which they cannot prevent with due diligence, in particular: war, extraordinary states, natural disasters, epidemics, revolutions, strikes, riots, communication failures. Force majeure is also understood as failure of the technological line and temperature drop below 0 degrees Celsius. Failure to perform the contract in whole or in part due to ‘force majeure’ entitles the parties to withdraw from the contract, but without the Buyer’s right to compensation.

12. The Seller’s advice in the field of technical properties and application of the products proceeds to the best of knowledge based on the research and experience carried out by the Seller. However, all data on the suitability and use of the goods are not binding and do not absolve the Buyer from performing his own tests and trials. The buyer is responsible for compliance with statutory and official regulations when using products from the Seller.

§5 Delivery

1. The Seller sells/delivers his products only in bulk (the minimum ex-work sale is 0.1 ton, the minimum delivery is 1 full truck – about 24 tons).

2. The delivery schedule is sent in writing with confirmation and/or by e-mail to the Seller by Thursday of the week preceding the week of its realization. It is allowed to postpone delivery dates to 5 business days.

3. In order to collect the material ex work, the Buyer is obliged to provide the Seller with a list of persons authorized to collect the Goods. The list should contain: name and surname of the authorized person, ID card number and vehicle registration number.

4. In the case of ex work sales, the Buyer takes over the goods at the time of loading the car. Thus, the Buyer guarantees that there will be no contamination or other defects in the sales subject that could change the quality of the delivered goods.

5. The Seller has the right to refuse to load the Goods in the event of the occurrence of point. 4 and the same Buyer is not entitled to claim compensation.

6. In the event of loss or damage occurring during transport, the Buyer undertakes to repair the resulting damage.

7. The Buyer knows the expedition’s working time. Extending the expedition time at the Buyer’s request may result in a change in the price of the Goods.

§6 Prices and Payments

1. Unless otherwise specified, all offered prices shall be understood as net prices (excluding VAT) and without transport costs (ex work).

2. The prices of the Goods specified in the price lists may be changed by the Seller at any time.

3. The payment for the received Goods takes place on the date and amount specified in the VAT invoice previously issued by ALAS Utex Sp. z o.o.

4. The payment date shall be the date of crediting the amount due on the Seller’s bank account indicated on the invoice.

5. Submission by the Buyer of any reservations, comments or complaints and their consideration does not stop the payment deadline.

6. In the event of late payment by the Buyer, statutory interest for delay shall be charged.

7. The Seller has the right to suspend the provision of Goods to the Buyer in the event that the Buyer is in delay with the payment.

8. If the Buyer is late payment over 30 days, the Seller is entitled to charge a contractual penalty in the amount of 1% of the total value of the gross order for each commenced day of delay as a contractual penalty. The total amount of contractual penalties for delay may not exceed 10% of the total value of the gross contract.

9. In the event of the Buyer exceeding the payment deadline for the delivered goods, resulting even from one invoice, ALAS Utex Sp. z o.o. has the right to immediately pay all invoices whose payment dates have not yet expired and for which the Goods have been issued.

10. If the Buyer’s bankruptcy proceedings are announced, all outstanding payments have an immediate maturity.

11. The Buyer agrees that the Seller may request the analysis of the Buyer’s financial reliability during the term of the contract. In particular, the Seller may demand the provision of the law with regard to non-payment in taxes and fees, statements about the lack of enforcement proceedings against the Buyer or other documents confirming the ability of the Buyer to pay for the goods delivered. The information obligation will be fulfilled within a reasonable time.

12. The Buyer undertakes to provide all information regarding the possibility of repayment, as well as information about a clear change in the repayment option or any other situation affecting the above.

13. Sales with deferred payment date require the payment of the trade credit granted by a bank guarantee, a promissory note or another form accepted by the Seller.

14. In the event that during the term of the contract a situation arises from item 10 of this paragraph, the Buyer undertakes to cooperate actively to secure the claim by submitting additional security. At the same time, all debts must be settled immediately.

§7 Quality and Complaints

1. The seller declares the quality of goods according to the following construction standards: gravels: EN 12620, EN 13242; sands: EN 12620, EN 13242, EN 13139, EN 13043.

2. Complaints due to product defects shall be recognized only if the goods do not meet the requirements of the above standards.

3. Quality complaints shall be accepted until the third business day from the date of delivery/receipt of the Goods or until the moment of incorporation of the Goods.

4. Quantitative complaints are accepted only on the day of delivery/receipt of the Goods.

5. Complaints of goods should be reported in writing necessarily before its use, processing or further sale.

6. Visual inspection and recording of discrepancies in the delivery note and proper storage are the basis for recognizing possible claims.

7. The Seller considers the submitted complaint within 14 days from the date of its receipt.

8. In the event that the complaint is not recognized and the other party appeals against such a decision, an independent institution may be employed to settle the dispute. The costs of her employment will be borne by the party on which the disagreement will be resolved.

§8 Responsibility

1. In the event of a justified complaint, the Seller shall provide the missing quantity or replace the product free from defects. If the exchange is not possible, the seller will give the buyer an agreed additional discount.

2. The Seller’s liability resulting from other facts or circumstances shall never be greater than the replacement of the defective goods or return of the invoice value (amount).

§9 Final provisions

1. All receivables resulting from the sale of goods to which the Seller has the right of ownership, the Buyer withdraws to the Seller as security in respect of the share of the goods sold to the Seller. The reservation of ownership and assignment remain in force until the claims due to the Seller are fully repaid.

2. The Parties shall endeavor to resolve all disputes amicably, if it is not possible to settle disputes arising out of the contract / order, the court having jurisdiction over the registered office of the seller.

3. For the matters not covered by these General Terms of Sale the Polish law is valid.