GENERAL TERMS OF COOPERATION
METAL UNION SP. Z O.O.
These General Terms of Cooperation determine the principles of cooperation between the parties in the scope of cooperation and the procedure of reclamation.
These General Terms of Cooperation are an integral part of every agreement concluded with Metal Union Sp. z o.o. A conclusion of an agreement is equivalent to the acceptance of the General Terms of Cooperation.
2. Conclusion of an agreement.
Conclusion of an agreement takes place by making an offer. Metal Union Sp. z o.o. (hereinafter referred to as the Supplier) places to the Customer an invitation to make an offer, in particular: pricing lists, specifications, proposals in writing or electronic version to make an offer. Subsequently, the Customer places an offer of purchase to the Supplier which, unless an offer itself states otherwise, contains provisions stated in the last pricing lists, specifications, proposals in writing or electronic version to make an offer, sent to the Customer. In particular placing an order is deemed as placing an offer under the conditions stated in the last pricing lists, specifications, proposals in writing or electronic version. The Supplier acknowledges acceptance of an order in 3 days from the day of the reception of an offer, with use of an email. Acknowledge of an acceptance of an order leads to the conclusion of an agreement between the Supplier and the Customer. The Supplier reserves the right not to accept an offer placed by the Customer or to modify an offer. Silence of the Supplier means not accepting an offer of purchase regardless the Supplier remains in permanent economic relations with the Customer. A modification or a supplement of an order is deemed as a new offer. An agreement is concluded when the Customer accepts a new offer. In case the Customer remains silent in 3 days from placing a new offer an agreement is deemed to be concluded.
3. Ownership retention.
The Supplier reserves the ownership of goods sold until the full payment is made by the Customer.
4. Term of payment.
Unless otherwise stated, a payment for goods has to be made in advance. A payment is deemed to be done with a moment when the Supplier’s bank account is credited. In case the term of payment is stated otherwise the above, after payment deadline the Supplier may charge the Customer with interest and other fees according to the applicable regulations. In case of a delay in payment the Supplier reserves the right to withhold deliveries until payment of a required amount is done and change the term of payment to the payment in advance.
5. Term of realisation.
The Supplier completes realisation within 14 calendar days from the end of the week in which an order has been accepted or, if term of payment is stated as payment in advance, in 14 days since full payment is made, unless otherwise agreed. The Supplier reserves the right to change the term of a realisation without compensation. In such a case the Supplier notifies the Customer immediately simultaneously stating a new realisation date.
6. Terms of transport.
6.1. Terms of transport are based on INCOTERMS 2010, according to FCA (Free Carrier) standard. Even if according to the agreement:
- cost of the transport is borne by the Supplier or,
- transport is ordered by the Supplier or,
- an invoice from a carrier is issued to the Supplier,
Other provisions of INCOTERMS 2010 FCA remain in force.
In particular the Supplier is responsible for a release goods to the carrier, loading and performing customs clearance. The Customer is responsible for organisation of transport, reception and unloading of goods. Appropriate mounting, arrangement and security of goods lie with the Customer. All risks associated with carriage are transferred to the Customer with a moment of release of goods. In particular the Customer is entitled to demand compensation form the carrier resulting from a damage of goods in transport or quantity loss in transport.
6.2. Arrangement of different provisions of transport than stated in 6.1. demands clear and beyond doubt statement of terms with a clear reference to appropriate INCOTERMS 2010 standard.
6.3. In case the Parties established that terms of transport are pursuant to INCOTERMS 2010 DAP (Delivery at Place) standard, the Supplier is responsible for a release goods to the carrier, loading and transport to the place defined by the Customer. All risks associated with carriage are transferred to the Customer with a start of unloading. The Customer is responsible for examination of state of goods, especially in terms of completeness and damages. Any discrepancies shall be reported to a carrier by the Customer when receiving the goods otherwise compensation rights arisen from the damage of goods in transport or quantity loss in transport will be forfeit.
With a moment of reception of goods the Customer transfers his liabilities arisen from the damage of goods in transport or quantity loss in transport to the Supplier. In case of the Supplier demand, the Customer is obliged to acknowledge the transfer of his liabilities to the Supplier in writing within 3 days from the day of the Supplier’s demand. The Supplier is obliged to manage the process of obtaining compensation from the damage of goods in transport or quantity loss in transport from a carrier, under the condition that the Customer fulfilled his duty of examination of state of goods and reporting to a carrier when receiving goods and sending documents which are necessary to manage the process of obtaining compensation from a carrier. The Supplier is obliged to transfer obtained compensation from a carrier to the Customer.
7. Returnable packaging.
In case goods are released by the Supplier in returnable Metal Union packaging, the Supplier reserves the right not to accept a packaging which does not have Metal Union indication. A returnable packaging is a packaging marked as returnable by the Supplier.
The Customer with a reception of goods with a returnable packaging concludes an agreement of purchase of such a packaging in which the Customer is the Buyer and the Supplier is the Seller. The price of the packaging is the price from the last pricing list sent to the Customer, if no pricing list with packaging price has been sent to the Customer the price is set at the level of the replacement price of the packaging on a day of the release of a packaging. The agreement is concluded under the condition of the lack of the packaging return in 2 months
date counted from the last day of the month of the release of the packaging with goods to the transportation. The Supplier has no obligation to repurchase the packaging at any time.
The above does not apply to Euro pallets.
8. Collection of goods.
8.1. The Customer is obliged to collect goods on a day agreed with the Supplier. The Customer is obliged to cooperate in this scope with the Supplier. In case of lack of the cooperation or lack of collection on a day agreed beforehand, the Supplier is entitled to execute his right derived from appropriate regulations, in particular to demand compensation, withdrawal from the contract, transfer goods in storage at cost and risk of the Customer or to sell goods on the Customer’s account.
8.2. The Customer is obliged to check the quality and the quantity of packaging at the moment of the collection of goods the latest. Any Reservation related to the quality or the quantity of packaging shall be raised on the next working day the latest on the email address: email@example.com. A record on WZ/WZW/CMR document is compulsory to consider Reservation. The Supplier shall not be responsible for the quality or the quantity discrepancies that were possible to notice at the moment of the collection of goods and has not been raised on the above date or on the different address than the above.
The Supplier grants a 6 months Guarantee, counted from a release date of goods, no longer than use of goods as an intermediate product or a final product unless current product card provided to the Customer states otherwise. The Guarantee covers only defects inherent for a goods that could not be noticed during unloading of goods (especially if goods are packed in bulk packaging). The Supplier is not responsible for destruction or damage of goods in the Customer’s place, in particular during unloading of goods, faulty storage, internal transport, reloading, repacking. The Guarantee is lost if goods are not stored in dry place in minimum temperature 10 C degrees unless current product card provided to the Customer states otherwise.
If goods have got physical defect, the Customer may raise a Quality Claim, according to the section 11 hereunder.
10. Shortage of quantity.
If a consignment has got quantity shortage that could not be noticed during unloading of goods (especially if goods are packed in bulk packaging) the Customer may raise a Quantity Claim. The Customer may raise a Quantity Claim if a quantity shortage is revealed within 6 months counted from date of release of goods. Quantity shortage revealed after that date shall not be considered.
If goods have got quantity shortage, the Customer may raise a Quantity Claim, according to the section 11 hereunder.
11. Complaint procedure.
According to this section a Quality Claim or a Quantity Claim, is deemed as a Claim.
A Claim may only be raised in writing on Metal Union Sp. z o.o. registered officer address or on email address: firstname.lastname@example.org.
A Claim shall be reported within 7 days from revelation of physical defect/quantity shortage, otherwise rights from the Guarantee are lost. Mandatory data for the Supplier to consider a claim is:
-Number of WZ/WZW document, related to goods claimed;
-Number of production batch;
-Description of a defect;
-Quantity of goods claimed;
Claims raised to a different address than an address of the Supplier’s registered office or different than an email address proper for raising Claims or Claims which do not have all mandatory data to consider a claim may not be considered.
In case of raising a Claim, the Customer is obliged to secure goods claimed for the purpose of visual inspection with the participation of Supplier’s representatives on site of delivery or on the Customer’s premises.
The Supplier reserves the right to consider a Claim under a condition of sending photographs showing defects of claimed goods.
The Supplier reserves the right to consider a Claim under a condition of visual inspection with the participation of Supplier’s representatives on site of delivery or on the Customer’s premises or under a condition of sending claimed goods or sample of claimed goods to the Supplier for examination purposes. Sending claimed goods or sample of claimed goods may only be performed after consultation form and terms of the transport with the Supplier. Cost of transport not consulted with the Supplier will not be reimbursed.
Complaint procedure shall last no longer than 30 days from receiving of all data demanded by the Supplier. In case of raising a demand of sending data by the Customer and lack of fulfilling a demand in 14 days from a date of raising such a demand, the Supplier reserves the right to end the Complaint Procedure with a Claim decision in which the Supplier recognises a Claim as unfounded.
Complaint procedure ends with a Claim decision in which the Supplier recognises a Claim as: well-founded, partly well-founded, unfounded.
In case of recognition a Claim as unfounded, cost of transport in Complaint Procedure lies with the Customer.
In case of exchange of claimed goods for wholesome product under a condition of sending claimed goods or sample of claimed goods to the Supplier for examination purposes sending claim goods or sample of claimed goods may only be performed after consultation form and terms of the transport with the Supplier. Cost of transport not consulted with the Supplier will not be reimbursed. The Supplier reserves the right to withhold a dispatch of wholesome product until the reception of claimed goods.
The Supplier reserves that the Supplier shall not be burden with any cost of raising a Claim by the Customer.
12. Statutory Guarantee.
The Supplier excludes its liability under the statutory guarantee.
13. Final provisions.
Any amendments of these General Terms of Cooperation shall be made in document under pain of invalidity.
The parties exclude the application of the United Nations Convention on contracts for the international sale of goods of April 11, 1980.
Any disputes shall be settled by a Polish court complement for the Supplier’s registered office.
The applicable law for agreements concluded with Metal Union Sp. z o.o. is Polish law.
These General Terms of Cooperation has been drawn up in Polish and English version. In case of any discrepancies between Polish and English version, Polish version shall prevail.
These General Terms of Cooperation enter into force on 01.10.2019.
President of the Board Vice President of the Board
Włodzimierz Chwalba Artur Grabara