These General Terms and Conditions of Sale and Delivery, hereinafter referred to as the GTC, define the detailed rules for concluding contracts for the sale and delivery of goods offered by ROLLICO Rolling Components Spółka z ograniczoną odpowiedzialnością s.k (hereinafter referred to as ROLLICO Rolling Components).
These terms of delivery apply to all offers made by ROLLICO Rolling Components, to all orders placed with ROLLICO Rolling Components, and to all sales and deliveries performed by ROLLICO Rolling Components, as well as to all contracts related thereto, for the entire duration of such contracts, unless the parties have expressly agreed otherwise in writing. The application of any general terms and conditions of third parties or ROLLICO Rolling Components’ customers is hereby expressly excluded, even if the Seller has not expressly objected to such terms.
The Buyer may rely on provisions deviating from these GTC only if and to the extent that such deviations have been previously agreed upon with ROLLICO Rolling Components in writing. The current version of these GTC is available on the company’s website and in the ROLLICO Rolling Components Sales Department.
The Incoterms 2010 rules apply and form an integral part of these General Terms and Conditions of Delivery. In the event of any inconsistency between these GTC and the Incoterms 2010 rules, the provisions of these GTC shall prevail.
1. Definitions
- Seller: ROLLICO Rolling Components Spółka z ograniczoną odpowiedzialnością s.k, ul. Cegielniana 21; 42-700 Lubliniec; NIP: 575 181 84 65; Regon: 240523893; KRS: 0000450968 District Court in Częstochowa, 17th Commercial Division of the Na?onal Court Register (KRS).
- Buyer: a business entity placing an order for products, goods, or services offered by ROLLICO Rolling Components.
- Order: A declaration made on behalf of the Buyer, addressed to ROLLICO Rolling Components by a duly authorised person, expressing the intention to conclude a contract.
- Delivery: The sale of goods or services currently offered by ROLLICO Rolling Components
2. Offers, Orders, and Contracts.
Offers.
- The Seller’s offer remains valid for 30 days from the date it is issued, unless the offer specifies a different validity period Any other information provided by the Seller shall not constitute an offer within the meaning of the Polish Civil Code.
- Information contained in promotional materials (including catalogues, brochures, etc.) is non-binding unless explicitly stated otherwise.
- Data and information included in general product documentation, catalogues, drawings, website descriptions, and price lists are binding only if the offer or contract expressly refers to them.
- All offers and any additional arrangements must be made in a written form (by post, fax, or in person) or in electronic form, otherwise they shall be deemed invalid.
Orders.
- Transactions between the par?es are based on an order submitted by the Buyer to the Seller in a written or electronic form (by post, fax, or email) by a person authorised to place orders on behalf of the Buyer.
- A sales contract is concluded upon written confirmation by the Seller that the order has been accepted for processing. The Seller confirms all orders in writing by email or fax.
- The confirmation of order acceptance will only be issued after all order details have been clarified and the Buyer has provided all required documentation.
- If the Seller’s order confirmation contains information differing from the Buyer’s order, such confirmation shall be deemed accepted by the Buyer unless the Buyer raises objections within two business days of receiving the confirmation.
- If the Buyer does not receive an order confirmation within two business days from the date of submission, they should immediately contact ROLLICO Rolling Components to clarify the maCer.
Prices.
- ROLLICO Rolling Components sells its products at the prices specified in the price list, offer, or order confirmation. All prices are (excluding VAT) and are based on EXW Lubliniec (INCOTERMS 2010), unless otherwise stated in the offer.
- Prices do not include taxes, customs duties, insurance, or any costs related to special packaging (other than standard cardboard tubes or boxes), or delivery costs, unless otherwise specified in a separate offer.
- ROLLICO Rolling Components reserves the right to adjust prices of products offered in a foreign currency but sold in PLN (converted according to the average exchange rate of the Na?onal Bank of Poland on the day preceding the sale), if the exchange rate of the relevant currency increases by 5% or more, compared to the rate on the day the offer was issued.
- The Seller may grant discounts only upon prior agreement with the Buyer.
Delivery Terms and Product Delivery.
- Delivery lead times are specified in the order confirmation and are provided for information purpose only.
- The delivery period may be extended by the dura?on of any obstacle caused by circumstances beyond the Seller’s control, such as delayed material deliveries from subcontractors, force majeure, unforeseen disruptions in the Seller’s operations, transport damage, or transport and customs delays.
- Failure by the Seller to complete delivery within the indicated time shall not en?tle the Buyer to claim damages, compensa?on, or to withhold performance of any other obligations towards the Seller.
- The Seller reserves the right to suspend the delivery or production of the goods ordered by the Buyer if the Buyer fails to meet any of its financial or contractual obliga?ons towards the Seller.
- In the case of deliveries organised by the Buyer’s own transport, the Seller shall inform the Buyer when the goods are ready for collection at the Seller’s warehouse. The Buyer is obliged to collect the goods without undue delay. If the Buyer fails to collect the goods on time, the Seller may charge storage costs.
- If the Buyer chooses delivery using transport arranged by the Seller (or by the Seller’s logistics partners), the following conditions shall apply:
- The Buyer must ensure that the access roads to the unloading site allow for entry and exit of a vehicle with an axle load of 10 tonnes, a trailer length of 13.6 meters, and a height of 4.0 meters. The Buyer must inform the Seller in writing at the time of placing the order about any potential access restrictions.
- The Seller is entitled to make partial deliveries. Each partial delivery shall be treated as a separate transaction, and the Seller has the right to issue a separate invoice for each of the partial deliveries.
- Unless otherwise agreed between the parties, the delivery shall be carried out according to the Seller’s standard procedures.
3. Transfer of Ownership and Risk
- The Seller retains ownership of the goods until full payment of the purchase price has been made, unless the parties expressly agree otherwise in writing.
- The risk of loss or damage to the goods passes to the Buyer at the moment the goods are handed over to the person authorised to receive them, including the carrier or freight forwarder..
4. Warranty
Warranty conditions are specified in a separate document provided by Rollico Rolling Components.
5. Final Provisions
- Only Polish law shall apply, with the with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980.
- In maCers not regulated by these General Terms and Condi?ons, the relevant provisions of the Polish Civil Code, in particular those concerning sales contracts and supply contracts, shall apply.
- The assignment of any rights arising from an agreement or order concluded with the Seller is not permitted without the Seller’s prior written consent.
- The parties agree to first seek an amicable resolution of any disputes. Should no settlement be reached, disputes shall be submitted to the common court having jurisdiction over the Seller’s registered office. The Seller, however, reserves the right to bring an action before the court competent for the Buyer’s registered office if this would expedite the resolution of the dispute.
