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GTCoS

§1 [General provisions]

1. Without prejudice to mandatory provisions of law, these General Terms and Conditions of Sale (hereafter referred to as the “GTCoS”) lay down the rules for the conclusion of sales contracts and contracts to deliver the goods offered by TOP INGREDIENTS (hereafter referred to as the “TI”) with such Buyers which are not consumers within the meaning of the Civil Code.

2. The GTCoS constitute an integral part of all sales contract concluded with TI. The GTCoS shall be delivered to Buyers prior to contract conclusion by having TI (a) make the GTCoS available on its website at: www.top-ingredients.pl so as to allow Buyers to record, store and retrieve the GTCoS while expressly noting of the fact in commercial letters or (b) deliver the GTCoS by e-mail in the form of a file in a commonly available PDF format, or (c) deliver the GTCoS in a printed (paper) format either personally or by fax. TI and the Buyer agree that in the event a standing commercial cooperation is established and maintained, the GTCoS delivered effectively prior to the conclusion of any contract shall remain binding upon both parties under any subsequent contracts without the need for repeated delivery.

3. Contracts shall be concluded on the basis of the Buyer’s offer (hereafter referred to as the Order) made either on the Buyer’s own form or on a form delivered by TI.

4. An Order on the Buyer’s own form shall include:

(a) the name, address, number and place of entry into relevant business register or business record;

(b) the REGON and NIP numbers;

(c) the type (commercial name and number) and quantity of goods;

(d) the date, place and terms of delivery;

(e) the method and time of payment agreed with TI;

(f) the company seal and signature of the person authorized to place orders;

(e) the following statement: “I am familiar with the GTCoS and agree to recognize them as an integral part of the sales contract”.

5. If within 5 working days from placing the Order, TI fails to notify the Buyer of its refusal to accept the Order, a relevant contract shall be deemed made upon the lapse of such period on such terms and conditions as the parties have specified in the order and in the GTCoS, unless TI accepts the offer earlier allowing for the contract to be concluded earlier, in pursuance of §4.2 of the GTCoS. TI may accept the offer with changes in compliance with the Civil Code.

6. If the Buyer’s Order does not include the statement referred to in subsection 4 hereinabove, TI may withhold the release of goods until such a statement is provided.

§2 [Offers, designs and prices]

1. Offers, advertisements and commercials, price lists and other announcements regarding the goods offered by TI are of an informative nature only and shall not be deemed to constitute an offer within the meaning of the provisions of the Civil Code. Any designs and samples supplied by TI are display materials only.

2. Any prices stated in price lists and offers are exclusive of VAT.

§3 [Terms of payment]

1. Payments for goods received shall be made without deductions by the date stated on the VAT invoice issued by TI to the Buyer and served with the delivery of the goods. Every time, the time limit shall be stated in days and counted from the invoice date.

2. The Buyer shall acquire the title to the goods upon the full payment therefor by the time limits specified on the VAT invoice (reservation of title to sold items). Should the Buyer fail to make payment within the agreed time, TI may recover its goods from the Buyer at the Buyer’s expense with proper account taken of the market transportation terms adopted for the relevant goods.

3. TI may also seek compensation if the goods are used or damaged and, in particular, if the value of the goods collected by TI from the Buyer’s warehouse is lower than the payment that the Buyer should make for the goods received.

4. Payment shall be deemed made by the Buyer on the date on which it is credited to the TI’s bank account.

5. In the event of delayed payment, TI shall be entitled to demand that the Buyer pay contractual interest of four times the annual Lombard rate of the National Bank of Poland. If the relevant law on the maximum contractual interest is changed, TI shall have a claim to interest at the highest allowable rate. Contractual interest on late payment shall be calculated starting on the day after the due date for such payment.

6. The Buyer shall not have the right against TI to retain the goods or file a set-off statement.

7. A complaint made by the Buyer shall not entitle it to withhold payment for the goods either in full or in part.

§4 [Terms of delivery]

1. The goods purchased by the Buyer shall be delivered on the basis of its order. If the order document fails to include provisions regarding delivery, TI shall not be required to deliver the goods to the Buyer while the goods shall be released from the warehouse (EXW), whereas the risk of the loss of or damage to the goods shall be transferred to the Buyer upon the release of the goods.

2. TI may accept an order either in full or in part. In its acknowledgement of order, TI shall state the quantity and type of goods to be sold and their price. TI shall also confirm the time of goods delivery.

3. TI shall only be bound by a delivery date if it has confirmed it. The Buyer shall collect the goods at a specified date. If the date is not confirmed, TI shall make every effort to prepare goods for collection by accounting for the Buyer’s interest.

4. TI shall not be accountable for repairing damage resulting from the non-performance or untimely performance of a contract unless the damage resulted through a deliberate fault of TI.

5. In the case of overdue payments or should the Buyer exceed credit limits, the execution of any subsequent orders shall be stopped until the relevant payments have been made.

§5 [Shipment of goods, Packaging]

1. In the event that both parties agree as part of an order to make TI responsible for the delivery of the goods, the below terms shall apply.

2. Once the goods have been delivered to the unloading site indicated by the Buyer, the Buyer shall assume any benefits and/or obligations associated therewith as well as any risk of their accidental loss or damage. “Delivery to the unloading site” shall be deemed completed at the time of entry onto the premises operated by either the Buyer or an entity associated therewith.

3. The Buyer shall unload the goods-bearing vehicle within 2 hours of the vehicle’s arrival at destination. Failing to unload the vehicle within such time, the Buyer shall bear all such costs of vehicle stoppage as are incurred by TI.

4. The Buyer shall thoroughly inspect the goods in terms of quantity and quality immediately upon receipt, identify any defects or damage occurred in transit and describe them in the relevant bill of lading in the presence of the driver or, should the goods have been shipped by rail, in the presence of the relevant person responsible. A failure to satisfy the above requirements shall result in waiving TI’s responsibility for any damage occurred in transit to the extent allowed under mandatory provisions of law.

5. The prices quoted in offers shall include standard packaging whose return is not required. The Buyer shall bear the extra cost of any of its orders that call for non-standard packaging.

§6 [Warranty, Complaint Procedure]

1. All complaints shall be lodged to TI immediately and in writing under pain of nullity.

2. Quantity-related complaints:

(a) regarding the erroneus loading of goods shall be made no later than the day following the unloading of goods,

(b) regarding damage in transit shall be made no later than the day of the unloading of goods (on the assumption referred to in §5.1); in the case of quantitative complaints, the Buyer shall make a proper note in the bill of lading concerning the type of deficiency (missing items or damage) found in the purchased goods; the complaint shall only be valid if a note is made in the relevant bill of lading signed by the driver who made the delivery.

3. The Buyer may lodge complaints regarding quality within 3 days from the day on which defects are discovered but not later than 6 months from the day on which the goods are released. Such complaints shall be accompanied by a sample of the defective goods along with the production batch number from the original packaging and a clear photograph of the original packaging. In processing the complaint and determining the grounds therefore, proper account shall be taken of binding technical standards and product specifications.

4. If a complaint is approved, TI may, at its sole discretion, replace the goods with defect-free equivalents or pay out appropriate compensation or reduce the price. Such responses to a complaint shall preclude claiming any further damages. The Buyer does not hold additional rights arising from an implied warranty for the defects of goods.

5. A failure to lodge a complaint within the above-stated time limits shall result in the loss of warranty rights by the Buyer.

6. TI shall be relieved of any liability for damages in the event the goods are used contrary to their intended use, in violation of binding technological standards or in a way that has been unforeseen therefor. In particular, TI shall not be liable in the event the Buyer modifies the goods on its own.

7. TI may refrain from satisfying the Buyer’s warranty claims until the Buyer has fulfilled all of its financial obligations towards TI.

8. By accepting the above terms and conditions, the Buyer waives its right to retain any goods or the right to set off any of its claims.

§7 [Final provisions]

1. Any matters not regulated herein shall be governed by the provisions of common law, including the Civil Code.

2. Any and all disputes arising between TI and the Buyer shall be resolved by a court of competent jurisdiction over the location of TI’s registered offices.

3. By accepting the GTCoS, the Buyer agrees to having its personal data processed by TI and/or by entities acting on TI’s behalf in connection with the performance of the contract. The Buyer shall enjoy such rights as are afforded thereto under the Personal Data Protection Act of August 29, 1997 (Official Journal No. 133, Item 883).

4. Any modifications hereof shall be made in writing under pain of nullity.

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