GTS

1. These General Terms and Conditions of Sale apply to all sales contracts concluded by the Seller, regardless of the manner of their conclusion, and they exclude the provisions of any other contractual templates or conditions of sale. The application of any conditions of sale other than those provided for in this document requires the written consent of the Seller and the Buyer.

2. By concluding a sales contract, the Buyer undertakes to comply with all applicable legal standards relating to the purchase, transport and use of goods sold by the Seller. These GTCS are available on the website at: https://transportmorawiec.pl/ows Provisions different from the GTCS or statutory regulations, in particular those contained in the Buyer’s terms of purchase, are binding for the Seller only if they are confirmed by the Seller in writing, in accordance with the rules of representation of the Seller. The unrestricted delivery, provision of services, sale of goods does not imply acceptance of different provisions on the part of the Seller.

3. At any time during the purchase, transport, use and resale of goods sold by the Seller, the Buyer undertakes to comply with all applicable restrictions, sanctions and restrictions established by the United Nations, the United States and the European Union, as well as by any other country or international organization if such other country or international organization establishes restrictions, sanctions or restrictions that may apply to the Seller. In particular, the Buyer undertakes to refrain from using or reselling the goods sold by the Seller to countries, organizations or persons to which the restrictions, sanctions or restrictions referred to in the preceding sentence apply.

4. The Buyer declares that neither he nor his affiliates within the meaning of Art. 3 point 43 of the Accounting Act (“Related Entities”) are not subject to and comply with any restrictive or discriminatory measures in trade or other economic terms, imposed with the intention of inducing a change in policy or individual activities (“Sanctions”), which were implemented by Sanctions Authority in relation to any of the following categories: (I) countries, (II) groups of countries, (III) natural persons, (IV) legal persons (“Sanctioned Persons”). Sanctions may, in particular, be a partial or complete ban on import/export, a ban on entry/entry into a specific territory, freezing of assets, a ban on making trade settlements or investments with/towards/jointly with Persons Covered by Sanctions. For the purposes of these GTCS, Sanctioning Authority means (I) any supranational organization as well as any of its bodies/institutions not mentioned in the following subsections, (II) any state not specified in the following subsections (III) the European Union and its institutions, (IV) the United States of America and its federal institutions.

5. Neither Party shall be obliged to perform the agreement if it is contrary to the Sanctions applicable to that Party. In the event that the performance of the Agreement will constitute a violation of the Sanctions or may be understood as violating/circumventing the Sanctions, the Seller shall be entitled, at its sole discretion, to notify the other Party of:

5.1 Suspension of the performance of the Agreement until the end of the Sanctions;

5.2 Terminate the Contract with immediate effect if the Sanction is reasonably expected to last for a period of time which renders further performance of the Contract impracticable or useless to Seller. In the event that the Seller is required to make a payment to the other Party for a part of the Agreement already performed, then the Seller’s obligation to pay will (I) be suspended until such payment is no longer inconsistent with the Sanctions, or (II) the Seller may withdraw from performed part of the Agreement within 12 months of learning about the Sanctions and return its performance to the other Party. In any case, the Seller shall not be liable to the other Party for actions aimed at complying with the Sanctions.

5.3 Notwithstanding the foregoing, Buyer will not resell products purchased from Seller to any Sanctioned Person and will, upon Seller’s written request, provide without undue delay documents proving the final destination of the product being sold.

6. The Buyer’s orders are not binding on the Seller until they have been explicitly confirmed by the Seller in writing or electronically (an e-mail sent from a business mailbox). Partial deliveries are allowed. Each delivery is treated as a separate shipment. The delivery document is the WZ document and/or the CMR bill of lading issued by the Seller, which contains the date of release of the goods from the warehouse, the order number and the specification of the goods according to the order confirmation. The buyer is obliged to confirm the receipt of the goods on the delivery documents. The Incoterms rules set out in the contract always refer to Incoterms 2020.

7. A discrepancy between the delivered quantity of goods and the quantity declared by the Seller and confirmed by the delivery document in the amount not exceeding 2% is acceptable. The buyer is obliged to accept delivery in the event of such a discrepancy. In the event of a discrepancy specified in the preceding sentences, the Buyer is obliged to pay the sales price determined on the basis of the quantity of goods actually delivered by the Seller.

8. In the case of each delivery of goods, the ownership of the goods passes to the Buyer upon delivery of the goods to the Buyer or the carrier.

9. If the Seller is unable to deliver the goods on the agreed date due to circumstances that he could not have foreseen or prevented at the time of concluding the contract, he shall inform the Buyer of this fact. In such a case, the Seller shall not be liable for improper performance or non-performance of the contract. The parties, by way of a separate agreement, will set a new shipment date, taking into account the possibilities and needs of each of them.

10. Deliveries carried out by a road tanker/vehicle of the Seller or another carrier acting on his behalf, the Buyer is obliged to unload the road tanker/truck immediately after its arrival at the Buyer. If the Buyer fails to unload the road tanker/vehicle within 4 hours (unless specified otherwise in the contract) from the moment of reporting the road tanker/truck to the Buyer, the Seller will charge the Buyer with the costs of demurrage of the means of transport in the amount of PLN 1,000 for each commenced 12 hours from the planned date and delivery times.

11. In the event of additional costs related to the performance of the contract, transport, arising for reasons attributable to the Buyer, e.g. related to delivery documentation, delay in returning packaging or means of transport, as well as in connection with non-performance or improper performance by the Buyer of obligations arising from the delivery base adopted in the contract, the Seller shall be entitled to demand reimbursement of these costs from the Buyer.

12. Goods constituting energy products within the meaning of the Act on Excise Duty of December 6, 2008 (i.e. Journal of Laws of 2020, item 722), other than those specified in art. 89 sec. 1 points 1-13 of this Act, the Seller sells with the application of the zero rate of excise duty for purposes other than heating, as additives or admixtures to heating fuels, to drive internal combustion engines or as additives or admixtures to motor fuels, to entities that meet the conditions entitling to apply this rate, excluding situations where the contract between the Seller and the Buyer indicates otherwise. If the activity of the recipient of the goods referred to in point 6 will result in the Seller not being entitled or losing the right to apply the zero rate of excise duty for these goods, and the Seller will incur the costs of the excise duty, fuel surcharge or interest paid, the Seller shall charge the Buyer with the amount corresponding to the amount of the resulting tax liability in the excise duty and fuel surcharge, including interest, and other costs related to the obligation to pay excise duty and fuel surcharge.

13. The Seller is not responsible for delays or shortages in delivery resulting from force majeure, understood as any events beyond the Seller’s control, hindering or preventing timely delivery, in particular the occurrence of wars, floods, earthquakes, fires and other natural disasters, state of epidemic, riot, strike, sabotage, explosion, organized actions of employees, national defense requirements, ordinances, ordinances or regulations, regardless of their legal effectiveness, extraordinary failure, inability to obtain supplies of electricity, other types of energy, raw materials, workforce, equipment means of transport or any other or similar unforeseen events that the Seller could not prevent despite exercising due diligence.

14. The seller will issue a VAT invoice in accordance with the applicable provisions of the Act on Value Added Tax and Excise Duty.

15. All invoices of the Seller should be paid by the Buyer by bank transfer to the Seller’s account, in their full amount and without deducting bank transfer costs. In the case of foreign settlements, the Buyer bears the costs of its bank and intermediary banks. The seller declares that his bank does not charge fees on incoming payments. In order to correctly settle the transfer costs, the Buyer selects the OUR cost option. The payment deadline is deemed to have been met if the Seller’s bank account is credited with the payment before its expiry.

16. The Seller’s receivables are supervised by a specialist receivables management company. In the event of delays in payments, the Seller reserves the right to suspend further deliveries, as well as to charge the Buyer with statutory interest for the delay.

17. The seller ensures the delivery of goods by ordering the transport to the appropriate carrier of his choice. Quantitative collection will take place at the time of delivery of the goods. If the Buyer finds discrepancies between the delivered quantity of goods and the quantities declared by the Seller and confirmed by the delivery document, other than the discrepancy specified in point 5, a complaint protocol signed by the Buyer’s representative and the carrier should be drawn up during unloading, under pain of leaving the quantitative complaint without consideration and the Buyer losing any claims in this respect. If the goods are collected by the Buyer’s own transport or at his request, the Buyer is deprived of the possibility of raising any claims against the Seller due to quantity differences.

18. The seller is solely responsible for the non-compliance of the delivered goods with the approved specification. The Seller only ensures that the goods are suitable for the usual use indicated in the safety data sheet, but in no way guarantees their suitability for the specific use intended by the Buyer.

19. In the event of finding a quality non-compliance of the delivered goods with the approved specification, the Buyer is obliged to immediately notify the Seller in writing, but not later than within 7 days from the date of receipt of the goods, under pain of leaving the quality complaint without consideration and loss of any claims by the Buyer from this title. In the event that the defect is revealed after 14 days (hidden defect), the Buyer is obliged to notify the Seller of its discovery immediately, but not later than within 3 days of its discovery.

20. The complaint should be confirmed by official documents (official weighing certificate, bill of lading, quality certificate, etc.). The Buyer’s complaint may not exceed the value of the claimed goods.

21. The Seller shall notify the Buyer about the method of settling the complaint within 14 (fourteen) days from the date of receipt of the complaint protocol.

22. If the Seller accepts the complaint, he is obliged to replace this batch of goods on earlier terms or to an appropriate discount. The Buyer has no right to make further claims, and in particular to demand further compensation, coverage of lost profits, etc. Return or sale of goods to the Seller’s account may take place with his written consent.

23. The sales contract to which these General Sales Conditions apply is subject to Polish law. The application of the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded. In matters not covered by these terms and conditions, the provisions of the Civil Code shall apply. Any disputes arising in connection with the execution of orders will be settled by the court competent for the registered office of the Seller.

24. The Seller reserves the right to change the General Terms and Conditions of Sale.