General conditions of sale

These Conditions are applicable to any case where SEGEPO-REFA is the Supplier, unless otherwise agreed by the Parties.

Offer

Any Offer made by Supplier shall be binding under conditions set forth therein, but when such Offer is made in writing only.

Orders

Any Order shall be in accordance with the Offer previously submitted and accepted. Any Order is subject to these Conditions of Sales.
Any additional condition required by the Customer, which is differ from these Conditions of Sales, may be fulfilled with Supplier written consent only.
Any amendment and/or correction made to any Order already placed shall be binding only when submitted in writing by person authorised to do so and then accepted by Supplier in writing. Before the first PO is executed the samples shall be produced by Supplier and submitted together with Quality Control Report to the Customer for acceptance. The Customers shall be obliged to carry out incoming inspection of goods ordered while delivered.

Time of Delivery

Any Time of Delivery agreed shall be confirmed in writing. Supplier is obliged to meet Times of Delivery required by The Customer, however, in case of delayed delivery Supplier is obliged to notify the Customer of the reason for the delay and estimated Time of Delivery immediately. The Customer shall not charge Supplier any financial penalty for delayed delivery when he proves that any reasonable action has been done by Supplier to meet Time of Delivery required by the Customer.

Delivery

Any benefits and burden connected with goods supplied and any risk of incidental damages and/or loss of goods shall pass to the Customer while shipment is handed over to forwarder or when the goods are ready to be collected form Supplier’s warehouse by the Customers under EXW terms. The risk shall pass regardless of the fact which of the Parties pays shipping cost.

Shipment

Shipments shall be sent to destination determined by the Customer. The name of the Customer, PO No., name and quantity of goods ordered shall be expressly stated on any shipping document. Depending on conditions being relevant to individual Purchase Order the shipping cost are born by Supplier or the Customer. In case of lack of Customer’s special requirements regarding the way of packaging, the Supplier shall at its discretion choose the type and way of packaging. Each packaging shall be provided with identification label.

Payment and Ownership

The invoiced amount shall be paid by the Customer entirely and in accordance with conditions set forth on such Invoice. The payment shall be considered made since the day on which money are paid in the bank account determined by Supplier. In case of late payment Supplier shall be entitled financial penalty amounted to 10% of overdue amount calculated on a daily basis. After 45 days from the date on which the sum become due Supplier shall be entitled to institute proceedings in order to get money due back.
In case of justified doubts about Customer’s capability for making the payment Supplier reserves the right to invalidate established payment due dates and demand prepayment, cash payment upon goods collection or any other guarantee of payment for further deliveries. The goods shall remain the property of the Supplier until all money due to the Supplier under the given agreement is paid entirely.

Samples and technical support

The Customer shall be obliged to provide the Supplier with necessary technical documents, updated drawings, logistics requirements, particular standards and/or other information in order that Supplier can prepare samples and then meet requirements set forth in the Order. The samples and technical information provided by Supplier constitute the general description of the goods. Such general description does not exempt the Customers from inspection of goods for conformity every time when such goods are delivered and before they are used for further processing.

Warranty

The Customer shall be obliged to inspect goods immediately after delivery and notify Supplier in writing of any nonconformity he found. The Customer shall be obliged to notify Supplier of any shortage and defected goods within 3 and 15 days from delivery date respectively.
Such notification shall not authorise the Customer to refuse to pay for goods delivered within determined time period and/or accept any further delivery.
In case of justified nonconformity notifications submitted within above-mentioned time period(s) the Parties shall mutually establish method of dealing with and accounting for such nonconformities.

Force Majeure

Either Party has the right to terminate the agreement due to difficulties resulting from Force Majeure such as war, strikes, power outage, and/or any other act of God but not resulting form Supplier negligence.

Others

These Conditions of Sale shall be governed by substantive Laws of Poland Law and INCOTERMS 2000.
Any dispute arising out of any Agreement concluded between the Parties shall be submitted to the exclusive jurisdiction of the court of Supplier.
Supplier shall have the right to keep records concerning the Customers and process them for trade purposes in accordance with applicable law and regulations.
All Customer’s technical documents shall remain at the Supplier’s exclusive disposal and Supplier shall be obliged not to make such documents available to any third Party without written consent of Customer. Any other provisions agreed between Parties, excluding above-mentioned, shall be in writing, otherwise such provisions shall be deemed null and void.