GENERAL CONDITIONS OF SALE

The general terms and conditions of the sale of goods offered by Mathey System Izabela Matejczyk in Lubliniec are hereby established below. These terms and conditions are intended to provide the best possible service by Mathey System Izabela Matejczyk in Lubliniec and to regulate all issues related to concluded commercial transactions involving the sale of goods.

I. DEFINITIONS, SCOPE

1. For these General Terms and Conditions of Sale, the following expressions shall have the following meanings:

(a) “GTCS” – General Terms and Conditions of Sale of the goods offered by Mathey System,

(b) “Mathey System” – Mathey System Izabela Matejczyk in Lubliniec at ul. 3 maja 9/31 together with its branches,

(c) “Purchaser” – an entity purchasing or applying to purchase Goods from Mathey System under an order or Sales Contract, not being a consumer;

(d) “Price List” – the valid price lists or other documents containing information on Mathey System’s commercial offer and prices, or lists of Goods with prices, drawn up by Mathey System;

(e) “Goods” – materials available for purchase from Mathey System, except any machinery and equipment and consumables relating to machinery and equipment;

(f) “Sales Contract” – contract of sale, delivery or contract for work as defined by the Civil Code and other laws in force in Poland, as well as a contract for paid provision of services to which the provisions of the Civil Code on commission apply and any other contract under which Mathey System provides any services against payment or transfers ownership or rights to use the Goods.

2. These GTCS are effective as of 03/07/2019 for all Sales Contracts for Goods concluded or to be concluded between Mathey System and the Purchaser.

3. The application of any general terms and conditions of the Purchaser is excluded.

4. These GTCS shall be deemed to have been accepted without reservations by the Purchaser, even if it has previously raised reservations as to any of the provisions of the GTCS if the Purchaser has accepted the delivery of the Goods.

5. The GTCS are made available to Purchasers in writing at Mathey System Izabela Matejczyk and on the website www.matheysystem.com.

6. Acceptance by the Purchaser of the GTCS at, inter alia, the time of ordering, application for trade credit, in the Sales Contract or otherwise, shall be deemed to be acceptance of these terms and conditions for subsequent orders/Sales Contracts concluded by the Purchaser with Mathey System unless otherwise stipulated by the parties.

II. ORDER

The order should include the following:

(a) Company name, exact address, number and place of business registration or the register of entrepreneurs kept by the National Court Register,

(b) Tax identification number – NIP;

(c) Reference to a possible offer;

(d) Size of the order (minimum and maximum, if applicable)

(e) Type of product to be ordered, mentioning the brand name or a sample provided;

(f) Description of the physical properties of the goods, e.g. dimensions, weight, etc.

(g) Dates, place and conditions for delivery of the goods;

(h) If the place of delivery of the goods is not the Purchaser’s registered office, the order shall include a statement that the Receiver of the goods is authorised by the Purchaser to represent it, both in respect of the rights and obligations arising from this act, including in particular liability for the goods received;

(i) Information that the Purchaser has familiarised itself with the GTCS;

(j) Signature of the person authorised to represent the Purchaser.

III. PROCEDURE FOR PLACING ORDERS

1. Orders can be placed in one of the following ways:

(a) by telephone;

(b) in writing;

(c) by electronic mail (e-mail);

2. An order placed by telephone or e-mail (for orders above PLN 5,000) is binding on the parties from the moment Mathey System has confirmed its acceptance by e-mail or in writing.
3. An order for goods supplied directly from the manufacturer shall be binding on the parties from the moment Mathey System receives the written document containing such order signed by a person authorised to represent the Purchaser.
4. Any errors made in the content of the order are the sole responsibility of the Purchaser.
5. By placing an order, the Purchaser is deemed to have familiarised himself with the GTCS and the application conditions for the use and application of the goods offered by Mathey System, located at https://www.matheysystem.com.

IV. DELIVERY

1. Direct delivery

a) The mutually binding delivery date for the goods to be delivered shall be the date indicated by Mathey System in the written order confirmation or individually agreed between the parties. If the delivery date is not explicitly stated in Mathey System’s order confirmation, this means that the date is regarded by the parties as approximate.

(b) Any changes to a placed order shall only be possible within 3 days of the original order being placed, however, no later than the transfer and execution of the order by the manufacturer of the goods and shall be formulated in writing and sent to Mathey System by e-mail.

2. Delivery from warehouse
The delivery date for goods delivered from the warehouse shall be agreed upon between the parties each time an order is placed and confirmed.

3. Impossibility of delivery (definite, temporary or partial) Mathey System shall not be liable if the delivery of the goods is impossible or delayed for reasons beyond its control. Mathey System is obliged to inform the Purchaser without delay of the reasons for the delay or impossibility of delivery unless circumstances make such notification impossible. If the period of delay exceeds 30 days, either party is entitled to withdraw from the contract in writing. In such a situation, the withdrawing party shall not be entitled to claim any compensation, unless the delay was caused by reasons attributable to the Purchaser. If the contract provided for the delivery of the goods in parts, any withdrawal from the contract applies only to the delayed part of the performance and not to the performance provided at a later or earlier date.

4. Failure to accept delivery of the goods or refusal to accept the goods Should the Purchaser fail to accept delivery of the goods or refuse to accept the goods within the specified period, Mathey System shall be entitled to place the goods in storage at the Purchaser’s expense and risk and to claim the costs of transport and storage from the Purchaser. If the delay in accepting the delivery of the goods from Mathey System’s warehouse exceeds two weeks about the date on which the goods were left at the Purchaser’s disposal or if the Purchaser refuses to accept the goods, Mathey System shall be entitled to withdraw from the contract or to sell the goods at the Purchaser’s expense and risk.

V. DISTRIBUTION OF THE BURDEN OF RISK

1. If the goods are shipped to the Purchaser’s address via a carrier, the transfer to the Purchaser of the benefits and burdens of the purchased goods and the danger of accidental loss of or damage to the goods shall take place at the time of delivery of the goods to the Purchaser. Mathey System is not responsible for any damage caused during the unloading of the goods at the Purchaser’s premises. If, upon receipt of the goods from the carrier, the Purchaser discovers an existing discrepancy between the goods actually delivered and the goods specified in the shipping documents or damage to the goods, the Purchaser shall immediately enter his objections on the carrier’s copy of the bill of lading or on the specification of the goods and immediately notify Mathey System of this fact. These activities are intended to establish the principles and extent of the carrier’s potential liability. The Purchaser’s failure to comply with the above obligations shall result in:

a) waiving of the Purchaser’s rights under the warranty for physical defects of the goods – in the event of damage to the goods,

b) Mathey System’s right to amend the concluded agreement in the part concerning the designation of its subject and price – in the event of differences between the delivered goods or their quantity and the one entered in the consignment note or specification.

2. If the Purchaser collects the goods with its transport, the transfer to the Purchaser of the benefits and burdens of the purchased goods and the danger of accidental loss of or damage to the goods shall take place from the moment the goods are released to the Purchaser from Mathey System’s warehouse. The person collecting the goods on behalf of the Purchaser shall be deemed to be authorised to represent the Purchaser in this respect. The Purchaser is obliged to inform Mathey System in advance in writing or by e-mail, specifying the name of the person authorised to receive a particular order on behalf of the Purchaser.

3. The Purchaser is obliged to check and confirm with his signature that the goods comply with the order in terms of quantity and quality. All discrepancies are noted by the Purchaser on the delivery document.

VI. TERMS OF PAYMENT

1. PRICE

a) The price of the goods is derived from the price list (price statement) or other document containing information on the commercial offer of Mathey System. However, these documents merely constitute an invitation to order and are not binding on the parties.

b) The prices contained in the documents indicated in item a) are net and are subject to increase by the value-added tax (VAT) due and any other tax which replaces it or is introduced additionally.

c) If the prices are specified in a currency other than Polish zloty (PLN), the price on the invoice will be the equivalent in Polish zloty at the currency rate according to the selling rate of the currency in question by the National Bank of Poland on the day preceding the date of issuing the invoice.

d) If no other arrangement has been made between the parties, the goods shall be invoiced at the prices applicable on the day the VAT invoice is issued.

e) Mathey System shall have the right to unilaterally change the prices based on the concluded Sales Contracts in the event of changes in the currency exchange rates exceeding 3% or changes in the amount of taxes or duties on the Goods being the subject of these contracts following the conclusion of these contracts.

2. DUE DATE

The payment period for the goods is calculated from the date of the invoice. Mathey System shall each time include the payment date agreed between the parties on the invoice. Mathey System reserves the right to adapt the credit time to the Purchaser’s situation. It also has the right to make the fulfilment of the order conditional on the provision of a payment guarantee or prepayment of the ordered goods. If the parties agree on payment dates for the goods in instalments, a delay in the payment of any of the instalments shall automatically result in the immediate maturity of the remaining amount due.

3. LATE PAYMENT

1. If the invoice amount due has not been paid within the prescribed period, Mathey System shall be entitled to claim:

a) payment by the Purchaser of statutory interest for late payment and, if contractual interest is stipulated on the VAT invoice or bill, interest at the rate specified therein but not higher than the maximum interest,

b) immediate payment of all other invoices with later due dates,

c) payment by the Purchaser of the price before the date of delivery of the goods resulting from other orders already accepted for fulfilment.

2. Mathey System is entitled to assign its claims to third parties.

4. RETENTION OF TITLE TO THE GOODS SOLD

a) Mathey System reserves ownership of the goods released until the price has been paid in full by the Purchaser. This reservation shall in no way modify the provision of Section V relating to the apportionment of risk.

b) To enable the identification of the goods, the Purchaser undertakes not to remove the distinctive markings of the goods before the price has been paid in full. The resale or any transformation of the goods to which the reservation applies is prohibited.

c) If the Purchaser sells, transforms or refuses to hand over the goods to which the reservation applies to Mathey System, he shall be liable to pay Mathey System a contractual penalty of 200% of the value of the goods.

VII. WEIGHT, FORMAT AND WEIGHT TOLERANCES

1. Mathey System allows tolerances in weight, pallet weight, number of sheets and format of the goods sold, with the reservation that their size is dependent on the tolerances applicable to the type of goods.

2. The Purchaser has the right, from the moment his order is accepted for processing, to be informed as to the tolerances applicable to the goods ordered by him.

VIII. DISCOUNT RULES

1. The discount shall be calculated on the regular product prices.

2. Discounts do not combine with other promotions, discounts or rebates offered by Mathey System.

3. The discount is granted on the amount or quantity purchased.

4. Mathey System reserves the right to withdraw the discount, rebate and charge regular prices in the event of cancellation and return of part of the goods.

IX. COMPLAINTS

1. Once the Goods have been delivered to their destination, the Purchaser is obliged to acknowledge receipt of the Goods, to carefully check the condition of the Goods without delay and to store the Goods in conditions that ensure that their original properties are maintained.

2. The guarantee on the Goods sold is excluded.

3. As a condition for the successful lodging of a claim, the conditions for the use and application of the goods presented by Mathey System must be acknowledged.

4. Mathey System’s warranty liability is modified as follows:

a) In the event of non-compliance, the Purchaser has the right to address a complaint to Mathey System within the period of: – 5 days from the date of receipt of goods if the goods have obvious defects, i.e. defects and errors detectable by external visual inspection (this does not apply to defects of goods caused by improper transport, which should be reported immediately) 
- 3 months from the date of receipt of goods if the delivered goods have hidden defects, i.e. defects and errors detectable by technical examination or testing.

b) To meet the above-mentioned deadlines (complete complaint), the Purchaser should send the complaint, together with the necessary samples of goods at its own expense, to the address Mathey System Izabela Matejczyk, ul. 3 May 9/31, 42-700 Lubliniec, by registered letter no later than the last day of the periods specified above. If the Purchaser does not make a complaint in the manner and within the periods specified above, it shall lose all rights, if any, under the warranty for physical defects of the goods due to their expiry.

c) If the Purchaser identifies any obvious defects in the goods, he may not undertake production with the use of goods until the complaint process is completed.

d) If the purchased goods are found to contain defects during the production test, the Purchaser is obliged to stop production immediately.

e) Consumption of more than 10% of the purchased goods is tantamount to acceptance of the quality of the goods and thus the termination of all rights under the warranty for defects.

5. Defective goods consumed during the production trial should be secured by the Purchaser. The purchaser must also, subject to the above condition, allow Mathey System, at its request, to examine on-site the behaviour of the goods during the production process and the conditions under which they were used in production.

6. If the complaint is accepted by Mathey System, it is obliged to take back the defective goods at its own expense.

7. The Purchaser should return these goods in their original packaging and in a condition that allows them to be transported.

8. Incomplete complaints shall not be reviewed.

9. Mathey System shall acknowledge a complete claim within 7 days of receipt.

10. Mathey System has 30 days to process the complaint from the date of confirmation of receipt of the complete complaint.

11. If the request for replacement of defective goods with defect-free goods is granted, Mathey System undertakes to replace the goods within the shortest possible period resulting from the production capacity of the manufacturer of the goods and other obligations incumbent upon it.

12. If the Purchaser makes claims for damages which arise due to the defectiveness of the goods, the value of damages claimed may not exceed the value of the goods included in the complaint.

13. During the period of complaint processing by Mathey System, the Purchaser shall not be entitled to withhold payment of any amounts already due under the contracts concluded with Mathey System, including for the goods included in the complaint, or for goods which have been invoiced by Mathey System together with the goods included in the complaint, but which, unlike the goods included in the complaint, do not contain defects.

14. However, if the Purchaser withholds the said payments, Mathey System shall be entitled to withhold the claims until the Purchaser has settled all outstanding debts and other obligations to Mathey System, and the Purchaser shall additionally be obliged to pay Mathey System default interest at the rate of twice the annual percentage rate of statutory interest, but no more than the maximum interest. Late interest shall be due to Mathey System in full, whether or not Mathey System upholds the complaint.

15. Goods covered by special sales campaigns, including in particular sale campaigns, are not subject to complaints.

X. FINAL PROVISIONS

1. By accepting these GTCS, the Purchaser agrees to the processing of his personal data by Mathey System and entities acting on its behalf in the country and abroad, in connection with the performance of contracts for the sale of goods and for marketing purposes related to his business activity. The Purchaser shall be entitled to all rights under the Data Protection Act (Dz. U. [Journal of Laws] of 2002, No. 101, item 926 as amended), in particular, it shall have the right to inspect its data.

2. Mathey System reserves the right to amend the GTCS. Amendments to the provisions shall become binding upon the other Party when they have been communicated to the other Party in a manner that is customary between the Parties in their business relationship, so that the other Party may become aware of them, i.e. by posting them on the website www.matheysystem.com.

3. Any time limits provided for in the GTCS and sales contracts are reserved in favour of Mathey System.

4. Should certain provisions of the GTCS be invalid due to the introduction of different statutory regulations, the remaining provisions shall remain valid.

5. If it is not possible to resolve disputes amicably, the parties shall submit them to the jurisdiction of the Common Courts having jurisdiction over the seat of Mathey System.