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OWU Somet

CONDITIONS OF SALE of the Partnership “P.P. Somet sp. j. J.P.M. Sobkowiak”

Section 1. [Binding force of the Conditions]

1. Delivery of goods and services offered by the Partnership P.P. SOMET SPÓŁKA JAWNA J.P.M. SOBKOWIAK (hereinafter referred to as the “Partnership”) shall be only subject to these Conditions of Sale (hereinafter referred to as the “Conditions”) and shall constitute an integral part of the contracts. The Conditions shall also apply to any and all future contracts, even if they have not been explicitly referred to or repeatedly appended thereto. All provisions introduced by the buyer or contractor (hereinafter referred to as the “other party”) other party with the purpose of amending or departing from the Conditions, shall have no binding effect.

3. The Conditions apply to any sale of goods regardless of whether the goods have been manufactured by the Partnership or a third party. The term “sale” used by the Partnership in its offers, documents, emails, facsimile transmissions and other communications, refers to both these situations indiscriminately.

2. The Conditions shall not apply to contracts concluded with the Partnership by a natural person for a purpose which can be regarded as being outside a trade or profession of such a person (the consumer).

Section 2. [Conclusion of the Contract]

1. Any business information provided by the Partnership shall only be deemed to constitute an invitation to commence negotiations. All specifications or specimens provided by the Partnership shall be viewed as referring only to an average characteristic of the goods. Discrepancies in respect of form, colour, weight , size and quantity shall be admissible and considered to conform with the contract, unless the other party proves (a) that the discrepancies are unacceptable due to significantly depriving the other party of what the other party could have expected under the contract and (b) that the Partnership could have foreseen such situation.

2. Orders placed by the Customer with the Partnership, as well as other similar communications, shall be deemed to constitute irrevocable offers that the Partnership shall be entitled to accept within two weeks. The acceptance of the offer by the Partnership may be made either in writing, or by delivering the goods or services to the other party. The aforementioned rule shall also apply to orders and other similar communications made by the other party to the representatives of the Partnership with the exception that such representatives shall be in no manner entitled to act on behalf of the Partnership.

3. In the event the orders have been sent by email, the Partnership shall confirm a receipt thereof without undue delay. Such confirmation, however, shall not be regarded as the acceptance of the offer (order) made by the other party, although in individual cases the Partnership may jointly confirm the receipt of the order and accept the Customer's offer. The contents of contract shall be recorded on a data storage device and, if requested so by the other party, sent to the other party by email.

Section 3. [Remuneration]

1. Prices quoted by the Partnership remain valid for the period of 30 days as of the day the other party was first notified thereof, unless the Partnership has indicated otherwise. In case of doubt, the applicable prices shall be those quoted by the Partnership in the order confirmation.

2. Unless explicitly agreed upon otherwise, all prices quoted by the Partnership shall be regarded as the net prices, without any discounts, and shall be deemed to have been calculated for the taking of the delivery at the Partnership's place of business in Sułów, Poland (EXW, Incoterms 2010). The prices shall not include, inter alia, any packaging, handling, freight, duties, quality inspection costs, statutory VAT rates and other costs.

3.If the other party requests so, the Partnership may also arrange and pay for carriage of goods. In such cases, however, the place of delivery shall always be the place where the goods have been handed over to the first carrier in Poland (which is usually the address of the Partnership's Registered Office). In all other situations the Partnership's Registered Office shall be deemed to be also the place of delivery. The so agreed place of delivery shall be viewed as constituting also the place where the delivery has been taken by the other party.

4. In the event of essential change of factors that have bearing on the pricing, such as personnel costs or costs of raw materials, sale conditions etc., where such change occurs subsequent to the conclusion of the contract and prior to the indicated or actual date of delivery, the Partnership shall be entitled to request that the prices be revised so as to fit the changed conditions, and should the parties fail to reach agreement in this regard within 14 days, the Partnership may declare the contract avoided.

4. When making the payment to the Partnership, the other party may deduct its claims by means of a set-off, only if such claims have been explicitly conceded to by the Partnership or have been confirmed in a final court ruling.

Section 4 [Delivery, Time of Delivery]

1. Any delay of delivery caused by force majeur or other events that foil the delivery or render the delivery significantly difficult, such as strikes, interdictions and ordinances of public authorities, natural disasters, disturbances of regular business operations, a disruption of electricity supplies etc., including events pertaining to the Partnership's subcontractors, shall not be deemed to constitute a breach of the contract, even if the date of the delivery has been effectively fixed. In such case the Partnership shall be entitled to defer its delivery or performance for as long as the delivery remains difficult or impossible. If the delivery or performance have become impossible or may result in excessive hardships due to reasons beyond the Partnership's scope of liability, the Partnership may declare the contract avoided, whilst the other Party shall not be entitled to claim any damages.

2. The Partnership is entitled to make deliveries or other performances in parts. The other party shall be obliged to take such partial deliveries. Should the other party be in default in taking the delivery, it shall be obliged to redress any resulting damages, including reimbursing additional costs and expenses incurred by the Partnership.

3. If the delivery has been delayed at the other party's request or due to the circumstances within the other party's scope of liability, the goods can be stored at its expense and peril. In such case the delivery shall be deemed to have been made at the time the Partnership notified the other party of the Partnership's readiness to perform the delivery. It is hereby agreed that the daily reimbursement for storage expenses shall amount to PLN 100 per sqm.

Section 5 [Packaging]

1. Costs of disposable packaging shall be calculated by the Partnership according to its own actual costs, and no return of such packaging shall be accepted.

2. Reusable packaging, unless it has been explicitly included in the price, shall remain the Partnership's property. If so, the other party shall send the packaging back, at its own expense and in a proper condition, to the Partnership within 30 days. Where it has been agreed that the Partnership would collect the packaging from the other party, the other party shall be obliged to store it free of charge and prepare it in due time to be collected by the Partnership in a proper condition.

3. Europallets, containers and similar receptacles used for freight purposes shall be exchanged in accordance with the accepted trade custom and practice. If at the time of the delivery the receptacles have not been handed over to be exchanged for receptacles of the same quality and quantity, the Partnership shall be entitled to separately include costs of the receptacles that have not been handed over into the price.

Section 6 [Passing of Risk]

1.Once the goods have been handed over to the other party, the risk of accidental loss, deterioration or damage thereto rests with the other party. However, where the delivery should involve the carriage of the goods, the risk shall pass when the goods are handed over to a freight forwarder, an entity operating as a carrier or other entity engaged in the carriage of goods. This provision applies regardless of which party should bear the costs of the carriage.

2. The other party's default in taking the delivery shall have as its consequence the legal effect of taking the delivery.

3. Insurance in respect of carriage shall only be effected by the Partnership at the other party's explicit request and at the other party's expense.

Section 7 [Warranty for defects]

1. If the goods are defective and the defects are within the scope of the Partnership's liability, the Partnership shall be obliged to deliver substitute goods. However, if such delivery should not take place in due time or if has proved to be otherwise ineffective, the other party may, at its discretion, either declare the contract avoided, or request that the price of the goods be reduced. The substitute delivery shall be regarded as ineffective, given that the Partnership was provided with sufficient ability to perform the delivery and the expected outcome has not ensued; or the delivery proves to be impossible; or the Partnership refuses to perform the delivery or is in default in performing it in a manner unacceptable to the other party, or if the delivery should cause excessive hardships to the Partnership. The other party shall not be entitled to declare the contract avoided in accordance with this paragraph, unless the defects are substantial.

2. The other party shall be obliged to examine the goods in respect of their conformity to the contract immediately upon receipt of the delivery and notify the Partnership of any nonconformity under the pain of losing the right to rely on a lack of conformity. Any visible defects must be notified to the Partnership forthwith, whilst other defects must be notified without undue delay in writing, no later than within 14 days upon receipt of the delivery. The burden of proof with regard to the said notifications, existence of the defects and the actual date of finding the goods defective rests with the other party.

3. If, after the substitute delivery has not been performed, the other party decides to declare the contract avoided due to a lack of conformity, the other party shall not have the right to claim any damages, and shall return the delivered goods to the Partnership. If however, after the substitute delivery has not been performed, the other party decides to claim damages, the other party may retain the possession of the goods, whilst the damages shall amount to the difference between the contract price and the actual value of the defective goods. The aforementioned provision does not apply, if a breach of the contract has been caused intentionally.

Section 8 [Limitation of Liability]

1. To the extent admissible by the statutory law, the Partnership and the persons or entities to whom the Partnership has delegated performance of the contract, shall be exempted from any liability for a breach thereof, resulting from unintentional guilt. The Partnership's liability shall only comprise typical and foreseeable damages resulting from a breach of the contract.

2. The Partnership shall bear no liability for late deliveries or deliveries of non conforming goods made to the Partnership by third parties, unless the Partnership can be held guilty for a lack of the third party's delivery, for instance, in the event a lack of the delivery results from the Partnership's failure to conclude a contract with such a third party for the delivery of goods ordered by the other party. In such case the Partnership shall notify the other party in due course that the goods are unavailable, and shall return in due course the performance that has been thus not reciprocated.

3. The other party shall be obliged to adhere to relevant industrial law regulations, and in the event of their infringement, shall relieve the Partnership of any resulting liability towards third parties.

Section 9 [Reservation of ownership]

1. Ownership of the goods should not pass to the other party prior to full satisfaction of all existing and future claims of the Partnership towards the other party.

2. Provided that the other party is not in default, the other party has the right to modify the goods subject to the reservation of ownership, insofar as any such modifications do not go beyond due care and diligence of a prudent businessman, and even to dispose of the goods in accordance with the accepted business custom and practice. However, the other party shall not be entitled to impose any encumbrances upon the goods, to pledge them or to transfer the ownership thereof to a third party as security for a debt. Any claims of the other party arising from reselling the goods subject to the reservation of ownership or from other particular third party's rights (eg. insurance, torts, corrections of accounts), are hereby assigned to the Partnership up to the amount of the Partnership's claims.

3. The other party shall be obliged to store, free of charge, the goods subject to the reservation of ownership, and to insure the stored goods as customarily accepted. In the event a third party, in particular a court bailiff, should claim any sort of authority or possession over the goods, the other party shall make it known to such third party that the goods are owned by the Partnership and immediately notify the Partnership thereof.

4. Whenever the other party fails to perform its obligations under the the contract, in particular the obligation to make required payments, the Partnership may claim back the goods and/or declare the contract avoided. In such case the other party shall be obliged to hand over the goods back to the Partnership. The Partnership's declaration claiming back the goods shall not imply the Partnership's intention to avoid the contract, unless such intention has been expressly communicated by the Partnership.

Section 10 [Personal data protection]

The other party hereby agrees that its personal data may be processed and collected by the Partnership as necessary in the course of the contract.

Section 11 [Other Provisions]

1. Any disputes arising out of or in connection with the contract concluded within the scope of the Conditions, including legal effectiveness of the contract or its part, shall be disputed and decided by the Polish court competent in the area where the Partnership's registered office is located at the time of instituting a lawsuit. The jurisdiction of Polish courts is exclusive.

2. The Conditions may only be amended or supplemented in writing under the pain of nullity. The same applies to the above provision requiring the written form.

3. Should any of the provisions found in the contract or the Conditions be ineffective, this shall not affect validity of other provisions.

4. All contracts entered into between the Partnership and the other party shall only be governed by laws of Poland. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.