General Terms and Conditions

General Commercial Terms and Conditions of CPP "PREMA" S.A.

General provisions

General Commercial Terms and Conditions (GCTC) provided by CPP “PREMA” S.A. (Supplier) shall be a binding element of any written purchase contract concluded and quotation and shall be deemed known and accepted by the Employer.
The GCTC shall be deemed to have been accepted by the Employer on the date of receipt of a written confirmation of acceptance of the order or quotation from the Supplier.
Any exceptions to the GCTC shall only become binding after written confirmation by the Supplier.

Scope of delivery and proposal

Cost estimates, catalogue materials, diagrams and drawings, which constitute appendices to the proposal, are subject to change unless expressly stated by the Supplier to be binding. The Supplier reserves the ownership right and copyright for the listed documents, therefore the Employer may not make them available to third parties unless it has received written permission from the Supplier to do so.
The Employer shall place orders in writing and set out in them all its expectations of the Supplier. The Supplier shall confirm acceptance of the order in writing and provide the final and binding arrangements for its fulfilment.
The Employer’s cancellation of acceptance of the goods and products ordered from the Supplier shall not relieve it of its obligation to pay for them. The Employer shall also bear the remaining costs associated with the cancellation. The Supplier shall not charge the Employer with these costs if the Employer cancels the order in writing within 3 days of receipt of the order confirmation.
The costs referred to in section 2.3. shall include storage, processing into other products that can be resold to other customers within one month of cancellation or scrapping if processing or resale is not possible.
Any changes to orders must be made in writing and if the Employer submits them within a period of 3 days, counted from the date of receipt of the order confirmation, the Supplier shall not charge the Employer the costs referred to in section 2.4.

Prices, payment terms and retention of title

The prices quoted by the Supplier are net prices from the Kielce warehouse or Company Stores. VAT at the statutory rate is added to all prices.
The Supplier shall present the payment terms to the Employer in each case in its quotations and order confirmations.
The Supplier shall be entitled to charge statutory interest if the Employer does not comply with the deferred payment deadlines. In such cases, the Supplier shall also have the right to amend the terms and conditions of cooperation hitherto in force for both Parties.
The Supplier shall be entitled to change the previously agreed terms and conditions of cooperation if the Supplier becomes aware of a deterioration in the financial situation of the Employer during the course of the order execution.
If the Employer makes an advance payment to the Supplier for the execution of its order and withdraws from the acceptance of the subject of the order, the Employer shall retain the advance for the costs related to the cancellation of the order (section 2.4.).
The transfer of the right to dispose of the goods as owner shall take place at the moment the business partner collects the goods from the courier/forwarder/carrier with CPP “PREMA” S.A. organising transport to the business partner.

Deliveries

The delivery time shall be counted from the day on which the Supplier sends the Employer written confirmation of acceptance of the order and be given in the following weeks of the year in question.
The delivery time shall be deemed to have been met if the Employer receives the ordered products by the end of the week confirmed by the Supplier.
If any of the Supplier’s sub-suppliers fails to meet the lead times for components or semi-finished products forming part of the finished products ordered by the Employer, the Supplier’s previously confirmed lead time for the Employer’s order shall be extended accordingly.
The Supplier shall not be liable for any change to the delivery time or the impossibility of delivery if it arises for reasons beyond its control, as well as due to the occurrence of a force majeure event.
The Supplier shall not be liable for any losses incurred by the Employer towards its customers whom it provides with the Supplier’s products either directly or indirectly.
The Supplier shall notify the Employer in writing immediately of any delays related to the execution of the Employer’s orders or the complete impossibility of their execution.
The Employer shall immediately make dispositions regarding the delivery which the Supplier has declared ready for collection or dispatch. The Supplier may dispose of the Employer’s products at its own discretion if the Employer does not give appropriate instructions to the Supplier within 14 days. In such a case, the Supplier may also initiate the procedures described in sections 2.3. and 2.4.
The Supplier shall allow partial shipments to be carried out and invoiced upon prior approval by the Employer.

Warranty and complaints

The Supplier provides a contractual warranty according to the following rules:

1.1. 36 months for standard pneumatic cylinders of the ISO 15552 (SSI) series and the CNOMO (SCN) series;

1.2. 18 months for standard air cylinders;

1.3. 6 months for spare parts;

1.4. 12 months for other goods and products.

The warranty period shall be counted from the date of issuing the invoice to the Employer and shall cover only defects in materials and workmanship.
The specific warranty conditions for the product range in question are included on the product label which is attached to the product in each case, or may be set out on the order confirmation.
The Employer shall be obliged to immediately carry out a quality-related acceptance of the delivered products.
If the shipment of the delivery takes place via a forwarding company, upon receipt of the delivery the Employer shall be obliged to immediately inspect the collective packaging and check the contents of the package in terms of quantity and quality of the delivered products.
In the event of non-conformity of or damage to the delivery, a damage report must be drawn up in the presence of the forwarder and a complaint notification must be completed on the form provided by the carrier.
The Employer shall notify the Supplier’s Quality Control Department in writing of complaints in each case and shall act in accordance with its recommendations.
If it is necessary for the Employer to send the products being the subject of complaint back to the Supplier’s premises and at the Supplier’s expense, this shall only be done via the forwarding companies Schenker or DHL. A complaint shipment sent with another forwarder and at the expense of the Supplier shall not be accepted by the Supplier.
Complaints shall only be considered if the following are sent together with the product being the subject of complaint:

9.1. a copy of the invoice on the basis of which the product in question was purchased;

9.2. a damage report with a description of the defect or the reason for the complaint about the product in question (including, if the complaint is due to the fault of the carrier, a damage report on its form);

9.3. the label of the product being the subject of complaint.

If the Supplier assesses and justifies that the Employer’s complaint was unfounded or did not meet the conditions for proceeding with the complaint, the Employer shall pay the costs of transport and/or the costs of technical work carried out by the Supplier.
The Supplier shall not be liable for damage to goods and products resulting from the Employer’s failure to comply with the operating, assembly and technical conditions prescribed by the Supplier and found on product labels and in company catalogues.
Should the Supplier be unjustifiably called upon to settle a claim under complaint made by the Employer at the Employer’s premises or at another location in the country or abroad designated by the Employer, the Supplier shall charge the Employer for all costs relating to this trip.
In the event that the Supplier recognises the complaint, the Supplier undertakes to satisfy the Employer’s complaint claims within the framework provided for under general principles.
The Supplier shall not be liable for any other damage not directly caused to the product delivered to the Employer.

Final provisions

Both the Employer and the Supplier undertake not to disclose business information obtained from each other in connection with the ongoing cooperation (contained in proposals, order confirmations or contracts) to third parties, or after the cooperation has ceased.
The provisions of the Civil Code shall apply to matters not governed by these Terms and Conditions.
If it is not possible to resolve any disputes arising in the course of cooperation between the Supplier and the Employer amicably, they shall be referred to the Commercial Court in Kielce for settlement.
These General Commercial Terms and Conditions shall apply to domestic customers and be valid in Poland.

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