General Terms of Cooperation

General Terms and Conditions of Cooperation of January 15, 2018

§ 1. General provisions

The General Terms and Conditions of Cooperation (hereinafter referred to as the “GTC”) were issued pursuant to Art. 384 §1 of the Act of April 23, 1964, Civil Code.
The GTC apply to all sales agreements concluded between entities belonging to the PK Components group of companies, listed in sec. 3 of this section (hereinafter referred to as the “PK Components” or the “Seller” for a specific sales agreement), and the purchaser of goods (hereinafter referred to as the “Buyer”) and constitute an integral part of each sales agreement. The GTC apply for the duration of these agreements.
Entities belonging to the PK Components group of companies mean:
a) PK Components Holding sp. z o.o.
ul. Wita Stwosza 48 lok. 108, 02-661 Warsaw
KRS: 0001020457, NIP: 5214006793, REG: 524507851
b) PK Components Nutritional Oils sp. z o.o.
ul. Wita Stwosza 48 lok. 108, 02-661 Warsaw
KRS: 0001034063, NIP: 5214017578, REG: 525194466
c) PK Components EU Ingredients sp. z o.o.
ul. Wita Stwosza 48 lok. 108, 02-661 Warsaw
KRS: 0001033982, NIP: 5214017561, REG: 525194408
d) PK Components spółka z ograniczoną odpowiedzialnością sp.k.
ul. Wita Stwosza 48 lok. 108, 02-661 Warsaw
KRS: 0000667074, NIP: 5213770552, REG: 366728040
e) PK Components sp. z o.o.
ul. Wita Stwosza 48 lok. 108, 02-661 Warsaw
KRS: 0000663414, NIP: 5213767805, REG: 366560155
The GTC are available on the Seller’s website http://www.pkcomponents.pl/.
Placing an order by the Buyer constitutes acceptance of the conditions specified in the General Terms and Conditions.
The parties may in the agreement change, exclude or limit individual provisions of the General Terms and Conditions.
In the event that any provisions of the General Terms and Conditions are invalid, ineffective or irrelevant, the remaining provisions of the General Terms and Conditions shall remain in force.

§ 2. Order

Orders are placed electronically to the address or telephone number of the customer service representative of the Seller or to the address info@pkcomponents.pl.
The order should include in particular:
a) the name of the Buyer and the name and surname of the person placing the order;
b) the proposed purchase price, indicating whether it is a gross or net price;
c) the name of the product and information regarding the product specification (e.g. expected chemical and physical properties);
d) quantity of goods ordered;
e) exact delivery address (name of the street, square or avenue, building number, postal code and city);
f) contact person details including telephone number;
The sales agreement is deemed to be concluded after the Seller has confirmed the conditions specified in the order, in particular: the price proposed by the Buyer, the quantity and type of goods and their specifications. The issuance of a pro-forma invoice is also considered as confirmation of the order.
The Seller may propose to the Buyer to change the conditions specified in the order, in particular regarding price, quantity, type of goods and their specifications. In such a case, the agreement is deemed to have been concluded after the Buyer accepts the conditions indicated by the Seller. Acceptance of the new terms and conditions should take place no later than within 7 days of their sending to the Buyer.
The order completion date is counted from the moment the Seller sends the confirmation or the Buyer accepts the terms proposed by the Seller. Confirmation of the order or acceptance by the Buyer of the terms proposed by the Seller is tantamount to acceptance of the order for execution.
Orders that do not contain the information necessary to conclude a sales agreement are not accepted by the Seller. The Seller also reserves the right not to accept an order if the Buyer is in arrears with previous payments.
If it is not possible for the Seller to deliver the goods on the agreed date due to untimely fulfilment of obligations by PK Components’ suppliers, the Seller is obliged to inform the Buyer within 3 days of learning about this circumstance.

§ 3. Price

Prices offered by PK Components are net prices. These prices include the goods and services tax applicable in accordance with applicable law.
PK Components issues invoices in Polish currency. If the Buyer indicates or accepts a price stated in a foreign currency (USD/EUR) without stipulating that the price in a foreign currency should be indicated on the invoice, the price stated on the invoice will be calculated on the basis of the PLN value at the selling exchange rate set by Bank BGŻ BNP Paribas S.A. on the date of sale. If the invoice issue date is earlier than the sales date, the price will be calculated based on the exchange rate on the invoice date.
Invoices may be issued in foreign currencies after prior notification to the Seller.

§ 4. Delivery of goods, their transport and receipt by the buyer

All goods are delivered to the place indicated by the Buyer at the Seller’s expense.
The seller does not cover the costs of unloading the goods. The buyer is obliged to unload the goods without undue delay.
The goods are transported by the Seller via courier and forwarding companies. The carrier is chosen by the seller.
The Buyer or his authorised persons confirm receipt of the ordered goods by signing the delivery document.
The buyer is obliged to check the delivered goods upon receipt. In the event of the Buyer’s reservations regarding the ordered goods, in particular in the case of discovered damage, incomplete deliveries or deliveries exceeding the order placed, the Buyer should prepare a complaint protocol signed by the Buyer’s representative and the carrier during unloading.
If the Buyer accepted the goods without checking their condition and quantity with the carrier, or did not raise any objections to the carrier indicating the type of shortage or damage, it is presumed that he received the goods in the quantity and condition described in the consignment note.
PK Components has the right to refuse to accept the return of goods from the Buyer if such returns have not been previously agreed and confirmed by PK Components. In particular, this applies to cases where the delivery is in accordance with the Buyer’s order.
Upon delivery of the goods to the Buyer, all benefits and burdens associated with the item and the risk of accidental loss or damage to the goods are transferred to him, which is tantamount to a transfer of the right to dispose of the goods as an owner.

§ 5. Delivery date

The delivery deadline is deemed to have been met if the goods are delivered to the Buyer within the agreed time.
If, due to the fault of the carrier, the goods were delivered to the Buyer after the deadline, the Buyer shall direct all claims in this respect to the carrier.
In particularly justified cases, the delivery date of the goods may change. PK Components will notify the Buyer of this change by e-mail or telephone.

§ 6. Payment terms

The Buyer must settle all invoices issued by PK Components without any deductions in the manner and within the time specified on the invoice.
The day of payment is considered to be the day on which the funds are credited to the PK Components bank account.
If the Buyer fails to make payment by the date indicated on the bill or invoice, PK Components has the right to charge statutory default interest for each day after the deadline until the date of payment. In such a case, the Buyer’s payment will be credited first towards the accrued interest.
In each case of failure by the Buyer to pay for the delivered goods within the agreed deadline, PK Components may suspend the execution of subsequent orders, of which it will inform the Buyer without undue delay.
If the Buyer fails to pay PK Components the full amount of the advance payment under the terms of this payment option, PK Components has the right to withhold the delivery of the goods to the Buyer until the Buyer has paid the full value of the ordered goods.
Until the purchase price is paid in full, the Goods remain the property of the Seller in accordance with Art. 589 of the Civil Code.
If the Buyer fails to pay the price within the agreed time, the Seller reserves the right to take back the goods.

§ 7. Receivables insurance

For security purposes, PK Components may insure its receivables due to it from the Buyer. The Buyer is then obliged to undergo an inspection procedure by the Insurer.
PK Components may sell or pledge receivables arising from agreements concluded with Buyers. The Buyer’s consent is not required for the disposal of the receivable.

§ 8. Complaints

If the Buyer discovers defects in the delivered goods, covered by the scope and within the period of the warranty granted by the Seller, the Seller, after conducting a quality assessment and accepting the complaint, undertakes to deliver goods free from defects or to refund the price of the defective and returned goods.
The Seller reserves the right not to accept a complaint if the Buyer fails to comply with the complaint procedure rules specified in these General Terms and Conditions of Cooperation.
In the event of damage, incomplete or incorrectly executed deliveries exceeding the placed order, complaints will be considered on the basis of a complaint protocol prepared during receipt of the goods from the carrier.
If it is found that the physical and chemical properties of the delivered goods are different than those specified in the order or the goods are affected by another defect, the Buyer is obliged to immediately notify the Seller of the discrepancy by e-mail or telephone.
The Seller is not liable for defects after one year from the delivery of the goods to the Buyer.
Acceptance of the complaint will be confirmed by the Seller by e-mail.
The Seller will notify the Buyer about the method of resolving the complaint within 14 days from the date of receipt of the notification.
The party claiming the goods is responsible for immediately securing the damaged goods.
If the complaint is accepted, the Seller undertakes to deliver the missing goods or replace the goods with those in accordance with the order, if the given type of goods is available from the Seller, and in cases where this is not possible, to reduce the price.
In the case of quality defects, the seller is liable only up to the actual value of the defective, unprocessed goods. The Seller shall not be liable for indirect damages and lost profits, unless they result from wilful misconduct.
The Seller shall not be liable for any actions undertaken by the Buyer concerning the goods, in particular within the scope or during their processing or production using other goods/products by the Buyer. Unless otherwise provided, the Seller does not warrant the fitness of the goods for any particular purpose, even if the purpose is known, and no such warranty shall be implied by the name or description under which the goods are sold or by any advice or recommendation given by the Seller, its employees or associates. The Buyer shall have in its possession all written technical, safety and any other information relating to the Goods as at the date of their delivery by the Seller. The Buyer is solely responsible for inspecting and testing the goods for their processing properties and suitability for their intended use.
Initiating the complaints procedure does not release the Buyer from the obligation to pay for the goods received.

§ 9. Obligation to verify information placed on packaging

The information and materials provided by PK Components are not addressed directly to the end consumer. Before including any information on the packaging or in other forms of labelling of the finished product, it must be verified, in particular with regard to applicable legal provisions. It is the responsibility of the manufacturer of the final product to determine whether the use of the raw material complies with applicable legal regulations.
The Buyer is liable for the consequences of independent implementation of the goods delivered by the Seller, including its further processing or use as a component of another product or its packaging. If the Seller does not participate in an industrial implementation project using the Seller’s goods and has not been informed of the results of the tests carried out, the Buyer assumes legal and financial liability for the consequences of any damage and claims for the approval of the Seller’s products for any use and is obliged to pay the full price for the purchase of the Seller’s goods in a timely manner.

§ 10. Confidentiality clause

The Parties undertake to keep strictly confidential all confidential information, i.e. all information, materials, documents provided in writing, orally or in any other form, both before and after the conclusion of the agreement by either Party, within the scope covered by the agreement. Furthermore, confidential information includes all information constituting a trade secret within the meaning of Art. 11 sec. 4 of the Act of April 16, 1993 on Combating Unfair Competition (consolidated text: Journal of Laws of 2003, No. 153, item 1503 as amended).
The subject of confidential information does not include information disclosed by the Parties to third parties, as well as information whose disclosure is obligatory under applicable law.
The Parties also undertake to use the information referred to in point 1 only for the purposes of mutual cooperation under the agreement.
The Parties shall take all necessary steps to ensure that no person receiving the information referred to in point 1 discloses such information or its source, either in whole or in part, to third parties without prior express written authorisation from the other Party.
The Parties undertake to disclose the information referred to in point 1 only to those employees of the Parties who need it to perform the activities entrusted to them and only to the extent that the recipient of the information must have access to it for the purposes specified in the agreement.
The Parties undertake not to copy, reproduce or distribute any information specified in point 1 or part thereof.

§ 11. Personal data protection

The Seller informs that it processes the personal data provided by the Buyer in the order for the proper execution of the sales agreement in accordance with the provisions of the concluded agreement and these General Terms and Conditions of Cooperation. The Seller, to the extent and for the purpose necessary to perform the sales agreement, will make the personal data provided by the Buyer available to its subcontractors and, if necessary, to entities involved in the process of delivering the purchased goods to the Buyer. The Buyer has the right to access the content of personal data and the right to correct it. Providing the data required in the order by the Buyer is voluntary, but necessary for the implementation of the sales agreement.

§ 12. Final provisions

Apart from the claims specified in these GTC, the Buyer is not entitled to any further claims against the Seller, apart from claims that cannot be effectively limited by the will of the parties. In particular, the provisions of the General Terms and Conditions exhaustively define the Seller’s liability for improper performance of the agreement, including defects in the goods.
Any disputes arising from the application of the General Terms and Conditions or the sales agreement shall be resolved by a common court having jurisdiction over the registered office of the company from the PK Components group which the dispute concerns.
In matters not regulated in these General Terms and Conditions, the provisions of the Act of April 23, 1964, the Civil Code (consolidated text, Journal of Laws of 2022, item 1360, as amended) or relevant provisions of specific acts shall apply.
These General Terms and Conditions are effective from January 15, 2018.
Any changes to the General Terms and Conditions are made by posting them on the website.

Last Update: March 1, 2024