General Terms of Cooperation

PK Components Limited Liability Limited Partnership General Terms of Cooperation dated January 23, 2018.

§ 1. General provisions

General Terms of Cooperation (hereinafter referred to as GTC) are issued based on Article 384 §1 of the Civil Code dated April 23, 1964.
GTC apply to all sales agreements concluded between PK Components Limited Liability Limited Partnership (hereinafter referred to as PK Components or Seller) and the buyer of goods (hereinafter referred to as the Buyer) and constitute an integral part of each sales agreement. GTC apply during the validity of these agreements.
GTC are available on the Seller’s website http://www.pkcomponents.pl/.
Placing an order by the Buyer signifies acceptance of the conditions specified in the GTC.
The parties may change, exclude, or limit individual provisions of the GTC in the agreement.
In the event of invalidity, ineffectiveness, or lack of subject matter in certain provisions of the GTC, the remaining provisions of the GTC remain valid.

§ 2. Order

Orders are placed electronically at the address or phone number of the customer’s representative, who is a representative of the Seller, or at 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 goods and information about the specifications of the goods (e.g., expected chemical and physical properties); d. the quantity of the ordered goods; e. the exact delivery address (street name, square or avenue, building number, postal code, and city); f. contact person’s details along with a phone number;
The sales agreement is considered concluded after the Seller confirms the conditions specified in the order, particularly the price proposed by the Buyer, the quantity and type of goods, and its specifications. The issuance of a pro forma invoice is also considered confirmation of the order.
The Seller may propose changes to the conditions specified in the order, particularly regarding price, quantity, type of goods, and its specifications. In such a case, the agreement is considered concluded after the Buyer accepts the conditions specified by the Seller. Acceptance of new conditions should occur no later than 7 days from their dispatch to the Buyer.
The order fulfillment period is counted from the moment the Seller sends the confirmation or the Buyer accepts the conditions proposed by the Seller. Confirmation of the order or the Buyer’s acceptance of the conditions proposed by the Seller is synonymous with accepting the order for fulfillment.
Orders lacking necessary information for concluding 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.
In case it is not possible to deliver the goods by the agreed-upon date due to the untimely fulfillment of obligations by PK Components’ suppliers, the Seller is obligated to inform the Buyer within 3 days of learning about this circumstance.

§ 3. Price

The prices offered by PK Components are net prices. The applicable value-added tax (VAT) according to the relevant legal provisions is added to these prices.
PK Components issues invoices in Polish currency. In the case of indicating or accepting by the Buyer a price stated in a foreign currency (USD/EUR) without reservation that the invoice should indicate the price in a foreign currency, the price stated on the invoice will be calculated based on the value in PLN at the selling exchange rate determined by Bank BGŻ BNP Paribas S.A on the day of sale. If the invoice issuance date is earlier than the sale date, the price will be calculated based on the exchange rate on the invoice issuance date.
Invoices can be issued in a foreign currency after prior notification to the Seller.

§ 4. Release of Goods, Their Transportation, and Receipt by the Buyer

All goods are delivered to the location specified by the Buyer at the expense of the Seller.
The Seller does not cover the costs of unloading the goods. The Buyer is obligated to unload the goods without undue delay.
Transportation of goods by the Seller is carried out through courier and freight companies. The choice of the carrier is made by the Seller.
Receipt of the ordered goods by the Buyer or authorized persons is confirmed by signing the delivery document.
The Buyer is obliged to inspect the delivered goods upon receipt. In case of any reservations by the Buyer regarding the ordered goods, especially in the event of identified damages, incomplete deliveries, or deviations from the placed order, the Buyer should prepare a complaint protocol during unloading, signed by the Buyer’s representative and the carrier.
In the event that the Buyer accepted the goods without checking their condition and quantity with the carrier, or did not report any reservations indicating the type of shortage or damage to the carrier, it is presumed that the Buyer received the goods in the quantity and condition specified in the waybill.
PK Components has the right to refuse returns of goods from the Buyer if these returns were not previously agreed upon and confirmed by PK Components. This particularly applies to cases where the delivery complies with the Buyer’s order.
Upon the release of the goods to the Buyer, all benefits and burdens associated with the item, as well as the risk of accidental loss or damage to the goods, pass to the Buyer. This is equivalent to the transfer of the right to dispose of the goods as an owner.

§ 5. Delivery Timeframe

Delivery deadline is considered met if the goods are delivered to the Buyer within the agreed-upon timeframe.
In the event that, due to the carrier’s fault, the goods are delivered to the Buyer after the deadline, the Buyer will direct any claims arising from this matter to the carrier.
In particularly justified cases, the delivery deadline may be subject to change. PK Components will notify the Buyer of such changes via email or phone.

§ 6. Payment Terms

All invoices issued by PK Components must be settled by the Buyer without deductions in the manner and within the timeframe indicated on the invoice.
The day of payment is considered the day when the funds are credited to PK Components’ bank account.
If the Buyer does not make the payment within the specified timeframe on the invoice, PK Components has the right to charge statutory interest for late payment for each day after the due date until the day of payment. In such a case, the Buyer’s payment will be applied first to cover the accrued interest.
In the event of non-payment by the Buyer for the delivered goods within the agreed-upon timeframe, PK Components may withhold the fulfillment of subsequent orders, notifying the Buyer without undue delay.
In the case of non-payment by the Buyer to PK Components of the full amount of the prepayment under the conditions specified for this payment option, PK Components has the right to refrain from delivering the goods to the Buyer until the Buyer settles the entire value of the ordered goods.
Until the full payment of the selling price is made, the goods remain the property of the Seller in accordance with Article 589 of the Civil Code.
In the event of non-payment by the Buyer within the agreed-upon timeframe, the Seller reserves the right to reclaim the goods.

§ 7. Receivables Insurance

PK Components can secure itself by insuring its receivables due from the Buyer. The Buyer is then obligated to undergo the verification procedure by the insurer.
PK Components may assign or pledge receivables arising from agreements with buyers. Buyer’s consent is not required to dispose of the receivables.

§ 8. Complaints

In the event of defects discovered by the Buyer in the delivered goods covered by the scope and within the timeframe provided by the Seller’s warranty, the Seller, after quality assessment and acknowledgment of the complaint, undertakes to deliver defect-free goods or refund the price of the defective and returned goods.
The Seller reserves the right not to acknowledge the complaint if the Buyer fails to comply with the complaint procedure rules specified in these General Terms of Cooperation.
In the case of identified damages, incomplete or incorrectly fulfilled deliveries that exceed the placed order, complaints will be processed based on the complaint protocol drawn up during the acceptance of the goods from the carrier.
If it is found that the physical and chemical properties of the delivered goods differ from those specified in the order or the goods are affected by another defect, the Buyer is obligated to promptly notify the Seller of the non-conformity via email or phone.
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 via email.
The Seller will inform the Buyer about the resolution of the complaint within 14 days from the date of receiving the notification.
The party filing the complaint is responsible for promptly securing the damaged goods.
In the case of a positive resolution of the complaint, the Seller undertakes to deliver the missing goods or replace the goods with those in accordance with the order, if the specific type of goods is available from the Seller, and if impossible, to reduce the price.
In the case of qualitative defects, the Seller is liable only up to the actual value of the defective, unprocessed goods. The Seller is not liable for indirect damages and lost profits unless they result from intentional fault.
The Seller is not responsible for actions taken by the Buyer concerning the goods, especially in the scope or during their processing or production using other goods/products by the Buyer. Unless otherwise stipulated, the Seller does not guarantee the fitness of the goods for any specific purpose, even if the purpose is known, and no such warranty is implied under the name or description under which the goods are sold or under any advice or recommendations given by the Seller, its employees, or collaborators. The Buyer should possess all technical information, safety information, and any other information related to the goods as of the date of their delivery by the Seller. The Buyer bears exclusive responsibility for checking and testing the goods for their processing properties and suitability for the intended use.
Initiating the complaint procedure does not exempt the Buyer from the obligation to pay for the accepted goods.

§ 9. Duty to Verify Information Placed on Packaging

The information and materials provided by PK Components are not directly intended for the end consumer. Before placing any information on the packaging or in other forms of labeling of the finished product, it is necessary to verify it, especially in relation to applicable legal regulations. It is the responsibility of the manufacturer of the final product to determine whether the use of the raw material complies with the applicable legal regulations.

§ 10. Confidentiality Clause

The parties undertake to keep strictly confidential all confidential information, including all information, materials, and 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 that constitutes a trade secret within the meaning of Article 11(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 that has been disclosed by the parties to third parties or information whose disclosure is mandatory under applicable law.
The parties also undertake to use the information referred to in point 1 only for the purposes of the mutually agreed cooperation based on the agreement.
The parties will take all necessary actions to ensure that none of the individuals receiving information specified in point 1 discloses such information or its source, either in whole or in part, to third parties without obtaining prior express written authorization from the other party.
The parties undertake to disclose the information referred to in point 1 only to those employees of the parties for whom it is necessary to perform their assigned tasks and only to the extent that the recipient of the information must have access to it for the purposes defined in the agreement.
The parties undertake not to copy, reproduce, or disseminate any information specified in point 1 or its parts.

§ 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 of Cooperation. The Seller, to the extent necessary for the execution of the sales agreement, will disclose the personal data provided by the Buyer 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 rectify them. Providing the data required in the order by the Buyer is voluntary but necessary for the execution of the sales agreement.

§ 12. Final Provisions

Apart from the claims specified in these General Terms of Cooperation (OWW), the Buyer is not entitled to any further claims against the Seller, excluding claims that cannot be effectively limited by the parties’ will. In particular, the provisions of the OWW exhaustively define the Seller’s liability for the improper performance of the agreement, including defects in goods.
Any disputes arising from the application of the OWW or the sales agreement will be resolved by the competent Common Court for the registered office of PK Components.
In matters not regulated herein, the provisions of the Civil Code of April 23, 1964 (consolidated text Journal of Laws of 2017, item 459, as amended) or the relevant provisions of specific acts apply.
These OWW are effective from October 21, 2022.
Any changes to the OWW are made by posting them on the website.

Last Update: October 21, 2022