Nova Trading

General Terms and Conditions of Sale and Delivery


General Terms and Conditions of Sale and Delivery

NOVA TRADING S.A.  - General Terms and Conditions of Sale and Delivery



§1. General provisions

1. The present document determines the rules and principles of sale and delivery of goods and services offered by NOVA TRADING S.A.
2. Definitions applied in the General Terms and Conditions of Sale and Delivery of NOVA TRADING S.A.:
GTCSD – General Terms and Conditions of Sale and Delivery of NOVA TRADING S.A. company
NT – NOVA TRADING S.A. with the registered office in Toruń.
Buyer / Customer – every legal person, natural person as well as an organizational unit w/o the status of a legal person, which/who submitted to NT a commercial enquiry or order concerning goods and services offered by NT.
Commercial enquiry – any form of declaration whose purpose is to provide the Customer with information about the possibility and terms and conditions of rendering a service or delivery (sale) of goods and services.
Offer information – any information determining the terms and conditions of a future order w/o the status of an offer under the regulations of the Civil Code, i.e. requiring a final review and confirmation of all terms and conditions by NT (with regard to specific quantities, deadlines, and other requirements).
Order / contract – written declaration made by the Buyer for NOVA TRADING S.A. including any essential items of a contract of sale, in particular the type of product, quantity and its price.
Untypical product – a product requiring a specific production (eg. untypical dimensions, special processing) or execution of commercial transaction (eg. purchase of material by NT) in order to meet a customer’s specific needs.
3. GTCSD constitute an integral part of the contract.  All and any exceptions or changes to the terms and conditions of the GTCSD shall be made in writing and if done otherwise shall be null and void.
4. The exceptions or changes referred to under §1. section 3 apply on a one-time basis to a given commercial transaction, unless otherwise agreed in writing under pain of invalidity.


§2. Offers and orders

2.1. Object of offer information and orders
1. A contract of sale is concluded once a given order submitted by the Customer to NT has been reviewed and accepted.
2. Unless quality requirements for a given product or service are specified in a given order / contract, the products and tolerances shall comply with an applicable standard.
3. On accepting an order / concluding a contract, NT undertakes to deliver products or services in compliance with the Buyer’s order. NT is not liable for the accuracy, fitness or applicability of the ordered product for the Buyer’s specific purposes or his further customers.
4. Due to the nature of products on offer, while carrying out an order, NT reserves the right to a quantitative tolerance margin of plus/minus 10% with regard to any accepted order.
5. Unless a given order / contract stipulates otherwise, the product shall be prepared in accordance with internal NT standards or according to the manufacturer’s processing standard.
6. Unless otherwise agreed, delivery deadline shall denote any working weekday of designated number.
7. If in doubt, any advertisements, advertising, price lists, reference models, samples and any other information targeting the public or individuals are not considered an offer but an invitation to conclude a contract. 

2.2. Prices and terms and conditions of payment
1. Unless clearly specified otherwise, the prices of products included by NT in any offer information are VAT exclusive prices.
2. Any costs and method of products delivery to the Buyer as well as any additional services are agreed individually at the time of order acceptance.   If no such arrangements are made, it is understood that products shall be collected at the registered office or at a branch of NT.
3. If, under a mutual written agreement concerning a change to an accepted order, the contractual object or/and its quantity or any other provision of the given order is changed, NT reserves the right to change the price for the contractual object.
4. The value of the product sold is calculated based on the price accepted in the applicable offer information or order / contract and the product quantity specified in the measurement unit used as a basis of settlement.
5. If an order is settled in a currency different than PLN, unless otherwise agreed by the parties, the invoiced amounts are calculated based on the exchange rate for the given currency in Bank Handlowy w Warszawie S.A. as of the invoice date.

2.3. Mill certificates and other documents
1. If so agreed in an order / contract, NT shall produce a mill certificate as well as any other documents agreed in writing.
2. Unless an order / contract stipulates otherwise, the agreed documents shall be sent via e-mail or post after delivery.
3. Unless the parties agree otherwise, NT shall charge a fee for producing the mill certificates.


§3. Order execution

1. Unless otherwise agreed, the Buyer is under obligation to collect the contractual object immediately after receiving a notification informing of its availability for release.   In the event of any delays in collecting of ordered products, the Buyer may be charged with storage costs, subject to any other right NT may be entitled to.   The storage process of such uncollected products can be assigned to an outside entity (third party) at the Buyer’s cost and risk.
2. If delivery is executed with the use of NT vehicles, the following rules apply:
a. The Buyer guarantees that the access roads to the unloading site enable access for wheeled vehicles of the total acceptable weight of 42 t., length of 17 m and height of 4 m. The Buyer is under obligation to notify NT of any possible difficulties or deviations from the above figures in writing. The notification should be made at the moment of order submission and should be accompanied by an acceptance of any delays in deliveries related thereto.  If the aforementioned difficulties or deviations are so significant that they make it impossible or considerable difficult to release products, the risk and costs of any conversions and adjustments related thereto are on the Buyer’s side.
b. Any delivery made within 3 working days of the confirmed deadline is considered as made according to schedule.
c. The Buyer shall provide the equipment necessary to unload the delivery without delays. NT can charge the costs of any unjustified demurrage to the Buyer.
d. Unloading is the Buyer’s responsibility and NT cannot be held liable for any damages occurring during unloading.
3. If no detailed arrangements are included in a given order, NT is responsible for choosing a carrier.
4. NT shall make every effort to pack products properly.  The standard packaging materials used are not subject to any additional charges and are not returned, except for pallets.  NT can charge a deposit for returnable pallets to the amount agreed with the Buyer.
5. The requirements concerning packaging, securing or labelling other than the standard ones as well as any costs related thereto shall be agreed in writing under pain of invalidity not later than during order acceptance procedures.
6. NT is not liable for any delays in order execution and the delivery deadline is extended by the duration of any obstacles or impediments occurring due to circumstances beyond the parties’ control such as a late material delivery of NT’s suppliers, a force majeure event, unexpected stoppages at NT’s  facilities, etc.  Any partial order execution can constitute a separate delivery and have separate invoices made out by NT.
7. If products are transported on pallets, at the end of every calendar quarter, NT can send to the Buyer a list specifying the number of pallets taken and kept at a given moment by the Buyer which the Buyer is under obligation to return.  The term for returning the pallets is 30 days of the date on which the Buyer receives a list with the number of pallets for a given quarter.
8. If the Buyer returns pallets within the deadline fixed by NT, NT shall be responsible for the transportation.  The Buyer is under obligation to notify NT in advance of the intention to return pallets, so as to enable necessary arrangements to receive them.
9. If the Buyer fails to return pallets in numbers specified in a given list and within the fixed time period, NT shall make out a VAT invoice for the Buyer amounting to the value of unreturned pallets without any possibility of returning the pallets at a later date. The cost of pallets is determined according to a current price list of NT.


§4. Complaints and returns

1. The Buyer is under obligation to inspect products with regard to quantity and quality immediately after receiving them.
2. It is essential for processing of any complaint to guarantee a clear and unambiguous identification and traceability of a given product confirming its NT origin as well as a detailed description of the defect / shortage along with evidence supporting the occurrence of the defect / shortage.
3. Should any qualitative or quantitative non-compliance be discovered on acceptance of delivery, the Buyer shall make a corresponding record on a copy of delivery document for NT and shall immediately, not later than within 5 working days of the delivery date, notify NT in writing of any non-compliance discovered. 
4. Should any hidden defects be found, the Buyer is under obligation to immediately file a complaint in writing, not later than within 5 working days of discovering the defects. Any hidden defects can be notified up to 1 year of the material manufacturing date.
5. Until a written complaint report is issued by NT, the product questioned by the Buyer should:
a. be available to NT for inspection and testing,
b. be secured against further processing or loss of value.
6. In order to return any product questioned by the Buyer a prior written consent of NT is required as well as a completed return form.   Product identification/traceability is a prerequisite condition for acceptance of any returned product.  Any returned product should be secured against further loss of value.
7. Any quantitative and/or qualitative complaints concerning some or all products do not give the Buyer the right to withhold payments for deliveries made or services rendered. 
8. Control and measurement instruments applied in NT are checked with regard to reference standards and , if applicable, they are attested and verified.   3rd class weights are used according to the regulation of the Minister of Economy of 31 January 2008 on requirements for non-automatic weights and detailed scope of reports drafted during legal metrological inspection of the measuring instruments (Journal of Laws of 18 February 2008).


§5. Payments and other settlements

1. Invoices made out by NT shall be paid within the time limit indicated on each invoice.  Payment day is the day of crediting of NT account.
2. If the Buyer is late with payments or takes other measures which are to the detriment of NT, NT reserves the right to withhold deliveries or services until the obstacle is eliminated.
3. If the Buyer orders products and then fails to collect them or in any other way fails to execute the contract, NT has the right to charge a contractual fine amounting to the gross value of a given order (i.e. including VAT which would have otherwise been charged if the products had been collected).
4. As concerns any orders for untypical products, NT may require from the Buyer a written confirmation of the terms and conditions applicable to a given order as well as an obligation to collect the products within the agreed time period.   If the products are not collected within the time period allowed, apart from the contractual fee stipulated under §5. section 3, the Buyer may be additionally charged with any related storage costs. 
5. The provisions above do not preclude NT’s right to claim damages under general rules exceeding the value of contractual fines.
6. NT reserves the right to transfer any receivables it is entitled to from a client, in particular to transfer any receivables to the underwriter insuring a given transaction. Any provisions of the general terms and conditions of the client which exclude or limit this right are ineffective.


§6. Miscellaneous

1. The legal relations with the Buyer are governed by the Polish law only.  Any disputes arising out of or in connection with execution of a contract / order shall be settled by a court competent for the seat of NT.
2. The rights under any contract concluded with NT cannot be assigned to a third party without a written consent of NT.
3. NT reserves the ownership of any products sold until a full price has been paid.
4. If any of the provisions of the GTCSD are legally ineffective or invalid, the other provisions and orders executed in pursuance of the provisions remain in force and are fully binding.   The parties shall take efforts to agree on other legally effective provisions to replace the ineffective or invalid ones. The new provisions shall be possibly closest in meaning and intention to the ineffective regulations.
5. On concluding a contract, the Buyer accepts the GTCSD and agrees to having his personal data processed by NT for purposes connected with execution of orders and for marketing purposes connected with NT’s business activity.
6. The Buyer has the right to apply the provisions of the act of 29 August 1997 on protection of personal data (Journal of Laws from 2002 no. 101, item 926, as amended), in particular to have access to his own personal data.


This version is valid from 02.09.2013 and supersedes the version of 20.09.2011.

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