KTR Corporation | 122 Anchor Road | Michigan City, IN 46360 | T 219-872-9100 | F 219-872-9150

GENERAL TERMS AND CONDITIONS OF SALE of the company KTR Steel Construction Sp. z o.o. in OZIMEK

For the purposes of these General Terms and Conditions of Sale, the following definitions shall apply:

1. GTCS - these General Terms and Conditions of Sale constituting general conditions of contracts within the meaning of Art. 384 § 1 of the Civil Code;

2. Seller - Konstrukcje Stalowe KTR Group spółka z ograniczoną odpowiedzialnością with its registered office in Ozimek, entered into the National Court Register under the KRS number 0000058707;

3. Sales Agreement - any contract concluded by the Seller, the subject of which is the transfer of title to a movable thing and the release of such a thing by the Seller to the other party to the agreement in return for payment or free of charge and whose other party is not the consumer; a Sales Agreement may in particular be a contract of sale, exchange, delivery or donation within the meaning of the Civil Code;

4. Buyer - the other party to the Sales Agreement, not being the consumer;

5. Parties - both parties to the Sales Agreement (Seller and Buyer);

6. Goods - movable thing whose title is transferred by the Seller to the Buyer under the Sales Agreement.

§ 1

1. These General Terms and Conditions of Sale apply to any and all Sales Agreements entered into by the Seller.

2. GTCS constitute an integral part of any and all Sales Agreements entered into by the Seller.

3. GTCS are generally available in electronic form on the Seller's website operating under the domain: ks.com.pl (http://www.ks.com.pl) and may be stored and reproduced in the normal course of operations within the meaning of Art. 384 § 4 of the Civil Code. In addition, GTCS are available in hard copy at the Seller's registered office.

4. Contract templates used by the Buyer do not bind the Seller and do not become a part of the Sales Agreement.

5. The Seller's offer, referred to below in§ 2, sec. 2 of the GTCS, should contain information of the fact that the GTCS are generally available in electronic form on the Seller's website operating under the domain: xxxxx


6. Withdrawal by the Seller or the Buyer from the Sales Agreement does not preclude application of the provisions of GTCS.

§ 2

1. In order to conclude the Sales Agreement the Buyer sends an inquiry to the Seller containing information such as: Buyer's details (Buyer's company name; Buyer's address, Buyer's NIP), technical specification of Goods in order to facilitate preparation of the offer by the Seller, place of collection of Goods. The RFQ may be made by the Buyer in writing or electronically.

2. In response to an inquiry made by the Buyer the Seller makes a binding offer to the Buyer to conclude a Sales Agreement containing: Seller's details (Seller's company name; Seller's address, Seller's NIP), technical specifications for the manufacture of Goods, date of release of Goods, the price and payment terms. The offer may be made by the Seller in writing or electronically.

3. Acceptance of the Seller's offer is effected in the form of an order placed by the Seller. The order should include q place where Goods will be inspected by the Buyer (the final destination of Goods). The order may be placed by the Buyer in writing or electronically.

4. The order may contain detailed technical specifications for the manufacture of Goods if it is in full compliance with the technical specifications for the manufacture of Goods contained in the Seller's offer.

5. By placing an order the Buyer confirms its full conformance with the contents of the Seller's offer, including in particular with the technical specifications for the manufacture of Goods.

6. Placing an order by the Buyer also means acceptance of all of the provisions of the GTCS.

7. The Sales Agreement is concluded upon placing an order by the Buyer, subject to the provisions of sections 8-9.

8. The Seller's offer may be accepted by the Buyer only without reservations. Art. 681 § 1 of the Civil Code shall not apply.

9. The Buyer's acceptance of the offer subject to modifications is deemed to be a new RFQ of the Buyer.

10. After the conclusion of the Sales Agreement the Seller delivers an order confirmation to the Buyer in writing or electronically.

11. If during the implementation of the Sales Agreement it turns out that the detailed technical specifications for the manufacture of Goods included in the Buyer's order is not in full compliance with the technical specifications for the manufacture of Goods contained in the Seller's offer, the Seller will be entitled to an appropriate modification of the provisions of the Sales Agreement as regards the price of Goods and/or the date of release of Goods.

12. Amendments to the provisions of the Sales Agreement after its conclusion may be effected with observing the procedure prescribed for in sections 1-10.

§ 3

1. The Buyer is required to pay the price without deductions by the date indicated in the invoice issued by the Seller.

2. The date of payment of the price by the Buyer shall be the date of crediting the Seller's bank account with the amount corresponding to the price.

3. In the event of the Buyer is in delay with payment of the price the Seller shall be entitled to demand from the Buyer statutory interest for late payment.

4. The Parties exclude the Buyer's right to deduct its debts which he is entitled to from the Seller from the debts owed to the Seller from the Buyer.

5. If the Buyer is required to pay the advance payment, failure to make the advance payment on time entitles the Seller to withdraw from the Sales Agreement.

6. If the Buyer is required to pay the entire or a part of the price before the release of Goods by the Seller to the Buyer, the Seller may withhold the release of Goods to the Buyer until the payment is made. In such a situation the deadline for the release of Goods by the Seller to the Buyer shall be extended by the period of the Buyer's delay in making the payment.

7. If the Buyer is in at least a 30-day delay with satisfying any financial obligations to the Seller in respect of any legal right, the Seller may withhold the release of Goods to the Buyer until the moment the Buyer has satisfied such financial obligations. In such a situation the deadline for the release of Goods by the Seller to the Buyer shall be extended by the period of the Buyer's delay in satisfying the financial obligations, referred to in the preceding sentence.

§ 4

1. Transfer of the title to Goods to the Buyer takes place only upon payment of the price (reservation of the title - Art. 589 of the Civil Code).

2. If, before the transfer of the title to Goods to the Buyer, a bankruptcy or reorganization proceeding is instituted against the Buyer, the Buyer shall be required to mark the Goods in a manner unequivocally indicating the fact of reservation of the title to Goods in favor of the Seller.

3. If, before the transfer of the title to Goods to the Buyer, the Goods are seized in an enforcement proceeding or a security proceeding conducted against the Buyer, the Buyer is required to immediately notify the Seller of this fact, as also notify any authority conducting the enforcement (security) proceedings of the reservation of the title to Goods in favor of the Seller.

§ 5

1. Release (delivery) of Goods is effected in the EXW formula acc. to INCOTERMS 2000 (ex works), unless the Seller and the Buyer agree otherwise.

2. The Seller shall notify the Buyer in writing or electronically of the readiness to and the date of release of Goods to the Buyer.

3. The Buyer is required to collect Goods within the period specified by the Seller as stipulated in section 2.

4. If the Buyer's delay in the collection of Goods exceeds 7 (seven) days, the Seller shall be entitled to charge the Buyer with contractual penalty of 0.2% of the price of the uncollected Goods for each full week of delay in collection of Goods.

5. If the Buyer's delay in the collection of Goods exceeds 7 (seven) days, the Buyer shall not be entitled to warranty rights, unless the Seller and the Buyer conclude a separate agreement in this regard.

6. The provisions of sections 4 and 5 shall apply accordingly when the Seller pursuant to § 3, sec. 6 or § 3, sec. 7 of the GTCS withholds the release of Goods to the Buyer.

7. The Buyer must not require the Seller to repair the damage he had suffered as a result of the delay in the release of Goods by the Seller, unless the Seller has caused the damage to the Buyer intentionally.

8. The Buyer shall inspect the delivered Goods within 5 business days of the date the Goods arrive at the final destination. If the Buyer fails to inspect the Goods within that period, it shall lose its rights under the warranty.

§ 6

1. The Buyer's warranty rights expire after one year of the date of release of Goods, not later, however, than within one year of the date the Seller issues an invoice for the sale of Goods.

2. The Buyer shall notify the Seller of a defect in Goods immediately upon its detection. The notification shall be effected in writing or electronically.

3. At the request of the Seller, the Buyer should enable the Seller to inspect the Goods in which a defect has been revealed in the customarily adopted manner.

4. The Seller is required to handle the Buyer's complaint within 10 business days from the time of inspection and/or determination of the condition of Goods in which the defect has been revealed. Handling the complaint is effected in writing or electronically.

5. In the event of accepting the complaint the Seller at its own discretion shall remove the defects in the Goods or replace the defective Goods with Goods free of defects. However, if the cost of removing defects in the Goods or replacing the defective Goods with Goods free of defects exceed the price of Goods, the Seller may withdraw from the Sales Agreement.

6. The Buyer must not require the Seller to repair the damage he had suffered as a result of the existence of defects in the Goods, unless the Seller has caused the damage to the Buyer intentionally.

7. Detection of a defect in Goods does not create the Buyer's entitlement to withhold payment of the price.

§ 7

1. The Court exclusively competent for the settlement of any disputes between the Seller and the Buyer in connection with the performance, termination or cancellation of the Sales Agreement, as also disputes over compensation for non-performance or improper performance of the Sales Agreement shall be the court competent for the registered office of the Seller.

2. The place of performance of the Sales Agreement is Ozimek.

3. The Sales Agreement is subject to the Polish law.

4. The provisions of the United Nations Convention on contracts for the international sale of goods drawn up in Vienna on 11 April 1980 or the provisions of the United Nations Convention on the limitation period in the international sale of goods drawn up in New York on 14 June 1974 shall not apply to the Sales Agreement.

5. GTCS shall enter into force as of 01.06.2016

 
 
 
 
 
 
 
 
 
 
 
 
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