General Terms and Conditions of Sale

GENERAL TERMS AND CONDITIONS OF SALE APPLICABLE TO THE COMPANY:
JFK GROUP KOWALCZYK Ltd.
(before the transformation of JFK Group Fabian Kowalczyk)
27 Wyzwolenia Street
43-190 Mikołów

I. SCOPE OF APPLICATION, BINDING BY GENERAL TERMS AND CONDITIONS OF SALE, CONCLUSION OF CONTRACT

1. These General Terms and Conditions of Sale (hereinafter referred to as "GTS") constitute general contractual terms and apply to all sales agreements,
deliveries of goods and any services provided, where the selling party, supplier or service provider is JFK Group Kowalczyk
Sp. z o.o. (hereinafter referred to as the Seller). The subject of sale, delivery or service is called the Goods.
2. These GTCS form an integral part of every agreement.
3. The Buyer is obliged to familiarise themselves with the GTC before placing an order or signing an agreement. Placing an order
or the Buyer's signing of the agreement shall be deemed as acceptance of these GTC by the Buyer at the time of placing the order
or signing the agreement. If the Buyer declares that they do not accept these T&Cs, the Seller is entitled to
to refrain from performing the contract until the Buyer submits a written statement accepting these GTC. The situation
indicated in the previous sentence, has the effects of the Buyer's culpable delay.
4. The Buyer's acceptance of these T&Cs binds the Buyer in all subsequent orders and signed
agreements.
5. By accepting these T&Cs, the Buyer also declares that the Buyer's T&Cs are excluded in relations with the Seller, even if they have been delivered to the Seller or were readily available to the Seller.
6. these general terms and conditions shall remain in force until such time as the Seller introduces new general terms and conditions or amends these general terms and conditions.
7. The Seller declares that in legal relations with contractors, including Buyers, it excludes the application of the General Terms and Conditions of Sale.
other than these T&Cs.
8. In the event of discrepancies between the terms agreed by the Parties in the contract or in the order confirmed by the Seller,
and these GTC, the terms established in the agreement or confirmed order shall apply in the first instance. The GTC have
application in all matters not regulated by the agreement or the confirmed order.
These T&Cs do not apply solely to contracts concluded with natural persons who are purchasing goods for purposes unrelated
with a commercial or professional activity.
10. The conclusion of the agreement shall be in written or documentary form. The conclusion of the agreement shall also take place upon submission by
The buyer's order shall be binding upon the Seller from the moment the Seller confirms the order. The order confirmation shall be in the form of
documentary. The order placed by the Buyer constitutes an offer to conclude an agreement within the meaning of the Civil Code, the offer cannot
to be cancelled by the Buyer.
11. If the Buyer's order is preceded by the Seller's offer, the contract is concluded by the submission by the
The Buyer declares that they accept the Seller's offer. If, after receiving the Seller's offer, the Buyer submits
where the statement of intent indicates that the Buyer accepts the Seller's offer only in part and/or makes amendments to it, then
such a statement does not constitute acceptance of the Seller's offer, and the order which is the Buyer's offer requiring confirmation by
The seller according to point I.1.
12. Any implied or tacit acceptance of an Order by the Seller is excluded.
13. The Buyer is solely responsible for the content of the order, in particular the technical data of the Goods ordered, and that the data concerning
the quantity and quality of the Goods were in accordance with the Buyer's requirements.
14. The data, technical conditions, and parameters of the Goods not indicated in the Agreement do not bind the Seller.
15. The Buyer declares that each person conducting correspondence via the Buyer's e-mail, as well as
oral correspondence from phones registered to the Buyer, is a person authorised by the Buyer to act on behalf of
The Buyer of any and all declarations of intent and knowledge regarding any agreement, including its conclusion, amendment, and performance – in
documentary format.
16. All technical information concerning steel grades, conversion factors, dimensions and qualities, resulting from catalogues, brochures and
other advertising materials from the Seller are for informational purposes only. This information is binding on the Seller only if
will remain
expressly confirmed by the Seller.
17. The Buyer is obliged to immediately, in writing, on pain of invalidity, notify the Seller of any change
registered office, company, legal form of business activity, and correspondence address. Failure to notify will result in
Deliveries made by the Seller in accordance with the latest data received from the Buyer shall be considered correct and effective.

II. PRICE AND PAYMENT TERMS, DELIVERY, OWNERSHIP

1. The prices of the Goods are determined by the Seller on the date of the conclusion of the agreement. The prices of the Goods are net prices, which are increased each time by
Value added tax applicable on the date of invoice issuance.
2. Any verbal agreements made by the Seller's employees will only bind the Seller if confirmed by the Seller in
documentary format.
3. In the event of changes to fees, costs, or prices at suppliers by a party independent of the Seller – affecting the price of the Goods –
arising in the period between the conclusion of the agreement and the delivery, the Seller reserves the right to adjust the Price accordingly.
If the resulting change in the Price of the Goods is no more than 25% of the Price specified in the contract, the Seller is entitled to amend the Price
without the Buyer’s additional consent to such a change. If the change in Price exceeds the Price of the Goods specified in the contract by 25%, the change requires
in the Buyer's consent. If the Buyer does not consent to the change in the Sale Price, the Seller is entitled to withdraw from the concluded agreement.
without incurring any liability or costs associated with withdrawal.
4. Goods are issued to the Buyer at the Seller's warehouse (EXW) – delivery term – which means the date the Goods are ready for collection from
Seller's composition. If the Buyer expresses a wish to have the Goods delivered to another location, the Seller shall submit
For a buyer of such transport.
5. Release of Goods from the Seller's warehouse, or from another location in the case indicated in point II.4. second sentence, takes place on the basis of
the „Proof of Delivery WZ” document, which is to be signed by the carrier / Buyer's driver collecting the Goods and
Buyer's representative. In the absence of the Buyer's representative at the time of handover, or their refusal to provide
the signature, „Proof of Delivery WZ” is signed by the carrier or Buyer's driver with all legal consequences for
The Buyer, in particular with regard to the qualitative and quantitative conformity of the Goods.
6. The payment terms for the Goods and the delivery date (delivery term) shall be determined by the Seller in the order confirmation referred to
speech referred to in point I.10, or the offer referred to in point I.11. The delivery date shall be deemed to have been met by the Seller if the Seller
He was ready to release the Goods on the indicated date, despite the fact that the actual collection of the Goods took place later. In the case of the Goods' collection
by the Buyer at a date later than the delivery date, the Seller shall charge the Buyer storage costs according to the price list
in force at the Seller's,.
7. The Seller shall not be liable for any delays in the delivery – handover of the Goods – to the Buyer, if, at least 1 day before
The original deadline for delivery of the Goods, the Buyer will be informed, in documented form (e-mail, SMS, telephone), of the impossibility
Deliveries/issue of Goods within the deadline, while simultaneously indicating a new delivery/issue date. The Seller's right to change
The delivery/release date of the Goods is its unilateral right and does not require an amendment to the agreement.
8. Sales invoice payment term (indicated in the offer, order confirmation or other form chosen by the Seller, and
usually expressed in days: 14 days, 30 days, 45 days or 60 days – payable by bank transfer to the Seller's account), is counted exclusively from
from the date of actual delivery of the goods by the Seller, or the date of collection of the goods by the Buyer, or the date of performance of the service by
Seller.
9. The date of sending the invoice by post, by e-mail, or delivered in any other way by the Seller, and also
the day the Buyer receives the invoice has no bearing on how the payment term for the invoice is calculated. The method of calculation
The running of the payment term is regulated solely by point II.8.
10. The payment term shall be considered the date on which the due amount is credited to the Seller's bank account.
11. The Seller has the right to demand from the Buyer payment of an advance, deposit or prepayment towards the ordered Goods or presentation of
payment security, e.g. a bank or insurance guarantee.
12. If the Buyer is obliged to pay a deposit or advance payment, failure to pay within 7 days of the contract date shall result in
the Seller's right to unilaterally withdraw from the agreement, without setting an additional payment deadline for the Buyer. In
in the event of withdrawal from the contract referred to in the preceding sentence, the Seller shall not bear any liability towards the Buyer.
responsibilities and the costs arising therefrom, in particular, it is not liable for damages arising from withdrawal from the contract.
13. In the event of delivery of goods to the Buyer at a location specified by them, i.e. construction site, warehouse, storage facility, unloading site, and
downtime of the transport made available by the Seller during the unloading of the goods, or during delivery to the place indicated by the Buyer
where delivery by transport is impossible or difficult due, among other things, to traffic restrictions, architectural development around
unloading points preventing access, the condition of access roads, weather conditions, and other factors that may
to influence the effective delivery of goods to the indicated place, the Buyer bears full responsibility for the vehicle's downtime
transport, and is obliged to pay a contractual penalty of PLN 200 for each hour or part thereof that the means of transport is stationary,
charging it after the first two hours of parking.
14. The Seller does not provide free storage services for goods. The Buyer undertakes to collect the goods from
the location specified by the Seller within 24 hours of receiving notification from the Seller that the goods are ready for
issue, which this information the Seller provides to the Buyer via email, telephone, SMS, or in writing
– at the Seller's discretion. In the event of the Buyer failing to collect the goods within 24 hours of receiving
The seller's information regarding the readiness of the goods for collection The seller has the right to charge the buyer without prior notice a fee
for the storage of goods at a rate of PLN 200.00 per tonne of goods, for each day or part thereof that storage is required
of the material at the Seller's premises, calculated from 1 tonne of stored goods, until the day of collection by the Buyer.
Furthermore, in the event that the Buyer fails to collect the goods within 24 hours of the notification being sent, the Seller
The buyer, upon being informed that the ordered goods are ready, has the right to transport the manufactured goods without separate notification.
to the Selling Department, i.e. JFK Group Kowalczyk Sp. z o.o. ul. Tysiąclecia 17, 95-080 Tuszyn, charging the Buyer with the transport costs
provided by the Seller.
15. Waste arising from the production of goods ordered by the Buyer shall be placed by the Seller
manifest of materials issued to the Buyer, so-called stallists, or proof of delivery together with the weight. Costs of waste generated in
The costs of production for the material ordered by the Buyer shall be borne entirely by the Buyer and will be included as an additional
item on invoice, to be paid by Buyer.
16. In the event that the Seller considers it justifiable to use Big-Bag sacks for loading and transport, then when using them, i.e.
for Big-Bag sacks by the Seller, the Buyer will be invoiced at the rate of PLN 59 net per 1 unit of each issued for loading
Worka Big-Bag.
17. In the event of a delay in payment, the Seller is entitled to demand interest at the maximum statutory interest rate (Art. 359
(§ 21 of the Civil Code) or default interest in commercial transactions, at the Seller's choice, irrespective of other rights
provided for in the agreement and these GTCs.
18. If the Seller receives, after concluding the agreement, information about the Buyer's worsening financial situation, as a result of,
which the satisfaction of the Seller's claims is endangered, the Seller is entitled to demand immediate payment
of all claims by the Buyer, both claims that are due and claims that are not yet due.
19. In the event of the Buyer having overdue and enforceable claims against the Seller, the Seller has the right
to suspend deliveries of further Goods until all and any outstanding amounts, including ancillary charges, have been settled,
their property. In the situation indicated in the previous sentence, the Seller has the right, at their discretion, to withdraw from the agreement.
covering subsequent deliveries by the Buyer's fault without further notice. In the event of withdrawal from the contract, as referred to in
In the preceding sentence, the Buyer is obliged to pay the Seller contractual penalties in the amount of the Price of the Goods, which
delivery has been suspended by the Buyer, notwithstanding any other claims arising from the agreement.
20. The Seller is entitled to assign claims against the Buyer to a third party without the Buyer's consent.
The Buyer is not entitled to assign any receivables owed by the Seller to a third party without prior written
The Seller's consent, under penalty of nullity.
21. Submitting a complaint does not entitle the Buyer to withhold payment, in whole or in part, for a completed delivery, nor does it release
the obligation of the Buyer to pay the full Price for the Goods.
22. In the event of cancellation, withdrawal or termination of the order/agreement, the Buyer shall bear all costs
what the Seller incurred in connection with the cancellation, withdrawal or termination of the agreement. If the party withdrawing from the agreement is
The Buyer is obliged to pay the full Price of the Goods to the Seller.
23. The following circumstances shall release the Seller from all liability for damages incurred: force majeure and any other
circumstances over which either party has no control, such as industrial disputes, strikes, production downtime, restrictions
customs, currency and energy, widespread shortages of goods, extraordinary decisions by the authorities and gaps and delays in order fulfilment
by Suppliers Sellers.
24. The Seller reserves the right of ownership of the Goods until the full Price for all Goods has been paid. Upon the expiry of the aforementioned period without effect,
payment deadline the Seller has the right to demand from the Buyer the immediate handover of all Goods at the place indicated by
the Seller at the Buyer's expense. Any part of the Price paid shall be retained by the Seller until the Goods are sold to another
the Principal and settlement of compensation due to the Seller.
25. The Buyer is not entitled to deduct its claims against the Seller from the Seller's claims.
towards the Buyer.

III. SCOPE OF LIABILITY

1. The transfer to the Buyer of the benefits and burdens associated with the Goods, as well as the risk of accidental loss or damage to the Goods.
shall occur within the delivery period. If, at the time of receipt of the goods from the carrier or the Buyer's driver, the Buyer finds an existing
the difference between goods actually delivered and goods specified in the „Delivery Note WZ” or damage to the goods,
He should immediately enter his reservations on the carrier's copy of the consignment note, on pain of losing the right to
referring to these irregularities at a later date. These actions are intended to establish the principles and scope of any potential
carrier's liability. Failure by the Buyer to comply with the above conditions shall mean:
a) his waiver of the rights due to him concerning defects and faults in the goods, and
b) his consent to amend the concluded agreement regarding the designation of its subject matter and price – in the event of differences between the goods
provided, or the quantity thereof, and that which was entered into the consignment note or specification.
2. In the event that the Buyer collects the goods using their own transport, the transfer of the benefits and burdens associated with the goods to the Buyer, and
The risk of accidental loss of, or damage to, the goods passes on delivery.

IV. QUALITY, QUANTITY OF GOODS, RETURN OF GOODS

If the contract/order does not specify the conformity of the goods with a standard or does not contain a description of the desired quality of the goods, the Seller shall deliver
Purchasing ordinary goods, without liability for special quality requirements.
2. The Seller shall provide the Buyer with appropriate attestations and certificates concerning the Goods only if such a requirement is
as stated in the agreement/order.
3. The Seller reserves the right to charge additional fees for issuing a certificate in accordance with the current price list. The fee will be
re-invoiced to the Buyer each time.
4. The Seller reserves the right to supply and sell a quantity of Goods that deviates from the theoretical quantity specified in the enquiry/technical drawing/contract/order provided by the Buyer, subject to a quantity tolerance of +/- 4% of the quantity of Goods supplied. This tolerance applies to the total/actual quantity of Goods delivered and sold. Quantitative deviations result from technical circumstances. The Goods are sold in the unit of measurement in which they are offered.
5. The quantitative tolerance referred to in point 4, i.e. +/- 4% of the total quantity of Goods supplied, is due, amongst other things, to the fact that the Goods sold (construction reinforcement, including shapes) are dimensioned based on their external dimensions rather than the centreline of the bars, as well as the generation of non-reusable waste during the production process.
6. In the event of sale or delivery of reinforcing steel, the Goods subject to the agreement are supplied within the given grade of steel
as compliant with the contract, regardless of the species group indicated in the order (contract).
7. The Buyer is obliged to check the quantity and quality of the Goods on the day of delivery. In the event of a complaint
quantitative and qualitative, a condition for considering the complaint is for the Buyer to include on the day falling on the deadline
a note on the „WZ Delivery Note” regarding the nature of the damage to the purchased goods (confirmation of missing or damaged items). Note
The „WZ Delivery Note” must be signed by the Buyer’s carrier/driver and a representative of the Seller.
8. The Seller does not accept returns of Goods arising from reasons attributable to the Buyer (e.g. a wrong decision, cancellation of
the item purchased (the error occurred during the ordering process). In exceptional cases, the Seller may waive this rule and
accept the returned Goods. In such a case, the Seller shall repurchase the returned goods from the Buyer at the Sale Price minus 25 %, and the Buyer
will be charged handling fees and transportation costs. 

V. QUALITY GUARANTEE

1. On the day of delivery, the buyer is obliged to check the quality of the goods provided to them.
2. Subject to the terms set out in these General Terms and Conditions of Sale and in the contract, the Seller grants the Buyer a quality guarantee for the goods supplied, with
subject to the provisions of the Civil Code. The Seller’s liability under the warranty for physical and legal defects in
as a whole.
3. The warranty is valid for a period of 6 months from the date of delivery, unless a different period is specified in the contract.
4. The Seller shall only be liable for a defect that has become apparent during the warranty period and which the Buyer has notified
The seller, during the warranty period, must, immediately upon the defect becoming apparent, but no later than within 7 days of its discovery,
Subject to point V.5 below. Failure by the Buyer to notify of a disclosed defect within the specified period during the warranty period
This excludes the Buyer's warranty claims.
5. The buyer is entitled to lodge a complaint within the following time limits:

(a) with regard to visible quality defects in the Goods: defects that are visible and could have been detected at the time of delivery – the Buyer
has the right to report them to the Seller in writing, on pain of nullity, no later than at the time of delivery of the goods (delivery date), under
failing which the Buyer shall forfeit the right to rely on these defects at a later date and it shall be deemed that the Seller has delivered
To the purchaser of goods free from quality defects,

b) with respect to quality defects not mentioned above, the Buyer has the right to report them to the Seller within the period
during the term of the guarantee, within 7 days of their disclosure, failing which the Buyer shall lose the right to invoke
these defects at a later date and acknowledge that the Seller has delivered the goods to the Buyer free from quality defects.

6. The Buyer is obliged to allow the Seller to inspect the goods subject to the complaint, including taking samples and carrying out tests
technical requirements, failing which any warranty claims will be forfeited.
7. The time limit for considering a complaint (understood as establishing the Seller's liability in principle) is 60 days, however, it is
extended by the time required to carry out the activities specified in point V.6. The costs of sampling, visual inspections, tests and expert opinions shall be borne by
the party identified by the expert as being responsible for the defect. The Seller has the right to choose the expert.
8. In the event of a claim regarding a quality defect in the Goods under the warranty, the Seller – once its liability has been established – is obliged to
solely for the repair of the goods or their replacement with goods free from defects, whereby the choice of the appropriate warranty remedy rests with
Sprzedawcy.
9. Sprzedawca nie ponosi odpowiedzialności za jakiekolwiek szkody powstałe w wyniku lub w związku z wadą i uszkodzeniem reklamowanego
Towaru, w szczególności Sprzedawca nie odpowiada za utracone korzyści Kupującego czy też kary umowne nałożone na Kupującego.
10. Sprzedawca – po uznaniu jego odpowiedzialności – winien naprawić Towar lub wymienić Towar na wolny od wad, w terminie do 60 dni, licząc
od dnia ustalenia odpowiedzialności Sprzedawcy. Jeżeli zachowanie tego terminu ze względu na okoliczności niezależne od Sprzedawcy jest
niemożliwe, w szczególności ze względu na zastosowaną technologię wykonania lub sposób naprawy, czas oczekiwania na Towar od dostawców
Sprzedawcy, wówczas zastrzeżony termin ulega odpowiedniemu przedłużeniu o czas trwania okoliczności niezależnych od Sprzedawcy.
11. Wykonanie uprawnień przysługujących Kupującemu z tytułu udzielonej gwarancji, w szczególności naprawa towaru lub wymiana towaru na
nowy wolny od wad przez Sprzedawcę, nie skutkuje przedłużeniem okresu gwarancji ani rozpoczęciem biegu terminu gwarancji na nowo.
12. Towar przetworzony przez Kupującego w jakikolwiek sposób nie podlega gwarancji jakości. Sprzedawca nie ponosi odpowiedzialności za wady
towarów, które są wynikiem nieprawidłowego przechowywania lub poddaniu dalszemu przetworzeniu. Sprzedawca nie ponosi
odpowiedzialności za powstałą po terminie dostawy korozję Towaru lub jego normalne zużycie.

VI. KLAUZULA POUFNOŚCI

1. Kupujący zobowiązuje się do zachowania w tajemnicy wszelkich informacji dotyczących zawarcia, treści i wykonania umowy.
2. Kupujący upoważniony jest do przekazania informacji dotyczących zawarcia, treści i wykonania umowy jedynie uprawnionym do tego władzom
na ich żądanie oraz podmiotom powiązanym z nimi kapitałowo, oraz swoim doradcom prawnym i księgowym.
3. Zobowiązanie do zachowania poufności, o którym mowa w niniejszym paragrafie wiąże Kupującego bezterminowo, także w razie wygaśnięcia,
rozwiązania lub odstąpienia od umowy.

VII. POSTANOWIENIA KOŃCOWE

1. Umowy sprzedaży towarów / dostawy / świadczenia usług, których stroną jest Sprzedawca podlegają pod reżim prawa polskiego i pod
jurysdykcję sądów polskich.
2. W przypadku, gdy jakiekolwiek postanowienie OWS zostanie uznane za nieważne, nieskuteczne lub niewykonalne, nie wpływa to w jakikolwiek
sposób na ważność, skuteczność i wykonalność pozostałych postanowień OWS.
3. Sądem właściwym dla rozstrzygania sporów wynikających z umów, których stroną jest Sprzedawca jest sąd właściwy dla Sprzedawcy.