GENERAL TERMS AND CONDITIONS OF SALE (GTCS) OF KERBL EAST sp. z o.o.

I GENERAL PROVISIONS
1. These terms and conditions stipulate the general terms and conditions of cooperation with Kerbl East Sp. z o.o., with its registered seat in 05-205 Wola Rasztowska, ul. Kwiatowa 8 B., entered in the Register of Entrepreneurs of the National Court Register kept by the District Court for the capital city of Warsaw in Warsaw, 14th Commercial Division of the National Court Register with KRS no.: 0000488452, NIP: 1251623673, REGON: 147000078, initial capital: PLN 5,000, hereinafter referred to as “Kerbl East”, relating to the sale of goods to entrepreneurs having their seats both in the European Union and outside it.
2.  The cooperation with Kerbl East shall be based on an individual agreement with a given vendor and on these General Terms and Conditions of Sale. Kerbl East reserves that other model agreements of entrepreneurs (vendors) shall not apply unless it is stipulated otherwise in the individual agreement. Rights and obligations of the Parties are specified solely in the executed individual cooperation agreement or in the sale agreement and in these General Terms and Conditions of Sale.
3. The following definitions shall apply in these General Terms and Conditions of Sale:
  1. GTCS — General Terms and Conditions of Sale of Kerbl East.
  2. Parties: The Seller, i.e. Kerbl East, and the Buyer, being an entrepreneur running their business or professional activity in their own name.
  3. Written format — a document with a hand-written signature. E-mails shall be considered equivalent to the written format.
  4. Agreement — an individual cooperation or goods’ sale agreement by and between Kerbl East and the entrepreneur.
  5. Carrier — a transport company.
  6. Goods — a product offered commercially by the Seller at any given time.
  7. Goods release — shipment hand-over to the carrier.
  8. Business days — they shall mean Monday to Friday, excluding any bank holidays as stipulated in the Act of 18 January 1951 on bank holidays. 
II AGREEMENT EXECUTION
1. The Agreement is executed by the Seller accepting the order placed by the Buyer for processing at the time when the Parties have agreed all the vital cooperation aspects (including the Goods’ selling price).
2. Orders can be placed in Polish, English, Russian or Ukrainian at: info@kerbl-east.com
3. The Order shall include:
  1. Address details of the ordering party, including the business name, registered seat address and NIP or another, equivalent tax identification number;
  2. Goods’ designation, based on the trade name or catalogue number (compliant with the Seller’s code);
  3. ordered quantity of Goods;
  4. For an order placed with the Seller for the first time, the Buyer shall enclose (scanned) copies of registry or other documents (e.g. an excerpt of an entry in the Register of Entrepreneurs of the National Court Register or in another commercial register) corroborating the authorisation to represent the entrepreneur.
4. 5 days after the order is received, the Seller confirms the order acceptance for processing and sends information on the Goods’ availability, the price list and a pro-forma invoice to the e-mail address used for order placement.
5. The Buyer may confirm their order within 5 business days after they receive the information mentioned in paragraph 4 and execute the Agreement by paying the pro-forma invoice. If they do not pay it, it shall be construed to mean the order cancellation.
6. If the Goods are not on stock in the warehouse or they cannot be prepared for the direct delivery for any other reason at the time when the order is placed by the Buyer, the Seller shall notify the Buyer of the unavailability or the anticipated date of Goods’ availability within 5 business da
III DELIVERY
1. The Goods shall be delivered pursuant to EXW or FCA according to Incoterms 2020, as per the individual provisions of the Agreement.
2. The Seller shall notify the Buyer of the ordered Goods’ readiness for collection and of the place and the preferred date of collection by sending an e-mail to the e-mail address used for order placement.
3. The Buyer shall notify the Seller by e-mail of the exact Goods’ collection date at least 2 business days before the planned loading.
4. The Goods shall be released to the Carrier indicated by the Buyer based on the information provided by the Buyer, comprising the registration number of the vehicle and the name and phone number of the driver collecting the Goods.
5. The Goods are released solely on business days, i.e. Monday to Thursday from 08:00 a.m. to 3:30 p.m.; Friday from 08:00 a.m. to 1:00 p.m.
6. The Goods’ release dates quoted in the order or order acceptance are suggested ones.
7. The Seller shall not be held liable if the Goods’ release is impossible or delayed for reasons beyond their control, including but not limited to if this is caused by Force majeure event which shall mean, e.g. fortuitous events, war, warfare, strike, official regulations (including trade embargoes and sanctions), and also if there are any reasons on the Buyer’s part. The Seller shall be obliged to notify the Buyer of the reasons for delay or inability to deliver unless the circumstances make such notification impossible.
8. If the delay period mentioned in section 7 exceeds 30 days, each Party shall be entitled to withdraw from the Sale Agreement relating to the ordered Goods with no right to claim any damages.
9. The Seller and the Buyer shall be obliged to notify each other of any Force majeure event hampering or preventing the Agreement performance.
IV PACKAGING
1. The Seller shall be obliged to pack the Goods and protect them before loading in the way ensuring their integrity in transport.
2. The packaging, including the number of euro pallets used, shall be selected by the Seller.
3. If the ordered Goods are packed and delivered on an euro pallet to the Buyer, the Buyer shall pay extra for each and every pallet euro. The Buyer shall receive relevant information on a case-by-case basis together with the quotation. This provision refers solely to deliveries to EU countries. For customers from outside EU, the euro pallet cost will be included in the Goods’ price.
V COMPLAINTS AND RETURNS
1. The Seller shall not receive any returned Goods delivered as per the Agreement.
2. The liability of Kerbl East under the warranty for the Goods’ defects is excluded. The liability of Kerbl East for damages on any grounds is limited to the value of the sold goods stipulated based on the selling price.
3. Unless it is stipulated otherwise in the Agreement, any complaints relating to any obvious defects or discrepancies in the Goods’ composition or stemming from the delivery of Goods clearly different from the ordered ones must be made immediately, no later than 5 business days after the Goods are accepted, meaning that if the defect is latent and discovered after the date of acceptance, it must be done immediately after the defect discovery (i.e. 5 days after the discovery).
4. Any quantity-related complaint concerning discrepant quantities of the delivered goods should be reported no later than 5 business days after the delivery date.
5. The guarantee is granted by the manufacturer in line with the terms and conditions stipulated in the guarantee card attached to the Goods. If there is no guarantee card provided by the manufacturer, the Seller grants a 12-month guarantee period starting from the date when the Buyer buys the Goods. If there are any physical defects of the goods, the Buyer may request the Seller solely to rectify them. The Seller shall be obliged to rectify the defects within 14 business days after the defective goods are delivered or they may also exchange the Goods for the new, defect-free ones, at their own discretion. This period shall be longer if it is necessary to wait for any goods or spare parts required for repair. The Buyer shall be notified thereof immediately.
6. Any guarantee claims shall be made by e-mail to the e-mail address: info@kerbl-east.com. When a guarantee claim is made, the Buyer shall be obliged to send the defective Goods to the Seller’s address themselves. If the complaint is accepted, the Seller shall pay the costs of shipment.
7. The date of delivery for the application of warranty and guarantee regulation shall be the date of the CMR waybill, field no. 24, or another, equivalent document indicating the name when the Goods reached the destination address. For the complaint process, the Seller may request a copy of the CMR document.
VI PAYMENT
1. The Buyer shall be obliged to pay the whole order value, including any extra costs, if due, within 5 business days after the order is confirmed, to the bank account number named by the Seller in the order confirmation and the pro-forma invoice. The failure to pay by the specified deadline shall result in the order cancellation as per the provisions of II.5 of GTCS.
2. Other terms and conditions of payment shall be stipulated in the Agreement.
VII RETENTION OF TITLE
The ownership title to the ordered Goods shall be transferred to the Buyer after the selling price is paid (i.e. when the Seller’s bank account is credited with a confirmed amount for the Order).
VIII PRICES
1. Transactions under the Agreement shall be closed based on the current selling prices of Goods named in the order confirmation. The Seller reserves the right to change the prices at any stage of the order processing of which they shall promptly notify the Buyer.
2. The Buyer shall be entitled to withdraw from the Agreement if the prices of the ordered Goods change within 3 business days after they receive the information of the price change. The failure to send the notice of withdrawal from the Agreement shall be deemed acceptance of the new selling price and the obligation to perform the Agreement based on the new terms and conditions.
IX DISPUTES AND GOVERNING LAW
1. Kerbl East reserves that the governing law for Agreements executed in line with GTCS is the Polish law unless the Parties selected a foreign law, indicating that clearly in the Agreement.
2. In case of any disputes between the provisions of the Agreement and GTCS, provisions of the Agreement shall prevail.
3. If there are any disputes, the Parties shall initiate any required measures to resolve the dispute by negotiations (i.e. they shall start conciliatory negotiations).
4. If the Parties fail to reach agreement by way of conciliatory negotiations within 30 days after the dispute emerged, they oblige to resort to the arbitration court, including commercial arbitration named by the Seller. The rules of resorting to the arbitration court shall be stipulated by the Parties in the Agreement.