GENERAL TERMS AND CONDITIONS OF SALE – COBRA EUROPE SP. Z O.O.
1. These General Terms and Conditions of Sale (GTCS) of the company COBRA EUROPE SP. Z O.O. apply to the sale made by COBRA Europe Spółka z ograniczoną odpowiedzialnością with registered office: 41-940 Piekary Śląskie, ul. Graniczna 7, entered into the Register of Entrepreneurs of the National Court Register kept by the District Court in Gliwice, 10th Commercial Department of the National Court Register under the number: KRS [National Court Register Number] 0000214358, NIP [Tax Identification Number]: PL 9540009914, REGON [National Business Registry Number]: 272290458, share capital PLN 18 200 000.00 fully paid (COBRA EUROPE SP. Z O.O); with regards to goods for counterparties concluding these agreements solely for purposes directly related to their business activity (Counterparty) – unless the Parties expressly exclude their validity in whole or in part. Any derogations from the GTCS agreed between the Parties must be made in writing under pain of nullity.
2. GTCS are the only conditions in force. It is prohibited to use terms of the Counterparty contradictory or deviating from GTCS of COBRA EUROPE SP. Z O.O.
In the event of a conflict between GTCS of COBRA EUROPE SP. Z O.O. and the Sales/Delivery Agreement, contractual preferences shall prevail.
3. GTCS of COBRA EUROPE SP. Z O.O can be found on the website of COBRA EUROPE SP. Z O.O. – the Counterparty shall be informed about this fact in the offer of COBRA EUROPE SP. Z O.O. in order to get acquainted with GTCS. The Counterparty is also provided with GTCS together with Order Confirmation from COBRA EUROPE SP. Z O.O.
These COBRA EUROPE SP. Z O.O GTCS are part of the sales/delivery agreement and are also valid for future transactions of COBRA EUROPE SP. Z O.O with the Counterparty, without the need to re-refer to their validity.
4. COBRA EUROPE SP. Z O.O belts are manufactured in accordance with TDS (Technical Data Sheet), standards: PN, EN, DIN and other arrangements with the Counterparty.
5. Net prices of goods and/or services are quoted on the basis of FCA Piekary Śląskie, Incoterms 2010; they are expressed in PLN, EUR or USD and include standard packaging. Gross prices include the applicable VAT rate.
6. If the basis for determining prices of Goods/services are foreign currencies, and settlement of the Counterparty with COBRA EUROPE SP. Z O.O is performed in Polish zlotys, the Parties use the average exchange rate of a given currency announced by the National Bank of Poland on the day preceding the day of issuing the Order Confirmation for the purposes of converting the price into Polish zlotys, and if the NBP did not announce the rate on that day – the last rate announced by the National Bank of Poland. 6. In order to meet the requirements related to shipping and transport, conveyor belts are wrapped around wooden cores (IPPD), fastened with polypropylene tape and wrapped in foil; on pallets. If another packaging is needed, the Counterparty shall specify its type and submits a price inquiry. The agreed data are included in the Order Confirmation from COBRA EUROPE SP. Z O. O.
7. Commercial description shall be made in accordance with the Counterparty’s instructions.
8. Documentation accompanying the goods: Stock Issue Confirmation document, quality certificate, warranty, other – agreed between the Parties.
9. Collection/delivery of goods should be agreed with the Sales Department no later than 2 days before the planned delivery: tel. +48 32 288 55 95; +48 504 811 738; +48 512 806 527.
e-mail: sprzedazQ©cobra-europe.eu. Deliveries of the Goods take place on business days from 7.00 to 14.00.
COBRA EUROPE SP. Z O. O reserves the right to change delivery date in an event of circumstances beyond the control of COBRA EUROPE SP. Z O.O, which could not be predicted at the time of setting the date.
10. The date of payment for the goods is calculated from the date of issuing the invoice by COBRA EUROPE SP. Z O.O.
The date of crediting the bank account of COBRA EUROPE SP. Z O.O shall be considered the date of payment. Account number shall be provided on the invoice issued by COBRA EUROPE SP. Z O.O.
In the event of delay in payment, COBRA EUROPE SP. Z O.O is entitled to statutory interest for delay in commercial transactions.
11. Ownership of goods shall be transferred to the Counterparty upon the delivery of goods, unless COBRA EUROPE SP. Z O. O submits a written objection, e.g. on an invoice, stating that goods shall become property after payment of the whole selling price.
12. Reporting a quantity defect of the Goods by the Counterparty should take place in writing, within 7 days from the date of delivery of the Goods.
The above must contain name and number of the Goods, invoice number, subject of non-conformity, data of a person authorized by the Counterparty to take action on the subject of this report.
COBRA EUROPE SP. Z O.O shall respond to the report within 3 business days.
13. In case of withdrawal from the agreement by one of the Parties through the fault of the other Party, the other Party will pay a contractual penalty of 10% (ten percent) of the net value of the subject of the agreement. Each of the Parties may claim supplementary compensation on general terms resulting from the Civil Code.
14. The parties may not, without written consent of the other Party, assign/pledge/transfer the rights resulting from the agreement for sale of goods to third parties.
15. If the Party submits documentation, know-how, projects and other information or materials necessary to perform the contract, which constitute business secrets or have the nature of confidential information (Confidential Information), the other Party may use the information provided solely to implement the subject of the sales agreement. Parties have no right to disclose any confidential information to third parties without the consent of the other Party.
Parties undertake to maintain confidentiality of confidential information and take all measures to ensure security of confidential information.
16. The obligation of confidentiality referred to above applies for 10 years. Performance of the sales agreement or termination of legal relationship between the Parties in any other way does not result in cessation of obligations regarding Confidential Information.
Parties are obliged to prevent the disclosure of Confidential Information by employees, associates, partners, as well as after termination of cooperation between them and Parties.
17. Provision of Confidential Information in any manner by the Party to third parties without the written consent of the other Party will result in an obligation to pay a contractual penalty in the amount of EUR 10,000.00 for each identified case. Each of the Parties may claim supplementary compensation on general terms resulting from the Civil Code.
18. COBRA EUROPE SP. Z O.O issues a warranty in accordance with General warranty conditions of COBRA EUROPE SP. Z O.O, constituting an integral part of the warranty – for conveyor belts: 24 months from the date of installation, however not longer than 30 months from the date of delivery, for conveyors over 100 m long. Warranty period for conveyor belts for conveyors with a length less than or equal to 100 m is 12 months from the date of installation, but no longer than 18 months from the date of delivery.
The DELTATHERM heat-resistant belt guarantee shall be 6 months from the date of installation, no longer than 12 months from the date of delivery.
COBRA EUROPE SP. Z O.O. reserves the right to check the Goods under operating conditions during the warranty period, on a date agreed with the Counterparty.
Statutory warranty is excluded.
19. COBRA EUROPE SP. Z O.O. will notify the Counterparty beforehand about a significant change in the technological process.
Change in trade names of raw materials and materials used as well as interchangeability of the use of EP/EE fabrics is not considered to be a significant change.
20. COBRA EUROPE SP. Z O.O. has the right to conduct audits of the Quality Management System – within the date and according to the plan agreed with the Counterparty.
21. Parties will fulfil requirements resulting from legal provisions regarding packaging and waste.
22. Force majeure.
Failure to perform or delay in performance of obligations arising from sales/delivery agreement concluded by either Party shall exclude liability of the Party if it is caused by events beyond its control and if it was not caused by its fault or negligence (Force Majeure). Decisions of state organs, cataclysms, elements, outbreaks, riots, war, acts of sabotage are considered a force majeure. Party affected by force majeure shall immediately notify the other Party, not later than within 3 working days from the date of occurrence, stating the expected duration of circumstances.
If obstacles resulting from force majeure last longer than 30 days, each Party has the right to deviate from these arrangements, the implementation of which has not yet begun.
23. All changes to GTCS have effect on the future only in relation to sales/delivery agreements concluded after they have been made.
24. GTCS and sales agreements concluded on their basis are subject to Polish law.
25. In matters not covered by GTCS or in the sales agreement, provisions of the Civil Code shall apply.
26. In an event of a dispute between COBRA EUROPE SP. Z O.O and the Counterparty, arising as a result of execution of the Counterparty’s contract, GTCS or Sales Agreement, the court competent to resolve the dispute will be the court competent for the seat of COBRA EUROPE SP. Z O.O.