ArcelorMittal Construction Polska Sp. z o.o.

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1 General Terms and Conditions of Sales of ArcelorMittal Construction Polska Sp. z o. o. For the Agreements Concluded with Entrepreneurs. The premises of application of general terms and conditions of sales. These terms and conditions of sales agreements apply to all agreements of this type concluded by the Company ArcelorMittal Construction Polska Sp. z o.o with its registered office in Świętochłowice at 1 Metalowców Street, Świętochłowice, entered into the register of entrepreneurs kept by the District Court Katowice-Wschód in Katowice, 8 th Division of the National Court Register under number KRS , NIP: , having share capital and paid in capital in the amount of PLN (hereinafter referred to as the Company), with entrepreneurs hereinafter referred to as the Buyers. Terms and conditions of such agreements are delivered to the Buyer in writing before conclusion of the agreement and the Buyer represents that the content thereof is known to him and that by concluding such an agreement he gives his consent to include these terms and conditions of sales in the content of thus concluded agreement as its integral part. In the matters which are not regulated in the concluded agreement or these terms and conditions of sales, general provisions of the civil code and other acts apply. General terms and conditions of the agreements of the Buyer, different from these terms and conditions of sales, are not binding on the Company, unless the Company shall unequivocally consent in writing to be bound by such terms and conditions. The offer, conclusion of the agreement. 1. The Company is bound by submitted by it offer for the period of 2 weeks, counting from the date of submission thereof, unless the Company has decided otherwise in writing. 2. Announcements, advertisements, pricelists and other commercial information of the Company in each case constitute an invitation to negotiations, unless it unequivocally results from their content that they constitute an offer directed to a particular person. 3. Conclusion of the agreement as well as all amendments thereto, supplements and renouncements thereof (also including resignation from written form as a requirement of the validity of a provision) require a written form under the pain of invalidity, unless the Parties shall agree upon the conclusion of the agreement in other particular form. A legally binding agreement may be also concluded by way of confirmation by the Company of the acceptance of an order from the Buyer or confirmation by the Buyer of the acceptance of the Company s offer. To set forth the scope of performance of the Company, authoritative is the content of the offer or the content of confirmation by the Company of the Buyer s order. A proof of making the relevant representations in such a case constitutes a confirmation of sending a fax or confirmation of receiving an message on the recipient s server. 4. All written documentation, including figures, a cost estimate, offers etc. may not be made available to any third parties and they are intended solely for information of the Buyer. Prices, terms of payment, interest for delay. 1. The set out prices are based on cost-driving factors existing at the day of conclusion of an agreement (for ex. raw materials, wages, energy, customs duties, public law fees, exchange rates, etc.) and they are always stated excluding the tax on goods and services (VAT). Such prices are stated based on loco manufacturing plant or Company s warehouse and in the case of import, loco exporter s warehouse, unless the agreement stipulates otherwise. If during a period between conclusion of the agreement and a day of releasing goods, the cost-driving factors had changed and producing or releasing goods had not been possible within 4 months from a date of confirmation of acceptance of an order for reasons on the side of the Buyer, the Company is entitled to unilaterally change the prices, unless it was not settled otherwise in writing. 2. The costs connected with packaging (in particular in the case of coated materials or in the case of special quantities/sizes), specific marking or division of goods, marking or positioning works as well as the costs connected with obtaining special permits of road bodies for the transport of goods, etc. are not covered by a fixed price. These costs are calculated separately and they are charged to the Buyer, unless the agreement stipulates otherwise. Page 1 of 6

2 3. The Company is entitled to demand payment of a price stated on an invoice as from the moment of receipt of ordered goods by the Buyer. The Parties may arrange for another price payment date. If goods are delivered in parts, an obligation to pay the price arises successively as from the moment of delivering a subsequent lot of goods, unless the Parties decided otherwise, in particular if they decided that payment shall be made after delivering the last lot of goods. The Company is entitled to demand from the Buyer, at its option, a down payment or another security of claims resulting from concluded agreement. 4. In the case when the Buyer is late with payment of the price for delivery of goods or if from information obtained by the Company it follows that it is likely that the Buyer shall not pay the price on an agreed upon date, all claims of the Company vis-à-vis the Buyer become due, including the claims resulting from previously concluded agreements, irrespective of a date of payment of the sums resulting from promissory notes received as security. In such a case, the Company is entitled to renounce already concluded, but not executed yet agreements. 5. In the case of delay in payment, the Company has also the right to: Hold up further deliveries by the time of making the outstanding payments, Charge the statutory interest for delay period, unless on concluding the agreement the Parties set forth in writing another interest rate for delay. Reservation of the proprietary right. 1. The Company may reserve the proprietary right to delivered goods until the moment of making the full payment of set out price by the Buyer, if to the assessment of the Company such reservation is necessary for securing the payment of the price and the Buyer shall not offer another, reliable in the opinion of the Company, manner of securing such payment. 2. Reservation of the proprietary right takes place in the Company s offer or in the confirmation of acceptance by the Company of the Buyer s order and it is binding on the Buyer, if he does not immediately advise the Company of renouncing the order for such reason. 3. As from the moment of instituting the bankruptcy or composition proceedings in relation to the Buyer, he is obliged to mark goods in a manner indicating the existence of reservation of the proprietary right to the benefit of the Company. In the case of seizing goods, which are owned by the Company, in the course of the proceedings directed towards the property of the Buyer, he is obliged to immediately inform the Company about this fact and cooperate with the Company on exercising its rights vis-à-vis entity seizing goods within all possible means. The Buyer, on demand of the Company, is obliged to immediately pass to it information indicating where goods covered by reservation of the proprietary right are stored. The Company is entitled to control goods at a place where they are located as well as to pick them up, if its proprietary right was threatened by somebody else s action. 4. The Buyer bears the risk of accidental loss of or damage to goods in the period between releasing thereof and the passage of goods proprietary right to his benefit. The Buyer is obliged to conclude to the benefit of the Company a goods insurance agreement against their accidental loss or damage for the period indicated above up to the full sum of goods or transfer to the Company all entitlements resulting from an insurance agreement concluded to the benefit of the Buyer or the claims vis-à-vis third parties responsible for destruction of or damage to goods; the Buyer undertakes to send to the Company a copy of a goods insurance policy immediately after receiving it and he is obliged to notify the insurance company about disposing of the receivables from the insurance agreement to the benefit of the Company and immediately send a copy of such notification. 5. The Buyer is from time to time obliged, when picking up goods subject to the reservation of the proprietary right, to submit in writing a confirmation of the existence of such reservation. 6. The Company entitles the Buyer to further disposal, within conducted by him economic activity, of goods subject to the reservation of the proprietary rights provided that the Buyer shall simultaneously carry out the effective assignment to the benefit of the Company of the claim vis-à-vis the further purchaser of goods for the payment of the price; the carried out assignment constitutes security of the Company s claim for the payment of the sales price by the Buyer and it does not release him from an obligation to pay the outstanding part of the price. In the case of further disposal of goods, the Buyer is obliged to immediately advise the Company of about the identity of the further purchaser. In the case of an intent to merge delivered goods with real property in such a way that they are to become its component part, the Buyer is obliged to establish in advance, to the benefit of the Company another security of the claim for the payment of the price, and in particular the suretyship of the real property s owner or the assignment of the Buyer s receivables from investor. Page 2 of 6

3 Performance delivery date, receipt of goods, the right to withdraw. 1. Determined by the Company order delivery date (a date of fulfillment of performance by the Company) relates to the moment of the readiness to release goods to the Buyer from the plant or the Company s warehouse. Agreed upon order delivery date begins to run on a day of confirmation by the Company of acceptance of an order, and in the case of subsequent changes in the original order, on a day of issuing the final confirmation of an order by the Company provided that all other significant provisions of an order had been previously agreed upon (in particular, full goods specification had been submitted) and all stipulated by law domestic and foreign permits, necessary for marketing goods, had been obtained. 2. The Buyer is obliged to specify in an order its delivery date respectively to the profiling date of ordered goods determined by the Company. Specification of ordered goods should be conveyed to the Company 14 days before the anticipated profiling date at the latest. In the case of a failure to meet this deadline, the Company is not liable for delays in performing the profiling of goods beyond deadline indicated in the agreement. 3. Goods reported to the Buyer as ready for release should be picked up by him promptly, however not later than on a day agreed upon as a goods release date. In the case when receipt of goods shall not take place within 10 working days from the date of reporting the readiness to release them, the Company is entitled to send goods at the cost and risk of the Buyer. In such a case, the Company is entitled to demand the payment of the price for goods on a date previously agreed upon as a payment date. 4. If on order of the Buyer, the size (quantity) of ordered goods must be changed during realization of an order, the Company is entitled, at its option, to: a) In the case of increasing an order, add an additional quantity of goods to their partial or total quantity and resulting from the same or another agreement and set out the price of such an additional quantity of ordered goods according to the prices binding on a day of realization of an additional order, if such price is higher than the prices agreed upon in the agreement; otherwise, the Company may set forth the price of an additional order according to the prices agreed upon in the agreement. b) In the case of decreasing an order, renounce the agreement or release the smaller quantity of ordered goods and settle the quantity delivered according to the prices binding on a day of releasing goods, if such prices are higher than the prices agreed upon earlier; otherwise, settle an order according to the agreed upon prices. 5. Moreover, in the case of the change of an order described above as per the quantity of goods, the Company is also entitled to unilaterally change the agreed upon previously costs of transport, irrespective of the fact whether they constitute an element of the agreed upon price or are settled separately, respectively to amended terms and conditions of the order. 6. The Buyer may not refuse to accept the partial fulfillment of performance. The purchasing price for the realized part of an order is due irrespective of the delivery date of the remaining part of ordered goods. 7. In the case of a default on the side of the Company in fulfilling performance, the Buyer may, having determined for the Company the appropriate additional deadline for execution of the agreement, renounce the agreement, if goods, by the day on which additional deadline lapses, had not been reported by the Company as ready for release. In the case when default in fulfilling performance is caused by default on the side of the subcontractor, the Company is obliged, on demand of the Buyer, to immediately transfer to him all the claims vis-à-vis the subcontractor as per the amount of damage sustained by the Buyer. In such a case, the Company is released from the liability for default in fulfilling performance.. Page 3 of 6

4 Force majeure None of the Parties is held liable for non-performance or improper performance of contractual obligations, if they are caused by the phenomena of force majeure. As force majeure, one deems all circumstances and phenomena which, to the reasonable assessment, could not have been anticipated or prevented, external in nature in relation to the Parties to the agreement and not caused by any of them or by any person for whom the Parties are responsible. Events of operation of force majeure include in particular strike actions and lockouts, export and import difficulties, irrespective of the fact whether they occur on the side of the Company or the Buyer. In such a case, the Buyer may demand that the Company make representation whether it renounces the agreement or fulfills performance on a due date after cessation of arisen obstacles. In the case of the lack of such representation, the Buyer may renounce the agreement. Venue for fulfillment of performance, sending goods, passage of the risk of damage to or loss of goods. 1. Unless, while maintaining the written form, it was decided otherwise, sales always take place loco plant or Company s warehouse, and in the case of import loco exporter s warehouse abroad. 2. The risk of accidental destruction of or damage to goods passes to the Buyer as at the moment of releasing the subject goods to the forwarder or the carrier. Such determination of the moment of the passage of the risk relates also to the situations where as a result of the prior arrangements the Company had undertaken to send, at its care, goods to the place indicated by the Buyer at home or abroad (for ex. delivery of goods to the construction site). 3. Unless the Parties decided otherwise, goods are released to the Buyer without the packaging and anti-corrosive protection; loading goods on the vehicle put by the Buyer takes place according to the principles binding in the Company s plant. 4. On releasing, the Buyer is obliged to check the quality of released to him goods. 5. The Buyer is responsible for organizing the proper access for vehicles carrying goods to the indicated unloading place; this concerns in particular the trucks with the trailer; in the case of the black ice, icing, snow and application of vorspann lead, etc., arising additional costs are borne by the Buyer. 6. The Buyer shall make available for unloading purposes a crane, forklifts and other necessary for that purpose equipment as well as the personnel. The Parties establish that both the unloading equipment and the fitters acting on behalf of or to the benefit of the Buyer are obliged to wait for the arrival of goods up to 2 hours after arranged arrival deadline to a destined place; arisen in such a case additional costs are borne by the Buyer. Site plan/static calculations. If on the basis of a particular, written agreement the Company is obliged to perform the site plans, static calculations as well as other plans and drawings, the following provisions apply: 1. The Company is not obliged to verify conveyed by the Buyer for that purpose material and data. 2. The Buyer is obliged to control contained in the plans and/or drawings measures and quantities and to confirm in a written form the consistency of delivered plans, static calculations, drawings, etc. within 2 weeks from a date of commissioning to the Company the execution of the subject documentation. 3. Submitted by the Company documentation containing static calculations has a binding force; it can be applied only after its verification by the proper expert. Quality guarantee. 1. The Company reserves the possibility of modification of technical parameters in relation to data contained in descriptions stated in prospectuses, drawings and other advertising materials in connection with the ongoing modernization of the products enhancing their useful features. 2. The Company is bound by technical parameters after the express written arrangement thereof with the Buyer which constitutes the assurance as per the features of goods sold. Page 4 of 6

5 3. The Company warrants the high quality of delivered goods, and in particular that they correspond to the principles of modern technique, including the requirements set forth by the proper permits in that regard, as well as to the contractual arrangements made with the Buyer. Furthermore, the Company warrants that sold by it goods shall be functioning without any disturbances, if they are used according to their intended purpose in common Central-European climatic and atmospheric conditions, if they are not exposed to direct operation of seawaters and excessive UV radiation and if they are free from operation of intensive chemical compounds. In relation to all values and dimensions of goods, contained in the proper permits and the agreement, the Buyer should take into account accepted customarily or determined by the proper standards limits of admissible biases (tolerance), unless it was agreed upon otherwise in writing. The Parties admit the occurrence of differences in the shade of color of goods, which may occur in the case of delivery of particular lots of goods separately, as well as in the case of delivery of differentiated goods as per a production date and the thickness of the metal sheet. 4. The Company grants the quality guarantee for goods sold, on terms and conditions stipulated in this document and terms and conditions specified in a separate document (terms and conditions of guarantee and handling complaints) excluding the provisions of the Civil Code. 5. In connection with granting such guarantee, statutory warranty for defects is excluded between the Parties. 6. The guarantee is granted for the period of time specified by the Company in a separate document, always counting from a day of releasing goods to the Buyer. 7. Unless in the guarantee statement it was stipulated otherwise, the premise of exercising by the Buyer of his entitlements on account of the guarantee is adhering by him to the following rules of proceeding: a) Goods should be stored and subject to the working and processing according to all appropriate specialist requirements binding in that regard, in particular to the requirements of technical documentation (permits) and generally accepted rules of technique, b) In the case of the occurrence of defect, one should immediately abandon further working and processing of goods; goods should be made available to the Company for inspection, and on its demand, one should deliver the samples of goods under complaint. 8. The Company is liable solely for defect which became apparent during the guarantee period and of which the Buyer notified the Company during such a guarantee period, immediately after manifestation thereof, however not later than within 7 days from the moment of such manifestation. The failure to notify by the Buyer of the manifested defect within the stipulated above deadline during the guarantee period precludes the claims of the Buyer on account of the guarantee. 9. The Buyer has the right to submit the quality complaints: a) In relation to the obvious quality defects, i.e. defects visible with the naked eye and possible to detect at the moment of releasing goods the Buyer has the right to report them to the Company in writing under the pain of invalidity, not later than at the moment of releasing goods to him, under the pain of loss by the Buyer of the right to refer to these defects on a later date and the acknowledgement that the Company released to the Buyer goods without the quality defects, according to an order; b) In relation to defects other than those mentioned in sub-point (a), the Buyer has the right to report them to the Company throughout the guarantee period, within 7 days from the day of manifestation thereof, under the pain of loss by the Buyer of the right to refer to these defects on a later date and the acknowledgement that the Company released to the Buyer goods without the quality defects, according to an order 10. In the case of reporting a defect of goods within the guarantee, the Company is obliged to repair goods or replace them with free from defects goods, and selection of the appropriate guarantee performance belongs solely to the Company. Moreover, the total value of repair or the total value of replaced goods may not exceed the value of an order. 11. The Company is not liable for any damages arising as a result of or in connection with defect and damage to the product under complaints or for lost profits of the Buyer. 12. Exercising the entitlements vested in the Buyer on account of granted guarantee, in particular the repair of or replacement of goods with new, free from defects goods by the Company, does not result in the prolongation of the guarantee period or the commencement of the run of the guarantee date anew. Page 5 of 6

6 Indemnity. The Company is liable for damage arisen as a result of non-performance or improper performance of the agreement, if such damage was made willfully or a result of gross negligence of the Company or persons for which the Company is responsible. The amount of indemnity claims is limited to the value of the subject of the agreement. The other provisions. 1. Amendments to the provisions of an agreement made in an oral form are ineffective. 2. If some of the provisions of these terms and conditions of the agreements turn out to be invalid or are acknowledged as invalid by the court or another proper body, the remaining provisions remain in force, unless from the circumstances it follows that without the provisions covered by invalidity, the agreement would not have been concluded. In such a case, the Parties establish that in place of an invalid provision, the rule which is as close as possible to its legal and economic meaning shall be binding. 3. The venue for execution of this agreement is the seat of the Company. 4. For interpretation and application of these terms and conditions of conclusion of the agreements, as well as particular individual agreements, Polish law is the governing law. 5. The court locally competent for the seat of the Company is the court proper for resolution of all disputes which may arise out of the sales agreement. Page 6 of 6

The General Terms of Sale of Metal Process Sp. z o.o.

The General Terms of Sale of Metal Process Sp. z o.o. 1. General Provisions 1. The General Terms of Sale (hereinafter referred to "GTS") specify the rules of concluding sales contracts for goods offered