GENERAL TERMS AND CONDITIONS OF SALE KKM
§ 1. General Provisions.
1. These General Terms and Conditions of Sale define the rules for concluding sales contracts for goods offered by KKM Polska sp. z o.o.
2. These General Terms and Conditions of Sale, hereinafter referred to as the “GTCS”, constitute an integral part of all sales contracts concluded with KKM.
3. The agreement is concluded based on the Buyer’s order. The contract is deemed concluded if KKM notifies the Buyer of acceptance within 24 hours of placing the order. The notification will be sent via email, fax, or another method commonly used for such contracts and will include a link to the website containing these GTCS. As of the date of these GTCS, they are available at http://www.kkmpolska.pl/warunki-sprzedazy.html. The GTCS are binding unless the parties explicitly and in writing agree that all or specific provisions do not apply to a given order or agreement.
§ 2. Offers, Templates and Price Lists
Offers, advertisements, price lists, and other announcements regarding KKM’s goods are for informational purposes only. Samples and patterns provided by KKM serve exclusively as reference and exhibition materials.
§ 3. Payment Terms
1. Payment for the goods received should be made within 30 days from the date of the invoice issuance by KKM, unless another deadline is stated. The period is always in days and counted from the invoice date.
2. Ownership of the ordered goods transfers to the Buyer upon full and timely payment. KKM retains title to the goods under Article 589 of the Civil Code. If payment is not made on time, KKM may request the return of unpaid goods. If goods are consumed or damaged, KKM may claim compensation, especially when the returned goods are worth less than the due payment.
3. The payment date is the date the amount is credited to KKM’s bank account, specified on each VAT invoice.
4. In case of late payment, KKM is entitled, without additional notice, to charge interest at 5 percentage points above the statutory rate in effect on the invoice payment date (annual rate). Interest is calculated from the day after the due date.
5. In case of late payment, KKM may recover the principal, interest, legal and enforcement costs, legal representation fees, and fixed collection costs up to 20% of the debt.
6. If the Buyer delays payment of more than one invoice, KKM may allocate any payment made to interest first, then to the oldest due invoice. This overrides the Buyer’s right under Art. 451 §1 of the Civil Code. KKM may also offset mutual claims in accordance with civil law.
7. The Buyer is not entitled to offset any claims against KKM.
8. If the Buyer delays any payment, KKM may declare all outstanding invoices immediately due.
9. Filing a complaint does not entitle the Buyer to withhold payment for the goods or any part thereof.
10. The Buyer must promptly notify KKM in writing of any changes to its registered address or correspondence address. Failure to do so makes deliveries to the last known address valid.
§ 4. Delivery Terms
1. Delivery of goods ordered by the Buyer is based on the submitted order.
2. Orders may be submitted via the website www.kkmpolska.pl or in writing (email, fax), specifying Buyer’s name and address, assortment, quantity, and delivery time and place.
3. KKM may accept an order in full or in part.
4. KKM will use its best efforts to deliver the goods without delay. Delivery delays do not entitle the Buyer to claims or to withdraw from the agreement.
5. If KKM cannot perform due to force majeure, the Buyer has no claims. KKM must notify the Buyer of such events immediately. Force majeure includes, but is not limited to, facility disruption, government restrictions, natural disasters, strikes, power outages, etc.
6. If the Buyer has overdue payments or KKM learns of the Buyer’s deteriorated financial situation, further orders may be suspended until payment or appropriate security is provided.
§ 5. Delivery of Goods
1. Unless agreed otherwise, KKM sells goods ex works.
2. Pallets used for delivery remain the property of KKM unless owned by KKM’s supplier. The Buyer must return pallets upon request. Failure to do so will result in charges according to KKM’s current price list.
3. If goods cannot be delivered due to the Buyer’s fault, KKM will store them at the Buyer’s cost and risk. KKM may also store goods with a third party if not picked up within 7 days of notification.
§ 6. Characteristics of Ordered Goods
1. Orders are placed at the Buyer’s risk. KKM is not liable for infringement of third-party industrial property rights (e.g. patents, utility models, copyrights). The Buyer shall indemnify KKM against such claims.
2. Rubber and other products are manufactured according to the following standards:
– Molded products: ISO 3302-1 M2 or M3 depending on material
– Extruded elastomer products: ISO 3302-1 E2 or E3
– Calendered products: ISO 3302-1 ST2 or ST3
– Die-cut products: ISO 9013 class 2 or 3
§ 7. Complaints
1. All complaints must be submitted to KKM promptly and in writing.
2. Quantity complaints must be submitted:
a) for loading errors – no later than the day after unloading;
b) for transport damage – on the day of unloading.
3. Quantity/quality complaints require a note on the delivery document, signed by the delivery driver, indicating the type of damage or shortage.
4. Quality complaints must be submitted within 7 days of discovering the defect, no later than 14 days from delivery.
5. If a complaint is accepted, KKM may replace the goods or agree on compensation. This excludes further claims.
6. The Buyer must store the goods properly until the complaint is resolved.
7. Failure to meet deadlines results in loss of complaint rights.
8. Complaints are evaluated based on a complaint protocol and photo documentation made by a KKM representative.
9. KKM is not liable for unloading-related damage.
10. KKM is not liable for improper use or storage of goods.
11. KKM may withhold complaint resolution until all Buyer’s overdue payments are settled.
12. By accepting these procedures, the Buyer waives the right to offset any claims.
13. Liability for defective goods is subject to relevant civil code provisions on warranty, taking into account this section’s terms.
§ 8. Limitation of Liability
Regardless of other GTCS or contract provisions and to the extent not contrary to mandatory law: KKM’s total liability for any damages or claims (including tort, breach of contract, warranty, statutory obligations, IP infringement, etc.) shall not exceed ¼ (one fourth) of the Contract Price. KKM shall not be liable for lost profits, lost contracts, increased costs (including capital, fuel, energy), lost revenue, data loss, or any indirect or consequential damages.
§ 9. Final Provisions
1. Polish law applies. These GTCS exclude the application of the Vienna Convention of April 11, 1980 on the International Sale of Goods.
2. KKM and the Buyer shall attempt to resolve disputes amicably. Otherwise, the court having jurisdiction over KKM’s registered office shall have exclusive jurisdiction.
3. The Buyer authorizes KKM to issue VAT invoices without the recipient’s signature and acknowledges them as accepted for the purposes of expedited legal proceedings.
4. The Buyer may not transfer rights or obligations under these GTCS without KKM’s prior written consent.
5. The Buyer hereby excludes the application of its own terms and conditions in the performance of contracts with KKM.