General Terms and Conditions of Sale

Darko Steel Group sp. z o.o.

&1. GENERAL PROVISIONS

• These General Terms and Conditions of Sale and Delivery (hereinafter referred to as GTC) define the rules for concluding contracts for the sale of goods, the seller of which is Darko Steel Group Sp. z o.o. with its registered office in Sosnowiec, ul. Wojska Polskiego 8, 41-208 Sosnowiec NIP: 6443580117 REGON: 527475146 KRS: 0001081207
• The GTC constitute an integral part of all sales contracts concluded by Darko Steel Group sp. z o.o., including contracts concluded in the form of a written order, offered to the entity making the purchase. The parties exclude the application of other contract templates of the Buyer.
• The GTC are made available to the Buyer before concluding the contract in writing at the registered office of Darko Steel Group Sp. Z o.o. or on the website https://darko-steel.pl/
• The GTC are a contractual regulation binding the Parties in the full scope of goods sales. The provisions contained in these GTC may be changed only in writing, otherwise they are null and void. Concluding a separate sales contract excludes the application of these GTC only to the extent regulated differently therein.
• Different arrangements between the parties agreed and confirmed in writing take precedence over the provisions of the GTC.
• The terms used in these General Terms and Conditions of Sale mean:
  • Seller - Darko Steel Group Sp. z o.o. with its registered office in Sosnowiec, ul. Wojska Polskiego 8, 41-208 Sosnowiec NIP: 6443580117 REGON: 527475146 KRS: 0001081207
  • Buyer - a legal person, an organizational unit without legal personality, and a natural person conducting business activity.
  • Payment deadline - the day on which the payment for the goods becomes due.
  • Goods - movable property, services, goods to be sold under a sales contract between the Seller and the Buyer.
  • Commercial information - a sales proposal addressed by the seller to a potential buyer, specifying at least the subject of the offer and the price, the remaining terms of which result from these GTC. Commercial information does not constitute a commercial offer within the meaning of art. 66 of the Civil Code.
  • Order confirmation - an offer to purchase products within the meaning of art. 66 of the Civil Code, submitted by an authorized representative of the Buyer in writing, containing at least: the name of the ordered product, quantity, Buyer's data necessary to issue a VAT invoice and company data, contact teleaddress data, method, date and place of collection of ordered products.

&2. CONCLUSION OF THE CONTRACT

• The condition for the effective conclusion of a sales contract is the written acceptance of the Seller's order confirmation by an authorized representative of the Buyer. This also means the acceptance and approval of the Seller's GTC. The sales contract may be amended or supplemented only in writing or in documentary form, otherwise it is null and void.
• Failure to provide written acceptance of the Seller's order confirmation by the Buyer within 2 working days means that the Buyer has placed an order and agrees to its execution based on the conditions specified in the order confirmation.
• In response to a written request from the Buyer, it is possible to modify an already concluded contract, provided that the Seller accepts the changes. If the previous execution of the contract involved any costs incurred by the Seller, the Buyer will be charged with these costs in full, as well as any additional costs related to the modification of the original order, in the amount specified by the Seller.
• The delivery date referred to in the order confirmation should be treated as indicative.
• The value of the order indicated in the order confirmation includes only the value of the ordered goods. It does not include the costs of special transport security, downtime not resulting from reasons attributable to the Seller, ensuring access to the unloading place, etc. These additional costs will be presented to the Buyer after they occur and included in the sales invoice.
• The Buyer declares that each person corresponding by e-mail from the Buyer's e-mail boxes is authorized to make declarations of will on its behalf and for its benefit, including concluding the Agreement, its amendments and supplements, and granting power of attorney to collect the Subject of the Agreement.

&3. PRICE AND PAYMENT TERMS

• The price for the goods is determined each time in the order confirmation.
• Prices provided by the Seller are always net prices, to which value added tax will be added according to the rates applicable on the date of issuing the invoice.
• The Buyer undertakes to pay the price resulting from the invoice, together with VAT, within the period specified in that invoice. In the event of late payment, the Seller is entitled to charge statutory interest for each day of delay.
• The payment date is considered to be the day the payment is credited to the Seller's bank account, indicated on the invoice.
• The Seller has the right to suspend the execution of placed orders in the event of payment delays, until the Buyer settles all due receivables, including interest.
• Unless the parties agree otherwise, payment for the ordered goods is made without deductions and set-offs of mutual claims.
• Filing a complaint does not release the Buyer from the obligation to pay for the goods within the agreed period.
• The Buyer authorizes the Seller to issue a VAT invoice without the signature of the person authorized to receive them on behalf of the Buyer and to deliver invoices electronically to the Buyer's indicated e-mail address.
• The cost of loading the goods is borne by the Seller, and the cost of unloading is borne by the Buyer, in particular the delay in unloading despite notification from the Seller, regardless of the agreed delivery conditions.

&4. WITHDRAWAL FROM THE CONTRACT

• Cancellation of an order by the Buyer is permissible only in exceptional situations after prior written agreement on the terms of cancellation of the order with the Seller. The Seller reserves the right to charge the Buyer with actual costs incurred up to the moment of order cancellation, which may amount to up to 30% of the order value.
• If the amount of damage exceeds 30% of the order value, the Seller may claim supplementary compensation on general terms.
• The Seller may withdraw from the contract if any of the following cases occur:
  • The Buyer refuses to collect the goods.
  • The Buyer's financial situation deteriorates or there are grounds for initiating bankruptcy or restructuring proceedings in the Buyer's enterprise, the Buyer proceeds to liquidate its company or an order to seize the Buyer's assets is issued. The Buyer is obliged to immediately notify the Seller in writing of the occurrence of the above circumstances.
  • The Buyer does not settle the Seller's due receivables on time.
  • For reasons beyond the Seller's control, and concerning the entity from which it acquires goods, the Seller will not be able to perform the contract on time in whole or in part.
• Withdrawal from the contract in the event of circumstances listed in point 2 may be made within 45 days from the date of the reason justifying the withdrawal. A declaration of withdrawal from the contract requires written form with the reason for withdrawal. The parties jointly declare that withdrawal from the contract by either of them will only concern the unperformed part of the contract, i.e., it will only concern the remainder of the unfulfilled performance. In the event that the Seller exercises the right to withdraw from the contract, the Seller is not liable for non-performance of the contract.
• If the Seller's inability to perform the service occurred due to force majeure, the Buyer is not entitled to any claim for damages resulting from non-performance or untimely performance of the contract.

&5. LIABILITY

• The risk of loss or damage to the goods passes from the Seller to the Buyer upon delivery of the goods to the Buyer.
• The Seller's liability for non-performance or improper performance of the Agreement is limited only to actual damage caused by intentional fault remaining in the normal, foreseeable and direct consequence of the Seller's action or omission and is limited to the net value of the Order. In no case does it cover indirect damages, damages in the form of lost profits, processing costs and production losses. Any further liability of the Seller, subject to mandatory provisions of law, is excluded.
• The Seller is free from any liability related to the untimely performance of the contract when the reason is that its supplier or subcontractor failed to deliver or perform the service on time.
• The Seller is not liable for non-performance of obligations arising from the contract, including non-performance thereof on time in the event of force majeure, which the parties consider to be any extraordinary external event that could not have been foreseen or prevented, and in particular: natural disasters, fires, strikes, government import and export bans, wars and other causes beyond the control of the Parties. The Party in a force majeure situation is obliged to immediately inform the other Party about the occurrence of force majeure.

&6. DELIVERY OF GOODS

• The Buyer undertakes to check the goods at the time of collection in terms of quantity, compliance with the sales contract, and for obvious defects.
• Receipt without reservation of the goods acceptance document (WZ) constitutes confirmation of compliance of the goods with the sales contract.
• Any certificates, attestations, conformity certificates or other documents indicating the quality of the goods, their parameters and technical properties provided by the Seller do not constitute confirmation by the Seller of the data contained therein. The documents provided are only information from the Seller that the goods, in accordance with the manufacturer's declaration, have been manufactured in accordance with the criteria indicated in the documents.
• For goods classified as second grade / over-rolled, even if technical documentation related to them is provided, the Seller is not liable.
• The Seller determines the date of collection of the goods. If the Buyer does not collect the goods within the period indicated by the Seller, or if, notified by the Seller of the intention to ship the goods, does not confirm readiness to collect them within the period indicated by the Seller, then the Seller is entitled, at its discretion, to:
  • Indicate in writing a new shipping date, or
  • Issue an invoice for the sale of goods, or
  • Store the goods at the sole cost and risk of the Buyer and charge the Buyer with storage costs at a flat rate of 2% of the gross value of the stored goods according to the price from the concluded sales contract for each commenced month of storage, counting from the first day of delay in collection, or
  • Designate the goods for scrapping and demand payment from the Buyer of the price reduced by the value of scrap determined by the Seller – if the Buyer's delay lasts longer than 30 days, or
  • Sell the goods to another customer and charge the Buyer with the difference between the price received from that customer and the price agreed for the goods in the contract with the Buyer.
• The Seller reserves that the weight of the delivered goods may differ for a given order item by +/-20% in relation to the quantities specified in the sales contract, due to the quantity tolerance provided by manufacturers. The delivery of goods in a quantity within the above tolerance is considered proper performance of the sales contract by the Seller, and the Buyer is obliged to accept the goods and pay for the actually delivered quantity.
• In the case of sales settled by actual weight, the measurement of the weight of the Goods according to the indications of the weight indicated in the WZ document is used to determine the performance of the Agreement and its settlement.
• The delivery date indicated in the order confirmation is only an estimate and may change due to factors beyond the Seller's control. In such a situation, the Seller will immediately notify the Buyer of the expected new delivery date.
• The absence of persons authorized to collect the goods, preventing the Seller from delivering the subject of the order within the agreed period or refusal to accept it, releases the Seller from claims for damages. In such a case, the Seller may charge the Buyer with the cost of transport, storage, additional loading and unloading.
• The Buyer undertakes to:
  • immediately inform the Seller by e-mail or telephone about all factual and legal circumstances that may affect the execution of the order,
  • ensure appropriate, safe and hygienic unloading conditions and a person responsible for collecting the subject of the order at the place of delivery throughout the entire period of waiting for the order.
  • Ensure the appropriate condition of access roads, unhindered and undisturbed entry and exit to the place of delivery of goods. In the event of time, zone or tonnage restrictions in truck traffic, the Buyer is obliged to provide the Seller with permits for trucks to enter the prohibited zone. If the Buyer fails to comply with the above obligation, the Seller is not liable for delays in the performance of the contract, and the Buyer will cover the costs incurred thereby, including the costs of such transport, and additional loading and unloading.

&7. LIABILITY FOR DEFECTS, COMPLAINTS

• Second grade material / over-rolling may have defects in relation to applicable norms and standards, in particular:
  • exceeded dimensional and shape tolerances (width, thickness, straightness, skewness, flatness, edge inclination, twist, ovality, camber, waviness, convexity, concavity),
  • lack or incomplete markings/labeling, the Seller is not responsible for existing markings/labeling,
  • differences in chemical composition, structure and mechanical and operational properties (weldability, hardenability, delivery condition, flow lines, suitability for coating),
  • surface finishes (discontinuities, pitting, scratches, cracks, adhesions, linear rolling defects, physical and production defects, peeling zinc, corrosion, passivation marks, material oil level),
  • lack of inspection documents,
  • lack of grade classification.
• All quantitative complaints and quality complaints regarding visible defects may be reported to the Seller by the Buyer only during the collection or delivery of goods. In addition, they require the Buyer to make an annotation on the WZ document, which must be signed by the driver who carried out the delivery.
• The Buyer shall notify the Seller of hidden defects of the goods, i.e. defects that the Buyer could not detect with due diligence during collection or delivery, no later than 7 days from the date of detection of the defect, but no later than 14 days from the delivery of the goods.
• A complaint requires providing data allowing for unambiguous identification of the origin of the goods from the Seller, quantity, reason for the complaint (description of the defect), invoice number and date and WZ document, address of the goods storage location and presentation of documents justifying the claims, including a photo of the tag, sticker, hanger and photos documenting the defectiveness of each complained goods.
• A complaint may be delivered:
  • by e-mail to:
  • by fax, to number:
  • by registered mail to the company's registered office,
  • delivered in person to the company's registered office
• The Seller will consider the complaint as soon as possible, taking into account its other obligations, but no later than 30 days after its receipt, with the proviso that the complaint consideration period may be extended by the waiting time for the results of the goods inspection and obtaining information or documents from the manufacturer.
• Failure to comply with the complaint deadlines, form or content of the complaint described in paragraphs 3 - 5 entitles the Seller to reject the complaint due to the loss of warranty rights regardless of the assurance of performance of the Goods in accordance with the Agreement and documentation.
• The Buyer is obliged to properly secure the complained goods, including against destruction and the formation of corrosion or other surface defects, and also to enable the Seller to inspect the complained goods in a way that allows unambiguous identification of the goods, taking samples and performing technical tests, and to ensure all conditions necessary to carry out the inspection and determine the validity of the complaint, under pain of losing warranty claims.
• Any tests of the goods are borne by the Buyer. The Seller will reimburse the Buyer for the incurred costs if the tests show the defectiveness of the goods, provided that they have been previously agreed with the Seller in documentary form, otherwise they are null and void.
• In the event of an unfounded complaint, all costs of its verification, including the costs of the Seller's employees' work and their travel, will be borne by the Buyer.
• If the complaint is deemed justified, the Seller, under warranty, may, within the period agreed with the Buyer, deliver the missing quantity of goods or replace/repair the defective goods, withdraw from the contract or return the appropriate part of the remuneration to the Buyer. The Seller makes the decision in this regard, taking into account the type of defect found in the goods.
• The return of defective goods takes place at the place where the defective goods are located, indicated in the complaint submitted to the Seller. The Buyer is obliged, at its own expense, to prepare the defective goods for loading and collection by the Seller, load the defective goods and unload the goods delivered in their place. If the returned goods are damaged, dirty, covered with rust or other surface defects that occurred after the sale, or their unambiguous identification is not possible, the Seller may refuse to accept them. In this situation, the Buyer loses warranty rights and the Seller may withdraw a previously accepted complaint or maintain the acceptance of the complaint while charging the Buyer with costs related to the removal of the aforementioned defects.
• The Seller has the right to withhold the Buyer's warranty claims until the Buyer settles all outstanding obligations.
• The Seller is not liable for non-performance or improper performance of the contract if:
  • The Buyer knew about the defect of the goods at the time of their delivery or could have noticed it at the time of delivery,
  • The goods were resold, repaired without agreement with the Seller,
  • The goods were built in, installed, processed in any way,
  • Defects in the goods occurred as a result of improper storage, including inadequate protection against corrosion, erosion or other surface defects.
  • Defects occurred related to improper performance of the goods by the manufacturer.

In such cases, the warranty is excluded.

• The Seller's liability under warranty is limited in each case to the value of the defective part of the goods. Apart from the warranty described in these GTC, the Seller does not grant the Buyer any other warranties and is not liable to the Buyer for defects in the Goods on any other account. The Seller's liability under warranty for physical defects is excluded.
• In the case of second grades and over-rolling, the Seller's liability under warranty or improper performance of the obligation is excluded. The Seller does not guarantee the suitability of second grade goods for specific purposes, appropriate to analogous full-value goods, in particular suitability for permanent incorporation into construction objects or their parts. The risk of using the goods covered by the contract lies solely with the Buyer. Goods sold as defective – second grade and over-rolling – are not subject to return and quality complaint.

&8. PERSONAL DATA PROTECTION

Pursuant to art. 13 sec. 1 of the general regulation on personal data protection of April 27, 2016, I inform that:

• The administrator of your personal data is Darko Steel Group Sp. Z o.o. with its registered office in Sosnowiec, ul. Wojska Polskiego 8, 41-208 Sosnowiec NIP: 7343497274 REGON 369079501.
• Your personal data will be processed for the purpose of concluding a contract or taking action before concluding a contract.
• The recipient of your personal data will be companies and state institutions under the provisions of law, concluded agreements and company employees.
• Your personal data will not be transferred to a third country/international organization.
• Your personal data will be stored for the period specified by law plus the archiving period.
• You have the right to access your data and the right to rectify, erase, restrict processing, the right to data portability, the right to object, the right to withdraw consent at any time without affecting the lawfulness of processing (if processing is based on consent) carried out on the basis of consent before its withdrawal;
• You have the right to lodge a complaint with the PUODO if you believe that the processing of your personal data violates the provisions of the general regulation on personal data protection of April 27, 2016;
• Providing your personal data is a contractual, voluntary condition, however, failure to provide data will result in the inability to conclude and implement the contract.
• Your data will not be automated.

&9. FINAL PROVISIONS

• In matters not regulated by the contract or the GTC, the provisions of Polish law shall apply, in particular the Civil Code.
• All contracts between the parties will be governed by Polish law. The application of the provisions of the United Nations Convention on Contracts for the International Sale of Goods and related norms of international law is excluded.
• The parties agree that, among others, statements, requests, notifications and information delivered by e-mail will be considered delivered by the Buyer to the Seller within the specified period if their content has been received by the Seller within that period, confirmed by a message display notification or message receipt confirmation.
• The Seller and the Buyer will strive to amicably settle any disputes arising in connection with the performance of contracts covered by these terms.
• In the event of inability to settle the matter amicably, all disputes arising directly or indirectly from these regulations will be resolved by the common courts locally competent for the Seller's registered office. The Seller reserves the right to file a lawsuit also with the court competent for the Buyer.
• The Seller is not responsible for the improper or unlawful use by the Buyer of goods or trademarks affixed to the goods.
• The parties agree that if either Party refuses to accept a letter, the letter is deemed to have been delivered on the day of refusal of its acceptance by the Party.
• The provisions of the GTC do not in any way exclude or limit the Seller's rights and claims against the Buyer that may result from legal provisions, in particular the right to claim compensation on general terms.
• Each Party undertakes to immediately notify the other Party in writing, in particular about changes in the data contained in the documents, including:
  • change of registered office address,
  • initiation of bankruptcy or restructuring proceedings, as well as the reasons justifying the initiation of such proceedings;
  • change in legal status and name;
  • change in the personal composition of persons authorized to collect goods and services and VAT invoices
  • persons authorized to place orders
• In the event of failure to notify the other Party of the change, the Party obliged to notify undertakes to cover all costs incurred by the uninformed Party due to having outdated information. At the same time, it is assumed that the lack of information about changes may result in the delivery of goods or performance of services to unauthorized persons, in which case it is assumed that the goods or services have been collected by a person acting on behalf of the Buyer.

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