General Terms and Conditions of Sale (GTCS) of Pronar Wheels

§ 1. General Statements.

1.1. These General Terms and Conditions of Sale, hereinafter referred as GTCS, apply to all supplies of goods offered by the Wheels Department of Pronar Sp. z o.o. (Pronar Wheels), EU VAT 543-02-00-939, hereinafter referred as “Seller”.
1.2. Any natural or legal person purchasing goods available in Seller’s offer is referred as “Buyer”.
1.3. All goods purchased from the Seller, are ordered under the terms of these General Terms and Conditions of Sale, unless the Seller and the Buyer agree differently between them in the contract or in a separate provision, concluded in the written form to be valid.
1.4. GTCS is an integral part of any order placed by the Buyer to Seller and is valid for the duration of commercial cooperation. The Buyer or a person authorized to act on behalf of him certifies that knows and accepts the General Terms and Conditions of Sale. The fulfilment of the above is a prerequisite for commercial cooperation.
1.5. The Buyer, before placing the first order, must provide the copies (certified as the true copies by a person authorized to represent the Buyer) of his current registration documents. The Buyer is obliged to provide bank account number.

§ 2. Commodity information.

2.1. All technical information concerning goods presented in catalogues, drawings, brochures and other advertising materials provided by the Seller is only informational and can be changed, unless expressly marked as binding.
2.2. The Buyer is obliged to know and confirm the technical parameters of the ordered goods.
2.3. The Seller reserves the right to make design changes.

§ 3. Confidentiality.

3.1. The Buyer is obliged to, unless specified otherwise on the basis of the separate agreement, consider all the information received during mutual cooperation as confidential and use it exclusively to correct utilization of purchased products and never share it with any other third parties.
3.2. The Seller reserves the property right and copyrights in reference to the quotations, drawings, schemes and other technical documents. The Buyer should not make them available to any other third parties without the Seller’s written consent.
3.3. The Buyer is obliged to maintain as confidential all the schemes, drawings and other technical documents (marked as confidential) transmitted by the Seller within a framework of mutual cooperation.

§ 4. Purchase orders.

4.1. The Seller delivers goods to the Buyer on the basis of order schedules agreed in the written form.
4.2. In order to implement the agreed schedules of orders, the Buyer will submit to the Seller a written order.
4.3. The Seller confirms in writing acceptance of the order for execution. Written confirmation of the order by the Seller, delivered by mail, fax or an electronic form to the Buyer, is equivalent to signing a contract by the parties.
4.4. Written confirmation of the order includes:
a) the name of the product, together with additional technical parameters,
b) the quantity,
c) the unit net price,
d) the term of the contract,
e) form of payment, term of payment,
f) the amount of the discount percentage if was applied,
g) delivery terms specified in accordance with Incoterms 2020 (the method of delivery, the place of delivery, the payer of freight costs and possible insurance)
h) the name of the person handling the case.
4.5. If confirmation of the order does not require any additional arrangements between the parties, it will be issued within 5 working days from the date of order.
4.6. Confirmation of the order by the Seller, subject to changes or additions do not changing the essence of the order’s content, is deemed as its acceptation (considering reservations contained in the order confirmation).
4.7. It is not allowed to assign the rights resulting from the order to third parties without the written consent of the Seller.
4.8. After informing the Buyer, the Seller reserves the right to refrain from performing the contract – if it has reasonable grounds to suppose that the Buyer fails to pay on time, in particular, if such assumption is justified by the Buyer’s economical condition.
4.9. The Buyer bears the costs of order cancellation in case of precedent confirmation of the order acceptance by the Seller.

§ 5. Dates of delivery.

5.1. The reported dates of delivery are informative. Failure to meet the deadline for delivery by The Seller entitles the Buyer to assert his statutory rights only if the Seller despite an additional period fixed in written still fails to deliver.
5.2. The Seller reserves the right to change the terms, in particular in case of:
a) force majeure understood as: strike, war, epidemic, pandemic, lock-outs, difficulties in the supply of energy or materials, administrative and local authorities’ decisions, fire, flood and other natural disasters,
b) the interruption or delay in the supply of raw materials, energy, components from subcontractors, and other unforeseen events, on which the Seller has no influence,
c) failures, transport and customs delays, transport disturbances including roadblocks, time constraints, traffic transport trucks,
d) unexpected price changes.
5.3. The occurrence of the above circumstances causes the suspension or move the date of execution of orders (as the Seller shall promptly notify the Buyer in writing), and relieve the Seller of the responsibility for changing delivery dates. In justified cases, the Seller is also entitled to withdraw from the contract or its part.
5.4. If the postponement of the contract exceeds 45 days the Seller reserves the right to calculate the new prices in line with any change in pricing, and/or material, personal costs, and other. Offered prices are only valid for the respective order unit.
5.5. The term of delivery is met if at the time of its expiry the goods left the Seller’s factory or its readiness for shipment was reported.
5.6. If the shipment is delayed through the fault of the Buyer, it is one month after notification of readiness for shipment, the Seller may charge storage in the amount of 2% of the total order for each initiated week, unless documented higher costs.
5.7. The Seller shall not be liable for any potential or alternative loss of the Buyer’s expected benefits as a result of delayed deliveries, which, according to the Buyer, forced the Buyer to purchase the goods from another supplier at a higher price so that he could fulfil the contract concluded with the end customer.

§ 6. Pick-up and delivery terms.

6.1. Terms of delivery in relation to the costs of shipping and any risks are EXW Narew terms (in case of absence of any other agreement). Transport and insurance in the transport of ordered goods is at the expense and risk of the Buyer. From the moment of delivery of the goods to the Buyer or the carrier, i.e., at the time of signing loading documents, the Seller shall not be liable for damage and defects in the same commodity and its packaging.
6.2. The Buyer is obliged to pick up the ordered goods at the place and time agreed and accepted by the Seller in the order confirmation.
6.3. If the Buyer does not indicate the place of delivery, he is obliged to pick up the goods at the Seller’s warehouse.
6.4. The deadline is considered met if the goods are issued to the Buyer or the carrier from the Seller’s warehouse on a fixed date. If the Buyer did not indicate the delivery date, the term shall be deemed met if the goods are prepared to release within the period specified in the written confirmation of the order.
6.5. The Seller shall specify the date of loading and technical conditions, to which must comply the means of transport accordingly to the ordered product.
6.6. The Buyer may substitute its own means of transport or send his own carrier who has a mandate to pick up the goods confirmed by the Buyer or send a written instruction to Pronar pick-up the goods by the carrier.
6.7. In case of improper means of transport (not in accordance with the technology of loading developed by the Seller) the goods cannot be loaded at all or on time.
6.8. The Seller can feel free to choose, with due diligence, the carrier and the transport conditions at the expense of the Buyer, if the Buyer does not specify it in the carrier’s contract.
6.9. Partial deliveries are allowed.
6.10. The Buyer is obliged to carefully examine the completeness of the shipment immediately upon receipt and determine any shortcomings or damage caused during transportation and describe them in the protocol drawn up jointly with the carrier and confirmed by him in writing – this applies to deliveries under the terms of DAP (Delivered at Place). Any subsequent applications will not be considered by the Seller.
6.11. Notification of complaint concerning the quantity of goods can take place only during the unloading of goods, or on the day of discharge or receipt from the carrier.
6.12. Complaints regarding the completion of delivered products should be reported in writing within 3 business days from the receipt of the delivery, indicated on the Bill of Lading.
6.13. Release of goods to the Buyer or the carrier provides the basis for issue the invoice on this day, in which the goods were released.
6.14. The Seller reserves the right to suspend the shipment without notice if the Buyer does not meet the financial obligations related to previous deliveries.
6.15. The Buyer is obliged to make the reception quality within 14 days of delivery. After this period, the Seller does not accept claims for the reception quality.
6.16. If the Buyer suspect defects, in the goods, caused in transport, is obliged to draw up a protocol with the representative of the shipping company and send it to the Seller.

§ 7. Rates and pricing.

7.1. The prices of goods offered by the Seller are included in the price list available in the Sales of Wheels Department.
7.2. All prices in the price list are net prices (excluding VAT).
7.3. The Seller reserves the right to revise the price list (in terms of assortment and prices), the validity of which shall be verified by the date of.
7.4. The time of entry into force of the new pricing will invalid the previously valid price list.
7.5. The prices shown in the price list include the standard way of packaging products. Each Purchase Order regarding packaging other than standard will impose additional costs on the Buyer.
7.6. Prices on the overall the Seller’s range of goods and his services are non-binding and subject to change.
7.8. Granted by the Seller additional discounts require individual negotiations and written confirmation.
7.9. The final price of the goods and the terms of payment shall be determined individually for each order through negotiations and the price is increased by VAT in case of domestic sales in accordance with applicable regulations in this regard in Poland. Unless otherwise agreed, apply the payment terms included in the order confirmation.
7.10. If not otherwise agreed, prices of the Seller in Narew are valid.
7.11. The Seller reserves the right to change the price indicated in the order confirmation in case of a change of customs duties affecting the cost of the contract or the occurrence of unexpected situations (look at point 5.2nd).

§ 8. Terms of payment.

8.1. The Seller will receive the payment for the goods after invoicing under the conditions defined in the order confirmation. The deadline for payment in each case is determined on and from the date of invoice.
8.2. The date of execution by the Buyer is the date of the receipt of payment to the Seller’s bank account indicated on the order confirmation or invoice.
8.3. Ownership of the goods passes to the Buyer after the receipt of payment to the Seller’s bank account.
8.4. Payment for the goods must be credited to the Seller’s bank account in the full amount stated on the invoice. The costs of paying an international transfer are the responsibility of the Buyer.
8.5. Until the expiry of the deadlines, or occurrence of events referred in paragraph 2, the goods are owned by the Seller and can be reclaimed by him, if the Buyer is in arrears with payment of debts despite a written request for payment within the given an additional period of time.
8.6. In case of a sale to prepay, the Seller shall issue a proforma invoice, which determine the amount of the prepayment necessary to perform a contract.
8.7. In case of delay in payment the Seller may charge interest at the statutory amount starting on the date of expiry of the period for payment fixed in the invoice.
8.8. The Buyer’s delay in payment causes acceleration of payment without deduction of any open claims from other supplies and services, even if they were previously postponed.
8.9. In case of the Buyer’s arrears, the Seller reserves the right to choose which liability will be covered first from the money transferred to his bank account.
8.10. In case of outstanding payment, the Seller reserves the right to suspend shipment until the clearance of the debt by the Buyer.
8.11. The Buyer has no right to withhold payment or make deductions without the Seller’s consent expressed in writing.

§ 9. Warranty and complaints.

9.1. Warranty granted by the Seller is valid for the Buyer only.
9.2. The standard warranty period is 24 months from date of sale.
9.3. For the purchase of tyres, the warranty period established by the tyre manufacturer applies.
9.4. In the case of purchasing complete wheels with tyres, the warranty for wheel applies for 24 months from the date of sale, and for the tyres the warranty period established by the tyre manufacturer applies.
9.5. Warranty covers manufacturing defects showed up at the time of purchase or usage due to manufacturing and/or structural and material faults. Other claims of the Buyer resulting from product’s defects are excluded.
9.6. The Buyer is obliged to respect the standards and conditions defined by the Seller and related to sold products, in particular exploitation standards.
9.7. Warranty will be invalid in case of misuse of the products.
9.8. The Seller’s liability under the statutory warranty for physical defects of goods shall be precluded.
9.9. The Seller shall be relieved from any liability under the warranty, if the Buyer knew about the defect in the date of contracting the agreement, placement of the purchase order, submission of the offer, receipt of a delivery document and in other cases specified in the applicable provisions of law.
9.10. The Seller is responsible for products damages but is not responsible for lost profits or other material damages of the Buyer.
9.11. Complete wheels which the Buyer manufactured under its own brand, using its own technology, its own components or components purchased from the Seller are not covered under warranty.
9.12. Warranty becomes null and void in case of:
a) any repair or remanufacturing of purchased product,
b) any modification of purchased components,
c) exceeding the technical data indicated in the specification sheet,
d) removal of markings enabling the identification,
e) storing the products in inappropriate conditions,
f) use for which the product is not intended,
g) breach of the obligations derived for the Buyer from the present warranty,
h) the expiry of the warranty period.
9.13. The Buyer has to draw up written declaration of product defects within 14 days from the date of delivery or occurred during use. All claims shall contain a product’s part number, purchase order number, date of delivery, description and enclosed photographic documentation.
9.14. All complaints shall be submitted to the following company address using valid form.
Email: claims@pronar.pl + contact person’s email,
Fax: +48 85 873 35 22 with note: „Wheels Claim”
Postal address: Pronar Sp. z o.o.; 17-210 Narew; ul. Mickiewicza 101A; with note: „Pronar Wheels”
9.15. The Seller has the right to fail to review the complaint in case of the incomplete claim notification.
9.16. Exceeding the period of the notification of defects empowers the Seller to withdraw the warranty rights of the Buyer.
9.17. The Seller informs the Buyer within 5 business days from the date of claim if the photographic documentation is insufficient to start complaint proceeding. In that case, the Buyer shall ship all defective goods or defective parts at its own expense within 7 days from the day when information has been received.
9.18. The Seller chooses the method for settling a complaint within 14 days from the day of receiving a complete complaint form. The Seller may:
a) replace the purchased product with defect-free one,
b) remove defect,
c) refund the Buyer the costs of the repair of the Product,
d) refund the Buyer the costs of the Product.
e) In case of an unjustified complaint of defects, the Seller issues an invoice with incurred costs.

§ 10. Responsibility restriction.

10.1. The Seller shall not be liable for any indirect and consequential damages.
10.2. The Seller’s maximum aggregate liability in claims and obligations, including liability for any direct damages, regardless of whether they are covered by an insurance or not, does not exceed the equivalent of the defective product’s price.
10.3. The Seller is not entitled to any compensation claims concerning the purchase order of the Buyer if damages were caused by any illicit activities on the Buyer’s part.
10.4. The Seller shall not be liable for any damages and losses resulting from faulty work carried out by the Buyer’s service or caused by use of non-original parts.

§ 11. Applicable law, place of fulfillment of obligations, place of jurisdiction.

11.1. Any disputes between the parties in connection with the execution of the contract, terms which are described by the provisions of these GTCS, will, as far as possible, be settled amicably, and ultimately to the courts.
11.2. Legal relations with the Buyer are governed exclusively by Polish law. In case of disputes arising out of this Agreement competent court is the Court of the place where the Seller is established.

§ 12. Final Provisions.

12.1. In case of exclusion from GTCS any of the provisions on the basis of a separate agreement referred to in §1.3, others remain in full force
12.2. In case of legal ineffectiveness of individual points GTCS, other provisions, implemented on the basis of the contract, remain in force. Parties will agree to replace the ineffective provision by the provision effective, having reflect its meaning and intention as closely as possible.
12.3. The Seller reserves the right to make changes to the GTCS. Amendments of the provisions start to involve the other party from the moment were delivered in the manner customary in trade relations between Parties, if the Buyer does not object to this change immediately after receiving the notice of application to the GTCS.
12.4. Current version of GTCS is always available at the Seller and the at https://pronarwheels.com/gtcs/.
12.5. In matters not regulated by the provisions of these GTCS, the relevant provisions of the Civil Code and other laws of Republic of Poland apply.