General Terms and Conditions

General Terms and Conditions of Purchase

BHB BERTSCH HOLZBAU sp. z o.o.

1. General provisions

1. General Terms and Conditions (hereinafter referred to as “GTC”) govern and determine the rules of concluding and implementing contracts of sale as well as delivery of goods/products offered by BHB BERTSCH HOLZBAU sp. z o.o. with its registered office in Nowy Sącz (33-300) at ul. Jana Pawła II 29. The company is registered in the Register of Enterprises run by the National Court Register under the following number: 0000058672, its share capital, fully paid, is PLN 80,000.00, and it has the following numbers: NIP (Tax Identification Number): 7342834114, REGON (National Register of Enterprises) in GUS (Central Statistical Office): 491983545, hereinafter referred to as “Producer”.

2. These GTC constitute part of all contracts of sale and delivery of goods/products which the Producer shall conclude with companies/trade partners since 1^st January 2022. Any departure from these General terms and Conditions requires a written agreement, otherwise it shall be null and void. In the event of any conflicts between these GTC and other contractual provisions, such contractual provisions agreed by the parties precede the GTC.

3. These GTC do not govern the sale of goods to customers/end-users.

4. These GTC are available on the company website: https://bertsch-holzbau.eu moreover, they shall be sent to the trade partner by e-mail not later than on the day of concluding the contract. In the event of distributors, who maintain regular trade relations with the Producer, these GTC are valid from the moment of uploading them on the website: https://bertsch-holzbau.eu, and the company has no obligation to send them directly to distributors.

2. The conclusion of a contract, the processing of an order

1. The Producer’s offers are valid for one month since the date of receiving them. The Producer reserves the right to change the offer before it is accepted by the distributor.

2. Information, drawings, technical data, weights, dimensions and descriptions in brochures, catalogues, pricelists or attachments to the offer are only of approximate nature unless the Producer defines them as binding in the order confirmation.

3. The contract is concluded when the trade partner submits an order in writing by e-mail and the producer confirms it in writing by e-mail.

4. The order should include at least the name and address of the trade partner, the specification of the goods, quantity, place and date of delivery, payment terms and possibly information on the form of receiving goods from the Producer.

5. Within 3 working days from sending the order confirmation (AB) by e-mail, the Producer has the right to accept the order for processing, to propose another date of delivery or to refuse the order processing without stating the reason for this. The order processing time is usually 8-10 weeks, but it is arranged individually each time

6. The date of delivery is binding for the Producer as soon as the Producer confirms it to the trade partner. The delivery date may change only in the event of force majeure,

the circumstances for which the producer cannot be held responsible, or which the Producer could not prevent even when taking due care; for example temporary transport limitations or problems with delivery of semi-finished products, a failure or deficits in energy supply. If the Producer does not meet the delivery date due to the above reasons, the trade partner has no right to claim compensation for failure to process or delay in processing the order. The Producer has the right to propose a new delivery date or terminate the contract in full or in part.

7. The Producer has the right to perform a partial delivery.

8. Unless the contract states otherwise, the risk of goods delivery passes onto the trade partner at the moment the goods are passed onto the partner (INCOTERMS 2020 EXW from the production plant in Nowy Sącz, ul. Jana Pawła II 29, Poland). If the delivery also includes goods delivery, it is deemed to have been made at the moment the goods are loaded at the first carrier (INCOTERMS 2020 FCA, production plant in Nowy Sącz, ul. Jana Pawła II 29, Poland).

9. Unless agreed otherwise, the delivery shall be made using the means of transport chosen by the Producer.

10. If the value of the delivery is at least EUR 2000, the distributor is not charged with any transport costs, in other cases transport costs in the territory of the European Union equal EUR 150, unless the parties agreed otherwise. The terms of transporting goods outside the European Union are agreed individually by the parties to the contract.

11In the event of non-payment or delayed payment of default interest, the Producer has the right to suspend the order processing until the full payment of due amount is made.

12. The Producer reserves the right to refuse to process an order in the event of negative evaluation of the trade partner’s credit worthiness by the claims insurer.

3. Price

1. Prices stated by the Producer in offers and order confirmations are net prices and shall be increased by relevant statutory VAT tax.

2. All rebates and cash discounts granted by the Producer to the distributor must be specified in a written agreement between the parties, otherwise they shall be null and void. In the event of a delay in payment the trade partner loses the right to receive rebates and cash discounts.

3. The costs of all additional services provided by the Producer for the distributor are determined individually, in writing, or otherwise they shall be null and void. They are determined in a written agreement between the parties or when the distributor places an order.

4. The Producer has the right to change the price in the event of significant changes in costs of raw materials, salaries, transport, electricity, public law obligations, due to the increase of the above factors.

5. The Producer has the right to make the delivery conditional upon the pre-payment or down-payment made by the trade partner. Payment terms are specified in the order confirmation, and in the event of any doubts concerning the solvency of the distributor, the Producer may at any time make the delivery conditional upon the pre- payment or down-payment.
6. The payment for the goods is made on the basis of a relevant VAT invoice. The payment date is the date the Producer’s banking account is credited. In the event of delay in payment the Producer shall charge the partner with default interest or interest equaling interest on bank loans in the current account, at the Producer’s discretion.

7. The distributor becomes an owner of goods along with making full payment on dates indicated by the Producer (reservation of ownership of sold goods – Article 589 of the Civil Code), unless the parties agreed otherwise in writing.

8. In the event of cancelling an order for goods delivery for a single order, the distributor undertakes to pay the Producer the price equal to 100% of the gross value of the goods and possible compensation. All down-payments made by the trade partner shall be deducted along with the above prices and remuneration.

9. The assignment of claim of the trade partner towards the Producer requires the Producer’s consent, otherwise it shall be null and void. The parties exclude the possibility of deducting from the price the trade partner’s claims towards the Producer.

10. If the trade partner is unable to make the payment, the Producer has the right to refuse to make a delivery and renounce the contract. In the event of a delivery of goods following an individual order, the distributor undertakes to pay the Producer the price equaling 100% of the gross value of the goods as well as potential compensation. All down-payments made by the trade partner shall be deducted along with the above prices and remuneration.

11. In the event of the refusal to accept the goods, the Producer has the right to charge the contractor with costs of storing the goods.

4. Guarantee of quality.

1. Wood is a natural product, therefore all deviations in natural color, structure and other differences within the kind of wood are not defects. An essential part of General Terms and Conditions is the information on “Wood Properties – BHB”, available at https://bertsch-holzbau.eu.

2. The Producer shall provide professional advice concerning the choice, installation and use of the goods, if necessary – free of charge.

3. The Producer grants manufacturer’s guarantee for the state of the construction or its elements for the period of 60 months from the date of providing the goods, otherwise (equipment) for the period of 12 months. The manufacturer’s liability within warranty for defects is excluded.

4. In the event of apparent defects, the contractor is obliged to inform the buyer/ recipient about the obligation to check the delivered goods for hidden defects, concerning their quantity and quality, immediately after receiving the goods, not later, however, than within 14 days from the date of receiving the delivery, and to report the remaining scope of defects within 14 days from the date of revealing them, otherwise the warranty shall be null and void. The trade partner is obliged to immediately report the buyer’s claim and to report the defect directly to the Producer.

5. If the trade partner finds out that the goods are defective, the buyer cannot have the goods at their disposal, that is divide them, sell or process them, until the claim is considered or evidence is secured by the appraiser commissioned by the Producer.
6. In the event the claim is considered to be justified, the Producer may, at his own discretion, and taking into consideration the nature of the defect, replace the product with a new one, free of defects, repair it, or lower the price by the amount justified by the defect.

7. The trade partner undertakes to make it possible to check the reported defect and, if the product is replaced with one free of defects, to return the defective product after removing the defect at the latest.

8. The Producer may refuse to accept the claim of the goods have not been properly transported and/or installed and/or used. The installation instructions are given to the buyer together with the product, the principles of use are specified in instructions attached to GTC. The distributor undertakes to pass the above instructions to the product buyer.

9. Producer’s liability for damages caused by the defect when pursuing one’s rights concerning warranty is excluded in accordance with Article 558 of the Civil Code.

10. Quantity and/or quality claims for the goods do not authorize the distributor to suspend payment for the processed order.

11. In each case of a claim, which is checked by the Producer, it is necessary for the trade partner to make a claim report and a photo documentation. They should be made immediately after the claim is made by the contractor or the buyer. If the distributor cannot make a photo documentation, the Producer shall consider the claim on the basis of the documentation made by the goods buyer.

12. The Producer has the right to suspend the payment of guarantee claims to distributors until all payments concerning the claimed goods are settled.

13. In the event of the delivery of goods within a special order, the trade partner does not have the right to withdraw from the contract, terminate the contract or return the goods, subject to provisions of these General Terms and Conditions.

5. Liability

1. The Producer is responsible for actual damage, regardless of the liability title, in the event of intentional action, omission of action or gross negligence.

2. In the event of damage caused by usual negligence, the Producer’s liability is limited to damages resulting from life threats, body injuries, health and material damages of significant value.

3. The Producer’s liability for consequential costs resulting from settling the claim and for the lost benefits is excluded.

4. The limitation of liability is not applicable if the Producer intentionally concealed the defect.

6. Final provisions

1. The legal relationship between the parties is governed by the Polish law, excluding international agreements.

2. The parties shall try to solve all disputes in an amicable way, but if it is impossible, they will submit their dispute to common courts of law relevant for the Producer’s registered office.
3. Each party of the legal relationship is entitled to assign their rights and obligations with the written consent of the other party, otherwise such assignment shall be null and void.

4. The parties are obliged to keep the terms of their mutual cooperation confidential, unless relevant provisions of law stipulate that such information must be revealed.

5. In the event of invalidity of particular provisions of these GTC, the parties to the contract continue to observe the remaining provision in force. The parties undertake to replace all invalid or ineffective provisions of GTC, in the legally acceptable scope, with new, valid and effective provisions whose contents shall be as close to the invalid and ineffective contents as possible, within the valid law and following the original intentions of the parties. The parties undertake to add an attachment to GTC containing a provision replacing the ineffective provision of the contract, whose purpose is the same or similar to the invalid or ineffective provision.

6. The parties decide that GTC do not constitute a sufficient basis for the establishment of a general partnership between them.

7. The parties are obliged to inform each other about changes of place of residence, changes of the owner and changes in legal and/or financial situation, which may affect their cooperation.

8. Provisions of the common Polish law govern matters not regulated by these GTC.

9. Amendments, supplements and notices concerning the contract must be made in writing, otherwise they shall be null and void.

10. The rules of processing personal information by the Producer can be found at: https:// bertsch-holzbau.eu/pl/privacy-policy.php