General business conditions

The following General Terms and Conditions form an integral part of the contracts concluded with our suppliers. Provisions, agreements or arrangements deviating from or supplementary to these contracts shall only form part of the contract if agreed in writing. In interpreting the terms contained in these terms and conditions, the applicable terms and conditions of INCOTERMS 2010 shall apply in addition in case of doubt.

Order

1. Orders as well as other declarations are binding if they have been confirmed by us in writing.
2. The indicated prices are, as a rule, fixed and unchangeable. They shall include remuneration for the services to be rendered by the Supplier and, unless otherwise agreed, also for the costs incurred up to the point of delivery of the goods to our registered office or any other designated place.

Deadlines

1. Delivery dates are binding. The agreed deadlines shall commence with the conclusion of the contract.
2. If no delivery dates have been agreed, delivery shall take place immediately.
3. Should it become apparent that the agreed deadlines will not be met, the Supplier shall immediately inform us in writing of the reasons and the likely duration of the delay. This shall not affect any negative consequences for the Supplier due to the delay.
4. If delivery is made before the agreed date, we may withhold acceptance of the delivery until the agreed performance date.

Shipping

1. Dispatch of the goods must be made to the destination indicated by us.
2. The Supplier shall be obliged, on the day of dispatch of the goods, to provide us with information on the order/contract number, quantity and precise designation of the type of goods to be delivered as well as to prepare all officially required documents relating to the delivery, in particular customs documents. In the event of non-compliance with this obligation, all risks and costs arising shall be borne by the Supplier.
3. The materials used for packaging must be taken back by the Supplier without charge to us. If they are not taken back, they shall be disposed of at the Supplier's expense.
4. Supply shortages or over-deliveries are not permissible without our written consent.
5. The weight of the goods, determined by weighing the goods on certified scales in our factories, applies.
6. Confirmation of delivery shall be confirmed by the Supplier in writing at the agreed place of delivery of the goods.

Billing and payment of goods

1. Following contractual delivery, the Supplier shall provide us with a written invoice. The invoice (bill) must contain the order number, place of receipt, full description of the goods to be delivered, quantity of goods, price, weight, weight units, tax identification number, possible VAT-EU number.
2. In the case of early deliveries, we reserve the right to withhold payment of the invoice until such time as payment has been contractually due for delivery in accordance with the agreed delivery date.
3. If no agreement has been made on payment of the price, a payment period of 3 days shall be agreed for the delivered goods, calculated from the date of receipt of the goods and the invoice.

Withdrawal, termination of contract, set-off

1. The Supplier shall not be entitled, without our express written consent, to assign any rights and obligations under this contract to third parties.
2. We may set off any amounts due to the Supplier from us against any amounts due to us from the Supplier. In the event that the goods are returned due to quality defects, the Supplier shall be obliged to immediately reimburse the amounts already paid, with interest at the same rate as statutory interest for late payment. In the event of non-reimbursement, we shall be entitled to retain the goods until their return.

Guarantee, acceptance of goods, complaints

1. The supplier guarantees that the delivered goods have the contractually agreed properties.
2. All deliveries shall be free of components that are detrimental to its processing and storage. This also includes the Supplier's obligation to examine the goods for explosives and the existence of voids in the delivery. Damage resulting from the delivery of such materials shall be borne entirely by the Supplier.
3. All delivered goods must be free of ionizing radiation of a level exceeding the natural intrinsic radiation of the steel. A level exceeding the natural radiation of the steel occurs if the relevant measuring device of the Buyer indicates a radiation exceeding the natural background radiation. The exceeding of such radiation will be documented in a test report after further inspection. In the event that such radiation is detected, the Buyer shall be entitled to refuse acceptance of the goods affected by such radiation and to inform the competent authorities as well as the Supplier thereof. Unless otherwise ordered by the competent authority, the Supplier shall either take back the goods in question or arrange for their disposal within two days of being informed of such refusal. All costs relating to the refusal to accept the goods by us, the costs of return transport and disposal shall be borne by the Supplier. In the event that the competent authority prescribes special measures (in particular, segregation, cutting up and examination of individual parts of the delivery, temporary storage on site, transport under supervision, disposal), all resulting costs shall be borne by the Supplier.
4. For reasons of optimal quality control (analysis), we shall be entitled to make any necessary and indispensable changes to the goods, e.g. breaking, stretching, etc., in order to ensure that the goods are in perfect condition. The Supplier agrees to this.
5. The supplier is obliged to raise any objection to the findings of the acceptance test in question immediately upon delivery of the goods. Without such objection, we shall be entitled to commence processing of the delivered goods.
6. The Supplier shall rectify defects in the delivered goods immediately at his own expense. If rectification of defects is impossible, inadmissible or impracticable or if rectification of the defects is not customary and no unanimous agreement has been reached on the performance and the amount of the reduction of the price of the goods, we may demand immediate replacement delivery free of charge. A complaint shall be regarded as valid if the Supplier has not objected to it within a period of one working day from its submission.
7. If the Supplier does not immediately fulfil his obligation to rectify defects or make a replacement delivery, we shall be entitled to exercise our statutory warranty rights without setting a deadline.
8. The Supplier shall bear all costs relating to the complaint.
9. In the event of a repeated defective delivery, we reserve the right to terminate the contract immediately and to charge the Supplier a contractual penalty of 30% of the order value.
10. In the event that a defective delivery makes it necessary to carry out an extraordinary inspection of all delivered goods, the costs of this inspection shall be borne by the Supplier.
11. The statutory limitation periods for the assertion of a claim shall apply.

Assignment of contract

1. Without our written consent, the Supplier may not transfer the rights and obligations arising from the concluded contracts to a third party.

Responsibility

1. Unless otherwise specified in these terms and conditions, we shall only be liable for damage due to the breach of our contractual and non-contractual duties and for the termination of the contract in the event that the damage is caused by our willful misconduct or gross negligence on the part of our representatives, vicarious agents or vicarious agents. In the event of culpable violation of essential contractual provisions, we shall be liable for the normal consequences of the violation, excluding cases of intent or gross negligence on the part of our representatives, to the exclusion of lost profits.
2. This limitation does not apply to our liability for injury to life and limb.

Place of supply

1. The place of performance shall be each time the place of receipt of goods indicated by us.
2. The competent court is the court having jurisdiction over the registered office of Tesla Recycling Spółka z ograniczoną odpowiedzialnością, however, the possibility of suing also before the court having jurisdiction over the registered office of the defendant is reserved.
3. The conclusion and interpretation of contracts and these terms and conditions, as well as the validity and performance of obligations of the parties, shall be governed by Polish law, excluding the application of the UN Convention on the International Sale of Goods.