Application of Good Cooperation Agreement
Hereby rules of deliveries and payments, hereinafter referred to as GCA, apply to all deliveries and services rendered by NORIS Spółka z ograniczoną odpowiedzialnością spółka komandytowa located in Drawski Młyn, hereinafter referred to as NORIS Company. Conditions conflicting with the undermentioned ones become part of the Agreement in case when it has been explicitly settled in writing. NORIS Company maintains right to alter or complete the GCA. The GCA remains valid even when NORIS Company had accepted the order without reservations and became aquainted with conditions of the Purchaser wich are conflicting or different to the GCA.
Deliveries and sale of products performed by NORIS Company are subject to Polish Law, rules defined in GCA or in Agreement concluded with the Purchaser.
Confirmation of the Order
While placing the Order the Purchaser accepts the conditions of delivery and payment defined in the GCA. All other settlements, alterations and complementations require written form under clause of nullity.
In case of lack of Order confirmation, the bill or sale invoice compose the Order Confirmation. If NORIS Company obtains information about unfavourable financial condition of the Purchaser after the Order had been confirmed, it reserves itself the right to not give the goods out unless amounts due has been paid. It also refers to situation when invoices due for previous deliveries had not been paid. In such a situation deliveries can only be executed againts cash payments. NORIS Company then reserves itself right to withdraw from the agreement.
Deliveries and transmission of goods
Delivery of goods takes place in accordance with choice of NORIS Company, with the help of vehicles of NORIS Company or of forwarding company or by own transportation of the Purchaser.
NORIS is bound with time limit of delivery if it had been settled in written form. NORIS does not bear responsibility for any failures in time - limits resulting from conclusion of hereby agreement, if these failures do not result from his sole fault. Whenever NORIS is not able to execute delivery in agreed time – limit it will inform The Purchaser about this fact. The Purchaser is bound to appoint new, additional time – limit for execution of agreement by NORIS; only after failure of this time - limit is the Purchaser required to execute rights resulting from this agreement and the Act of Parliament in case of delay in execution of the service. The responsibility of compensation of NORIS towards the Purchaser for non execution of commitment within time – limit is excluded if delivery has been executed in additionally set time - limit.
The duty of delivering the goods expires when delivery is temporarily or permanently impossible due to the force majeure, poor, bad quality crops or other conditions on which the NORIS Company has no influence.
In case of transport by vehicles of NORIS Company or forwarding company, the risk of transportation together with transmission of goods is devolved to the Purchaser. The risk of transport is beared by NORIS in case when confirmation (on Confirmation of Delivery or the CMR International Consignement Note) of kind and extent of stated damage in the process of transport by forwarding company together with data related to circumstances of origin of damage and confirmation of damage made in the process of transport has been immediately handed to NORIS Company by The Purchaser or his Proxy
Delays in delivery or collection of goods
If NORIS remains delayed in execution of agreement, the Purchaser has right to withdraw from the agreement only in case when services has not been executed in arranged time – limit and additional Purchaser's calls to execute the agreement has become ineffective.
In case when the Purchaser withdraws from the agreement, the compensation responsibility of NORIS is excluded.
If the Purchaser is delayed with collection of goods, NORIS has right to withdraw from the agreement and claim compensation rights. If the Purchase does not collect goods in arranged time – limit or if collection is not possible due to conditions not dependant on NORIS, The NORIS has right to claim compensation for storage at cost and risk of the Purchaser.
When sold goods have faults, the Purchaser has right only to demand removal of faults or exchange the goods for the faultless ones. (substitutional delivery). For execution of aforementioned duty the Buyer appoints NORIS suitable time, providing for actual production and trade possibilities of The NORIS Company.
Complaints must be directly handed over to The NORIS. If agreement as to the kind and extent of stated damages hes not been reached, The NORIS has right to collect the goods without any duties on ground of substitutional delivery.
The Purchaser loses his warranty rights when after releasing of goods he fails to notify NORIS about stated faults within 7 days .
Reservation of ownership rights
The NORIS Company reserves itself the right to ownership of sold goods until full payment by The Purchaser has been made. The Purchaser devolves to NORIS all claims and rights resulting from sale of goods to which The NORIS has rights. The Purchaser has right to maintain claim resulting from resale of goods delivered by NORIS, he must however renounce gained profit to NORIS and immediately transfer it. In case when goods has been processed or joined with other goods, NORIS acquires joint-ownership in newly created good in proportion in which the worth of reserved good is represented while the mixture or join with this good has been made.
The Purchaser is bound to exercise protection over the purchased good; especially is he bound to insure the goods on his own cost up to the height of the purchase price, againts its loss or damage.
In case of delay in payments, NORIS has right to demand immediate return of the goods and the Buyer is bound to give these goods out. The aforementioned demand remains with no influence on validity of agreement between parties, and also on possibility to claim further demands. To lay claim to such a demand is equal to withdrawal from the agreement only when such declaration is presented explicitly to NORIS in written form.
When insolvency proceedings or scheme of arrangement to The Purchaser has been implemented, he is obliged to mark the good in such a way which states its reservation of ownership rights of NORIS Company. In case of distraint of goods belonging to NORIS during enforcement proceeding with reference to wealth of the Purchaser, he is obliged to notify NORIS about this fact immediately.
Right of withdrawal
NORIS has right to withdraw from the agreement with immediate effect when:
- He discoveres that the Purchaser has given untrue data about his solvency
- The Purchaser has been delayed with his payment for more than 7 days
- becomes familiar with circumstances making the execution of agreement by the Purchaser unlikely, especially when motion of insolvency proceedings or scheme of arrangement has been implemented in respect to the Purchaser.
Disputes resolution and applicable law
The seat of Bank of Noris Company shall be deemed to be the place of payment. As for the aforementioned agreement and disputes resulting from it only Polish Law is applicable. It refers particulary to foreign partners. Trade correspondence will be handled only in Polish. The place to settle Legal disputes is The Court applicable to the seat of NORIS Company.