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Principles of Good Cooperation in the field of supplies and services provided

Company NORIS Spółka z ograniczoną odpowiedzialnością spółka komandytowa

  1. Application of the Principles of Good Cooperation

These terms and conditions of delivery and payment, hereinafter referred to as P.G.C., shall apply to all deliveries, sales or services provided by NORIS Spółka z ograniczoną odpowiedzialnością spółka komandytowa based in Drawsko Młyn, hereinafter referred to as NORIS. Terms and conditions deviating from the following shall become part of the contract if expressly agreed upon in written form. NORIS retains the right to amend or supplement the P.G.C., in agreement with the Buyer.

If the Buyer’s General Terms and Conditions, regulations, instructions or other contractual patterns in part or in whole are contradictory with the P.G.C., then the P.G.C. shall be binding. No terms and conditions contained in Buyer’s order confirmations, prior offers and other documents issued by Buyer shall be binding on NORIS, even if not expressly rejected.

If the Buyer does not agree with the P.G.C., then the Buyer is obliged to notify NORIS immediately, prior to execution of the order/order in written form, by e-mail, SMS or message on Whaatsaap. NORIS reserves the right to cancel the execution of the order/commission in this case. In this case, the Buyer is not entitled to any claims against NORIS.

Deliveries and sales of Products made by NORIS are subject to the provisions of Polish law, the rules set forth in the P.G.C. or the contract concluded with the Buyer.

The preferred form for NORIS to make arrangements with the Buyer regarding deliveries and services is in written form, however, they may also be made by e-mail correspondence, via SMS or message on Whaatsaap, unless otherwise stipulated further in the P.G.C.

On the other hand, the Agreement regarding deliveries, sales or services shall be concluded by NORIS with the Buyer in written form, and any change of the agreement thereto shall be in written form under pain of nullity.

  1. Confirmation of order

With the granting of the order, the Buyer agrees to the terms of delivery and payment set forth in the P.G.C. All other agreements, changes or additions to the P.G.C. in consultation with the Buyer, shall be in written form or by e-mail, may be undertaken by means of an exchange of compatible SMS messages or on Whaatsaap, under pain of nullity.

In the absence of an order confirmation or order, the invoice or sales invoice shall constitute an order confirmation. If, after confirmation of the order, NORIS obtains information about the unfavorable financial situation of the Buyer, NORIS reserves the right not to delivery if the goods until the amount due is paid. This also applies if due invoices from previous deliveries have not been paid. In such a situation, deliveries can only be made if payment is made in cash. NORIS then reserves the right to withdraw from the contract.

  1. Deliveries and transfer of goods

Delivery of goods takes place at NORIS’ option by means of NORIS’ vehicles or freight forwarders, or in-own collection.

NORIS is bound by delivery dates if the delivery date has been agreed upon in written form or by e-mail, or by exchange of SMS messages in which both parties agree, or by exchange of Whaatsaap messages in which both parties agree. NORIS shall not be liable for failure to comply with any deadlines arising from the conclusion or performance of this Agreement if such failure is not due to Noris’ sole fault.

If NORIS is unable to perform the delivery on the agreed date, Noris shall inform the Buyer in written form, by email, SMS or message on Whaatsaap; the Buyer shall set a new additional date for NORIS to perform the contract; only after the ineffective passage of this date, the Buyer shall be entitled to execute the contract right and the Act of law in the event of delay in performance. NORIS’ liability for damages to the Buyer for failure to perform on time is excluded if the delivery was made within the additional date.

The obligation to deliver expires if delivery is temporarily or permanently impossible due to force majeure, weak, poor quality crops or other conditions beyond NORIS’ control.

  1. Transportation risk

In the case of transportation by NORIS vehicles or forwarders, the risk of delivery with the delivery of the goods is transferred to the Buyer. The risk of transportation shall be taken by NORIS in the event that the Buyer or the Buyer’s authorized representative sends NORIS confirmation on the delivery note or waybill confirmation of the type and extent of any damage discovered

during transport and shall immediately forward to NORIS by the forwarding agent data on the circumstances of the damage and return confirmation of the damage incurred during transport.

  1. Delays in delivery or receipt of goods

If NORIS is in delay in the performance of the contract, the Buyer is entitled to withdraw from the contract only if the provision of services has not been fulfilled within the stipulated period of time, and an additional request for provision of services made by the Buyer has proved ineffective.

If the Buyer executive his right to withdraw from the contract, NORIS’ liability for damages is excluded.

If the Buyer is late in taking delivery of the goods, NORIS has the right to withdraw from the contract and claim damages. If the Buyer fails to take delivery of the goods in due time or if collection is impossible due to conditions not caused by NORIS, NORIS has the right to claim for storage of the goods at the expense and risk of the Buyer.

  1. Warranty

NORIS undertakes to deliver quality goods to the Buyer according to the quality specifications attached to the contract concluded with the Buyer.

Any complaints must be forwarded directly to NORIS. If no agreement is reached on the type and extent of the damage found, NORIS has the right to take back the goods without any obligation for replacement delivery.

Goods not accepted by the Buyer will be returned to Noris at the Buyer’s expense, to which the Buyer agrees.

The Buyer forfeits his/her rights under the warranty if he/she fails to notify NORIS in writing of the detected defect within 5 days from the delivery of the goods, whereby by notifying is deemed effective delivery of NORIS correspondence in writing.

  1. Reservation of the ownership

NORIS reserves ownership of the sold goods until the Buyer has paid the full price. The Buyer assigns to NORIS all claims and rights arising from the sale of goods to which NORIS has title. The Buyer has the right to retain a claim arising from the resale of goods supplied by NORIS, but must surrender the profit to NORIS and hand it over immediately. If the goods are processed or mixed with other goods, NORIS acquires co-ownership law in the newly manufactured item in the ratio that the value of the retained goods corresponds to the value of the item at the time when the combination or mixing with the item took place.

The buyer is obliged to take care of the purchased goods; in particular, he is obliged at his own expense to insure the goods up to the amount of their purchase price against loss or damage.

In case of delay in payment, NORIS has the right to demand immediate return of the goods, and the Buyer is obliged to release the goods. Submission of the above demand shall not affect the validity of the contract concluded between Noris and the Buyer, as well as the possibility of pursuing further claims. The pursuing of such a claim is equivalent to withdrawal from the contract only if such a statement is expressly made by Noris in written form or by e-mail, SMS message or message on Whaatsaap.

Upon the initiation of bankruptcy or composition proceedings against the

to the Buyer, the Buyer shall be obliged to mark the goods in a manner indicating the reservation of ownership of the goods in favor of NORIS.

In the event of seizure of goods owned by NORIS in the course of enforcement proceedings directed against the Buyer’s assets, the Buyer is obliged to immediately inform NORIS of this fact.

  1.  Right of withdrawal

NORIS is entitled to withdraw from the contract with immediate effect if:

– determines that the Buyer has provided false data about his solvency,

– the Buyer is in delay with the payment of the price for more than 7 days,

– becomes aware of circumstances that make it probable that the Buyer may not perform the contract, in particular, if an application for the initiation of composition or bankruptcy proceedings is filed against the Buyer.

  1. Settlement of disputes and applicable law

The place of payment shall be the seat of the bank keeping NORIS’ bank account. As to the aforementioned contract as well as disputes arising therefrom, exclusively Polish law is applicable. This applies in particular to foreign partners. Business correspondence will be conducted in the Polish language. The place of settlement of legal disputes shall be the court having jurisdiction over the seat of NORIS.


The accession to the performance of a contract concluded with Noris sp. z o.o. sp. k. expressed by an invoice, which has been accepted by the Buyer, is an expression of acceptance of the above principles of P.G.C. set forth in points I – XI.

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