§ 1. Introduction 

1. These General Terms and Conditions of Sale, hereinafter referred to as GTCS, define the rules of cooperation between the parties with respect to sales of products and services offered by RBB-STAL to the CLIENT.
2. These General Terms and Conditions of Sale form a part of each offer, price list and cooperation agreement and entering into cooperation with respect to deliveries constitutes acceptance of GTCS.
3. The provisions of these GTCS may be amended only in writing in order to be effective. Conclusion of a separate sales agreement excludes application of these GTCS only in the scope regulated herein in a different manner.
4. Any different arrangements between the parties agreed and confirmed in writing have priority over the provisions of GTCS.
5. Definitions:

 § 2. Product information 

1. All technical information concerning steel grades, conversion factors, sizes and quality, resulting from catalogues, brochures and other advertising materials are approximate data and are valid only in the scope in which they are accepted by both parties.
2. The CLIENT is obligated to provide RBB the technical specifications of the ordered goods, and RBB-STAL is obliged, if included in the contract, to provide a control document (in accordance with EN 10204). RBB-STAL charges a fee for the service of issuing the certificate. (EN 10204).
3. Unless otherwise agreed, RBB-STAL does not guarantee or confirm any edge camber values for strips with a width of ≤ 40 mm. For strips with a width greater than 40 mm, we confirm edge camber tolerances in accordance with normative guidelines.

§ 3. Delivery Condition

1. RBB-STAL undertakes to execute the order sent by post, fax or e-mail in accordance with the conditions specified in the order confirmation.
2. In the event of objections to the terms set forth in the order confirmation, such objections must be made in writing or by e-mail within 24 hours of receipt of the confirmation.
3. The lack of objections shall be deemed to constitute acceptance of the terms set out in the order confirmation and thus conclusion of the sales contract.
4. The commencement of production in accordance with the order so confirmed will result in the CLIENT being charged with the costs of production in the event of subsequent withdrawal from the contract.
5. The parties agree on the date and place of delivery or receipt of goods, provided that the information necessary for the execution of the order is provided to the seller.

§ 4. Deliveries

1. Each batch of delivery will be documented by a WZ document [Goods Dispatched Note] with a delivery specification and a waybill, which is the basis for the quantitative acceptance of the products and possible packaging.
2. The quantitative and qualitative acceptance will be carried out at the office of the CLIENT by a person authorized by the CLIENT.
3. In the case of delivered coils, the first and last turns are excluded from the quality assessment process and considered as packaging elements. They are not subject to formal verification, as their function is to protect the product during transport and storage.
4. A delivery batch shall be deemed to have been accepted without any reservations with regard to quantity and without damage after the signature of the Goods Dispatched Note by the CLIENT’s representative. It is the CLIENT’s responsibility to indicate the persons authorised to sign consignment notes.
5. In case of any doubts, it shall be deemed that each person signing the Goods Dispatched Note is considered to be a representative of the CLIENT.
6. Any shortages in the quantity of the delivered goods compared to the quantity stated in the DN document should be reported only at the moment of handing over the batch of goods by making a relevant entry in the document or, in case of shortages resulting from destruction or damage of the goods during transport – additionally in a report signed by the CLIENT’s representative and representative of the party responsible the transport.
7. RBB-STAL is responsible for the delivery within the scope defined by the Incoterms conditions established in the order. All obligations, risks, and costs related to the delivery are determined by the chosen Incoterms rules, which are an integral part of the agreement between the parties.
8. RBB-STAL shall not be liable for any delay in delivery of goods, if it is caused by circumstances beyond RBB- STAL’s control. (§ 8.3)
9. RBB-STAL may deliver the goods with its own means of transport, or through a carrier or forwarder.
10. If the CLIENT extends the agreed term of delivery or in case the goods are not accepted, RBB-STAL has the right to charge the CLIENT with transport costs and storage costs in the amount of 0.1% of sales value for each day of storage.
11. The material is delivered on labeled returnable pallets, unless otherwise agreed. The CLIENT is obligated to return the original labeled pallets in good condition within the designated timeframe. In case of failure to meet the return deadline, RBB-STAL reserves the right to issue an invoice charging for the unreturned pallets. Any costs associated with the failure to return the pallets will be borne by the CLIENT. 

  § 5. Amounts due

1. 1. RBB-STAL shall issue a structured VAT invoice to the CLIENT using the National e-Invoice System (KSeF) after the goods are released from the warehouse.
   2. Invoices will be issued in accordance with the order confirmation.
   3. The primary form of documenting sales is a structured invoice made available in the KSeF system. The date of receipt of the invoice by the CLIENT is deemed to be the date on which an identification number is assigned to the document in the KSeF system.
   4. In case of delays in payment of due invoices, RBB-STAL has the right to stop the production of the next batches of deliveries until the arrears are settled and shorten the due date of the next invoices at its discretion or demand an advance payment of 100% of the order value before starting the production of the next batch of products.
   5. Delays in payment may cause extension of the delivery dates of consecutive batches of products in relation to the established delivery schedule, however without negative consequences for RBB-STAL on this account.
   6. The date of payment is the date of crediting RBB-STAL’s bank account.
   7. In case the CLIENT fails to pay within the payment deadline, RBB-STAL has the right to charge statutory interest.
   8. In the event of unavailability of the KSeF system (a failure on the part of RBB-STAL or the government system), invoices will be issued in offline mode and delivered to the CLIENT electronically, and after the failure has ceased, they will be sent to KSeF in accordance with the provisions of the VAT Act.

 § 6.Complaints

1. Complaints concerning factory errors (latent quality defects), which could not be determined despite thorough examination of the product upon receipt, should be submitted to RBB-STAL in writing, immediately after their determination, but not later than 3 months from delivery.
2. All quality complaints should be reported by e-mail to the Quality Department taking into account the handling person on the part of RBB-STAL, stating in particular:
3. CLIENT information – name, TIN or equivalent
4. definition of the subject of the complaint with indication of the delivery concerned – indication of the batch number “G” (the number found on the material label and on the delivery note),
5. quantity of the product being subject of the complaint,
6. the form of the claimed material (material in delivery condition/processed),
7. the reason for the complaint, i.e. a detailed description of the defect together with a photo-documentation.
8. Processing of the validity of the complaint should begin within 7 working days from the date of notification, as long as the expected missing information from the Client or travel to the Client does not extend this period.
9. The complete closure of the complaint should proceed without undue delay.
10. For notifications of non-conformities arising due to the fault of the material manufacturer (smelter), the time stipulated for the closure of the complaint is 90 calendar days.
11. The CLIENT is obliged to allow RBB-STAL to inspect the claimed product including taking samples and performing technical tests under pain of rejecting the claim.
12. RBB-STAL may collect the defective product within the time limit set forth in the contract, and if the contract does not specify this time limit within 60 days, counting from the notification of defects by the CLIENT.
13. In case of gross abuse of reporting unjustified complaints RBB-STAL has the right to demand reimbursement of the costs incurred for the processing of the complaint.

§7. Anti-corruption clause

1. The Buyer undertakes to comply with all laws and regulations as well as with the guidelines for preventing or counteracting corruption applicable in the Code of Ethics of RBB-STAL Sp. z o.o..

§ 8. Additional clauses

1. In the event of changes in economic, commercial, financial or political relations, which the parties did not take into account when concluding the agreement, and which significantly upset the contractual balance, each party undertakes to immediately undertake renegotiation in order to restore the contractual balance. In case the parties fail to reach an agreement on restoring the contractual balance within 30 days from the date of notification of occurrence of circumstances justifying the renegotiation of the contract, the scope of which includes these GTCS, the contract shall be deemed terminated in the part not yet performed on the first day following the lapse of a 30-day period provided for negotiations.
2. The provisions of section 1 of this chapter shall be applied accordingly in case of force majeure. Force majeure shall be understood as any sudden, unforeseeable external event affecting the performance of the parties‘ obligations, which the parties could not prevent.
3. The cases referred to in Section 1 shall in particular include labour conflicts, customs, currency and energy restrictions, widespread shortages of goods on the steel market, extraordinary decisions by the authorities and shortages and delays in the fulfilment of orders by the Seller’s suppliers due to any of the reasons described above.
4. The CLIENT is not allowed, without RBB-STAL’s consent, to transfer the knowledge and information obtained as a result of business contacts with RBB-STAL to third parties in matters covered by trade secrecy.

§ 9. Personal data

1. At RBB-STAL, a Personal Data Security and Protection Policy is in force. The detailed scope of personal data processing for the purpose of execution and settlement of contracts and for marketing purposes is provided in the Information Clause on Personal Data Processing, which is available on the Company’s website and constitutes an integral part of these GTCs.

§ 10. Final provisions

1. Any amendments or supplements to these GTS require a written form to be valid.
2. Any matters not regulated by these General Terms and Conditions of Sale are subject to current written agreements between the parties and the relevant provisions of Polish law.
3. Any disputes that may arise in connection with the parties‘ cooperation in relation to RBB-STAL’s deliveries will be settled by a Polish court having jurisdiction over RBB-STAL’s registered office.