General Terms and Conditions
GENERAL TERMS AND CONDITIONS OF PURCHASE OF SCRAP METAL AND MANAGEMENT OF OTHER INDUSTRIAL WASTE
Nicrometal S.A., based in Toruń, at Droga Starotoruńska 5, registered by the District Court in Toruń, VII Commercial Division of the National Court Register under the number KRS 0000420869, NIP 9562054187, REGON 871562746, hereinafter referred to as the “Contractor”, establishes, based on Article 384 of the Civil Code, the “General Terms and Conditions of Purchase of Scrap Metal and Management of Other Industrial Waste”, hereinafter referred to as the “Terms”, as follows:
The General Terms and Conditions contained herein form an integral part of the contracts concluded with our Suppliers. Provisions, agreements, or arrangements that deviate from or supplement these conditions are only valid if they are made in writing. In interpreting the terms used in these conditions, the applicable INCOTERMS 2010 conditions shall apply in case of doubt.
§ 1
Whenever the following terms are used in these Terms, they shall be understood as follows:
- General Terms – the conditions for the purchase of scrap metal and the collection and management of other industrial waste.
- Scrap Metal:
- Chargeable Scrap – prepared scrap; with shape, dimensions, mass, chemical composition, and permissible impurities that allow for economic and safe use as a charge in furnaces used for smelting steel, cast iron, non-ferrous metals, pig iron, and ferroalloys;
- Non-Chargeable Scrap – scrap requiring mechanical or manual processing by the user to obtain the necessary dimensions, shape, and mass, and to remove metallic and non-metallic impurities to the limits permissible by the Polish standard for steel scrap PN-85/H-15000.
- Other Industrial Waste – waste that is not metal scrap, classified according to the catalog contained in the Regulation of the Minister of Climate of January 2, 2020, on the waste catalog (Journal of Laws 2020, item 10) to the appropriate group, subgroup, and type. Industrial waste does not include, according to the aforementioned catalog, waste from group 20.
- Supplier/Seller – an entity, including an entrepreneur within the meaning of Article 43 of the Civil Code, making an offer to conclude a contract or to which the Buyer places an inquiry or order, or with whom a contract is concluded, the subject of which is scrap metal and/or other industrial waste.
- Buyer/Ordering Party – an entity for whom the scrap metal or other industrial waste covered by the order placed with the Supplier by the Buyer is delivered.
§ 2
The provisions of these Terms apply to all contracts for the purchase of scrap metal and the management of other industrial waste, including activities preceding the conclusion of such contracts, in which the Buyer acts as the purchaser or intermediary unless the parties explicitly agree to exclude part or all of these Terms. The exclusion, to be valid, must be made in writing.
§ 3
Unless otherwise specified, the Terms apply in their currently valid version.
§ 4
Unless otherwise agreed in writing by the Buyer and the Supplier, the use of any contract templates of the Supplier is excluded. The Supplier’s contract templates do not apply even if the Buyer does not explicitly object to their exclusion. Acceptance or receipt of goods by the Buyer without explicit reservation or payment by the Buyer for the purchased scrap without objection does not constitute acceptance of the Supplier’s contract templates.
§ 5
The representatives (including employees) of the Buyer are not authorized to include any part of the Supplier’s contract template into the scrap purchase and other industrial waste management contract or to acknowledge its applicability, unless expressly stated in the power of attorney presented by them.
§ 6
In case of discrepancies between the terms of the order placed by the Buyer in writing and the Terms, the provisions of the order shall prevail..
§ 7
The parties shall negotiate all essential terms of the contract. After agreeing on these terms, the Buyer will send the Supplier an order for the purchase of scrap metal or the management of other industrial waste, covering the terms of the contract agreed upon during the negotiations. The lack of immediate written objection from the Supplier will signify acceptance of the agreed terms sent to the Supplier in the form of an order. Acceptance of the agreed terms confirmed by sending the order will also be considered the commencement of deliveries by the Supplier to the Buyer or collections made by the Buyer from the Supplier.
§ 8
Unless otherwise explicitly stated in the order, the price agreed by the parties for the purchase of scrap metal and the cost of managing other industrial waste includes transport to the delivery location specified in the order.
§ 9
The final weight and quality class of the scrap metal delivered by the Supplier shall be determined based on the weight and class indicated by the Buyer. The Supplier is responsible for the correct classification and segregation of other industrial waste.
§ 10
Inspection of scrap metal for defects or non-compliance with quality requirements occurs not earlier than after unloading the scrap at the Buyer’s premises. The inspection of proper segregation and classification of other industrial waste in accordance with the waste catalog will take place during unloading but not later than after unloading the waste from the transport vehicle.
§ 11
- In the event of defects in the received scrap metal or its non-compliance with the contract or order, the Supplier shall compensate the Buyer or the Recipient for the damage incurred in full, including lost profits and contractual penalties imposed by the Buyer.
- If, during unloading, it is found that the waste intended for management differs from what was specified in the contract or order, the Buyer may refuse to unload the vehicle, or if unloading has already occurred, request the Supplier to collect the waste from the place of unloading or agree to accept the waste under another, appropriate code (if possible under applicable administrative decisions) at the price specified by the Buyer. The Supplier shall bear all further costs (including, but not limited to, contractual penalties, administrative fines, and court or administrative proceedings costs) associated with the delivery of non-compliant waste.
- If the Supplier does not collect the waste from the unloading location or does not agree to the Buyer accepting the waste under another code with the appropriate fee (or if this is not possible under applicable administrative decisions), the Buyer shall manage the waste in accordance with its administrative decisions or transfer the waste for management to an entity holding such administrative decisions, at the cost and risk of the Supplier.
§ 12
The Supplier’s liability includes the cost of repair or replacement of the Buyer’s or Recipient’s property (including equipment) damaged due to defects or non-compliance with the contract or order regarding the delivered scrap metal and other industrial waste.
§ 13
The Supplier’s liability under warranty shall not expire earlier than the liability of the Buyer towards the Recipient.
§ 14
The Supplier’s liability includes all damages caused to the Subsequent Recipient or Buyer by the Supplier or its subcontractor (including the carrier), even indirectly related to the execution of this contract. If the Buyer is charged by the Subsequent Recipient with any costs related to damages caused by the Supplier or its subcontractors (including carriers), the Supplier shall reimburse the Buyer for all incurred costs (including compensation, contractual penalties, etc.).
§ 15
In the event of defects such as non-compliance with the declared class or the presence of impurities in the purchased scrap metal or accepted other industrial waste, the Buyer may, at its discretion, demand an appropriate price adjustment, delivery of a defect-free batch instead of the defective scrap, return of the accepted other industrial waste non-compliant with the contract or order to the Supplier.
§ 16
Shipment of scrap metal not covered by the order is at the Supplier’s risk and may be rejected by the Buyer or accepted on terms unilaterally determined by the Buyer. In the case of incorrect classification of other industrial waste by the Supplier before shipment or its improper preparation for transport, the Buyer reserves the right to refuse its acceptance.
§ 17
If the scrap metal or other industrial waste delivered by the Supplier does not meet the quality conditions, the Buyer reserves the right to immediately suspend the contract or withdraw from the contract in whole or in part – a statement of suspension or withdrawal may be delivered to the Supplier in any form, including fax or email. In the event of the Buyer exercising this right, the Supplier shall not be entitled to any claims for suspension or withdrawal by the Buyer.
§ 18
- The Buyer only accepts waste and scrap that has been stored by previous holders for no longer than:
- 1 month for hazardous waste,
- 3 months for flammable and non-hazardous waste,
- The Recipient or Buyer reserves the right to refuse acceptance of waste or scrap if any circumstances indicate that the scrap or waste could have been stored for longer than indicated in paragraph 1, unless the Buyer or Supplier agrees, under the penalty of nullity, to accept waste or scrap stored for a longer period. This period includes all previous holders of the given batch of waste or scrap.
- The conclusion of a contract, acceptance of an order, is tantamount to the declaration of the storage period specified in paragraph 1 by the Supplier and previous holders of the waste. For hazardous waste, the information on the label is crucial.
- For hazardous waste, marking is in accordance with § 9 of the Regulation of the Minister of Climate on specific requirements for waste storage of September 11, 2020 (Journal of Laws 2020, item 1742) referred to as the ‘label’. The label template is specified in the annex to the regulation mentioned in paragraph 4. 4.
- The Supplier is responsible for any damages that may result from misleading the Buyer regarding the period of previous storage of waste or scrap, including but not limited to contractual penalties, administrative fines, damages, or lost profits.
§ 19
- After the compliant delivery, the Supplier must issue a written invoice. The invoice must comply with current legal requirements.
- Before each delivery of scrap metal or waste, the Supplier is obliged to prepare electronic waste transfer cards in the BDO system. The cards must include all required information, including estimated weight in case of the inability to weigh the waste. The generated confirmation of the issuance of cards should be provided to the driver as a document authorizing the start of transport. The Buyer, after receiving the waste, is obliged to indicate the correct weight and waste code through the BDO system.
- For early deliveries, we reserve the right to withhold payment until the date on which payment would be due under the contract, in accordance with the agreed delivery date.
§ 20
In the event of any disputes arising between the parties in connection with the execution of the contract or order, the court with exclusive jurisdiction to resolve them shall be the common court competent for the seat of the Buyer, and disputes shall be resolved based on Polish law.
§ 21
These Terms are effective from January 1, 2021.