1. Seller and scope
1.1. These General Terms of Sale (the "Terms") apply to all offers, quotations, order confirmations and contracts for the sale of industrial knives, blades and other cutting parts (the "Products") by Steellogy — Dominika Smurzyńska, ul. Króla Kazimierza Wielkiego 33, 25-633 Kielce, Poland, VAT ID (NIP): PL 9592000954, REGON: 369184244 (the "Seller"), to any business customer (the "Buyer"). "Order" means an individual contract for the supply of Products concluded under these Terms.
1.2. The Seller sells exclusively to businesses (B2B). By placing an order the Buyer confirms that it acts in the course of its trade or profession and not as a consumer.
2. Contract Documents and order of precedence
2.1. The contract between the parties (the "Contract") consists exclusively of: (a) any deviation schedule expressly signed or accepted by e-mail by authorised representatives of both parties; (b) the Seller's order confirmation (the "Order Confirmation"); (c) the Approved Technical Specification identified in that Order Confirmation; (d) the Seller's quotation; and (e) these Terms — in that order of precedence.
2.2. For technical matters, the Approved Technical Specification shall prevail. For commercial matters, the Order Confirmation shall prevail. A provision of an Order Confirmation shall override these Terms only where it expressly identifies the clause being varied.
2.3. Any reference to the Buyer's purchase-order number, supplier portal, supplier manual, quality manual or internal document is for administrative identification only and does not incorporate any terms contained in or linked from it.
2.4. The Buyer's standard terms, purchase conditions and any terms contained in or linked from a purchase order or supplier portal are expressly rejected unless the Seller accepts them in a signed deviation schedule. Commencement of manufacture, delivery, acknowledgement of a purchase order or use of a supplier portal shall not constitute acceptance of the Buyer's terms.
3. Quotations and orders
3.1. Quotations are prepared on the basis of the technical documentation provided by the Buyer — a technical drawing, a dimensioned sketch and/or a sample of the part currently in use. The Buyer is responsible for the accuracy and completeness of that documentation.
3.2. Unless stated otherwise, a quotation is valid for 30 days from its date. Quotations are not binding until the Seller confirms the order in writing (e-mail is sufficient).
3.3. A Contract is concluded when the Seller sends an Order Confirmation. Products are manufactured to order; cancellation is governed by clause 20.
4. Approved Technical Specification
4.1. "Approved Technical Specification" means the written technical specification expressly identified in the Seller's Order Confirmation, including the applicable drawing number, revision, date and any expressly agreed material, heat treatment, hardness, coating, dimensions, tolerances, edge geometry and acceptance criteria.
4.2. No catalogue, previous delivery, OEM component, sample, oral statement, e-mail discussion or website content forms part of the Approved Technical Specification unless expressly incorporated into it.
4.3. In the event of any inconsistency between a drawing, sample, purchase order, machine information or other Buyer-provided document, the Seller may suspend performance until the inconsistency has been resolved in writing.
5. Used samples and reverse engineering
5.1. Any used, worn, damaged, modified or reconditioned sample supplied by the Buyer is a reference object only. It does not constitute evidence of the original dimensions, tolerances, material grade, heat treatment, hardness, coating, edge geometry, service life or performance of the original component, except to the extent that a particular characteristic is expressly recorded in the Approved Technical Specification.
5.2. Where the Seller prepares a drawing or technical proposal from a sample or incomplete information, the drawing and all stated assumptions must be approved by the Buyer before manufacture. The Buyer's approval confirms that the drawing correctly reflects the required fit, interfaces and intended application disclosed by the Buyer.
6. Buyer design and Seller proposal
6.1. Where Products are manufactured according to a drawing, specification, sample or instruction provided or approved by the Buyer, the Buyer remains responsible for the suitability of that design for the Buyer's machine, process, operating conditions and intended use.
6.2. Any material, hardness, geometry or manufacturing recommendation made by the Seller constitutes a technical proposal based on the information and assumptions available at that time. Unless a measurable performance criterion is expressly included in the Approved Technical Specification, such proposal does not constitute a guarantee of service life, number of cycles, wear rate, production output, absence of chipping or fitness for a particular purpose.
6.3. The Seller shall exercise reasonable professional care in preparing a proposal but shall not be responsible for consequences arising from incomplete, inaccurate or undisclosed information concerning the Buyer's machine, installation, processed material, contaminants, operating parameters or maintenance.
7. Meaning of compatibility
7.1. Any reference to compatibility with a machine, model, OEM component or part number means only that the Product is intended to correspond to the interfaces, dimensions or other characteristics expressly stated in the Approved Technical Specification.
7.2. Compatibility does not mean that the Product is manufactured, approved, authorised, endorsed or warranted by the relevant OEM. It does not imply identical material, service life, wear behaviour, production output or performance unless expressly confirmed through measurable acceptance criteria in the Approved Technical Specification.
8. Changes and Buyer-caused delay
8.1. No modification to the quantity, drawing, revision, material, hardness, geometry, tolerances, documentation, packaging, delivery requirements or other specification shall be binding unless confirmed in a written change order issued or accepted by the Seller (a "Change Order"). A Change Order shall specify any resulting adjustment to price, delivery date, work in progress, raw materials, scrap, subcontractor commitments and renewed validation or inspection.
8.2. Oral instructions, comments entered in a supplier portal and communications from technical personnel who are not authorised representatives shall not modify the Contract.
8.3. The Seller shall be entitled to a reasonable extension of time and reimbursement of resulting costs where performance is delayed by missing or late drawings, samples, approvals, information, prepayments or other Buyer cooperation.
9. Prices and payment
9.1. Prices are net prices; VAT and other applicable duties are added at the statutory rate. Unless agreed otherwise, prices do not include transport, packaging beyond the Seller's standard packaging, or insurance.
9.2. Payment terms are stated in the quotation or Order Confirmation. The Seller may require prepayment, in particular for first orders. Payment is deemed made when credited to the Seller's bank account.
9.3. In the event of late payment the Seller may charge statutory interest for late payment in commercial transactions and the recovery costs provided by law, and may suspend further deliveries and the acceptance of new orders until all outstanding amounts are settled.
9.4. Retention of title. The Products remain the property of the Seller until the purchase price has been paid in full.
10. Delivery
10.1. Delivery is made under the Incoterms® 2020 rule stated in the Order Confirmation (typically EXW, FCA or DAP, agreed per order). Risk passes to the Buyer in accordance with the agreed Incoterms rule.
10.2. Delivery dates are determined with due care and are approximate unless expressly confirmed as fixed. The delivery period does not begin until all technical details have been agreed and any agreed prepayment has been received.
10.3. The Seller is entitled to make partial deliveries to a commercially reasonable extent.
10.4. Where a delay attributable to the Seller exceeds 30 days beyond a confirmed fixed date, the Buyer may, after granting a reasonable grace period in writing, withdraw from the delayed part of the Order; further claims are excluded to the extent permitted by law.
10.5. The Buyer shall inspect the Products immediately upon delivery. Visible transport damage and quantity discrepancies must be reported in writing within 7 days of delivery.
11. No commercial guarantee — contractual remedy
11.1. Except where an Order Confirmation expressly states otherwise, the Seller does not grant a commercial guarantee (gwarancja jakości) within the meaning of Articles 577–581 of the Polish Civil Code.
11.2. The statutory warranty for defects (rękojmia) is excluded to the fullest extent permitted in transactions between businesses.
11.3. If the Buyer proves that, at the time risk passed, a Product materially failed to comply with the Approved Technical Specification, the remedies expressly stated in this clause constitute the Buyer's exclusive contractual remedies for that nonconformity. At the Seller's option, the Seller may: (a) repair the affected Product; (b) replace the affected Product; or (c) credit the net price paid for the affected Product.
11.4. The contractual remedy is available only where the Buyer notifies the Seller in writing within 7 days after discovery of the alleged nonconformity and no later than 6 months after delivery. These periods define the availability of the contractual remedy and do not purport to alter any statutory limitation period which cannot lawfully be modified by agreement.
11.5. No representation or guarantee is made concerning service life, number of operating cycles, wear rate, production output, absence of chipping or fitness for a particular purpose unless a measurable acceptance criterion is expressly included in the Approved Technical Specification.
12. Excluded circumstances
The Seller shall not be responsible for nonconformity, failure or damage resulting from: (a) normal wear and tear; (b) incorrect installation, alignment, mounting, torque or adjustment; (c) operation outside the conditions disclosed to the Seller; (d) inappropriate machine settings, guarding or maintenance; (e) foreign objects, tramp metal, contamination or unsuitable processed material; (f) corrosion, improper transport or storage after risk has passed; (g) regrinding, repair, modification or heat treatment not authorised by the Seller; (h) continued use after a defect or abnormal behaviour became apparent; (i) a Buyer design, instruction, drawing, sample or specification; or (j) failure to follow written instructions expressly provided for the relevant Product.
13. Claim preservation and investigation
13.1. Upon discovering a suspected nonconformity, failure or safety incident, the Buyer shall immediately stop using the affected Product where continued use may increase the damage or prejudice the investigation.
13.2. The Buyer shall quarantine the affected batch and preserve: (a) the Product and all fragments; (b) relevant processed material; (c) packaging and batch identification; (d) installation and maintenance records; (e) machine settings and operating data; (f) photographs taken at the time of discovery; and (g) all other evidence reasonably relevant to root-cause analysis.
13.3. The Buyer shall not alter, regrind, destructively clean, dismantle for destructive examination or dispose of relevant evidence without first giving the Seller, its insurer and appointed expert a reasonable opportunity to participate in a documented joint inspection. This restriction does not prevent immediate action required by law or reasonably necessary to protect life or health.
13.4. Where the Buyer's failure to preserve evidence materially prevents a reliable root-cause analysis or prejudices the Seller's defence, the Seller's responsibility shall be reduced to the extent of that prejudice.
13.5. Acceptance of a return, issue of an RMA number, inspection, preparation of an 8D report, replacement or interim technical assistance shall not constitute an admission of defect, causation or liability.
14. Burden of proof and causation
14.1. Subject to mandatory law, the Buyer must establish: (a) the applicable Approved Technical Specification; (b) a material deviation from that specification existing when risk passed; (c) the actual loss claimed; and (d) an adequate causal connection between the proven deviation and that loss.
14.2. The occurrence of breakage, wear, reduced service life or machine stoppage shall not, by itself, establish that the Product was nonconforming or caused the alleged loss.
15. Aggregate liability cap
15.1. The limitations and exclusions in these Terms apply to every claim arising out of or in connection with an Order, irrespective of its legal basis, including nonconformity, breach of contract (art. 471 et seq. of the Polish Civil Code), contractual remedy, negligence, tort, indemnity, misrepresentation and any failure of an exclusive remedy, to the fullest extent permitted by law.
15.2. All claims arising from the same or substantially related act, omission, alleged defect, root cause or batch shall be treated as one "Claim Event". They shall be subject in aggregate to a single applicable liability cap, irrespective of the number of Products, deliveries, claimants, legal bases, remedies or notices.
15.3. The Seller's total aggregate liability for a Claim Event shall not exceed the net price paid or payable for the specific Products directly giving rise to that Claim Event.
15.4. Nothing in these Terms excludes liability to the extent that its exclusion is prohibited by mandatory law, including liability for damage caused intentionally.
16. Named excluded losses
16.1. In no event shall the Seller be liable, whether such loss is characterised as direct, indirect, consequential or otherwise, for: (a) production downtime, machine stoppage or idle labour; (b) loss of output, profit, revenue, contracts, business opportunity, anticipated savings or goodwill; (c) loss of or damage to processed material; (d) sorting, containment, rework, removal, reinstallation, calibration, cleaning or expedited freight; (e) procurement of substitute goods or services; (f) field-action, withdrawal or voluntary recall costs; (g) internal administration charges or internal hourly rates; (h) contractual penalties, service credits, chargebacks or indemnities imposed on the Buyer by its customer; or (i) amounts paid under any voluntary settlement concluded without the Seller's prior written consent — except to the extent that such liability cannot lawfully be excluded.
16.2. The Seller shall not be liable for liabilities voluntarily assumed by the Buyer towards its customer or another third party unless the Seller expressly accepted that specific liability in the Order Confirmation.
17. Recall, field action and third-party claims
17.1. The Buyer shall immediately notify the Seller of any alleged personal injury, material property damage, regulatory enquiry, third-party claim or potential field action involving a Product.
17.2. The Buyer shall not make an admission, settle a third-party claim or initiate a voluntary recall, withdrawal, sorting campaign or field repair at the Seller's cost without the Seller's prior written consent. The Seller and its insurer shall be given a reasonable opportunity to participate in the investigation, defence, root-cause analysis and any decision concerning corrective action.
17.3. This restriction does not prevent urgent action required by mandatory law or reasonably necessary to protect life or health, provided that the Buyer promptly informs the Seller, preserves available evidence and limits the action to what is reasonably necessary.
17.4. Any recoverable cost must be reasonable, documented, mitigated and causally attributable to a proven nonconformity for which the Seller is legally responsible.
18. Set-off, withholding and debit notes
18.1. The Buyer may set off or withhold payment only in respect of a claim that is: (a) expressly acknowledged in writing by the Seller; or (b) finally determined by a court having jurisdiction.
18.2. Any set-off must involve the same Buyer and Seller legal entities and the same contractual relationship. No cross-affiliate or cross-contract set-off is permitted.
18.3. A debit note, supplier chargeback, internal cost calculation, NCR, SCAR or 8D request does not by itself create or establish a debt owed by the Seller. The Buyer shall pay every undisputed portion of an invoice when due.
19. First article approval
Where the Order Confirmation provides for first article inspection, the Seller may condition serial manufacture on the Buyer's written approval of a first article; the Buyer's approval confirms conformity of the first article with the Approved Technical Specification for the purposes of the remaining quantity.
20. Cancellation and termination for convenience
20.1. An Order for custom-made Products may not be cancelled without the Seller's written consent.
20.2. If the Seller agrees to cancellation, or if the Buyer terminates an Order for convenience, the Buyer shall pay for: (a) completed conforming Products; (b) work in progress; (c) non-cancellable raw materials and components; (d) committed subcontractor costs; (e) reasonable cancellation and demobilisation expenses; (f) storage, handling and disposal costs; and (g) other documented commitments reasonably incurred for the Order.
20.3. Ownership of work in progress, materials, tooling or documentation shall transfer to the Buyer only after full payment of the applicable amounts.
21. Buyer-provided intellectual property
21.1. The Buyer represents and warrants that it lawfully possesses and is authorised to use and disclose every drawing, sample, specification, trademark, part number, technical file and other material supplied to the Seller.
21.2. The Buyer shall indemnify and defend the Seller, its employees, agents and manufacturing partners against third-party claims, injunctions, losses and reasonable defence costs arising from the Seller's accurate performance of Buyer-provided documentation or instructions. This indemnity does not apply to the extent that a claim results from an unauthorised independent modification knowingly introduced by the Seller.
21.3. The Buyer shall promptly notify the Seller of any known patent, registered design, confidentiality obligation or other restriction relevant to the requested Products. The Seller may suspend or refuse performance where it reasonably suspects that manufacture or delivery may infringe third-party rights.
22. Seller background IP and manufacturing know-how
22.1. All pre-existing and independently developed know-how, manufacturing methods, metallurgy knowledge, CNC programs, heat-treatment parameters, fixtures, tooling concepts, inspection methods and general technical solutions remain the exclusive property of the Seller. Delivery of Products does not transfer any intellectual property rights in the Seller's manufacturing process or technical documentation.
22.2. Buyer-owned tooling exists only where the relevant tooling is expressly identified as Buyer-owned, separately priced and fully paid for.
23. Confidentiality and manufacturing partners
23.1. Each party shall protect the other party's confidential information using at least reasonable care and shall use it only for performing or receiving performance under the Contract. On request, the parties conclude a separate NDA before drawings or samples are exchanged.
23.2. Confidential information may be disclosed on a need-to-know basis to employees, professional advisers, insurers, qualified subcontractors and manufacturing or heat-treatment partners who are bound by appropriate confidentiality obligations.
23.3. The confidentiality obligation does not apply to information which the receiving party can demonstrate: (a) was lawfully known without restriction; (b) became public without breach; (c) was lawfully received from a third party; or (d) was independently developed without use of the confidential information. Disclosure required by law or a competent authority is permitted, provided that the disclosing party is notified in advance where legally permitted.
23.4. The obligation applies for 5 years after disclosure. Trade secrets remain protected for as long as they retain the legal status of a trade secret. The Seller may retain archival copies required for legal, insurance, quality-control and evidentiary purposes.
24. Subcontracting and protected persons
24.1. The Seller may use qualified manufacturing, heat-treatment, coating, logistics and testing subcontractors in performing an Order. The Seller remains responsible for their performance only to the extent and within the limitations applicable to the Seller under the Contract.
24.2. Every limitation, exclusion, defence and liability cap available to the Seller shall also benefit its employees, agents, representatives, subcontractors and manufacturing partners. To the fullest extent permitted by law, the Buyer shall not pursue a claim against such persons where the claim arises from performance of the Contract and could have been asserted against the Seller.
25. Force majeure
The Seller is not liable for any failure or delay caused by events beyond its reasonable control, including raw-material or energy supply disruptions, transport disruptions, strikes, acts of authority, epidemics, war or natural disasters. If such an event continues for more than 60 days, either party may withdraw from the unperformed part of the Order; the Buyer shall pay for Products already manufactured or in progress.
26. Sanctions and export controls
26.1. Each party shall comply with applicable sanctions, export-control and customs laws. The Buyer shall provide accurate information concerning the consignee, end user, end use and destination upon request and shall not divert the Products in breach of applicable law.
26.2. The Seller may suspend or refuse performance without liability to the extent that performance is prohibited, requires an unavailable authorisation or would expose the Seller to a material risk of violating applicable sanctions or export-control laws.
27. Entire agreement and non-reliance
27.1. The Contract documents listed in clause 2.1 constitute the entire agreement concerning the relevant Order. The Buyer confirms that it has not relied on any statement, forecast, estimate, website content, catalogue description, sample, previous delivery or representation which is not expressly incorporated into the Contract documents.
27.2. Nothing in this clause excludes liability for intentional misrepresentation to the extent that such liability cannot lawfully be excluded.
28. Authorised representatives and amendments
28.1. Only persons expressly authorised to negotiate commercial terms may approve amendments, waivers, liability assumptions, penalties, indemnities or departures from these Terms. Instructions or statements made by technical, production, quality or logistics personnel do not modify the Contract unless confirmed by an authorised representative in writing.
28.2. No failure or delay in exercising a right constitutes a waiver.
29. Governing law and jurisdiction
29.1. These Terms and all Contracts concluded under them are governed by Polish law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
29.2. All disputes shall be resolved by the Polish common court having jurisdiction over the Seller's registered office.
29.3. These Terms are published in several language versions; in case of discrepancies the English version prevails, unless mandatory law provides otherwise.
30. Final provisions
30.1. The Seller may amend these Terms; the version in force on the date of the Order Confirmation applies to a given Order.
30.2. Should any provision of these Terms be invalid or unenforceable, the remaining provisions remain in force; the invalid provision shall be replaced by a valid one closest to its commercial purpose.
30.3. Contact for matters related to these Terms: info@steellogy.com, +48 732 059 424.