Terms and Conditions

The general terms of sale listed below apply to all agreements made via this webshop. (The terms of sale can also be downloaded or printed using the corresponding buttons on other parts of this site).

Terms and conditions

Valid from 18-08-2015

General terms and conditions of supply of Kramp Spółka z o.o.

Paragraph 1. Application of the general terms and conditions of supply

1.1 These general terms and conditions of supply apply to all issued cost estimates, offers and agreements concluded (also electronically) between Kramp Spółka z o.o. [limited-liability company], with its registered office in Modła Królewska, ul. Skandynawska 1, 62-571 Stare Miasto, Poland (hereinafter referred to as “Kramp”), as a seller or supplier, and another entity as a buyer (hereinafter referred to as the “Customer”), that pertain to the sales and supplies of items and associated services (the mentioned items and services are hereinafter referred to as the “Products”) carried out by Kramp for the benefit of the Customer.

1.2 Any terms or conditions of supply that deviate from these general terms and conditions of supply are valid only at the time and to the extent that has been agreed upon by Kramp and the Customer under a written agreement; and even then, the mentioned deviating terms or conditions apply only in relation to the agreement that contains the mentioned terms and conditions. In other cases, these general terms and conditions of supply shall continue to be valid.

1.3 After the agreement is concluded between the Customer and Kramp under these general terms and conditions of supply, or if the Customer knows them or there is a reasonable assumption that the Customer knows them, these conditions shall apply in relation to any subsequent agreement concluded with Kramp, even if, at the conclusion of such a subsequent agreement, no explicit reference to these terms or conditions of supply has been made, or no statement in which these terms and conditions would be expressly regarded as applicable has been made.

1.4 Kramp hereby expressly excludes the application of any general terms and conditions of supply referred to by the Customer.

Paragraph 2. Offers/conclusion of agreements

2.1 All offers that are made by Kramp are subject to the right of withdrawal and are revocable at any time, even if they contain a specified acceptance term.

2.2 If Kramp addresses an offer to the Customer who is an entrepreneur, such an offer may be effectively revoked when a statement of its revocation reaches the Customer before the Customer's declaration of acceptance of the offer is sent to Kramp. In the cases when the offer addressed to the Customer who is an entrepreneur provides that the offer is not revocable, or contains a specified acceptance term.

2.3 Offers can only be accepted in writing. Nevertheless, Kramp reserves the right to consider the acceptance of the presented offer by the Customer in any other way, with the same effect as in the case of written confirmation.

2.4 Every offer, regardless of whether it has been made orally or in writing, shall automatically terminate, if it is not accepted in writing by the Customer within ten working days, unless Kramp decides otherwise.

2.5 Designs, photos, drawings, calculations, dimensions, capacities, weights, performance, models, and other information provided by Kramp, regardless of whether they have been contained in catalogues, brochures, advertisements, websites, etc., are as accurate as possible; however, the Customer undertakes not to rely entirely on their correctness and completeness, unless otherwise agreed in writing.

Paragraph 3. Prices

3.1 All prices quoted by Kramp are exclusive of VAT and other costs and fees (including transport fees), unless other written arrangements have been made.

3.2 Prices of Kramp's products and other fees are determined on the basis of the exchange rates, costs of materials, transport fees and labour costs in force at the time of submission of the offer. If after the submission of the offer or after the conclusion of the agreement Kramp incurs additional costs resulting from an increase in the costs of materials, transport fees, labour costs, import and/or export duties and/or any other type of fees, or costs caused by any changes in the exchange rate, Kramp shall be entitled to charge the Customer with the additional costs thereby incurred.

Paragraph 4. Transport, delivery time, return procedure, packing the supply boxes

4.1 Unless otherwise agreed, Kramp arranges transport of all ordered products to a delivery address.

4.2 “Delivery time” is understood as a period when the products may be delivered, which is indicated by Kramp. Kramp specifies this time according to its best knowledge, based on the information and circumstances known to Kramp at a given moment. Kramp shall endeavour to deliver all products within specified delivery time.

4.3 Specified and/or agreed delivery times are not deadlines, unless otherwise explicitly agreed in writing. Therefore, if the delivery is not made on time, the Customer shall be obligated to send to Kramp written notice of delay indicating a reasonable deadline, taking into account that a period of less than ten working days may not in any case be regarded as a reasonable deadline.

4.4 A delay in delivery does not entitle the Customer to claim compensation for losses or costs, to refuse to accept the ordered products, or to terminate the agreement.

4.5 If the circumstances known to Kramp at the time of determining the delivery time have changed, Kramp has the right to extend the delivery time with the period required to deliver the products.

4.6 Kramp reserves the right to deliver the orders in batches; however, payment terms included in Paragraph 6 below shall apply also to all partial deliveries.

4.7 Unless otherwise agreed, delivery shall be made to the address of the Customer's registered office.

4.8 Unless otherwise agreed, products are considered to be delivered at the moment they are given to the shipper or the carrier, when the shipper or the shipping company delivers the products to the delivery address on behalf of Kramp. If transport is arranged by the Customer, products are considered to be delivered at the moment they are handed over by Kramp to the shipping company.

4.9 If the ordered products are delivered in the absence of the Customer's representative, who is entitled to take delivery of the products, and if at the delivery address there is no secure, lockable space where the shipping company could leave the products, a statement of the shipping company stating that the delivery of the products has been made without deficiencies shall be considered to be a full and sufficient proof that the products have been delivered without deficiencies.

4.10 Kramp does not make reimbursements and does not accept products returned by the Customer, unless Kramp agrees in advance to do so, and the shipment shall be sent in a manner consistent with Kramp terms and conditions. If any products are returned without prior permission, the Customer shall be obligated to cover all costs of transport and storage.

4.11 All Kramp-branded reusable plastic supply boxes marked with the Kramp logo, which are provided by Kramp to the Customer for the purposes of transporting the sold products to the Customer, are at all times owned by Kramp and the Customer is obligated to immediately return them to Kramp.

Paragraph 5. Transfer of risk

5.1 Once the products are delivered, the Customer bears the risk associated with the delivered products. Once the products are delivered, the Customer assumes responsibility for the loss of, damage to or other decrease in the value of the delivered products.

Paragraph 6. Invoices, payment, maturity and security

6.1 Unless otherwise agreed, the Customer acknowledges that instead of sending the originals of invoices in paper form by mail, Kramp shall send to the Customer only the invoices in an electronic format by e-mail.

6.2 Payment shall be made within forty-five days of the date of issue of the invoice, and it shall be made in a currency indicated on the invoice, unless other payment terms are agreed.

6.3 The total amount to be paid by the Customer to Kramp shall become immediately due and payable when one of the following circumstances occurs: a) the payment term has expired; b) the application for bankruptcy has been filed; c) the Customer has become insolvent for reasons for which the Customer is liable, or the security of receivables has been significantly reduced (art. 458 of the Civil Code); d) the Customer has died, or a liquidation or termination has been announced; e) the arrangement proceedings have been started by the Customer or on behalf of the Customer; or the Customer has been put into compulsory administration.

6.4 In the event of a breach of the payment terms, the Customer is immediately deemed, under the law, to be in breach of the obligations, and the statutory interest shall accrue. If interest is accrued under the terms specified in provisions of art. 7 and 8 of the Act on Terms of Payment in Commercial Transactions of 8 March 2013, Kramp shall be entitled, in accordance with art. 10 of the aforementioned Act, to claim compensation for recovery costs in the amount of not less than 40 EUR converted into PLN at the average Euro exchange rate, as announced by the Polish National Bank on the last working day of the month preceding the month in which the cash consideration has become due and payable.

6.5 The Customer is not entitled to deduct the amount of counterclaim, either due or non-due to Kramp, which has been filed by the Customer against Kramp, from the amount due and payable to Kramp, unless Kramp is bankrupt.

6.6 If the Customer is in arrears with payment, the Customer shall be obligated to cover all costs related to debt collection.

6.7 If the Customer has not fulfilled any of their obligations under the agreement towards Kramp, or if Kramp has reasonable grounds to assume that the Customer will become unable to fulfil the aforementioned obligations, Kramp shall have the right to take, at its own discretion, the following actions, without incurring any liability for any damage: a) to require advance payment, adequate security for payment or immediate payment for all current and future agreements at the time of delivery; b) to withhold supplies (as well as preparation and processing of products intended for delivery) without prejudice to the right of Kramp to require the Customer to provide simultaneous or subsequent security for payment; c) to withdraw, with immediate effect, from the agreement in whole or in part that has not yet been fulfilled, after the prior expiry without results of an additional deadline fixed for the fulfilment of their obligations for the Customer.

6.8 Regardless of the specified payment terms, on request of Kramp, the Customer is obligated to provide security for payment that Kramp considers as sufficient for meeting the Customer's financial obligations towards Kramp. If the Customers does not comply with the request within a prescribed period, Kramp shall be entitled to terminate the agreement and claim compensation from the Customer.

Paragraph 7. Complaints

7.1 The Customer is obligated to check the goods immediately after their delivery, and to notify Kramp in writing of any visible defects not later than 24 hours after the delivery. Kramp is not liable for any defects reported after the time specified above and is not obligated to repair or replace the delivered goods, and the Customer has no right to return the goods to Kramp.

7.2The Customer is generally obligated to check the goods for defects other than the ones listed in section 7.1 of this Paragraph. If after checking the goods, the Customer still considers the goods to be defective, or if the Customer is aware of the existence of a defect, the Customer shall be obligated to immediately inform Kramp in writing, not later than eight days from the time at which the Customer became aware or should have become aware of the defect, presenting a sufficiently detailed description of the nature and extent of the defect. If a complaint has been filed in time, the Customer shall be required to allow Kramp to inspect the goods in question. Otherwise, the complaint will not be accepted.

7.3 If Kramp finds the complaint justified, it shall notify the Customer of the time required to make repairs that it shall consider as necessary, or to replace the rejected goods to other goods, which shall be at the discretion of Kramp.

7.4 Complaints of goods that have been filed by the deadline will not be considered, and the Customer will not be allowed to return the goods, if there is reason to state that the goods were modified or repaired without the permission of Kramp, unless such modifications or repairs took place with the consent of Kramp.

7.5 If a complaint is filed after the deadline, or if a complaint is found unjustified, the delivery shall be deemed to be implemented in accordance with the agreement, and Kramp shall be entitled to charge the Customer with the costs incurred in connection with the complaint. Filing a complaint does not entitle the Customer to suspend their payments and does not exempt them from their payment obligations towards Kramp. The Customer is obligated to submit a written complaint regarding the invoice amount to Kramp immediately, but not later than one week from the date of payment.

Paragraph 8. Warranty

8.1 Kramp's warranty obligations pertaining to repair of the goods or prevention of defects in the goods that are delivered by Kramp do not go beyond the warranty obligations undertaken by the Kramp's suppliers towards Kramp.

8.2 Only those defects that have been present but not visible at the time of delivery and that have been disclosed within three months from the time of delivery shall be removed by Kramp, who shall exchange the goods or otherwise remove the mentioned defects, which shall be at the discretion of Kramp.

8.3 The obligation described in section 8.2 applies only to the defects that have not been disclosed although the goods have been adequately checked at the time of delivery, and that have been disclosed under correct use of the product and normal operating conditions. The obligation does not cover defects caused by or related to an incorrect or insufficient maintenance or repairs carried out by or on behalf of the Customer, or defects resulting from normal wear and tear. In addition, no warranty is granted on the goods which were not new at the time of delivery.

8.4 The Customer may claim the rights under section 8.1 and 8.2 only if:

- the Customer notifies Kramp of defects that have been found in accordance with Paragraph 7;
- the Customer presents the information giving grounds for the existence of a defect;
- the Customer ensures full cooperation for Kramp that will allow Kramp to remove the defect within reasonable time.

8.5 The Customer is obligated to return all defective parts to Kramp at the expense of Kramp in order to repair or replace the goods, unless the nature of a defect requires repair at the Customer's location.

8.6 Defective goods replaced by Kramp under this Paragraph shall become, under the law, the property of Kramp.

8.7 The Customer's claim that Kramp does not fulfil its warranty obligations does not exempt the Customer from their obligations under the agreement concluded with Kramp.

8.8 The Customer shall not be entitled to transfer their rights under this Paragraph.

Paragraph 9. Liability

9.1 Taking into account the provisions contained in the remainder of these terms and conditions of supply, Kramp shall in no case be liable for damage that result from any incorrect use of the delivered goods or any use of the goods not in accordance with their intended purpose.

9.2 With the exclusion of the obligations requiring Kramp to comply with the warranty in accordance with the provisions laid down in section 8.1 and 8.2, and with the exclusion of any statutory obligations and liability that has been expressly accepted by Kramp in writing, Kramp excludes all liability for any damage (including any compensation for any direct, indirect or consequential losses, loss of profit and losses resulting from a tort), unless the damage resulted from wilful misconduct or gross negligence of Kramp. In all cases, the liability of Kramp shall be limited to the net amount of an invoice issued by Kramp on the basis of a specific delivery made for the Customer, regardless of whether the matter in question involves direct damage, personal injury, losses caused by delays or other losses.

9.3 Kramp shall not be liable for advice, information, recommendations, etc. that have been given verbally or in writing.

9.4 The Customer takes over from Kramp the liability for claims of other entities for any damage caused by the product that was delivered to the Customer by Kramp. The Customer is obligated to conclude an insurance agreement covering an extent necessary to take over the liability referred to in this Paragraph, in order to provide coverage for this kind of liability.

9.5 The Customer takes over from Kramp the liability claims of other entities regarding the use of designs, photos, drawings, calculations, dimensions, capacities, weights, performance, models, and other data by or on behalf of the Customer.

9.6 The provisions contained in sections 9.1 to 9.5 may be invoked as appropriate by the employees of Kramp.

Paragraph 10. Retention of title

10.1 All products that have already been delivered or that are being prepared to be delivered under the agreements concluded between Kramp and the Customer, shall remain the exclusive property of Kramp until their price is paid, and the claims that Kramp has and will have against the Customer in connection with such deliveries are fulfilled.

10.2 Until the title to the products is transferred to the Customer, the Customer shall not be entitled to transfer ownership to, or impose any encumbrance on the products (including pledging or mortgaging, or granting any other rights to the products to other entities, third entities, or to the benefit of any entities). The Customer agrees to cooperate with Kramp, on Kramp's first request, whenever Kramp requires to establish the right of pledge on claims that the Customer has or will have in connection with a resale of products delivered by Kramp to its customers.

10.3 The Customer is required to use due diligence in storing the products that have been delivered to them by Kramp with retention of title, ensuring that the stored products can be identified as the property of Kramp, and storing them in a place where they are separated from other items.

10.4 Kramp reserves the right to recover the products that it has delivered to the Customer with retention of title, as well as to recover the products that are still at the premises of the Customer, if the Customer is in breach of the obligations pertaining to payment, if any of the conditions set out in section 6.2 occurs, or if there is a risk of the Customer's insolvency. The Customer shall be required, in an indicated time, to provide Kramp with access to to its facilities and/or buildings in order to allow Kramp to inspect the products and/or allow Kramp to exercise their rights.

10.5 The provisions contained in sections 10.1 to 10.4 do not limit any other claims to which Kramp is entitled.

Paragraph 11. Intellectual property rights

11.1 Unless otherwise agreed in writing, Kramp shall retain copyrights and all intellectual property rights to the offers, submitted designs, photos, drawings, prototypes, software, etc., that it issues.

11.2 The right to the information referred to in section 11.1 shall remain the property of Kramp, regardless of whether the Customer has been charged with the costs of their production. The mentioned information may not be copied, used or made available to third entities without the express prior written consent of Kramp.

Paragraph 12. Force Majeure

12.1 In the case of Force Majeure, Kramp reserves the right to terminate the concluded agreement or postpone the time of delivery to the moment when a Force Majeure event ends, while the Customer shall not be entitled to any compensation from Kramp with respect to such matter.

12.2 In the case of Force Majeure, the Customer shall be entitled to terminate the agreement only after a period of six months, and even then such termination shall concern only this part of the agreement that has not been carried out.

12.3 Force Majeure on the side of Kramp includes, among others, every case where after the conclusion of the agreement, Kramp is completely and/or temporarily prevented from fulfilling its obligations under the agreement or executing necessary preparations under the agreement, for example, due to fire, water damage, flood, employee strikes, an occupation of factory, import or export restrictions, government actions, power outages, delays on the part of the suppliers of Kramp, as well as delays in shipment or transport difficulties, and, in addition, any other reasons that are not attributable to Kramp, or for which Kramp bears no risk.

12.4 Kramp shall be obligated to inform the Customer as early as possible about the occurrence of any Force Majeure.

Paragraph 13. Communication

13.1 Unless otherwise indicated, all arrangements pertaining to the performance of the agreement must be made in writing. In these terms and conditions, the expression “in writing” also includes the use of e-mail.

13.2 The Customer shall be obligated to send all requests regarding the performance of the agreement and notifications on delays by registered mail, which must clearly indicate what is required and in what period of time. The same applies to fixing of another final deadline and requests for termination of the agreement. Any request for the termination of the agreement must clearly indicate the grounds on which it is based.

Paragraph 14. Disputes

14.1 To the extent not regulated by the above terms and conditions, the agreement concluded with the Customer shall be subject to the applicable provisions of the Polish law. With respect to the concluded agreements, the application of the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be excluded.

14.2 Any disputes shall be settled exclusively by the common court competent for the registered office of Kramp Sp. z o.o.

Paragraph 15. Excemption (derogation)

From the date of adoption by the Client the present terms and conditions all contracts earlier concluded between the Client and Kramp Sp. z o.o. will be null and void.

August 2015

Specific terms of supply of Kramp Sp. z o.o.

1 Application

1.1 These terms of supply shall apply to all sale agreements concluded as part of the activities of the company, if the conditions of the sale have not been established in a written trade agreement.

2. The order for the goods placed by the buyer and confirmed by Kramp Sp. z o.o. in accordance with the following terms of supply, that are available at the Kramp's Customer Service Department and www.Kramp.com., shall be the basis for delivery.

3. Orders may be placed via an e-shop for the wholesalers at www.kramp.com or by contacting the Kramp's Sales Handling Department.

4. Every confirmed order placed by the Customer is fulfilled, packed and sent, depending on the availability of the goods, from the Central Warehouse in Modła Królewska and/or Strullendorf, and/or Varsseveld, to a single address indicated by the ordering party.

5. The information on the availability of the goods and lead time is visible after logging in the e-shop at www.kramp.com.

6. The right to dispose of the goods

6.1 On the day of issue of the invoice, the right to dispose of the goods as an owner, as defined in the provisions on goods and services tax, is transferred to the purchaser.

7. Lead time

7.1 If a complete order is sent until 12:45 p.m., the goods are sent on the same day in the case of the goods in stock at the warehouse in Modła Królewska;

7.2 For all goods in stock at the warehouse in Strullendorf, the goods are sent from the warehouse in Modła Królewska on the next working day;

7.3 For all goods in stock at the warehouse in Varsseveld, the goods are sent from the warehouse in Modła Królewska after two working days;

7.4. The company reserves the right to suspend the performance of the order until the arrears are settled.

8. Transport costs

8.1 For each order, regardless of value and quantity, lump-sum costs in amount of 10.00 EUR net shall be added.

8.2 Kramp reserves the right to make decisions concerning the way of packing and, thus, the amount of packaging.

8.3 The deadline for the delivery of supplies of the goods that are not included in Kramp's permanent offer, as well as large-sized goods, or the goods of a total weight of more than 2500 kg, shall be agreed upon individually, at the latest within two days from the date of receipt of the order.

9. Additional costs independent of the value of the confirmed order and costs of the basic transport

9.1 When sending the goods that extend beyond the footprint of the Euro pallet, the goods that are long or have a total weight of over 2500 kg, Kramp reserves the option to charge the Customer with the costs of transport (regardless of the value of the consignment);

10 Delivery complaint

10.1 The buyer shall be obligated to immediately check the completeness of delivery in both quantity and quality terms;

10.2 In the event that any damage or loss is found in the delivered consignment, the carrier who hands over the consignment shall be required to promptly develop a “non-compliance protocol” and to make a written remark in the consignment note;

10.3 All pallet consignments shall be wrapped with a black, stretch-type foil and secured with a tape marked with the Kramp logo, or placed in a cardboard packaging secured with a tape marked with the Kramp logo. If a consignment is not secured in the manner described above, this may mean that tampering with the consignment took place; thus, such consignments should not be accepted, and the Kramp's Complaint Department should be informed about the situation;

10.4 Complaints pertaining to any damage to a consignment upon delivery made by the shipping company shall be directed to the Kramp's Complaint Department to the following e-mail address: reklamacja@kramp.com, at all times with the prepared non-compliance protocol;

10.5 Quantitative shortages and qualitative shortcomings in delivery, if any, shall be considered on the basis of a written complaint submitted within 3 days from the date of delivery, which shall be passed to Kramp in Modła Królewska to the following e-mail address: reklamacja@kramp.com.

10.6 For deliveries made by the shipping companies, in accordance with the transport law, the delivery complaint (damage to the consignment, quantitative shortages) shall be documented by preparing the damage protocol, which shall be drawn up, at the request of the Buyer (as a party receiving the shipment), by a courier who delivers the shipment in question, at the latest within 7 days from the date of delivery. The protocol mentioned above constitutes an annex to the complaint filed to Kramp Sp. z o.o. (section 11.5);

10.7 In the case of receipt of the goods at the Kramp Sp. z o.o. Central Warehouse, the Buyer shall be obligated to check the completeness of delivery upon its receipt (in this case, delivery complaints at any later time will not be considered);

10.8 Kramp shall not be liable for delays in delivery of the goods that are attributable to the shipping company, and that result from causes that are directly attributable to third parties and do not depend on Kramp;

10.9 Kramp shall also not be liable for the buyer's losses that are connected with conducting business, loss of profit, loss of time, loss of earnings, and other indirect losses resulting from delay in delivery.

11. Return of the goods

11.1 The Customer sends the list of the goods for return to Kramp in Modła Królewska to the following e-mail address: returns.pl@kramp.com

11.2 Goods returned within 0 to 30 days from the date of issue of the invoice shall be accepted by the Customer on the basis of the Customer's release document, which shall also contain the number of Kramp's sales invoice under which the Customer received the goods. Within 14 days from the date of receipt of the goods, Kramp issues a corrective invoice and sends it to the address of the registered office of the Customer's Company;

11.3. After 6 months from the invoice issue date, returns can not be made.

11.4The cost of delivery of returned goods shall be borne by the Customer.

11.5. Goods at the Customer’s individual order are not returnable.

11.6. Each return is subject Kramp verification.

11.7.Verification rules:

• •Kramp verifies if the goods are returnable in accordance with the following principles: 
  only those goods whose value in the net wholesale unit prices at Kramp exceeds €5 are returnable;
• • the goods that are being returned must be intact, complete and packed in their original packaging; they must be accompanied with the required documentation, and their condition must allow them to be placed directly in the warehouse for the purpose of further resale;
• •only those goods that are included in the current Kramp purchase offer are returnable
• •The above rules apply to all returns made after October 1, 2016.
• •Good to know: For products that have already been registered, it is not necessary to register the return.

12 Kramp reserves the right to change the conditions specified in the rules for order processing in the case of sudden cost changes, and also reserves the right to refuse to fulfil an order in the event of late payments.

August 2015