The General Terms and Conditions are applied in business transactions with entrepreneurs.

1. Application

1.1 These General Terms and Conditions are applicable to sales and deliveries of goods carried out by Frauenthal and to the services that have been or are supposed to be supplied/carried out/rendered by Frauenthal, in connection with business activity pursued by Frauenthal, with a natural person, a legal person or an organizational unit without legal personality, whom the act grants legal capacity, that is, pursuing business activity.

1.2 The General Terms and Conditions are made available to the Ordering Party, at the latest at the moment of placing the Order by him/her, and moreover, they are available on the website www.frauenthal-automotive.pl. If the Ordering Party is in permanent commercial relations, the acceptance by the Ordering Party of the General Terms and Conditions at one order shall be assumed as their acceptance for all other orders and contracts of sale or delivery.

1.3. The General Terms and Conditions form an integral part of all the contracts of sale and rendering services concluded with Frauenthal and they apply to them, unless the parties of the contract clearly specify otherwise. Each deviation from application of these General Terms and Conditions requires written form for its validity, with indication of the provisions that are not applicable to a given contract.


2. Definitions applied in the General Terms and Conditions of the company Frauenthal Automotive Toruń Sp. z o.o:

a) The Order – a declaration submitted by persons authorized to representation of the Ordering Party, addressed at Frauenthal, including the will to conclude a contract and the necessary elements of the contract.

b) Frauenthal – Frauenthal Automotive Toruń with its registered office in Toruń, ul. Na Zapleczu 25

c) The Ordering Party – each legal person, natural person, and organizational unit without legal personality that places an Order in the scope of use of goods and services included in the offer of Frauenthal.

3. Offer and contract conclusion

3.1 The Order placed by the Ordering Party is accepted for completion solely basing on the written order placed at Frauenthal.

3.2 The declaration on the part of Frauenthal concerning acceptance of the Order, with reservation of changes or supplementations that do not change the essence of the Order, is understood as its acceptance, taking into account the reservations included in the declaration.

3.3 Any and all changes of the terms and conditions of contract, or any separate oral agreements require confirmation by Frauenthal in written form for their validity and shall only apply to a given transaction.

3.4 Any change in the terms and conditions of the offer or any separate oral agreements are valid at the moment of written confirmation by Frauenthal and shall only be applicable to a given commercial transaction.

3.5 Any and all questions and notes concerning the offer must be directed solely to the person who prepared it, under pain of not taking them into consideration.

3.6 Frauenthal – before proceeding to completion of an Order – reserves the right to carry out a trial batch and possible correction of the offer; lack of acceptance of the corrected offer by the Ordering Party causes its automatic annulment, without necessity of paying any costs by both of the parties.

4. Scope of delivery

For the scope and quality of deliveries and services – unless agreed otherwise – only written Order Confirmation by Frauenthal shall be binding.


5. Price


5.1 Prices specified in offers are binding in the period given in the offer. If no time period is specified, the prices shall be binding in the period when the Ordering Party can declare to Frauenthal without delay, that he/she accepts this offer.

5.2 Prices for goods offered by Frauenthal do not include value added tax VAT, unless it is clearly stated otherwise.

5.3 Costs of delivery to the Ordering Party and any other additional services are specified individually during placing the Order.

5.4 All the other costs that may result in the course of completion of an Order, e.g. repacking, reloading, and other fees and taxes binding in the course of completion of the Order, shall burden the Ordering Party, unless the parties agreed otherwise.

5.5 The services shall not be completed, unless 100% advance payment is effected, basing on issued pro-forma invoice, unless the offer stipulates otherwise.


6. Deliveries


6.1 Dates of completion for the object of the contract given by Frauenthal are for information only. Failure to abide by the date of completion for the object of the contract by Frauenthal authorizes the Ordering Party to pursue the rights granted to him/her by virtue of the act, only in the situation, when Frauenthal – despite specifying in writing the additional time-limit by itself – still fails to execute the object of the Order.

6.2 The time-limit for completion of the object of the Order shall be extended by the duration of the obstacle emerging as a result of circumstances independent of the will of the parties, that is failure to deliver on time by the sub-supplier, Force Majeure event, unexpected disturbances in company operation, transport and customs delays, transport damage, including road blockage, time restrictions in traffic of motor trucks, deficiency of electric energy, deficiencies in materials and raw materials. Frauenthal shall immediately inform the Ordering Party both of the existence of a given obstacle, and of its elimination.

6.3 For the services below, under pain of non-acceptance of the Order, the Ordering Party is obliged to observe the following:

a) Shot blasting and/or coating

- elements must be free from any dirt (oil, coat, grease, etc.);

- provide with protective packaging used for protection of elements after service.

* WARNING! Due to the nature of the technological process (spraying) elements are placed on hangers, hooks, frames, and therefore there is a danger that it may be unpainted in some places.

Unpainted places may also arise in irregularly shaped elements  i.e. deep holes, sharp angles, etc.

We only guarantee coating thickness; corrosion resistance, which depends on degree and type of surface contamination, surface roughness, chemical composition of steel, can be guaranted only after testing and tests in the salt chamber (upon customer request and cost).

b) Hardening

- provide material certificate;

- scope of quality inspection (if required) and the required inspection and measuring documents (hardness testing);

- if quantity (weight) of details for the service consisting in heat treatment is lower than 350kg, the cost of service shall be counted for 350kg (full charge).

6.4 Packing of the elements of the Ordering Party always conforms to the instructions of the Ordering Party. If packaging instructions prove complicated or time-consuming, the price for service may be changed. The Ordering Party is obliged to supply Frauenthal with protective packaging used for protection of its elements after service.

6.5 Receipt of the elements on which the service was performed in case of short-term orders (completion up to 3 weeks) takes place not earlier than after receipt of information on service completion.

6.6 Receipt of goods in case of long-term orders (completion exceeding 3 weeks) takes place on previously defined date placed in the offer, without necessity of informing on the receipt on the part of Frauenthal.

6.7 In case of withdrawal from the Order, in whole or in part, the Ordering Party is obliged to cover all the costs borne by Frauenthal, connected with completion of the Order.

6.8 In case when the Ordering Party decides to use the delivery of the object of the Order completed with the means of transport arranged by Frauenthal, the following mutual regulations shall be binding:

a) The Ordering Party ensures all the necessary means that allow for efficient unloading of a motor truck.

b) Frauenthal reserves the right to change the time and date of the delivery, should any inconvenience appear, over which Frauenthal has no control. In case of occurrence of the above mentioned circumstances, the Ordering Party shall not lodge any complaints connected with delay of the supplier’s service.

6.9 Should no other terms and conditions be agreed with the Ordering Party, Incoterms 2010 shall be binding.


7. Passing of risk, acceptance, receipt


7.1 The risk in delivery of goods shall pass onto the Ordering Party at the moment of handing over of goods to the representative of the Ordering Party, authorized to its receipt, including the forwarder or the carrier. In case of lack of any detailed arrangements, that should be included in the appropriate provisions of the specification on the part of the Ordering Party, the delivery shall take place at the discretion of Frauenthal and without any guarantee in the scope of selection of the fastest and the cheapest way of sending goods. Materials used for packing are counted as own costs and they shall not be returned, except for pallets.

7.2 In case of delay in transport due to circumstances for which Frauenthal is not liable, the risk passes to the Ordering Party, starting from the date of readiness to dispatch. In such a case, Frauenthal is authorized to charge the Ordering Party with the costs connected with storage. Unless it was agreed otherwise, the lump-sum cost is considered to be agreed, in the amount of at least 1% for each month, counting from the value of delivery, which is stored from the moment of reporting of readiness to dispatch.

7.3 Partial deliveries are acceptable.


8. Reservations of ownership

8.1 If the object of delivery is supplied before payment by the Ordering Party of all the amounts due basing on the contract, until the moment of payment of all the amounts due, this object shall remain the property of Frauenthal. The Ordering Party is obliged to cooperate in case of any actions that Frauenthal undertakes to protect its right of ownership.

8.2 Until the moment of payment of full amount due for the object of delivery, the Ordering Party should insure it at his/her own cost, against all risks and damage, in a way that can be demonstrated to a sufficient amount.

8.3 The Ordering Party may not pledge the object of delivery, or transfer the title to it by way of security. He/she shall immediately inform Frauenthal in case of seizure or confiscation, or in case of other disposal by third parties.

8.4 The Ordering Party may resell the object of delivery only with explicit consent of Frauenthal, expressed in writing. The Ordering Party assigns already at present moment to Frauenthal all such amounts due to the amount of value of the account for goods covered by the reservation of ownership, that shall be payable to the Ordering Party from re-sale of goods covered by this reservation. Frauenthal accepts these assignments. The Ordering Party is obliged to inform its recipients about assignment to the benefit of Frauenthal and make available to Frauenthal, at its request, all the documents needed for Frauenthal to pursue such a claim.

8.5 If the Ordering Party is in default in relation to Frauenthal with performance of obligations resulting from the contract, Frauenthal shall be entitled to demand from the Ordering Party the return of goods covered by the reservation, without withdrawal from the contract. Withdrawal from the contract takes place in case of receipt of goods covered by the reservation, only when Frauenthal clearly declares such withdrawal in writing.


9. Liability for defects

9.1 The Ordering Party is obliged to examine the goods on account of quantity and quality, immediately after its receipt.

9.2 If after examination of goods, the Ordering Party finds any quantitative discrepancies with the document of Delivery Note, he/she shall make a written annotation on the above mentioned document and immediately inform Frauenthal of this fact, in order to agree on the further course of action.

9.3 The Ordering Party is obliged to report immediately in writing any possible qualitative defects of goods, not later than within 5 working days after receipt of goods or services, to the e-mail address of the person who prepared the offer.

9.4 Frauenthal is released from any liability on account of warranty, when the Ordering Party knew about the defect at the moment of conclusion of the contract, placement of the Order, presentation of the offer, or delivery of the document of Order Acceptance Confirmation or the document of handing over of goods – Delivery Note.

9.5 If among the goods sold, only some of them are defective, the authorization of the Ordering Party to resign from completion of the Order or to withdraw from the contract concerning completion of this Order, shall be limited to the defective goods.

9.6 If due to physical defect of goods, the Ordering Party withdraws from the contract concerning completion of his/her Order or demands that goods free from defects should be supplied instead of the defective goods, he/she may not send the goods back without previous agreement with Frauenthal.

9.7 Rights resulting from warranty for physical defects shall expire after the lapse of one year counting from the date when the goods were handed over to the Ordering Party.

9.8 Quantitative and/or qualitative questioning of goods shall not authorize the Ordering Party to suspend payments for completed deliveries.


10. Compensation

10.1 Any claims for compensation or reimbursement of expenditure borne by the Ordering Party are excluded, irrespective of their legal basis.

10.2 The subparagraph 10.1 shall not be applicable in the case when the obligation is specified basing on the product liability act, and also in case of gross negligence, life and health impartment and deceitful suppression of defects or failures, that are excluded from guarantee.

10.3 However, any and all claims for compensation or reimbursement should be limited to the damage, that may be rationally combined on account of the character of the object of the contract, unless the damage results from gross negligence or in the case of liability for damage to life, body and health.

10.4 When the Ordering Party, according to this point 10, is entitled to claims, they shall expire along with the lapse of limitation periods in force according to point 9 for claims on account of defects. In case of intentional or deceitful acts and in case of claims based on the act concerning liability for damage caused by the product, statutory time-limits shall be applicable.


11. Other provisions

11.1 The court appropriate on account of the registered office of the Supplier shall be competent for settlement of possible disputes that may arise in connection with the contract of delivery.

11.2 Any and all notices and declarations between the Parties shall be made in writing; if made orally, they shall require immediate written confirmation for their validity.

11.3 These terms and conditions form an integral part of the contract of delivery. The Ordering Party declares that he/she received these General Terms and Conditions and familiarized herself/himself with its contents.


These General Terms and Conditions shall be binding from 01.07.2017.

© 2018 Frauenthal Automotive Toruń sp. z o.o.