Version 2/2026
General Terms and Conditions of Agreements Winkelmann Foundation Screw PL sp. z o.o. sp.k for entrepreneurs (B2B)
CHAPTER I - COMMON PROVISIONS
1. GENERAL INFORMATION:
2. ORDERS:
3. PRICE AND PAYMENT TERMS:
4. WITHDRAWAL FROM THE AGREEMENT
5. FORCE MAJEURE
6. GUARANTEE AND WARRANTY
7. RESPONSIBILITY OF WFS
CHAPTER II - PRODUCT SALES
8. WFS PRODUCTS
9. TERMS OF DELIVERY
CHAPTER III - IMPLEMENTATION OF PILING PLAN
10. PILING PLAN
CHAPTER IV – EXECUTION OF INSTALLATION
11. INSTALLATION - ORDER
12. INSTALLATION - PROJECT DOCUMENTATION
13. INSTALLATION – SCOPE OF WORK, OBLIGATIONS OF THE PARTIES
14. INSTALLATION – COMPLETION DATE, ACCEPTANCE
FINAL PROVISIONS
15. APPLICABLE LAW
16. JURISDICTION OF THE COURT
17. SALVATORIAN CLAUSE
18. COMPLIANCE WITH SANCTIONS
19. CONFIDENTIALITY
20. PROCESSING OF PERSONAL DATA
21. OTHER
22. APPENDICES
CHAPTER I - COMMON PROVISIONS
1.General information:
1.1. These General Terms and Conditions of Agreements ("GTC") apply to Winkelmann Foundation Screw PL sp. z o.o. Sp.k., 305 Jaworzyńska Street, 59-220 Legnica, Poland, referred to as "WFS" and contractual counterparties i.e. "Client" who are entrepreneurs within the meaning of the Civil Code. These GTC do not apply to contracts with consumers. WFS and Client will hereinafter be referred to collectively as "Parties" or separately as "Party".
1.2. Definitions used in the GTC:
1.2.1. Products - means screw pile foundations sold by WFS to the Client's order or available in the current commercial offer of WFS together with accessories. Detailed provisions regarding WFS products are contained in Chapter II Section 8 of the GTC.
1.2.2. Piling plan - means a technical drawing of an auxiliary nature for the Client's designer containing the layout/scheme for the placement of screw pile foundations for a specific structure on a specific property. For the avoidance of doubt, Piling plan does not constitute construction documentation until approved by the Client's designer with the specialization required for the execution of a particular construction project.
1.2.3. Additional Services - means the execution of the installation of Products and/or preparing Piling plan by WFS upon separate order of the Client, together with order for sale and delivery of WFS Products.
1.3. The GTCs shall apply to all deliveries made by WFS to the Client and the performance of Additional Services.
1.4. The GTCs shall apply to agreements and orders regardless of the form in which they are concluded, including agreements concluded in writing, orally, by telephone, and means of communication enabling remote communication. The foregoing is without prejudice to the provisions of item 2.2 et seq. GTC.
1.5. Deviating or supplementary provisions of the Client's general terms and conditions of agreement shall apply only if and to the extent that WFS expressly recognizes them in writing under pain of nullity. WFS does not accept any contractual penalties or indemnity obligations arising from documents unilaterally drafted by the Client, particularly those contained in the Client's general terms and conditions of purchase or codes of conduct, unless a separate, express agreement has been made in this regard.
1.6. WFS reserves the right to modify the GTCs at any time, in accordance with the procedure provided by generally applicable provisions of law. Orders and agreements concluded before the modification of the GTCs are subject to the provisions of the GTCs at the time of conclusion of the agreement.
1.7. If framework agreements or individual agreements have been concluded between WFS and Client, their provisions shall take precedence over the provisions of the GTCs, and the provisions of the GTCs shall only be supplementary to the extent concerned, unless the Parties have expressly agreed otherwise.
1.8. All offers, commercial and marketing information provided by WFS are non-binding in nature, unless they are expressly marked as binding or expressly contain binding obligations or binding nature has otherwise been expressly agreed with the Client. Such documents constitute invitations to place an order and not a binding offer by WFS.
1.9. The information and explanations provided by WFS with respect to its articles do not constitute any assurances as to the existence of the characteristics (features) of the goods, the existence of which the seller informed the buyer prior to the agreement, nor do they constitute a guarantee statement by WFS with respect to the articles. The values provided within the framework of information and explanations should be considered as average values.
2.Orders:
2.1. By placing an order, the Client accepts the GTC and its contents. Each Client has the opportunity to read the GTCs on the WFS website (www.winkelmann-construction.com) at any time.
2.2. Deliveries of WFS Products and performance of Additional Services are made on the basis of individual orders, and the order may be placed by the Client only in writing or via e-mail.
2.3. The order placed by the Client requires confirmation of its acceptance for execution by WFS (the moment the agreement is concluded) in writing or by e-mail. The above also applies to the situation where WFS and the Client have a permanent business relationship. Failure to confirm acceptance for execution of an order within 10 business days means refusal to execute the order (failure to conclude an agreement). Due to the refusal to execute the order, the Client shall not be entitled to any claims against WFS.
3.Price and payment terms:
3.1. The prices of individual Products and Additional Services are specified in the order. The quoted prices do not include any additional costs and fees, including transport, insurance, customs, import and export fees, unless otherwise expressly stated in the order.
3.2. The price for the Products shall be paid before the order is fulfilled and the delivery of the Products and/or Additional Services is performed, by the date and in the amounts specified in the invoice, unless the Parties have agreed otherwise.
3.3. The Client is not entitled to set-off or retention.
3.4. Delivered Products remain the property of WFS until full payment is made (retention of title), in particular, the Client is not entitled to use them in any way or to resell them further before full payment of the price to WFS.
3.5. If Client fails to make payment on time:
3.5.1. WFS shall be entitled, without prejudice to further statutory rights in such cases, to suspend the execution of the current deliveries and demand advance payments or provide a bank or insurance guarantee from an institution acceptable to WFS for the remaining deliveries, and, after the ineffective expiration of an appropriate additional period for the provision of such securities - without prejudice to further statutory rights - to cancel the agreement / order due to the fault of the Client with respect to the still unfulfilled part of the delivery. The Client is obliged in such a situation to compensate for any damages resulting from non-performance of the agreement,
3.5.2. all claims for payment arising from the business relationship with the Client will become immediately due and payable, regardless of extended payment terms, promissory note or installment agreements. Claims for reimbursement and/or discounts shall lapse if the Client is in arrears with payments to WFS.
3.6. In the event of a need for work not covered by the order/agreement for Additional Services, WFS will inform the Client and provide a quotation for such work. WFS shall perform additional or supplementary works only upon the Client's express order and upon payment as specified in Section 3.1 et seq. of GTC.
4.Withdrawal from the agreement
4.1. The WFS, pursuant to Article 395 § 1 of the Civil Code, shall have the contractual right to withdraw if:
4.1.1. The Client fails to cooperate with WFS or delays in providing the relevant information necessary for the delivery of the Products or Additional Services, provided that WFS has previously summoned the Client to perform the Client's obligations and has granted the Client additional time for this purpose,
4.1.2. The Client withholds the possibility of performing Additional Services or fails to provide conditions for their performance, if such condition persists despite the Client's call to remove the causes limiting or preventing the performance of Additional Services and the expiration of an additional period of time, or if the condition persists for more than 30 calendar days, in particular, this means situations such as: failure to provide adequate conditions for the performance of the installation (the presence of waste, debris, bushes and trees at the site of the agreed installation, limitation of the availability of the installation site),
4.1.3. The Client fails to perform the agreement / order in accordance with its content, the content of the GTCs, or improperly performs its obligations;
4.1.4. The Client does not take back or refuses to take back the ordered Products and/or Additional Services, in the situation if they comply with the order,
4.2. WFS has the right to exercise the right of withdrawal within 30 days of the occurrence of the event justifying the withdrawal.
4.3. The above is without prejudice to the right of the Parties to withdraw from the Agreement for non-performance, improper performance or untimely performance obligations under separate provisions of the Civil Code.
4.4. Withdrawal from the agreement should be in writing under pain of invalidity, stating the reason for withdrawal.
4.5. With regard to installation, in the event of withdrawal from the order, the Parties:
4.5.1. shall draw up, within 7 days of withdrawal, an inventory report of the completed installation work as of the date of withdrawal,
4.5.2. WFS will secure the interrupted performance of the installation only to the extent agreed in the inventory report and at the expense of the Party that is responsible for the withdrawal,
4.5.3. In the event that the Client cancels the order / agreement for reasons for which WFS is not responsible, the Client shall be obliged to accept the performed Additional Services interrupted as a result of the cancellation and pay for them.
5.Force majeure
5.1. Force majeure shall mean an event that could not be prevented or counteracted by the affected Party even with the utmost diligence, and which makes the due performance of that Party's obligations impossible in whole or in part, such as fires, floods, earthquakes, strikes, war, mobilization, enemy hostilities, embargoes or orders of authorities, as well as the consequences of an epidemic or pandemic of a contagious disease beyond the Parties' control.
5.2. The Parties shall not be liable for the improper performance or non-performance of their obligations to the extent that such improper performance or non-performance is due to force majeure, provided that the Party affected by the circumstances of force majeure that directly affect the performance of its obligations has promptly, not later than 3 (three) business days after the occurrence of force majeure, notified the other Party thereof.
5.3. If the state of force majeure persists for more than 3 months, either Party may withdraw from the order / agreement for payment of remuneration for Additional Services performed or Products delivered up to the date of withdrawal. The provisions of Chapter I Section 4 GTC shall apply accordingly.
6.Guarantee and warranty
6.1. WFS grants guarantee to Client under the rules regulated in the General Terms and Conditions of Guarantee for B2B (**"GTG"**) attached as Appendix No 1 to these GTC.
6.2. WFS excludes its liability to Client under [statutory] warranty (pl. "rękojmia") for Products delivered and Additional Services performed.
7.Responsibility of WFS
7.1. Unless expressly agreed otherwise in the order/agreement, WFS shall be liable to the Client only to the extent of conformity of the ordered:
7.1.1. Products with the content of the order, i.e., for ensuring that at the time of delivery the Product is in accordance with the description specified in the order and complete, corresponds to the ordered quantity, and is characterized by the quality and functionality specified in the technical documentation of the product in question, including meeting the standards specified by WFS;
7.1.2. Supplementary services with the order, that is, for making accordingly:
with regard to the services of the preparing - at the time of the handover of the Piling plan, it met the criteria set out in the order, was consistent with the information agreed upon with the Client regarding the location, geometry of the construction, geotechnical survey, and structural report, met the standards set by the WFS;
with regard to the installation service that the installation of the Products is carried out in accordance with the Project Documentation and information provided by the Client as well as in accordance with the standards declared by WFS.
7.2. The suitability of screw pile foundations and other WFS articles for the Client's intended use must be checked by the Client before placing an order. The use of screw pile foundations is solely at the responsibility of the Client.
7.3. The Client is responsible for the use of Products in accordance with the product user manual and compliance with the conditions for the use of screw pile foundations specified therein.
7.4. Unless otherwise agreed by the Parties, WFS shall be liable in damages (contractual and tort) to the Client only for damages caused intentionally. In addition, the indemnity liability of WFS so defined resulting from any claims of the Client is limited only to the actual losses incurred, excluding the possibility of claiming, inter alia, lost profits and indirect or consequential damages. The total liability of WFS for damages caused to the Client in connection with the sale of Products or Additional Services is limited to EUR 250,000.
7.5. With regard to the sale and delivery of Products, WFS shall not be liable to the Client, in particular for:
7.5.1. use of the Product inconsistent with the agreement, by which it is understood, in particular, the use of the product inconsistent or contrary to the technical conditions of the product or the product user manual, and for the consequences of such behavior of the Client. In particular, WFS shall not be liable to the Client in the situation of installation of screw pile foundations in conditions not intended for this purpose,
7.5.2. the suitability of the Product for a specific purpose, other than that specified in the technical documentation of the Products or compliance with standards other than those specified by WFS. The suitability of the Product for the execution of a specific purpose (by which WFS means the execution of a project/foundation of a specific object or equipment on foundations made of screw piles) is determined, among other things, by the correct matching of the technical parameters of a given product specified in the technical documentation of the Products with the conditions of a given land and load associated with a specific object. WFS shall not be liable to the Client for the Client's mismatch / inappropriate choice of the type of load associated with a specific purpose and for the consequences of such behaviour,
7.5.3. for defects, damage or non-conformity of the Product with the order resulting from improper transportation, storage, installation or operation of WFS products, by which we mean the consequences of handling the WFS product contrary to or contrary to the conditions specified in the product user manual, as well as delays in transportation.
7.6. With regard to the performance of Additional Services, WFS shall not be liable to the Client, in particular for:
7.6.1. installation of foundations from screw piles (performed by itself or by an entity other than WFS or its subcontractor) that is inconsistent with the piling scheme presented in the Piling Plan,
7.6.2. Provision by the Client of incorrect, inconsistent or outdated data necessary for the preparing of the Piling plan, in particular as specified in Section 10.3 of the GTC,
7.6.3. the occurrence of a change in ground conditions that affects preparing the Piling Plan and/or installation after the provision of the data set forth in Section 10 et seq. of Chapter III of the GTCs, and which change affects the technology of preparing of the Piling Plan with the application of WFS products in the given conditions, (e.g., carrying out earthworks, construction in the vicinity of an airport/railway crossing, which affects the permissible level of vibration/durability of the Product, change in conditions due to groundwater infiltration, occurrence of floods or earthquake),
7.6.4. the unsuitability of the Additional Services for the purposes intended by the Client, if the Client did not inform WFS about them at least in documentary form before concluding the agreement,
nor for the consequences of the above.
CHAPTER II - PRODUCT SALES
8.WFS Products
8.1. WFS Products are construction products that can be used by the Client only for the purpose in accordance with the technical documentation of the Product and only under the conditions specified in the products user manual. The current technical documentation and product user manual of the WFS Products are available on the WFS website (www.winkelmann-construction.com) under the "Downloads" section. The Client must read the technical documentation and the relevant instructions for the purchased Products when buying them and before using them.
8.2. Before using the Products, the Client must verify that the supplied screw pile foundations and/or accessories are as described in the technical documentation and are without visible defects. Defective Products must not be used. Once defects have been inspected and identified, they must be reported to WFS and made available for removal.
8.3. All information provided by WFS on its Products, particularly in offers and printed materials and on the Internet, and the illustrations, drawings, dimensions, properties or performance characteristics contained therein, as well as other information, particularly technical information or ingredient information, are approximate averages. Data on articles that do not bear tolerances, such as those contained in online presentations or catalogues and/or brochures, are also subject to commercially and/or industry-accepted deviations and manufacturing-related variations, particularly due to the materials used.
8.4. The weight of delivered foundation elements, accessories or tools may vary by a maximum of +/- 12% due to production, series and standardization. WFS articles made in such a way are considered to be in accordance with the agreement (order), i.e. the weight falling within the above tolerance does not constitute non-conformity of the goods with the agreement.
8.5. Before using WFS Products, it is necessary for the Client to independently verify that the Client's planned use of WFS Products will be in accordance with the product resistance/capacity described in the technical documentation. Unless the Client has purchased installation services, WFS shall not be responsible for the manner of installation of screw pile foundations by the Client including possible consequences of improper installation.
8.6. The technical documentation of the Products specifies in detail the conditions under which screw pile foundations can be used, as well as the correct method of installation and operation. It also stipulates acceptable conditions for the storage and transport of screw pile foundations. The Client is obliged to comply with all of the above requirements.
8.7. All documents required to obtain a building permit, such as: planning documentation, static calculations, expert reports, test statics in accordance with the relevant technical and construction provisions and general principles of technology to prove the suitability and use or application of screw pile foundations are not included in the contract, unless otherwise agreed by the Parties - and the obligation to obtain them is borne by the Client. Any additional costs resulting from deviations from the provisions shall be borne by the Client.
8.8. WFS declares that the design service life of screw foundation piles in typical mineral soils is at least 25 years. Each case is subject to individual assessment. This assessment is carried out in accordance with DIN 50929-3, Merkblatt 400, and EN 1990 (Eurocode 0).
9.Terms of delivery
9.1. Unless otherwise specified, apply terms of delivery Ex Works (EXW - INCOTERMS 2020) - WFS plant in Legnica, according to the order confirmation.
9.2. Liability and transfer of risk shall take place at the time of handover of the article to Ex Works or, as the case may be, in accordance with other delivery terms of INCOTERMS 2020, if the validity of such terms has been agreed upon by the Parties.
9.3. In the case of delivery on a basis other than EXW, WFS reserves the right to choose the route and means of transportation for the agreed delivery. However, WFS shall endeavor to accommodate the Client's wishes with respect to the mode and route of shipment to the extent possible, and the Client shall not be entitled to any claims in this regard. Any costs arising from delivery on a basis other than EXW, such as, but not limited to, transportation and insurance costs, shall be borne by Client.
9.4. Transfer of WFS articles to the Client or to the forwarder/carrier on behalf of Client or on behalf of WFS is equivalent to the execution of the agreement (delivery) and entitles WFS to issue an invoice for the completed delivery.
9.5. Unless otherwise specified in the order, the maximum delivery period is 90 days from order confirmation by WFS.
9.6. WFS is entitled to make partial deliveries before the delivery date agreed with Client.
9.7. WFS shall be entitled to withhold deliveries in the event of non-performance by Client of its obligations under the agreement or order.
9.8. The Client may not refuse to accept delivery in the event of a non-substantial defect, i.e., among other things, a defect that does not affect the functionality of the WFS article.
9.9. The Client shall be obliged to examine the delivered Products immediately after delivery and report to WFS no later than 14 days after their discovery any defects or nonconformity of the Products with the terms of the Guarantee under pain of forfeiture of Guarantee rights.
9.10. The Client has no right to return WFS Products accepted by himself.
Chapter III - IMPLEMENTATION OF PILING PLAN
10.Piling plan
10.1. Along with the sale of WFS products, regulated in Chapter II of the GTCs, the Client, by separate arrangement with WFS and for a separate fee, may order the preparation of a Piling plan from WFS.
10.2. The scope of ordering the Piling plan does not include the installation of screw pile foundations at the location, unless the Client also orders the installation (under terms of Chapter IV of the GTC).
10.3. Unless otherwise agreed by the Parties in the agreement, in order to prepare the Piling plan, the Client shall provide WFS with the technical documents, at least in form of scan, the current list of which is available on the WFS website (www.winkelmann-construction.com) under the "Downloads" section.
10.4. The Client is responsible for the accuracy of the documents and information provided to WFS and confirms that the data contained therein is factually correct and up-to-date.
10.5. WFS prepares the Piling plan based on the documents and information provided by the Client and is not responsible for any discrepancies between the actual conditions and the documents and information provided by the Client.
10.6. The Piling plan will be prepared within 30 days from the acceptance of the order by the WFS, unless the order individually sets a deadline for the preparing of the plan.
10.7. If, in order to prepare the Piling plan, it is necessary for the Client to submit documentation for review by WFS or from the content of pending proceedings for obtaining decisions/permits, the deadline for preparation of the Piling plan shall run only from the delivery of the required documentation by the Client, and any delay in preparation of the Piling plan caused by the Client's failure to provide the necessary documentation or failure to cooperate in preparation of the Piling plan shall not constitute, a delay or improper performance of the Additional Service by WFS.
10.8. The Piling plan shall be prepared in electronic format and provided to the Client in PDF or DWG form.
10.9. WFS, on the basis of a separate order and for an agreed additional fee, may perform all or part of the tests specified in Clause 10.3 GTC (in which case Clause 7.6.2 of the GTC shall not apply).
CHAPTER IV – EXECUTION OF INSTALLATION
11.Installation - order
11.1. The Client, on the basis of a separate order and for a separate fee, may order from WFS an Additional Service consisting in the installation of WFS Products in accordance with the Project Documentation for a given construction project, on a specific property.
11.2. In the order to perform the installation, the Client indicates:
11.2.1. accurate information about the location of the property and land conditions,
11.2.2. a completed installation conditions form. The form and the list of requirements for installation and stress testing services is available on the WFS website (www.winkelmann-construction.com) under the "Downloads" section.
11.2.3. and attaches the project documentation of the construction work and Safe Work Execution Instructions ("IBWR") signed by the Client.
11.3. Unless otherwise agreed by the Parties in the order/agreement, the Client shall independently determine the ground conditions at the site and shall be responsible for providing WFS with true, reliable and up-to-date information on the ground conditions at the site.
11.4. Depending on the location of the installation site and the type of construction project, WFS may require additional information from the Client before accepting the order confirmation.
11.5. Unless otherwise agreed by the Parties, WFS does not make a prior inspection of the installation site and does not verify the conformity of the Client's information on ground conditions presented in the order.
11.6. Changing the location of installation, technical parameters of Products or changing the information specified in Clause 11.2 and 11.4 of the GTC after confirmation of acceptance of the order for execution by WFS (in accordance with Clause 2.3 of the GTC) requires prior agreement with the WFS and constitutes the performance of additional / replacement work for which WFS is due additional remuneration.
12.Installation - project documentation
12.1. The scope of the project documentation on the basis of which WFS performs the installation depends on the size and specifics of the construction project (these include the construction project and/or technical documentation or Piling plan). Unless otherwise specified in the order, the installation is performed by WFS on the basis of the Piling plan developed by WFS.
12.2. Unless otherwise specified in the order, WFS shall not be obliged to verify the correctness of the project documentation provided by the Client and the solutions proposed therein, nor WFS shall be liable for the consequences of the installation of WFS Products in accordance with such design or plan. If, however, in the course of performing the installation, WFS becomes aware of doubts about the correctness of the solutions in the project documentation or about the need to update it, it shall immediately notify the Client and withhold the installation. In such a case, withholding the execution of the installation does not constitute a delay on the part of WFS. Additional costs resulting from the need for WFS to suspend and resume work in the case in question shall be borne by the Client.
13.Installation – scope of work, obligations of the Parties
13.1. The scope of work within the scope of installation is determined each time individually in relation to the construction project implemented by the Client, on the basis of project documentation. After confirmation of acceptance of the order for execution by WFS (in accordance with Clause 2.3 of the GTC), a change in the scope of the installation (e.g. ordering additional work) requires an annex to the order / agreement. The Client's right to reduce the scope of installation by partial withdrawal from the order / agreement is excluded.
13.2. Unless otherwise specified in the purchase order / agreement, it is within the scope of the installation service and the responsibilities of WFS:
13.2.1. travel to the agreed installation site and perform the installation,
13.2.2. Cooperate with the site / works manager (if required) and follow his instructions on site,
13.2.3. Provide the necessary tools and equipment required for the installation,
13.2.4. Cleaning up the installation site after the execution of the installation.
13.3. The scope of installation services provided by WFS includes the preparation of as-built documentation for the Client.
13.4. WFS is an entity specialized in the execution installation of foundation piles, and has the appropriate qualifications, including all the required by applicable provisions of law for the execution installation and experience in the execution of this type of construction work.
13.5. WFS is authorized to perform the installation with subcontractors.
13.6. Unless otherwise specified in the order / agreement, it is the Client's responsibility:
13.6.1. Provide WFS with the information and documents necessary for the installation referred to in Section 11.2.2 of the GTC above;
13.6.2. making the installation site available for visual inspection at the request of WFS,
13.6.3. securing and fencing the construction site in accordance with the provisions in force,
13.6.4. removal of all installations, trees and shrubs located in the under and above ground parts of the site,
13.6.5. prepare and make available to WFS the installation site on the agreed date and secure the works and tools located on the site for the duration of the WFS installation,
13.6.6. Coordination of WFS work with other Contractors on site,
13.6.7. providing access to media utilities,
13.6.8. Determination of the waste disposal site at the construction site,
13.6.9. provision of construction management (if required by law),
13.6.10. Protocol acceptance of the work performed by the WFS.
13.7. The parties agree that as a result of the execution of the installation of the Products, the Client is a waste generator. Accordingly, the Client undertakes to manage the generated waste at its own expense and bears full administrative, criminal and financial responsibility for damages resulting from improper handling of waste generated as a result of the execution of the installation of WFS Products.
13.8. WFS has liability insurance for its operations, the terms of which it will make available to the Client upon request.
14.Installation – completion date, acceptance
14.1. The execution of the installation will take place on the date agreed by the Parties in the order/agreement, provided that during the period of execution of the installation weather conditions do not occur that prevent or hinder the execution of the installation in accordance with the art of construction.
14.2. WFS is not responsible for any delays caused by weather conditions that prevent or hinder the performance of works included in the installation of the Products, in particular such temperature drop below -10°C or rise above 30°C, rainfall above 0.75 cm/h, wind speed above 35 km/h or others, that prevent or hinder the performance of works that were to be performed at the time. In that case, the deadlines specified in the order/agreement will be extended by at least the length of the period during which such conditions existed, unless the removal of the effects of the aforementioned conditions requires a longer period and taking into account the objective possibilities of The Contractor to proceed with the installation on the new date. Additional costs resulting from the necessity for WFS to stop and undertake work in the case in question shall be borne by the Client.
14.3. In addition, depending on the size and complexity of the construction project, the Client is required to provide WFS with a schedule for the execution of the work and agree on the date of execution of the installation in such a way that it does not interfere with other work in the project. WFS shall not be liable for any delay in the execution of the order/agreement resulting from the need to adjust the date of execution of the installation to other works. Additional costs resulting from the necessity of stopping and undertaking the work in the case in question by WFS shall be borne by the Client.
14.4. Proper completion of the installation is confirmed by the final acceptance protocol signed by the Parties. Unless otherwise agreed by the Parties in the order / agreement, WFS shall notify the Client of readiness for acceptance within 3 days before the scheduled acceptance.
14.5. If defects or faults are found during acceptance, WFS will remove them within an additional specified period, but not less than 15 days, unless a longer period is necessary.
14.6. If the downtime or inability to perform the installation for reasons beyond the fault of WFS exceeds 2 business days, WFS may demobilize personnel and machinery and leave the site of construction installation without liability for damages to the Client. Further work shall be resumed upon receipt of written notification from the Client with regard to providing access to the site of construction installation and readiness to resume work, acceptance of the work and reimbursement of the cost of re-mobilization by the Client at the earliest date agreed upon by the Parties.
FINAL PROVISIONS
15.Applicable law
15.1. All agreements concluded by WFS and orders or deliveries made by WFS are subject to Polish law, excluding the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG, Vienna, April 11, 1980). This also applies to foreign Clients.
16.Jurisdiction of the court
16.1. Any disputes arising out of or related to the cooperation of WFS with Clients will be settled by the court having jurisdiction over the seat of WFS.
17.Salvatorian clause
17.1. If one or more provisions of the GTC shall be or become invalid or ineffective, this shall not affect the validity or effectiveness of their remaining provisions. The invalid or ineffective provision shall be replaced by the provision that comes closest to achieving the purpose intended by the Parties.
18.Compliance with sanctions
18.1. The Client represents that it and, if applicable to the order/agreement, other entities participating in a possible investment made with WFS will comply with any restrictive measures of a legal nature applicable to the order/agreement or applicable to WFS regarding the severance or restriction in whole or in part of economic and financial relations with the relevant third country (entities related to such country) such as trade embargoes or prohibitions on the provision or transfer of funds or economic resources (**"Sanctions"**).
18.2. In addition, the Client declares that he as well as his real beneficiaries and his related entities entering into the execution of the order / agreement with WFS is not subject to any Sanctions, in particular, are not on the sanction lists adopted by the European Union (in particular in Regulations No. 269/2014, No. 765/2006, and No. 833/2014).
18.3. The Client agrees to cooperate with WFS in order to demonstrate compliance with the Sanctions, including, at the request of WFS, the Client will provide the necessary information or documents in this regard.
18.4. If the Client becomes aware of information that has or may have an impact on the content of the above statements, the Client is obliged to immediately inform WFS of this fact and take the necessary measures to avoid violation of any Sanctions.
18.5. In the event of the Client's failure to comply with the Sanctions, including violation of the above representations or the appearance on the part of the WFS of reasonable suspicion of such noncompliance:
18.5.1. The Company shall have the right, at its sole discretion, to suspend or terminate in part or in whole the cooperation with the Client with immediate effect. WFS shall not incur any costs or liability in connection with such suspension or termination of cooperation;
18.5.2. The Client shall be obligated to indemnify WFS for any damages arising from such (suspected) failure to comply with the Sanction. This does not exclude the right of WFS to pursue claims available to WFS on other grounds; and
18.5.3. Client shall indemnify and hold WFS harmless from any and all liability that may arise on the part of WFS due to the above (suspected) failure to comply with the Sanction.
19.Confidentiality
19.1. In the event that the Client, in connection with or during the execution of the agreement / order, comes into possession of confidential information concerning WFS or its business, the Client agrees to keep such information confidential and not to disclose it, transfer it to third parties or use it in any other way than in the execution of the agreement / order, without the prior written consent of WFS under pain of nullity. By confidential information, the Parties mean, in particular, professional, commercial, technical, technological, financial or organizational information concerning WFS.
19.2. The Client shall be liable for any damage caused by a breach of the obligation of confidentiality by the Client, its employees, associates, subcontractors, and any third parties through which the Client performs the agreement.
19.3. In the event of a breach of confidentiality obligations by the Client or the persons referred to above, WFS shall have the right to require the Buyer to pay a contractual penalty in the amount of EUR 10,000 for each instance of breach. This does not exclude the right on the part of WFS to seek compensation on general principles for the actual damage resulting from the breach of confidentiality.
19.4. If the Parties have entered into a separate non-disclosure agreement (NDA), the provisions of the aforementioned agreement shall prevail over the non-disclosure provisions of these GTC, and the provisions of these GTC shall be of supplementary value only.
20.Processing of personal data
20.1. The parties will process the personal data provided, in particular, name, job title and contact details as separate data controllers, under their own responsibility and in accordance with the provisions of the law, including in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation, hereinafter: "GDPR").
20.2. WFS is the administrator of Clients' personal data within the meaning of the GDPR.
20.3. For the purposes of performing the agreement/order, there is a need for the Parties, acting as separate data controllers, to share personal data of employees, associates and representatives of the Parties.
20.4. The parties undertake to implement appropriate technical and organizational measures to ensure the protection of processed personal data. The degree of protection of personal data should be appropriate to the degree of risk of violation of the rights and freedoms of individuals in the event of accidental or unlawful destruction, loss, modification, unauthorized disclosure or unauthorized access to personal data.
20.5. The Client undertakes to provide the entities referred to in item 20.4 of the GTC, acting on the Client's side, with information on the principles of personal data processing by WFS, and shall be fully liable to WFS in this respect. The current template of the WFS GDPR information clause is available at: www.winkelmann-construction.com/en/datenschutz. If the content of the information clause is changed, the provisions of this item 20.4 shall apply accordingly. Regardless, WFS Information Clause (GDPR) constitutes Appendix No. 2 to this GTC.
20.6. The Parties unanimously declare that the execution of the agreement / order / delivery does not involve entrustment of personal data processing (within the meaning of the GDPR). If, in the execution of the agreement / order / delivery, any of the Parties will process personal data on behalf of the other Party, the Parties will enter into an agreement for entrustment of personal data processing pursuant to Article 28(3) of the GDPR before processing personal data. The template of the entrustment agreement will be delivered to the Client by WFS.
21.Other
21.1. WFS, in accordance with Article 4c of the Law of March 8, 2013 on Prevention of Excessive Delays in Commercial Transactions (Journal of Laws 2023, item 1790), declares that it is a large entrepreneur within the meaning of Article 4(6) of the aforementioned Law.
21.2. Subject to statutory exceptions, the Client is not entitled to transfer (assignment) of rights and obligations under the agreement/order.
21.3. These GTC have been prepared in Polish and English versions. In the event of any discrepancy between the Polish and English versions of the GTC, unless the Parties expressly agree otherwise, the Polish text shall prevail.
22.Appendices
22.1. The following appendices form an integral part of these GTC:
22.1.1. General Terms and Conditions of Guarantee Winkelmann Foundation Screw PL sp. z o.o. sp. k. for B2B – Appendix No. 1,
22.1.2. WFS Information Clause (GDPR) – Appendix No. 2.
Appendix No. 1
to the General Terms and Conditions of Agreements Winkelmann Foundation Screw PL sp. z o.o. sp.k. for entrepreneurs (B2B)
General Terms and Conditions of Guarantee Winkelmann Foundation Screw PL sp. z o.o. sp. k. for B2B ("GTG")
GUARANTEE
1. General provisions concerning the Guarantee provided by WFS for Products and Additional Services
1.1 This section of the GTG governs the rights of Clients who are entrepreneurs only.
1.2 WFS guarants to Client that the Products and Additional Services will have the characteristics specified in the GTG for a period of 5 years from the release of the Product to the Client or the performance of the Additional Service ("Guarantee"), unless otherwise agreed by the Parties in the order/agreement.
1.3 Only the risks set forth in Section 3.1 GTG with respect to the Products and in Section 4.1 and/or in Section 5.1 GTG with respect to the Additional Service are covered by the scope of the Guarantee, if non-conformity:
1.3.1 inherent in the Product or Additional Service at the time of its issuance or performance, respectively, to the Entrepreneur
1.3.2 and arose for reasons attributable to WFS, provided that the nonconformity was discovered and promptly reported by the Entrepreneur to WFS during the Guarantee period.
1.4 In particular, the Guarantee does not cover cases:
1.4.1 use of the Products inconsistent with the agreement, which is understood, in particular, the use of the Product inconsistent or contrary to the technical conditions specified in technical documentation of the Product or the product user manual (in particular, WFS is not liable to the Client in the situation of installation of Products in conditions not intended for this purpose), incorrect installation of foundations (inconsistent with the scheme shown in the Piling plan),
1.4.2 improper design of the constructions with the use of the Products or the execution of the constructions by the Entrepreneur with the use of the purchased Products that does not comply with the rules of the art of construction,
1.4.3 unsuitability of the Product and/or Additional Services for a specific purpose of the Client, other than that specified in the technical documentation of the Products Data Sheet of the product. The possibility of using the Product for the execution of a specific purpose (by which WFS means the execution of a project / the installation of a specific object or device on foundation piles) is determined, among other things, by the correct matching of the technical parameters of a given product specified in the technical documentation to the conditions of a given land and load associated with a specific object. WFS shall not be liable to the Client for the Client's mismatch / inappropriate selection of the type of load associated with a specific purpose,
1.4.4 liability for defects, damage or non-conformity of the Product with the agreement/order resulting from improper transportation, storage, installation or use of WFS Products, by which we mean the consequences of handling the WFS Product contrary to or contrary to the conditions specified in the product user manual,
1.4.5 defects in the construction/design project or defects in the building constructed on its basis;
1.4.6 defects or improper performance of the Additional Services as a result of the Client providing inaccurate or inconsistent data necessary for the performance of Additional Services,
1.4.7 nor for the consequences of the aforementioned, in particular defects in objects erected on the Products and/or in the performance of Additional Services.
1.5 WFS's liability under the Guarantee for the Products and Additional Services is limited to the price of the Products or Additional Services, respectively. WFS disclaims its further liability to Client under the Guarantee and for non-performance or improper performance of Guarantee claims.
1.6 Rights and claims under the guarantee shall be vested exclusively in the Client and may not be transferred to other persons without prior consent of WFS expressed in writing under pain of nullity.
2. Reporting guarantee claims for Products and Additional Services
2.1 The Client is obliged to notify WFS immediately, no later than within 14 days from the discovery of nonconformity of the Products or Additional Services with the terms of the Guarantee. The notification should be made in writing to the address: 305 Jaworzyńska Street, 59-220 Legnica, Poland or via email: info@winkelmann-construction.com and contain, at a minimum, information on what order/agreement it relates to and a description of the nonconformities that occur.
2.2 WFS shall respond to the guarantee claims within 30 days of receipt. If additional information or photos are required to process a nonconformity claim, the Client agrees to cooperate with WFS and provide the requested information or make the product available for inspection by WFS under penalty of leaving the claim unprocessed.
3. The scope of the Guarantee in the sale of Products
3.1 WFS guarantees the Client, that the Product properties during the Guarantee period will comply with the fabrication procedures:
3.1.1 will have the properties specified in the technical documentation of the Product (the technical documentation of the Products are available on the WFS website (www.winkelmann-construction.com) under the "Downloads" section), and
3.1.2 will comply with PN-EN ISO 1461:2023-02 Zinc coatings applied to steel products by immersion - Requirements and test methods, and
3.1.3 will be in accordance with PN-EN 1090-1+A1:2012 and PN-EN 1090-2+A1:2024-10 for the performance of steel structures.
3.2 Guarantee rights are extinguished for the Product in the following cases:
3.2.1 Failure to examine the Product promptly after delivery with due diligence in accordance with item 9.9 GTC,
3.2.2 Failure to report the discovery of the Product's nonconformity with the Guarantee within the period specified in item 2.1 GTG,
3.2.3 Failure to comply with the conditions specified in the technical documentation of the Products, installation instructions and instructions for use. The current technical documentation and product user manual are available on the WFS website (www.winkelmann-construction.com) under the "Downloads" section,
3.2.4 installation of the Products in soil of Class III or worse based on DIN 50929-3,
3.2.5 the occurrence of a change in ground conditions that affects the compatibility of the application of Product WFS in the given conditions, whether caused by human interference (e.g., carrying out earthworks, construction in the vicinity of an airport/rail crossing, which affects the permissible level of vibration/durability of the product) or caused by natural phenomena (e.g., a change in conditions due to groundwater infiltration, the occurrence of floods, sinkholes or earthquakes),
3.2.6 altering, changing or damaging the Products or disassembling and/or reassembling them.
3.3 If the Products do not have the properties specified in the Guarantee, the Client shall be entitled to deliver Products with properties in accordance with the Guarantee and new to the place of original delivery, excluding all other costs (in particular, under the Guarantee, WFS does not repair or disassemble and reassemble the Products) or to refund part or all of the sales price. The choice of rights is vested in WFS.
3.4 The Client is obliged to return the advertised products on the day that WFS delivers new products. The replaced defective items become the property of WFS. If the return of the Products is not possible or would require the Client to incur excessive costs, the Parties may agree that the advertised Products will remain the property of the Client. In such case, the provision of item 13.7 GTC applies.
4. Guarantee for the Piling Plan
4.1 WFS guarantees the Client that the Piling plan during the period will be made in accordance with EN 1990 Eurocode 0: Fundamentals of structural design and with other standards specified in WFS offer.
4.2 If the Piling plan does not have the characteristics specified in the Guarantee, the Client is entitled to have the Piling plan corrected or supplemented by WFS free of charge. The foregoing does not affect the liability of WFS for any damage caused by the incorrect execution of the Piling plan under the conditions specified in the GTC.
4.3 Guarantee rights for the Piling plan are extinguished in the following cases:
4.3.1 Failure to report the discovery of the Product's nonconformity with the Guarantee within the period specified in item 2.1 GTG,
4.3.2 the occurrence of a change in ground conditions, after the Client has provided the data specified in the set forth in Section 10.3 of the GTC, and which change affects the validity and/or correctness of the solutions envisaged in the Piling plan for the application of WFS Products in the given conditions, (e.g., carrying out earthworks, construction in the vicinity of an airport/rail crossing, which affects the permissible level of vibration/durability of the product, change in conditions resulting from groundwater infiltration, occurrence of floods or earthquakes),
5. Guarantee for installation of Products
5.1 WFS guarantees to the Client that the installation of the Products during the Guarantee period: will be characterized by compliance with the standard with EN 12699 Execution of special geotechnical works - Displacement piles.
5.2 In addition to the cases specified in item 1.3 GTG, the scope of the installation Guarantee does not include, in particular, any defects and faults of the Product and the object planted on it resulting from:
5.2.1 errors in the project documentation or installation instructions, if they came from the Client or following the Client's instructions in performing the installation.
5.2.2 misuse or improper use of installed Products,
5.2.3 Nor for the consequences of the above.
5.3 Guarantee rights are extinguished in the following cases:
5.3.1 Failure to report the discovery of non-compliance of the installation with the Guarantee within the time limit specified in item 2.1 GTG,
5.3.2 Client's failure to comply with the terms and conditions set forth in the technical documentation, product user manual. The current technical documentation and product user manual are available on the WFS website () under the "Downloads" section,
5.3.3 the occurrence of a change in ground conditions that affects the compatibility of the use of WFS Products in the given conditions, whether caused by human intervention (e.g., carrying out earthworks, construction in the vicinity of an airport/rail crossing, which affects the permissible level of vibration/durability of the product) or caused by natural phenomena (e.g., a change in conditions due to groundwater infiltration, the occurrence of floods or earthquakes),
5.3.4 interfering with, altering, changing or damaging the Products installed by WFS, disassembling and/or reassembling them independently.
5.4 In the event that the installed Products do not have the properties specified in the Guarantee, the Client is entitled to: delivery of products with properties in accordance with the Guarantee and new to the place of original delivery, along with their installation or to refund part of the price for sales and installation. The choice of rights rests with WFS.
5.5 The Client is obliged to return the advertised products on the day that WFS delivers new products. The replaced defective items become the property of WFS. If the return of the Products is not possible or would require the Client to incur excessive costs, the Parties may agree that the advertised Products will remain the property of the Client. Then the provision of item 13.7 of the GTC applies.
Appendix No 2.
to General Terms and Conditions of Agreements Winkelmann Foundation Screw PL sp. z o.o. sp.k. for entrepreneurs (B2B)
WFS's information clause (GDPR)
INFORMATION CLAUSE FOR CONTACT PERSONS FROM CONTRACTORS IN CONNECTION WITH ESTABLISHING COOPERATION WITH THE CONTRACTOR, IN CASE OF OBTAINING DATA FROM SUCH PERSON
1. The administrator of your personal data is Winkelmann Foundation Screw PL Sp. z o. o. Sp.k. based in Legnica ul. Jaworzyńska 305 (hereinafter referred to as the "Administrator"). You can contact the Administrator by sending an e-mail to the following address: dane.osobowe@winkelmann-group.com
2. Your personal data will be processed for the purpose of cooperation with the entity on behalf of which you act. Your personal data will also be processed for the purpose of sending information about industry events organized by the Administrator, as well as for analytical and statistical purposes related to sending them.
3. The legal basis for the processing of your personal data is the legitimate interest of the Administrator, consisting in ensuring contacts necessary to conduct business activities.
4. Access to your personal data will be available to the Administrator's employees, subcontractors and entities providing services to the Administrator (i.e. IT services and technical support), who must have access to the data to perform their duties.
5. Your personal data will be stored for the period necessary to implement and settle this cooperation, which may be extended, where appropriate, by the limitation period for civil law claims.
6. You have the right to:
request access to your personal data, rectification, deletion or limitation of processing, as well as the right to transfer data,
object to the processing of your personal data at any time for reasons related to your particular situation,
submit a complaint to the supervisory authority, i.e. the President of the Personal Data Protection Office.
7. Providing data is voluntary, but failure to provide it will result in the inability to cooperate with the entity on behalf of which you are acting.
8. Your personal data will not be used to make automated decisions, including profiling.