In the General Terms and Conditions of Purchase (GTCP) herein the term:
1. GENERAL RULES
These General Terms and Conditions of Purchase form an integral part of all purchase orders placed by the Buyer with the Contractor. Any deviations from the General Terms and Conditions of Purchase require the joint written confirmation by the Buyer and Supplier under pain of invalidity. The General Terms and Conditions of Purchase apply to all supplies of goods and services resulting from the mutual business relationship between the Buyer and Contractor. If the General Terms and Conditions of Cooperation with the Contractor are in part or in whole in conflict with the Buyer’s General Terms and Conditions of Supplies (as well as any other document of the Contractor), then the Buyer’s General Terms and Conditions of Purchase shall apply in their entirety. In execution of an order, the Contractor recognizes the General Terms and Conditions of Purchase in their entirety. If the Contractor does not agree with the General Terms and Conditions of Purchase, they shall immediately notify the Buyer in writing, before confirming the order. In such case, the Buyer reserves the right to cancel the order.
2. CONFIRMATION AND ACCEPTANCE OF ORDER
Confirmation of each order should be confirmed in writing by the Contractor within three days from the date of its receipt. For the purposes of these Terms and Conditions “confirmed in writing” shall include a paper document, fax or e-mail sent by the Contractor to the Buyer. The signing of the purchase order means acceptance of these General Terms and Conditions of Purchase. The Buyer will view the lack of written confirmation by the Contractor within the above time limit as the tacit acceptance by the Contractor of the purchase order for execution under the conditions laid down in the purchase order in agreement with the General Terms and Conditions of Purchase. Acceptance of a purchase order by the Contractor with derogations requires a written confirmation by the Buyer within three days. The lack of written confirmation by the Buyer of all derogations introduced by the Contractor shall result in cancellation of the purchase order.
3. DELIVERY DATES, CONTRACTOR’S DELAY
Delivery date, its timeliness, quality and quantity are crucial and strategic to the Buyer. Agreed delivery dates are specified and binding and mean the dateof delivery of the goods to Buyer's premises or any other place agreed between Buyer and Contractor. These dates must be strictly observed. In the event of a risk in meeting the delivery date, the Contractor shall be obliged to specify in writing the anticipated duration of the delay and its cause. The lack of information or providing information of the content that delivery cannot be executed in time may be the basis for waiver by the Buyer to the order, with the consequences arising from clause 6 of these General Terms and Conditions of Purchase. The Buyer reserves the right to withdraw within seven days in all or part of the purchase order failed to set out on the date specified in the purchase order and without any obligation to pay any damages. While the Buyer reserves the right to seek compensation from the Contractor for improper performance of the purchase order according to the general principles specified in the Polish Civil Code and reimbursement of costs incurred for replacement of execution of the contract.
4. PLACE AND CONDITIONS OF DELIVERY
The ordered goods will be delivered to Buyer's premises or in any other place laid down in writing between the Buyer and Contractor.
Delivery may be considered incomplete and may be rejected if it is not accompanied by a Certificate of Delivery issued by the Contractor, including the Buyer’s purchase order number, the specification of the shipped (ordered) goods, along with the quantity and value, and all necessary approvals, certificates, and guarantee cards. If these conditions are not met, the Buyer shall not be responsible or liable for the delay in the receiving of this delivery and payment date.
5. DELIVERY RISKS
The Contractor shall be responsible for any damage resulting from any delay, loss or damage caused by incorrect labelling, packaging or shipping identification. The delivery of the ordered goods shall be deemed to have been executed in relation to the fulfilment of the delivery terms and conditions and transferring the risk of an incidental loss or damage to the goods from the Contractor to the Buyer at the moment of the fault-free documented receipt of the subject of the delivery by the Buyer at the agreed place.
In the event of a delay by the Contractor in implementation of the subject of the delivery or failure to achieve by the Contractor of the obligation referred to in point 3. of the General Terms and Conditions of Purchase, the Buyer may, without giving up the right to claim compensation - use one or more of the following rights:
6. GUARANTEE, WARRANTY, RETURNS
Completion of the purchase order will result in granting the guarantee by the Contractor for the delivered goods for the period specified in the purchase order.
The duration of the guarantee shall run for the period and from the date indicated in the purchase order. The responsibility of the guarantee is in accordance with the provisions of the Civil Code. The Buyer shall notify the Contractor of deficiencies found of the delivered goods. Defects found at the time of reception and within the guarantee period the Contractor will remove within the time limit set by the Buyer. Buyer reserves the right to make at the expense of the Contractor the return of all defective goods or require replacement. The Contractor shall take all necessary steps to ensure replacement or repair defective goods at their own expense with all due care. In the event when the Contractor does not remove the notified defect within the prescribed period, the Buyer may remove the defect as a substitute for the Contractor, at their expense, after prior written notice to Contractor. The above is without prejudice to the Buyer’s rights in respect to the contractual penalties, additional compensation and withholding the payment of the Contractor’s invoices, and also does not relieve the Contractor of liability for the guarantee. All goods supplied are covered by 12 months Contractor’s guarantee, if not otherwise agreed. Notwithstanding the benefits of the Contractor’s guarantee, the Contractor shall be responsible for warranty by the provisions of the Civil Code. The period granted by the Contractor’s warranty is equal to the duration of the guarantee given by them.
7. PRICING, INVOICES
The agreed prices are fixed prices, unchangeable, and raising prices after their fixing is not permitted. Prices include delivery to a place of delivery at the Contractor's cost - delivery term "DDP" according to Incoterms 2010, along with packaging, and if the “EXW” delivery term were agreed, according to Incoterms 2010, the transport would be carried out by the freight forwarder approved by the Buyer.
The Contractor has the obligation to affix bar codes of goods that are the subject of this Agreement and to the packing of the goods in packaging appropriate to protect them from damage during delivery.
Invoice must contain the following information:
Failure to satisfy the conditions above will invalidate the invoice and it shall be considered not released. If not otherwise specified, one invoice should be issued to one order.
8. SUBJECT OF THE DELIVERY
The subject of the delivery must be made in agreement with the content of the purchase order, applicable laws and regulations, for which the Contractor will provide the necessary documents, approvals and certificates together with the delivery of the purchased goods. The lack of the required documents will be considered as an incomplete delivery that may involve the denial of its receipt.
9. TERMS AND RESERVATIONS REGARDING PAYMENTS
All payments will be made provided that it is established that delivered goods are free from quality defects. In the event it is detected by the Buyer and the immediate notification of the Contractor about the quality deficiencies in the delivered goods, the Buyer shall have the right to stop completely or partially the payment until quality defects are removed. Receipt of the delivered goods and their payment by the Buyer are also subject to checking the invoice and guarantee rights and/or claims for compensation for losses. Subject to compliance of the delivered goods and invoice to the specifications and clauses of the purchase order, payments will be made by the Buyer by bank transfer to the Contractor’s account within the period indicated on the invoice. The date of payment of the wrongly issued invoices is calculated from the date of the receipt by the Buyer of the correction invoices and extended by the time that has elapsed from the date of receipt of the VAT invoice until the receipt of the correction invoice. Payment of the balance is not confirmed by the supplier obligations under the supply agreement. An invoice is issued, if not otherwise specified, in the currency of the Buyer’s country. VAT should be specified on the invoice.
10. FORCE MAJEURE
Both the Buyer and the Contractor may withdraw from executing the order if the delay occurs without the fault of any of the Parties. As an involuntary delay is considered a delay caused by force majeure, i.e. the incident that could not be prevented or with taking all reasonable care could not be foreseen, by which are meant, in particular, fire, flood, typhoon, earthquakes, epidemics and other unusual, violent weather phenomena.
Any information arising directly from these general conditions of purchase, as well as the information obtained by the supplier in relation to the performance of a contract, including, in particular, all organizational information, commercial and technical specifications associated with the buyer and is not made available to the public, will be considered by the Parties as confidential information, and as such will not be disclosed to third parties. This obligation shall not apply about situations in which the obligation to provide information is due to the mandatory provisions of the law. In particular, the Contractor undertakes to treat as confidential information relating to the volume of trade, prices, discounts, product specifications, logistic arrangements, engineering data, under pain of cancellation by the Buyer of the purchase order for reasons attributable to the Contractor. The Contractor hereby declares that they will not use the confidential information for any other purposes than to the performance of the purchase order and that will provide to this information a reasonable protection appropriate to its confidential nature. The obligation to keep such information confidential remains in force after the completion of the contract and can be repealed only with the written, to be valid, consent of the Buyer.
Any matters not regulated by these General Terms and Conditions of Purchase shall be governed by the relevant provisions of the Polish Civil Code. In the event of a dispute concerning the interpretation or execution of the purchase order and these General Terms and Conditions of Purchase, in which the Parties are unable to resolve their differences amicably, the court appropriate for the place of Buyer shall be the competent authority.
13. FINAL PROVISIONS
Without the Buyer's prior written consent the Contractor shall not be entitled to transfer to another person or burden the rights arising from the execution of the purchase order. These General Terms and Conditions of Purchase shall form an integral part of the purchase order submitted to the Contractor by the Buyer. In the event of any conflict or inconsistency, the purchase order content shall decide. Any amendments and additions to these General Terms and Conditions of Purchase must be in written form to be valid.