I. DEFINITIONS:
Whenever these Terms and Conditions refer to:
1. Purchaser – means PLASTEM P. Ciupa i T. Teodorczyk sp. j. with its registered office in Janiszewice, Janiszewice 3A, 98-220 Zduńska Wola. Poland.
2. Supplier – means any entity that is the Seller or Supplier of the Products to the Purchaser and any entity performing the Services for the Purchaser;
3. Products – mean any movable item that the Purchaser has ordered from the Seller or the Supplier for performing and / or purchase, in accordance with the generic, quantitative and qualitative specification.
4. Services – mean any work or services performed for the Purchaser by the Seller, the Supplier or the Contractor in accordance with the quantitative and qualitative specifications.
5. Confidential Information – mean all Purchaser’s information of a technical, technological or organizational nature, made available to the Supplier in any form whether or not it is “confidential” or not, in particular ideas, techniques, technologies, schemes, drawings the subject matter of copyright, models, inventions, know-how, devices, software and security systems used, test information and results, experiments, projects and specifications, financial information, commercial and production requirements, lists of contractors, investors and employees and their contact details, business and contractual relationships, business forecasts, marketing plans, third party confidential information (permitted), or other information showing economic value that the use, transfer or disclosure of the unauthorized person may violate Purchaser’s interests.
6. OW – means the General Terms and Conditions for the Sale and Delivery of the Goods and Services.
II. PRELIMINARY PROVISIONS
1. Purchasing of all Products and Services by PLASTEM P. Ciupa i T. Teodorczyk sp. j. shall only be carried out in accordance with the provisions of these General Terms and Conditions for the Sale and Delivery and of Services.
2. The Supplier agrees for priority of the OW in relation to other general terms and conditions of contracts, specimen contracts, regulations introduced by the Supplier.
3. Any breach of the OW is admissible only on the basis of the prior written consent of the Purchaser. The Purchaser’s exclusion from specific use of certain terms and conditions is binding only on a particular order and may not be treated by the Supplier as being in effect for the execution of other orders submitted by the Purchaser.
4. The provisions of the OW shall be communicated to the Supplier by the relevant information contained in the order document and made available on the website www.plastem.pl. If the Supplier is in constant trade relation with the Buyer, acceptance by the Supplier of the OW with only one Order shall mean an acceptance for all other orders and sales, deliveries or orders (services).
5. The Supplier, while entering into the Contract, confirms the knowledge of the OW.
III. GENERAL PROVISIONS
1. The Supplier declares that is the owner of the Products, they are free from physical and legal defects and in particular are not pledged, are free of third party rights and claims, and no legal action is taken against them.
2. The Supplier acknowledges that the Products will be used by the Purchaser as parts of machines, work products or systems sent to customers whose factories are located in different countries, and Supplier is fully liable for damage resulting from defects of Products and for damage that will also be disclosed after sending the installed Products to Purchaser’s Customer.
3. The Supplier acknowledges that the Services will be used by the Buyer as parts of machines, works, products or systems sent to customers whose factories are located in different countries and Supplier is fully liable for damage resulting from defects of Services and for damage that will also be disclosed after installing machines, works, systems or Products at Purchaser’s Customer.
IV. ORDERS
1. The delivery of Products or performance of the Services to the Purchaser may only be effected by an order issued by the Purchaser, which the Supplier shall confirm by giving a statement agreeing to the conclusion of the contract under the conditions specified in the order.
2. The Supplier’s access to the Purchaser’s order means acceptance of the order under the terms and conditions set forth in the OW.
3. The Supplier is obliged to place the order number on all documents and correspondence concerning the performance of the order, the delivery of Products and the performance of the Services.
V. DELIVERY
1. The ordered Products shall be delivered in a manner consistent with the Purchaser’s order. Unless otherwise agreed, the Supplier is obliged to deliver the Products at its own expense to the Purchaser’s registered office, in Janiszewice 3A, 98-220 Zduńska Wola, Poland.
2. With the delivery of the Product to the Purchaser’s address, the Supplier shall provide the Purchaser with all documents required by the Contract or applicable law, and in particular:
a) specification of delivered Products in the form of a WZ document or a copy of a VAT invoice;
b) a quality control certificate – if required.
3. The Supplier is obliged, upon the execution of the Service, to provide the Buyer with the required technical documentation.
4. Lack of the documents referred to in point 2 (a). a) and b) and 3 above shall be considered by the parties to be non-enforceable and shall authorize the Purchaser to execute claims resulting from non-performance or improper performance of the obligation or to:
a) Sending back a delivery to replenish missing documents at the Supplier’s expense,
b) not accepting the delivery and placing the delivery at the disposal of the Supplier and setting a time limit for remedying defects,
c) postponement of the due date, which will be recalculated after removal of the deficiencies.
5. The specifications attached to the shipment must be in exact agreement with the type and quantity of the Product delivered to the Buyer. Otherwise, the Purchaser reserves the right to return the entire Supplier’s delivery at his expense in order to remove any incompatibilities.
6. During transport, the Products must be protected against corrosion and mechanical damage. The lack of appropriate marking or packaging may be considered as a defect in the Product. The delivery should be made in full, without dividing it into parts, unless the Purchaser expresses a prior written consent or is due to an order made by the Purchaser.
7. The transport costs of returned Products as well as the cost of re-shipping Products for replacement are always borne exclusively by the Supplier unless the parties agree otherwise.
8. The risk of loss or damage of the Products, and the burden and benefits shall pass to the Purchaser at the time of receipt of the Products (quantitative and qualitative) at the place of its destination and at the same time that the Supplier delivers the product certificates, warranty cards or other documents specified to the type and timing of their delivery in the Purchaser’s order.
VI. SUPPLIER’S RESPONSIBILITY OF DELAY
1. Terms of delivery of the products specified in the order may be changed only with the prior written consent of the Purchaser.
2. Delivery time for a one-time delivery of Products means the date of receipt by the Purchaser at the place indicated in the order. The delivery date for deliveries of Products in stages is the date of their execution in accordance with the ordering deadlines for execution of the individual stages of the order and their receipt by the Purchaser at the place indicated in the order.
3. Any delivery of Products prior to the scheduled date may take place only with prior written consent of the Purchaser provided that payment for these deliveries will take place within the due date indicated in the order.
4. In case of Supplier’s delay in the delivery of the ordered Products or in the execution of the ordered Services in relation to the dates specified by the Purchaser in the order, the Purchaser may waive in whole or in part the contract without setting an additional deadline. In the event of a delay in the performance of the contract by the Supplier, the Purchaser shall have the right to charge contractual penalties (liquidated damages) of 0.5% of the gross contract value for each calendar day of delay. For performance of the contract, the Parties agree to deliver the Products or to perform the Services free of defects.
5. In the event of withdrawal from the contract by the Purchaser for reasons blamed by the Supplier, the Purchaser shall have the right to impose a contractual penalty (liquidated damages) of 20% of the gross value of the Products or Services ordered, irrespective of the contractual penalties for delays in performance of the contract until the date of termination.
6. The Purchaser has the demand of an indemnity exceeding the amount of the stipulated penalty.
VII. RESPONSIBILITY OF THE SUPPLIER FOR QUALITY OF THE PRODUCT
1. The products shall be suitable for the intended use and should comply with the terms of the contract, in particular: quantity, quality and technical specifications. In case of purchase according to samples received from the Supplier, the Products should be in accordance with the sample accepted by the Buyer and with the package.
2. The Supplier shall be liable to the Purchaser for any defects in the Products or services provided by him. The Supplier shall be fully liable for damage caused to the Purchaser by persons whom the Supplier uses to perform the contract.
3. The Supplier shall be liable to the Purchaser for the compliance of the delivered Products with the security requirements specified by the Purchaser, any specifications and standards specified in the Purchaser’s order, and shall ensure that the Products are marketed in all countries of the world, in particular in all EU Member States and Central-Eastern Europe.
4. At the request of the Purchaser the Supplier shall provide the Purchaser with a quality warranty.
5. The Purchaser is entitled to carry out the inspection of the production process and the quality inspection to verify the proper performance of the contract and the quality of the Products. The Supplier is obliged to provide the Purchaser with the ability to execute the above right within the terms and conditions specified by the Purchaser.
6. When performing the order, the Supplier is obliged to take into account the recommendations made by the Purchaser as a result of the inspection.
7. Any confusions regarding the Purchaser’s documentation, specification or identification of catalog products, the Supplier is obliged to explain with the Purchaser before the commencement of the order.
8. The product must be marked in such a way that it can be clearly identified. For Products made in accordance with the Purchaser’s documentation, their designation must be as described in the documentation.
9. The Purchaser will carry out qualitative and quantitative inspection of the delivered Products as well as their acceptance or refusal without undue delay, however not later than within 21 days of delivery. The fact of not accepting the Products, with indicating the reasons, the Purchaser shall immediately notify the Supplier. Within 7 days from the date of notification of the refusal to accept the Products, the Supplier shall respond to the Purchaser’s decision. Products not accepted by the Purchaser, unless the parties agree otherwise, shall be – within 7 days from the date of refusal by the Purchaser – taken back from the Purchaser and the Supplier shall products free of any defects. Any costs incurred by this shall be borne by the Supplier. The above does not prejudice the Buyer’s claims resulting from the provisions of the warranty for defects.
10. In the event of non-performance of the contract within the time limit or failing to deliver the defective product within the time limit, the Purchaser shall be entitled to entrust the delivery of the Products or the performance of the Services to a third party at the expense and risk of the Supplier without the need of obtaining a permit from the court.
11. If the Products or Services provided are a part of the machine, workmanship, products or systems delivered to the Purchaser’s customer, the Purchaser shall, in the event of disclosing a defect in the Product or Service, be entitled to reassemble the defected part on his own and to charge the Supplier with costs of such reassembling, regardless of the amount of such costs, without having to obtain a permit from the court.
VIII. TERMS OF PAYMENT
1. The agreed price also includes delivery costs to the place indicated in the order, documentation and packaging of the Products unless the parties have agreed otherwise.
2. The invoice / bill may be issued after the Purchaser’s Product has been deliverd, along with any documents related to the Product, including certificates and attestations. The supplier is obliged to issue an invoice / bill in accordance with binding regulations and binding contract parties. In the invoice, the Supplier is obliged to also specify the date and order number of the Purchaser and the date of sending the Product to the Purchaser. To the invoice / bill the Supplier attaches documents indicating the name and address of the carrier.
3. Unless the parties agree otherwise, the date of payment is 30 days and runs from the date of delivery of the invoice / bill issued according with the contract. If the invoice / bill is delivered to the Purchaser before the delivery of the Product together with the required documents, the date of payment shall run from the date of delivery of the Product together with the documents unless the parties agree otherwise.
4. The Purchaser is obliged to make payment in the manner and under the conditions specified in the order accepted by the Supplier.
5. Derogations from the conditions set forth in the order authorize the Purchaser to issue a correction invoice.
6. The payment may done unless the Products are e delivered or the Services are performed (free from defects) and the invoice is issued in accordance with the order.
7. The day of payment shall be deemed to be the date on which the Purchaser’s bank account is debited.
8. The Purchaser is entitled to make a payment by deducting the Supplier’s claims.
IX. PROTECTION OF PERSONAL DATA AND CONFIDENTIALITY
1. The Supplier undertakes to protect the personal data provided in connection with the performing of the order, including the use of organizational and technical means of protection of personal data processed in computer systems, in accordance with the provisions of the Personal Data Protection Act of 28 September 1997 and issued on its basis implementing acts.
2. The Supplier shall ensure that persons who have access to personal data entrusted by the Purchaser know the relevant provisions governing the protection of personal data and have the power to process such data provided by the Personal Data Administrator.
3. The Supplier declares that the personal data of the Purchaser will be used exclusively for the purpose of order fulfillment.
4. The Supplier undertakes, following the completion of the order, to remove any personal data entrusted by the Purchaser by permanently deleting or destroying the media on which they are stored, unless their continued ownership is not justified by the continued commercial cooperation with the Purchaser.
5. The Supplier undertakes to keep the Confidential Information in secret and does not disclose it to third parties and undertakes not to use the Confidential Information for any purpose other than to perform the order.
6. The Supplier may make Confidential Information available to its subcontractors only to the extent that the need to make available results from the execution of the contract, provided that they maintain confidentiality in accordance with the provisions of these OW.
7. The confidentiality obligation binds the Supplier indefinitely.
8. The confidentiality obligations set forth in this paragraph shall not apply to information:
a) which are generally known or have been made available to the public without prejudice to the obligation to keep them confidential;
b) in cases where the Purchaser has given a written consent for their disclosure;
c) information which is required to be disclosed to their public authorities, in accordance with generally applicable law or by a final judgment of a court.
9. Upon request by the Purchaser and in the event of withdrawal from the contract immediately upon receipt of the withdrawal notice, the Supplier shall return the Purchaser all documents, materials and other information media containing Confidential Information.
10. If the Supplier discloses confidential information to other entities (third parties), the Supplier will bear full responsibility for the actions and omissions of such entities as for their own.
11. The Purchaser has the demand of an indemnity exceeding the amount of the stipulated penalty.
X. INTELLECTUAL PROPERTY
1. The Supplier declares that the Products do not infringe the rights of third parties in respect of patents, trademarks, copyrights or any other intellectual property rights, and that their production and sale are not in violation of fair competition and is in accordance with applicable law. Moreover, the Supplier undertakes to redress of damage caused to the Buyer due to the violation of these rights.
2. The Supplier declares that the Services and the manner in which they are performed do not infringe upon the rights of third parties in respect of patents, trademarks, copyrights or any other intellectual property rights, their performance is without prejudice to the principles of fair competition and is consistent with the applicable legal order.
3. The Supplier is not entitled to use the Purchaser’s trade names or trademarks, logos or other identifiers without his written consent.
4. Products manufactured by the Supplier to the Purchaser on the basis of the Purchaser’s documentation or used by the Purchaser may not be offered or sold by the Supplier to any third party or used by the Supplier for its own purposes.
XI. FINAL PROVISIONS
1. The supplier may not transfer the rights and obligations of the contracting party to the third party without the prior written consent of the Purchaser.
2. The contract between the parties shall be governed by Polish substantive law.
3. In matters not covered by these Terms and Conditions, the Polish Civil Code shall apply.
4. If any provision of these Terms is invalidated, the validity of the remaining provisions shall not be affected unless the parties agree otherwise.
5. The place of jurisdiction for both the Purchaser and the Supplier shall be at the registered office of the Purchaser.
6. These OW has been prepared in the Polish language. In case of any conflict or inconsistency between the Polish language version and any translation hereof made for any purpose, the Polish language version shall govern the interpretation and construction hereof and for any and all other purposes.
