GENERAL TERMS AND CONDITIONS

OF PURCHASE OF GOODS AND SERVICES

§1 GENERAL PROVISIONS

  1. General Terms of Purchase apply to orders placed by Wikpol Sp. z o.o., hereinafter referred to as “GTP” Ordering Party” and refers to the sale or delivery of materials, raw materials, parts, prefabricated products or devices, software and any related services / “goods” offered or supplied by an entity referred to hereinafter as “GTP” Supplier “.

  2. These General Terms of Purchase shall apply unless other provisions are agreed in writing between the Ordering Party and the Supplier. The orders and detailed terms agreed in writing with the Supplier shall take precedence over the provisions of these General Terms of Purchase.

  3. If general terms and conditions of purchase or other contractual formats originating from the Supplier in whole or in part contradict these General Terms of Purchase, then these GTP are binding, unless the Parties agree otherwise.

  4. When executing the order, the Supplier accepts in full the obligations arising from these GTP, taking into account the provisions of §1 points 2 and 3.

§2 ORDERS

  1. Orders for goods and services will be submitted in writing. Orders must be confirmed in writing by the Supplier within 3 business days from the date of the order. Written confirmation is considered to be a paper document, fax or e-mail sent by the Supplier to the Ordering Party.

    If the performance of the order in accordance with the specification turns out to be impossible, then the Supplier shall inform the Ordering Party without delay.

  2. The lack of a written confirmation in accordance with §2 point 1 is considered a tacit acceptance of the order to be carried out under the conditions specified in the order and GTP.

  3. The change or supplementation of any of the provisions of the order and / or GTP shall be considered as changing conditions. All changes to the order require explicit written confirmation by the Ordering Party.

  4. In the event of a quantitative extension of the scope of the contract, the Supplier will deliver goods from the extended scope at prices and using the discounts agreed in the original order.

§3 DELIVERY CONDITIONS

  1. The subject of delivery must be made in accordance with the content of the order, applicable standards and regulations.

  2. The ordered goods will be delivered by the Supplier to the place indicated in the order.

  3. Each delivery should be accompanied by a set of delivery documents and a shipping list. These documents should include the order number, the order date, as well as the specification of the item sent, quantity, packaging details, weight and place of acceptance, if indicated in the order. The Supplier shall attach to the delivery: warranty cards, technical documentation related to the goods, such as: operating and maintenance instructions, training instructions, drawings, technical data sheets, product safety cards, plant inspection certificates, certificates of conformity and other necessary approvals.

  4. The supply of software or software-containing goods shall include, for the purpose of maintenance and / or adaptation, any related source code.

  5. The Ordering Party may refuse to accept the delivery if it is impossible or excessively difficult to assign delivery to the order due to incomplete delivery / shipping documents.

  6. The Supplier is liable for damages resulting from loss or damage in delivery caused by improper marking, packaging or shipping identification.

  7. Passing the risk of accidental loss or damage of goods from the Supplier to the Ordering Party takes place at the time of a faultless documented receipt of the subject of delivery by the Ordering Party at the agreed place.

  8. The Ordering Party has the right to postpone the delivery of the ordered goods, in part or in whole. In such a case, the Supplier undertakes to store such goods in warehouses belonging to the Supplier or third parties, until receiving permission to start delivery. The use of the above right will not cause any costs for the Ordering Party/ for the first 30 days /; after such time, the Parties shall determine the costs of storage in the warehouses of the Supplier or third parties.

  9. If the goods do not meet the specifications, the Ordering Party may return the goods to the Supplier at the Supplier’s cost and risk or may notify the Supplier that the goods have been rejected and that they are stored at the risk and expense of the Supplier.

  1. The Supplier declares and ensures that the goods it delivers are free from any physical or legal defects, in particular that they do not violate any intellectual property rights of third parties, in particular any proprietary copyrights, trademark protection rights, patents or rights from the registration of industrial / utility models. The Supplier undertakes, at its own cost, to protect the Ordering Party or to cover all damages, including direct ones and indirect, arising in connection with the delivery of defective goods.

  2. The Supplier’s staff and the subcontractors involved shall be obliged to comply with the regulations and rules applicable at the premises of the Ordering Party and / or final recipient.

§4 DELIVERY DATES

  1. Delivery dates are deadlines specified in the order and indicate the date of delivery of goods to the place of delivery indicated in the order.
  2. The supplier undertakes to comply with the delivery dates indicated in the order. The supplier is responsible for damages resulting from the delay in delivery of the goods.
  3. The supplier undertakes to notify each delivery 3 days in advance.
    In the case of delivery earlier than agreed or delivery not notified, the Ordering Party has the right to return the delivery at the expense of the Supplier, or accept it and store the goods at the cost and responsibility of the Supplier.
  4. Partial deliveries will be accepted by prior written arrangement.
    If the Supplier determines that the agreed delivery date cannot be met for any reason, he should immediately notify the Ordering Party in writing and indicate a new delivery date. If the Ordering Party accepts in writing the date given by the Supplier or sets a different date, then the Supplier shall make delivery in accordance with the new arrangements.

§5 PRICE, ADVANCES

  1. The prices given in the order are binding for the Parties and are not subject to change.
  2. The prices indicated in the order include goods delivered to a specific place of delivery at the expense of the Supplier, unless agreed otherwise.
  3. In the event that advance payments have been agreed, the Supplier is obliged to provide a bank guarantee as collateral, unless the Ordering Party releases the Supplier from this obligation in the order.


§6 INVOICES AND TERMS OF PAYMENT

  1. Invoices will be presented at the delivery.

  2. Provided that the delivered goods and invoices comply with the specification and content of the order, payments will be made by the Ordering Party in the form of a transfer to the Supplier’s account indicated in the invoice and within 30 days of receipt of the invoice or defectless delivery of goods / services, whichever is later, with the reservation that payments will be made every Wednesday, following the invoice deadline, unless agreed in writing otherwise.

  3. The date of debit at the Ordering Party’s account shall be considered as the date of payment.

  4. If the invoice does not contain information required by law or information agreed by the Parties, it may be sent back to the Supplier. In this case, the invoice is considered undelivered, and therefore the payment deadline does not start.

  5. The deadline for payment of incorrectly issued invoices is counted from the delivery of invoices or corrective notes correctly issued to the Ordering Party.

§7 CONTRACTUAL PENALTIES, WITHDRAWAL

  1. Responsibility for non-performance or improper performance of the contract is established in the form of contractual penalties in the following cases and numbers:

    The Supplier pays the Ordering Party contractual penalties:
    ● for withdrawing from the order by the Ordering Party for reasons dependent on the Supplier or by the Supplier for reasons beyond the control of the Ordering Party- in the amount of 20% of the value of the subject of the order;
    ● for delay in the delivery time in the amount of 0.2% of the order value, for each day of delay,
    ● for delay in removing defects found when receiving the subject of the order or during the guarantee and warranty period for defects in the amount of 0.2% of the order value, for each day of delay, counted from the expiry of the deadline set by the Ordering Party for the removal of defects.

  2. The Ordering Party has the right to deduct the accrued penalties from the Supplier’s remuneration.
  3. If the contractual penalty does not cover the damage suffered, the Ordering Party may claim supplementary compensation on generally applicable rules.

  4. In the event of the Supplier’s delay with the completion of the subject of the order over 7 days, the Ordering Party may – without giving up the right to charge contractual penalties and supplementary compensation – use one or more of the following rights:
    ● demand the completion of the contract in whole or in part;
    ● purchase from another supplier, at the expense and risk of the Supplier;
    ● withdraw from the order for reasons attributable to the Supplier without setting an additional deadline, upon written notification to the Supplier.

§8 RESPONSIBILITY FOR DEFECTS

  1. Realization of the order results in the Supplier providing a guarantee for the delivered goods for the period specified in the order, in accordance with the provisions of the Civil Code. The warranty period runs from the date indicated in the order.

  2. Regardless of the rights under the guarantee, the Supplier is liable to the Ordering Party under the warranty in accordance with the provisions of the Civil Code.

  3. The Ordering Party shall notify the Supplier immediately upon receipt of the Goods / performance of the service about the identified defects of the goods / services delivered.

  4. Defects found on delivery and during the warranty period shall be removed by the Supplier within the deadline set by the Ordering Party.

  5. The Ordering Party reserves the right to make the return of all faulty goods at the expense of the Supplier or to request their replacement.

  6. The Supplier shall take all necessary steps to ensure the replacement or repair of defective goods at its own expense with due diligence.

  7. In the event the Supplier fails to remove the reported defect within the prescribed period, the Ordering Party may remove the defect in substitution for the Supplier, at his cost, after prior written notification to the Supplier. The above does not violate the Employer’s rights in the scope of contractual penalties, supplementary damages, as well as does not release the Supplier from liability under the warranty.

  8. The supplier guarantees that the delivery of goods will not violate the rights of third parties.

  9. The Supplier shall release the Ordering Party from all liability for any claims of third parties in connection with goods, parts and materials provided on the basis of a patent, license or proprietary designs. In the case of proceedings conducted in relation to such claims, the Supplier shall provide direct protection of the Ordering Party at his own expense.


§9 INSURANCE

  1. If the Supplier performs the service on the premises of the Ordering Party or final recipient, then the Supplier is obliged to provide the Ordering Party with adequate third party liability insurance of the activity and confirmation that the policy has been fully paid up.

  2. The minimum value of the policy is: PLN 2,000,000.

§ 10 CONFIDENTIALITY

  1. All information resulting directly from these General Terms and Conditions of Purchase, as well as information obtained by the Supplier in connection with the contract, including in particular any organizational, commercial and technical information about the Ordering Party and not made publicly will be considered by the Parties as confidential information and as such will not be disclosed to third parties. This obligation does not apply to situations in which the obligation to provide information results from the mandatory provisions of law.

  2. In particular, the Supplier undertakes to treat as confidential information about the volume of trade, applied prices, discounts, product specifications, logistic agreements, technological data, otherwise the Ordering Party shall withdraw from the order for reasons dependent on the Supplier.

  3. The Supplier declares that it will not use confidential information for other purposes than for the performance of the order and that it will provide this information with adequate protection appropriate to its confidential nature.

  4. The obligation to keep the information in secret remains in force after the order has been completed and may be waived only in writing, under pain of invalidity, with the consent of the Ordering Party.

    § 11 DISPUTES

  1. In matters not regulated by these General Terms and Conditions of Purchase, the relevant provisions of the Civil Code shall apply.

In the event of a dispute regarding the interpretation or performance of the order and these General Terms and Conditions of Purchase, which the Parties are unable to resolve amicably, the General Court in Lublin will be the determining authority.

§ 12 ANTICORRUPTION PROVISIONS

  1. Supplier should prevent any dishonest actions by its representatives in connection with receiving monetary amounts from the Ordering Party.
  2. The Supplier guarantees and undertakes that it will not make any donation or pay the commission to the employee, agent, subordinate or representative of the Ordering Party in connection with the order or any other contract with the Ordering Party.

  3. The Supplier guarantees and undertakes that during the execution of the order and within five years from the end of the last delivery no employee of the Ordering Party will be employed

  4. If the Supplier, or anyone acting on its behalf, violates the above provisions, the Ordering Party is entitled to cancel the order, without legal consequences and may demand payment of a fine of PLN 100,000 for each of the violations.

§ 13 FINAL PROVISIONS

  1. Without the prior written consent of the Ordering Party, the Supplier is not entitled to transfer to another person or to encumber the rights resulting from the contract.

  2. These General Terms and Conditions of Purchase constitute an integral part of the order placed with the Supplier by the Ordering Party. In the event of a conflict or discrepancy, the content of the order is decisive.

  3. All changes and additions to the General Terms and Conditions of Purchase must be made in writing under pain of invalidity.

Konopnica, January 2019 r.