General Terms and Conditions of Purchase

  • GENERAL PROVISIONS
    • Purchasing goods and services (hereinafter referred to as “goods” by Stalobrex sp. z o.o. (hereinafter referred to as the Purchaser) may take place only in a manner that conforms to the provisions of these General Terms and Conditions of Purchase, hereinafter referred to as the Conditions (or “GTCP”).
    • The Supplier consents to the priority of application of these Conditions over general conditions of contracts, contract models and rules introduced by the Supplier.
    • Any deviation from application of the Conditions by the Supplier shall be permissible only on the basis of the Purchaser’s prior written consent. The Purchaser’s waiver of application of specific provisions of these Conditions in particular cases shall be binding only with respect to a specific order and may not be treated as binding by the Supplier in the fulfilment of any other orders placed by the Purchaser.
  • ORDERS
    • The Purchaser shall place orders in writing, by fax or e-mail. Persons acting on the Purchaser’s behalf must demonstrate their power to act on the Purchaser’s behalf.
    • The Supplier shall confirm acceptance of the order in writing, by fax or e-mail. Persons acting on the Supplier’s behalf must demonstrate their power to act on the Supplier’s behalf. Once the Supplier proceeds to fulfil the Purchaser’s order, it shall mean that the order has been accepted in accordance with the conditions laid down therein and with the provisions included in these Conditions.
    • The Purchaser shall be entitled to modify the order with respect to the quantity, quality and date of delivery of the goods and services within eight days at the latest before order fulfilment, if a modification in the said respect leads to a change of the price. The new price shall take into account the scope of the modification applied.
  • CONTRACT CONCLUSION
    • The Contract shall be concluded once confirmation of order acceptance by the Supplier, acting through persons authorised to represent the Supplier, has been delivered to the Purchaser, and if such confirmation has not been submitted – once the Supplier proceeds to fulfil the order placed. The provisions of the contract shall be determined by the order placed by the Purchaser, by the confirmation of order acceptance and by these Conditions.
    • Any changes to the provisions of the contract made by the Supplier without an agreement with the Purchaser shall not be binding for the Purchaser and may result in cancellation by the latter of an earlier order and in withdrawal from the contract. The Supplier shall have no right to damages in that case. All changes to this contract after its conclusion need to be made in writing, otherwise they shall be deemed invalid.
    • If the Purchaser and the Supplier are bound by a framework contract on the supply of goods, incorporating these Conditions as an integral part, they shall be binding for each order placed by the Purchaser, without the need to deliver them to the Supplier each time.
  • INSPECTION
    • The Purchaser shall be entitled to perform an inspection of the Supplier’s manufacturing process in order to determine the correct performance of the contract and quality of the goods. The Supplier shall be obliged to ensure that enforcement of the above right is possible for the Purchaser within the dates and under the conditions reported by the Purchaser.
    • During order fulfilment, the Supplier shall be obliged to take into account the instructions presented by the Purchaser during the inspection.
    • Tooling designed and produced at the Purchaser’s expense in relation to the fulfilment of the order shall constitute the Purchaser’s property and may be used exclusively to fulfil the Purchaser’s orders. The tooling shall be put at the Purchaser’s disposal at any time and may be destroyed only upon the Purchaser’s prior written consent.
  • DELIVERY
    • The goods ordered shall be delivered in a manner that complies with the Purchaser’s order. The goods shall be free from defects.
    • The Supplier shall submit a delivery document to the Purchaser together with the goods delivered. The delivery document shall contain the complete number and date of the Purchaser’s order, a definition of the range and quantity of the products delivered. A copy of the delivery document should be submitted to the Purchaser with confirmation of receipt.
    • Delivery should be performed complete, without division into parts, unless the Purchaser has given its prior consent in writing or unless it results from the order placed by the Purchaser.
    • The goods delivery dates indicated in the order may be changed only upon the Purchaser’s prior consent.
    • Potential delivery of the goods before the period agreed upon may take place only upon the Purchaser’s prior consent, subject to the provision that payment for such deliveries shall take place within the due period indicated in the order.
    • All goods shall be delivered in accordance with Incoterms 2010 – DDP Wysoka.
    • Costs of transport of returned goods as well as costs of shipment of goods for replacement shall always be borne exclusively by the Supplier, unless the parties decide otherwise.
    • Ownership of the goods, the risk of their loss or damage as well as the obligations and benefits shall pass to the Purchaser after quantitative and qualitative acceptance of the goods in the place of destination and simultaneous submission by the Supplier of material approvals, guarantee cards or other documents whose types and submission dates were specified in the Purchaser’s order.
  • PAYMENT TERMS
    • The price determined shall also include the costs of delivery to the place indicated in the order, of documentation and of goods packaging, unless the Purchaser decided otherwise in the order placed.
    • The invoice may be issued after the goods have been released to the Purchaser together with all the related documents, including certificates and approvals. The Supplier shall be obliged to raise the invoice in accordance with the applicable regulations in force and with the contract binding the parties. In the invoice, the Supplier shall also be obliged to state the date and the number of the Purchaser’s order and the date on which the goods were sent to the Purchaser. The Supplier shall enclose documents to the invoice stating the name and address of the carrier.
    • Payment shall be due in 30 days and the period shall run from the date of delivery of the invoice raised in accordance with the contract to the Purchaser. If the invoice is delivered to the Purchaser before delivery of the goods together with the required documents, the time for payment shall run from the date of delivery of the goods together with the documents, unless the contract states otherwise.
    • The Purchaser shall be obliged to make the payment in the manner and in accordance with the conditions defined in the order accepted by the Supplier.
    • The payment date shall be deemed to be the date on which the Purchaser’s bank account is debited.
    • The Purchaser shall be obliged to make the payment by setting off the amounts due to the Supplier against the amounts payable by the Supplier to the Purchaser.
  • LIABILITY, STATUTORY WARRANTY FOR DEFECTS AND GUARANTEE
    • The goods should be suitable for their intended use and they should conform to the conditions defined in the order, in particular with regard to quantity, quality and technical specifications. In the case of purchase according to models received from the Supplier, the goods should conform to the sample accepted by the Purchaser and to the packaging specified in the catalogue.
    • The Purchaser shall perform a qualitative and quantitative inspection of the goods delivered, as well as accept them or reject them without undue delay. The Purchaser shall inform the Supplier immediately about non-acceptance of the goods. The Supplier shall take a stance on the Purchaser’s decision within three days after notification about non acceptance of the goods. Unless the parties decide otherwise, the Supplier shall collect goods not accepted by the Purchaser within 8 days of refusal to accept them by the Purchaser, and deliver products free from any defects to replace them. All the related costs shall be borne by the Supplier. The above provision shall be without prejudice to the Purchaser’s claims under regulations concerning the statutory warranty for defects.
    • The Supplier shall be liable towards the Purchaser for all defects in goods it delivers or services it renders, also if the defect in the goods is revealed after the Purchaser has modified the goods. The Supplier shall bear full liability for damage inflicted upon the Purchaser by the persons the Supplier uses in the performance of the contract.
    • The Supplier shall give the Purchaser a quality guarantee at the Purchaser’s request.
    • All technical, design-related and technological data as well as plans and designs submitted to the Supplier by the Purchaser for the purpose of order fulfilment may be used by the Supplier only and exclusively for that purpose, and the Supplier shall not be entitled to make them available, publish them or hand them over to any other party without the Purchaser’s consent. The Supplier shall bear full liability for failure to comply with the above prohibition.
    • The Supplier shall be liable towards the Purchaser for compliance of the goods delivered with safety requirements defined by the Purchaser as well as with all specifications and standards defined in the Purchaser’s order, as well as guarantees that the goods were admitted to trading in the territory of Poland and of the European Union.
    • The Supplier guarantees that use of the goods it delivers does not constitute infringement of patents, trademarks, registered utility models or symbols, whether Polish or foreign, or of other rights resulting from industrial or intellectual property, and also undertakes to repair all damage to the Purchaser as a result of infringement of such rights. The Supplier undertakes to respect all industrial and intellectual property rights of the Purchaser.
    • In case of a delay in the performance of the contract by the Supplier, the Purchaser may demand a contractual penalty in the amount of 0.5% of the gross price determined in the contract for each day of delay in contract performance. The Purchaser reserves the right to claim damages in the amount of the damage incurred.
    • If the Supplier is in delay with the delivery of the goods, the Purchaser shall be entitled to withdraw from the contract in total or in part. The Supplier shall not be entitled to any claims towards the Purchaser in relation to this.
  • TERMINATION
    • The Purchaser shall be entitled to cancel an order already placed or to withdraw totally or in part from the contract concluded, notifying the Supplier about it and without calling upon the Supplier additionally to perform, in the following cases:
      • if the Supplier declares liquidation and discontinuation of activities;
      • if the Supplier divides its enterprise, merges it with another enterprise or transfers it;
      • if the Supplier fails to perform any of the obligations under the order or under these Conditions.
  • FINAL PROVISIONS
    • The Purchaser’s infringement of its obligations under the contract with the Supplier shall not authorise the Supplier to withdraw from all the contracts binding the parties.
    • The Supplier may not transfer rights and obligations under the contract binding the parties to a third party without the Purchaser’s prior written consent.
    • The Parties subject the legal relationship between them to the Polish law.
    • The Civil Code shall apply to all matters not governed by these Conditions.
    • If individual provisions of these Conditions are found to be invalid, this shall not have an impact on the validity of the remaining provisions, unless the parties decide otherwise.
    • The competent court for resolving disputes resulting from contracts concluded under the conditions laid down in these Conditions shall be the court having jurisdiction over the Purchaser’s registered office.
    • The GTCP have been made in Polish and in English. The Polish version shall prevail between the parties.
    • These conditions shall enter into force on 1 July 2011, and previous general terms and conditions of purchase shall cease to be effective on that date.