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General Terms and Conditions of Purchase

I. DEFINITIONS

- “Buyer” – means ARGO sp. z o.o.,
- “Seller”/ “Supplier” – means a natural person, company or other entity to which an order is addressed/ means a domestic or foreign entity selling commercial goods to “Buyer”,
- “Goods” – means the subject of the order/agreement to be executed for the needs of the “Buyer”,
- “Parties” – shall mean the “Seller” and “Buyer” jointly,
- “Order”/ “Agreement” – means a purchase order, i.e. a statement made by “Buyer”, addressed to “Seller” or an agreement concluded between “Buyer” and “Seller”, the subject of which is the delivery of Goods or services to the Buyer.

 

II. GENERAL PROVISIONS

1.  These General Terms and Conditions of Purchase apply to all purchase agreements made by “Buyer” and form an integral part of the Order/Agreement.
2.  Any deviations from the General Terms and Conditions of Purchase, including any additional changes to the arrangements, suspensions, termination of terms and conditions must be made in writing, otherwise being null and void, and must be accepted by both parties.
3.  The Buyer’s withdrawal from the application of strictly defined purchase conditions in special cases shall be binding only and exclusively on a specific Order/Agreement.
4.  When executing an Order/Agreement, the Seller fully recognises the General Terms and Conditions of Purchase. If the Seller does not agree with the General Terms and Conditions of Purchase, he/she is obliged to notify the Buyer in writing immediately before confirming the Order/performance of the Agreement. In such a situation, the Buyer reserves the right to withdraw the order.
5.  If the General Terms and Conditions of Purchase conflict with the terms and conditions of cooperation between the Parties or the General Terms and Conditions of Sale, the General Terms and Conditions of Purchase shall apply in their entirety.


III. CONCLUSION OF THE AGREEMENT/CONFIRMATION AND ACCEPTANCE OF THE ORDER

1.  The condition for concluding the agreement is placing an order by the Buyer in writing, by e-mail, by phone, by fax. Correspondence on procurement may be carried out by the abovementioned means. The Purchase Agreement shall be concluded upon confirmation by the Seller of the order acceptance for execution, on the terms and conditions resulting both from the order content and these General Terms and Conditions of Purchase.
2.  Changes to the order made by the Buyer are possible, each time they require written, e-mail form and confirmation of both Parties in this form.
3.  The Buyer's order may be confirmed by the Seller in writing, by e-mail or by fax, by persons authorised to act on his/her behalf.
4.  Failure by the Seller to promptly confirm, in the prescribed forms, an Order for execution compliant with the terms specified in the Order and with the General Conditions of Purchase shall be deemed tacit acceptance by the Seller of the Order.
5.  The Seller's accession to execution of the Buyer's Order shall be tantamount to full acceptance of both the detailed terms and conditions of the Order and these General Terms and Conditions of Purchase.


IV. CONDITIONS AND DELIVERY DATES

1.  The ordered Goods must be delivered in accordance with the terms of the order contained in the Order/Agreement. The quantities, prices, delivery dates and delivery periods agreed by the Parties shall be binding for the Seller. The Goods shall be delivered to the Buyer's registered office or to any other place previously agreed between the Buyer and the Seller.
2.  Unless otherwise agreed, the costs of transport, insurance and packaging shall be borne by the Seller.
3.  The Seller/Supplier is obliged to inform the Buyer of any situation that may affect the timely delivery of the Goods. However, this information shall not relieve the Seller/Supplier of its obligations under the Order/Agreement. Change of delivery date agreed in the Order/Agreement requires the written consent of the Buyer. Lack of the above-mentioned information indicating that the delivery cannot be performed on time may constitute the basis for withdrawal from the Order by the Buyer, as well as the reason for the Seller's liability for non-performance or improper performance of the Order by the Seller in the form of contractual penalties.
4.  The Buyer reserves the right to withdraw, within 7 days, in whole or in part, from an Order not fulfilled within the period specified in the Order, without being obliged to pay any damages. At the same time, the Buyer reserves the right to claim damages from the Seller for improper performance of the Order/Agreement on general principles specified in the Civil Code and reimbursement of costs incurred for substitute performance of the Order.
5.  The Buyer shall have the right to carry out an inspection at its own expense to verify the progress of the performance of the Order/Agreement by the Seller, informing the Seller 5 days in advance of the date of such inspection.
6.  No later than 7 days before the agreed date of shipment, the Seller shall send to the Buyer a dispatch note with the following information: Order/Agreement number, method and expected date of shipment, shipment specification with the number, weight, dimensions and contents of packaging, together with all instructions necessary for proper transport and unloading of the Goods.
7.  Each delivery shall be accompanied by transport documents, which shall enable the deliveries to be clearly identified, checked for quantities and, if necessary, the material safety data entries. Moreover, all documents necessary for proper acceptance and use of the Goods should be delivered together with the Goods, in particular:

- a copy of the invoice,

- shipment specification with number, weight and contents of packages,

- complete documentation of the goods,

- attestations, certificates, guarantees,

- instructions for proper storage of goods.

    These documents should include the Buyer's order number and date, quantity and assortment of the Goods.

8.  The date of execution of the Order/Agreement shall be the date on which the Goods are delivered to the Buyer in accordance with the terms and conditions set out in the Order/Agreement and shall be consistent in terms of type and quantity.
9.  Partial deliveries, unless otherwise stated in the Order/Agreement, require the written consent of the Buyer. For partial deliveries, unless otherwise stated in the Order/Agreement, the delivery date shall be the date of the last partial delivery.
10.  The Buyer may refuse to accept the goods if due to incomplete delivery documents or bill of lading it is impossible to assign the delivery to a specific order or it requires excessive costs, as well as if it does not meet the specification from the Order/Agreement and if the Goods are damaged.
11.  In the case of Goods imported from outside the territory of the European Union, the Seller is responsible for admitting the Goods to trading in the customs territory of the European Union in accordance with the regulations in force in the Union. On import deliveries, due to customs rules, the goods shall be accompanied by an invoice in duplicate. Simplifications are allowed in this case only after prior written confirmation by the Buyer.
12.  If import documents are required to determine the purpose of the subject of shipment, the Seller is obliged to arrange and deliver them to the Buyer at its own expense. If customs procedures are required, the Seller shall provide a certificate of origin. This certificate is required for each shipment. Unless otherwise agreed, the clearance shall be carried out by the Seller.
13.  The Seller/Supplier shall deliver the Goods in a package adapted to their type, mode of transport and storage so as to deliver them intact. Each packing unit shall bear on the outside legible information in accordance with the requirements of the transport regulations, as well as any instructions for special storage conditions. The above information should include the order number, batch number, exact name of the Buyer, delivered quantity, gross and net weight.
14.  The return of the packaging requires a separate agreement. The returnable packaging shall be sent by the Buyer at the Seller's risk and expense. If the packaging is not recyclable, the Buyer shall retain the right to have it collected or disposed of at the Seller's expense and risk. The previous sentence does not apply to intra-Community acquisitions.
15.  In no event shall inspection, approval or acceptance of the Goods release the Seller from liability for defects or other failures to comply with the requirements of the Order/Agreement.
16.  Delivery may be considered incomplete and may be rejected if it is not accompanied by a delivery document issued by the Seller, containing the Buyer's order number, specification of the shipped (ordered) Goods, quantity and value, and all necessary attestations, certificates and warranty cards. If these conditions are not met, the Buyer shall not be liable for any delay in acceptance of the delivery and payment date resulting therefrom.
17.  The Seller/Supplier is responsible for any damage resulting from any delay, loss or damage caused by improper shipping marking, packaging or identification. Delivery of the ordered Goods shall be deemed executed in relation to meeting the delivery conditions and transfer of risk of accidental loss or damage of the Goods from the Seller to the Buyer at the time of fault-free documented acceptance of the subject of delivery by the Buyer at the agreed place.
18.  The ordered goods shall be delivered to the Buyer's registered office or to any other place agreed in writing between the Buyer and the Seller.
19.  The Seller is obliged to insure the goods to the extent customary for a given goods for the time of delivery until the goods are collected by the Buyer.


V. PRICE AND TERMS OF PAYMENT

1.  The Price of the Order/Agreement is a fixed price determined in the placed order. The price includes, unless otherwise agreed, packaging costs, taxes, customs, insurance, all delivery costs, etc., until the moment of delivery of the ordered goods to the address indicated in the Order/Agreement by the Buyer.

2.  The basis for payment for the delivered goods is a VAT invoice or another accounting document acceptable under the law of the Buyer's country.

3.  The VAT invoice should be issued in accordance with the applicable provisions of law and must include the number and date of the Order/Agreement. The invoice should also include the quantity and unit prices of the Goods, the Seller's NIP number, the terms and deadline for payment in accordance with the Order/Agreement. The Seller is obliged to detail the advance payments made by the Buyer on the invoice.

4.  Invoices issued by the Seller on the date of shipment of the goods shall become due and payable on the date specified in the invoice, in accordance with the payment terms specified in the Order/Agreement.

5.  The condition for timely payment of the invoice is placing the Order/Agreement number on it and on delivery notes.

6.  The date of payment shall be understood as the date of debiting the Buyer's bank account.

7.  If the Goods are not delivered in accordance with the Order/Agreement, the Buyer shall be entitled to withhold payment or extend the payment deadline until the Seller fully and correctly performs the subject of the Order/Agreement. This does not limit the Buyer's right to enforce the provisions of the contractual penalty clause.


VI. Contractual Penalties

1.  Liability for non-performance or improper performance of the agreement shall be established in the form of contractual penalties in the following cases and amounts:
The Seller shall pay contractual penalties to the Buyer:
- For withdrawal from execution of an accepted Order, which has not been executed for reasons attributable to the Seller or caused by the Seller – in the amount of 10% of the value of the subject of the order.
- For exceeding the delivery date – in the amount of 0.6% of the order value, for each day of delay; this also applies to intermediate deadlines.
- For delay in removal of defects found upon acceptance of the subject of the order or during the period of guarantee and warranty for defects – in the amount of 0.4% of the order value, for each day of delay, counted from the expiry of the deadline set by the Buyer for removal of defects.
2.  The Buyer has the right to deduct the penalties charged from the obligations to the Seller. In the event of the Seller's delay in the performance of the subject of the order or the Seller's failure to fulfil the obligation specified in point IV of the General Terms and Conditions of Purchase, the Buyer may, without waiving its right to charge liquidated damages and supplementary damages, exercise one or more of the following rights:
    - require performance of the agreement in whole or in part,
    - purchase from another entity, at the expense and risk of the Seller,
    - withdraw from the order for reasons attributable to the Seller without setting an additional deadline, upon written notification to the Seller.

 3.  If the liquidated damages do not cover the damage suffered, the Buyer may claim supplementary damages under generally applicable rules.    

 

VII. GUARANTEE/WARRANTY/CLAIMS

1.  The completed Order causes the Seller to grant the guarantee and warranty for the delivered goods for the period specified in the order.
2.  The warranty period starts on the date of receipt of the goods.
3.  Liability under the guarantee is in accordance with the provisions of the Civil Code.
4.  The Buyer shall notify the Seller of any defects found in the delivered goods immediately, but not later than within 7 days from the receipt of the goods if the defect is quantitative or from the detection of the defect if the defect is qualitative.
5.  Defects found upon receipt and during the warranty period shall be removed by the Seller within the time limit set by the Buyer.
6.  If quality defects are found, the Buyer is entitled, at its own discretion, to demand immediate removal of the identified defects, delivery of goods free from defects, reduction of the price of the goods or withdrawal from the agreement. The Buyer reserves the right to return at the Seller's expense all defective goods or request their replacement.
7.  The Seller shall take all necessary steps to ensure the replacement or repair of defective goods at its own expense with due diligence.
8.  If the Seller fails to remove the reported defect within the specified time limit, the Buyer may remove the defect in place of the Seller at the Seller's expense after prior written notification of the Seller. The above does not violate the Buyer's rights regarding contractual penalties, supplementary damages and withholding payment of the Seller's invoices and does not release the Seller from liability under the guarantee. Submission of a complaint by the Buyer entitles the Buyer to withhold payment for the Goods. Until the complaint is fully settled, the time limit for payment for the Goods does not run.
9.  The guarantee for the Goods shall be extended by the repair period.
10.  Regardless of the guarantee rights, the Seller shall be liable towards the Buyer under the warranty in accordance with the provisions of the Civil Code. The period of warranty granted by the Seller shall be equal to the period of guarantee granted by the Seller.
11.  The Seller shall be fully liable to the Buyer for any damage resulting from product recalls due to reasons for which the Seller is responsible.

 

VIII. TERMS AND CONDITIONS OF PAYMENT

1.  All payments shall be made on condition that the delivered goods are free from defects in quality and quantity.
2.  If the Buyer detects and immediately informs the Seller about qualitative and quantitative defects in the delivered goods, the Buyer shall have the right to retain partial or full payment until the qualitative and quantitative defects are removed.
3.  Acceptance of the delivered goods and their payment by the Buyer shall also be subject to verification of the invoice, quantity and assertion of warranty rights and/or claims for compensation for losses.
4.  Provided that the delivered goods and invoices comply with the Order clauses, payments shall be made by the Buyer by transfer to the Seller's account on the date indicated in the invoice.
5.  Payment of amounts due is not a confirmation of the Seller's performance of obligations under the delivery agreement.
6.  The invoice shall be issued in the currency of the Buyer's country, unless otherwise agreed. VAT tax should be specified on the invoice.


IX. FORCE MAJEURE

1.  In the event of force majeure, the Buyer reserves the right to change the previously agreed Order/Agreement completion dates.

2.  The Parties shall not be liable for partial or complete non-performance of their obligations under this Agreement caused by Force Majeure.

3.  Force Majeure shall mean all events which cannot be foreseen or prevented at the time of conclusion of the Agreement and which are not affected by either Party, in particular: war, internal riots, flood, fire, earthquake and other natural disasters, government restrictions or orders or other acts of government and state administration, general and industry strikes officially recognised by Polish trade unions.

4.  The Party which is unable to perform its obligations due to Force Majeure shall immediately notify the other Party of this fact not later than within 7 days from the occurrence of such events and provide reliable evidence thereof. If Force Majeure ceases, the other Party shall be notified immediately. Failure to meet the above requirement results in the loss of the rights to invoke the occurrence of Force Majeure.

5.  The Buyer may also change the previously confirmed delivery and order processing dates for reasons other than force majeure, in particular in the case of logistic obstacles or resulting from limitation of production capacity.


X. CONFIDENTIALITY

1.  Any information arising directly from these General Terms and Conditions of Purchase, as well as information obtained by the Seller in connection with the performance of the Order, including in particular any organisational, commercial and technical information concerning the Buyer and not made publicly available, shall be regarded by the Parties as confidential information and shall not be disclosed as such to third parties. This obligation does not apply to situations where the obligation to provide information results from mandatory provisions of law.
2.  In particular, the Seller undertakes to treat as confidential information concerning the volume of trade, applied prices, discounts, product specifications, logistic agreements and technological data, under pain of the Buyer withdrawing from the Order for reasons attributable to the Seller.
3.  Seller represents that it will not use confidential information for any purpose other than for the performance of this Order and that it will ensure appropriate protection of that information commensurate with its confidential nature. The obligation to keep information confidential shall remain in force after the execution of the Order and may be waived only with the written consent of the Buyer, otherwise being null and void.

    
XI. COMPENSATION AND WITHDRAWAL FROM THE AGREEMENT

1.  The Buyer shall at all times be entitled, even if Seller is not in breach of any obligation, to suspend the Order/Agreement for a period to be determined by Buyer, or to cancel the Order/Agreement in whole or in part, with 3 days prior notice to Seller. In the event of such cancellation, the Sellers may charge the Buyer with the costs incurred until the cancellation related to the Order/Agreement. In no event shall Seller be entitled to compensation for indirect damage or loss of profit.

2.  If Seller fails to comply with any terms or conditions of the Order/Agreement, Buyer shall be entitled, by written notice to Seller and without prejudice to any other remedies, to cancel the Order/Agreement in whole or in part without further obligation or liability and to recover from Seller any amounts paid by Buyer, any additional costs incurred in seeking replacement of the Goods from an alternative supplier and compensation for loss or damage suffered by Buyer as a result of Seller’s delayed performance of the order.

3.  If the Buyer's damage resulting from non-performance or improper performance of the terms and conditions of the Order/Agreement is higher than the amount of the stipulated contractual penalties, the Buyer shall have the right to claim damages on this account on general terms.

4.  The Buyer's liability shall in any case be limited to the value of the Goods being the subject matter of the Order/Agreement.

5.  The Buyer is entitled to deduct the charged contractual penalties from the due
Seller's remuneration.

 

XI. LITIGATION CASES

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

2.  In the event of a dispute concerning the interpretation or performance of the Order and these General Terms and Conditions of Purchase, which cannot be resolved amicably by the parties, the competent settlement authority shall be the court having jurisdiction over the registered office of the Buyer.


XII. FINAL PROVISIONS

    Without the prior consent of the Buyer, the Seller is not entitled to transfer to another person or encumber rights resulting from the performance of the Order. These General Terms and Conditions of Purchase form an integral part of an order placed with the Seller by the Buyer. In the event of any contradictions or discrepancies, the content of the Order shall prevail. Any amendments and supplements to the General Terms and Conditions of Purchase must be made in writing, otherwise being null and void.