Allgemeine Kaufbedingungen - POLNA S.A.

GENERAL TERMS AND CONDITIONS OF PURCHASE

These General Terms of Purchase, hereinafter referred to as GTCP, define rules for concluding
and performing agreements for the purchase of goods and services by Zakłady Automatyki “POLNA” Spółka Akcyjna, with its registered office in Przemyśl, at: ul. Obozowa 23, 37-700 Przemyśl, entered into the register of entrepreneurs – National Court Register, company registration documents kept
by the District Court in Rzeszów, 12th Commercial Division of the National Court Register, under number KRS: 0000090173, Tax Identification Number (NIP): 7950200705, share capital (fully paid-in): PLN 5,379,435.80, hereinafter referred to as „Buyer“ with other entities which shall hereinafter be referred to as „Seller(s)“ or „Supplier(s).“ GTCP shall form an integral part of all purchase agreements for goods and services concluded by and between the Buyer and Sellers/Suppliers. Particular provisions of GTCP may be changed or excluded only by the Buyer’s prior written consent under pain of nullity.
In case of any discrepancies between the content of these GTCP and the wording of an agreement between the parties, the provisions of such an agreement shall prevail.

In addition, the Buyer rejects all terms and conditions of the Supplier which are contrary to or inconsistent with these GTCP unless their application is confirmed by both parties to the relevant agreement in writing.

1. REQUEST FOR QUOTATION

1. In order to obtain a quotation for the purchase of goods and services, the Buyer may use the Suppliers‘ data contained in general quotations, advertisements, catalogues, brochures, price lists
and other announcements about products offered by Sellers. In order to obtain a detailed quotation, the Buyer may send detailed requests for quotation. The information contained in these documents shall be for reference only and shall be used to prepare a quotation. It shall not constitute an order within the meaning of the Civil Code. Consequently, it shall not be binding until the Buyer places an appropriate order.
2. The terms and conditions of a request for quotation shall be subject to change. In order to be effective, orders and additional agreements shall require additional confirmation of their validity by the Buyer in writing; the same shall apply to changes and amendments to these GTCP.
3. Technical information provided to the Supplier (design, technological or other documentation), instrumentation, samples, patterns, etc. shall remain the sole property of the Buyer and may be used only for the execution of the order.
4. The Supplier shall be obliged to protect the property of the Buyer, to ensure its unambiguous identification, not to not provide / disclose its content to third parties and to return it at the request of the Buyer.
5. The above provisions shall remain in force even after the termination of the agreement.

2 .AGREEMENT CONCLUSION

1. An agreement shall be concluded when the Buyer places a written order and the order is accepted (confirmed) by the Seller. An order is considered to be accepted once the Buyer is sent a written confirmation of the acceptance of the order by the Seller via electronic or paper correspondence (mail, fax), depending on the application of a given form of document circulation. The terms of agreement may be confirmed also by the tacit acceptance of the Supplier, if they do not submit any remarks within 5 days.
2. At the written request of the Buyer to introduce changes to the accepted order, the Supplier shall be obliged to conduct factual analyses and take the necessary steps to meet the requirements and minimise any possible costs resulting from the changes.

3. QUALITY REQUIREMENTS AND WARRANTY

1. Pursuant to the arrangements included in the order, the Supplier shall be obliged to accompany the delivery with applicable seals of approval, certificates of quality and other certificates or evidence proving that the subject of the delivery has been properly manufactured, tested and checked and meets specific requirements.
2. The Supplier shall enable the Buyer’s representatives to verify the course of processes as part of the agreement and to conduct quality audits and pre-shipment control.
3. Unless the Parties agree otherwise, the warranty period for the delivered subject of the order shall be 24 months from the date of its receipt. During the warranty period, the Seller guarantees the maintenance of all the product parameters specified in the quality documentation
and order requirements.
4. The Buyer reserves the right to complain about latent defects identified after the acceptance of the subject of the order.
5. Warranty liability shall be in accordance with the provisions of the Civil Code.
6. In case of the appearance of warranty premises, the Buyer shall notify the Supplier of any defects in the goods/services supplied. Any defects identified upon acceptance and within the warranty period shall be removed by the Supplier within the time limit set by the Buyer.
7. If the Supplier fails to remove defects, the Buyer reserves the right to return all defective goods at the expense of the Supplier or request their replacement. The Supplier shall take all necessary steps to ensure that defective goods are replaced or repaired at their expense with due care.
If the Supplier fails to remove the reported defect within the prescribed period, the Buyer may remove the defect in place of the Supplier, at their expense, after prior written notification to the Supplier. The above shall not after the rights of the Buyer with respect to contractual penalties, supplementary compensation and suspension of payment of the Supplier’s invoices, as well as shall not release the Supplier from warranty liability.
8. Regardless of warranty rights, the Supplier shall be liable towards the Buyer under statutory warranty in accordance with the provisions of the Civil Code. The period of statutory warranty granted by the Supplier shall be equal to the period of warranty granted by him.
9. The delivered goods must not violate the copyright, intellectual and industrial property rights of any entity, in particular trademark protection rights.

4. PRICE AND PAYMENT

1. Unless otherwise agreed in the terms and conditions of the order, all prices shall be
FCA Supplier’s plant and shall include the selling price of the service or goods and the packaging costs of the goods.
2. The Buyer reserves the right to become acquainted with the calculation of the price and its component factors.
3. The prices specified in quotations shall be binding for the period stated in the offer and made by changed only by mutual agreement, confirmed in writing by both parties.
4. Unless stated otherwise, prices for goods and services offered by the Seller shall not include VAT.
5. The Buyer shall make payments in accordance with the agreed deadlines, after the acceptance of the delivery or performance of the service, and after the receipt of a set of correct commercial
and quality documents.
6. In case of incorrect performance of the service or discrepancy in delivery or attached documents, the Buyer may partly or fully refuse to pay until the time of settling the issue.

5. ORDER FULFILLMENT

1. The order completion date shall be set individually for each order.
2. In the case of delay in the delivery of goods, the Seller shall immediately inform the Buyer
about the reason for the delay and the new expected date of order completion.
3. If the delay was not caused by the circumstances of force majeure, the Buyer shall have the right, at their own discretion, to accept the proposed new date, withdraw from the order (paragraph 7.2), demand appropriate compensation or refer the case to court.
4. If the Seller is unable to meet its obligations due to force majeure, they shall be obliged to notify the Buyer of such circumstances within reasonable time. In such a situation, it shall be possible to establish new conditions for the performance of the agreement by mutual agreement of the parties.

6. DELIVERY

1. Unless otherwise agreed by the parties, the cost of delivery of the goods shall be borne by the Buyer on FCA terms and conditions in the Supplier’s warehouse.
2. In the case of other terms and conditions, delivery must be notified 3 days prior to the scheduled delivery date.
3. The Supplier is obliged to ensure proper marking, identification and packaging guaranteeing the protection of the goods against damage during transport and to attach proper commercial, transport and quality documents to the delivery.
4. The acceptance of delivery and acceptance of service performance shall be based on records from the Supplier’s documents and positive results of quantitative and qualitative control conducted by the Buyer. Quality control may cover 100% of the delivery. It may also be conducted at random or using a statistical method. The Buyer shall not be obliged to conduct an incoming control.
5.In case of any discrepancies, the delivery shall be subject to complaint and the Supplier shall be obliged to examine a relevant complaint in the manner agreed with the Buyer. One identified discrepancy in the delivery may give rise to the return of the entire delivery to the Supplier for re-examination and selection, at the expense of the Supplier.
6.If, due to a defective delivery of the object of the order, the Buyer shall bear any costs, in particular the costs of transport, labour, assembly, disassembly, etc., the Supplier shall be obliged to cover such costs.

7 .WITHDRAWAL FROM THE AGREEMENT

1. The Seller shall have the right to withdraw from the agreement only upon the prior written consent of the Buyer.
2. The Buyer may withdraw from the agreement in the event of a delay of more than 14 (fourteen) days on the part of the Seller in the implementation of the order within the time limit specified in the order confirmation.
3. If the Buyer withdraws from the agreement for the reasons specified in paragraph 2, the Seller shall be obliged to return to the Buyer the part of the price and remuneration paid hitherto.
4.The parties may terminate the agreement at any time by written agreement under pain of nullity.

8. PERSONAL DATA

1. The Buyer shall be the controller of personal data („Data“) provided by the Seller in the scope of their company, contact data of persons involved in cooperation, identification data of persons ordering and receiving goods.
2. The Data shall be processed in order to conclude or perform an agreement to which the Seller is a party, as well as in the legitimate interest of the Buyer (e.g. marketing activities, fraud prevention). The Data shall be processed until the end of the limitation period of contractual claims or until the expiry of the legal obligation to store data (e.g. storage of accounting documents), and in the case of legitimate interest of the controller, until such interest exists, or until the Seller raises objection.
3. The Data may be transferred to entities processing personal data at the request of the Buyer, including IT service providers, entities processing the Data for the purpose of debt collection and financial verification of the contractor. The Data may also be transferred to third parties for the purposes referred to above.
4. The Seller shall have the right to access, rectify, erase and limit the processing of the Data. The Buyer may object to the processing of the Data based on the legitimate interest of the Buyer. The Seller shall have the right to lodge a complaint with the supervisory authority. Questions and requests regarding the Data should be directed to the Buyer’s e-mail address: rodo@polna.com.pl
5. Providing the Data in connection with the conclusion of an agreement / services provided on its basis shall be voluntary, but necessary for the conclusion and performance of the agreement. A failure to provide the Data shall make it impossible to conclude an agreement / provide services.
6. The Buyer does not make any automated decisions and the Data is not profiled.

9. CONFIDENTIALITY

1. Any information resulting directly from these GTCP, as well as information obtained by the Supplier in connection with the performance of the order, including in particular any organizational, commercial and technical information concerning the Buyer and not made publicly available, is confidential and as such cannot 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 any information concerning the volume of trade, applied prices, discounts, product specifications, logistic agreements, technological data, or else the Buyer shall withdraw from the order for reasons attributable to the Supplier and assert claims for damages.
3. The information indicated above may not be used for any other purpose than for the execution of the order. Confidential information must be afforded adequate protection appropriate to its confidential nature. The obligation to keep the information secret shall remain in force after the completion of the order and may be waived only upon the written consent of the Ordering Party under pain of nullity.

10. FINAL PROVISIONS

1.The GTCP shall be subject only to the provisions of Polish law and the jurisdiction of the common courts of the Republic of Poland.
2. In any unregulated matters, the relevant provisions of the Civil Code shall apply.
3. Any disputes that may arise from the performance of agreements shall be submitted to a common court of law having jurisdiction over the Buyer’s registered office.