CENTRO-CHEM GENERAL TERMS OF PURCHASE
§ 1. General provisions
1. These general terms are general terms of agreements as defined by Article 384 of the Civil Code and shall apply to all agreements for the sale of goods concluded by Centro-chem sp. z o.o. sp.k. w Turce as the Buyer, hereinafter referred to as the Client or Centro-Chem.
2. The provisions of these Regulations shall not apply when the Seller (hereinafter referred to as the Supplier) is a natural person who sells goods for purposes not related to its business or professional activity.
§ 2. The Subject of the Order and general terms
1. The Subject of the Order is delivery of goods and/or provision of services ordered by Centro-Chem.
2. The ordered goods may not have traces of damage, dirt and other defects, unless it has been expressly approved in an order.
3. An order must be implemented only in accordance with the actual (net) weight of goods.
4. An order must be completed in accordance with its conditions and defined specification (quantity, type, date of delivery/receipt, standard, price, attestation).
5. The Client reserves the right to refusal of receipt and unloading goods that are inconsistent with the Order.
6. Any changes concerning the specification of the Order may be introduced only after the Client’s prior written acceptance, under pain of invalidity.
7. The Supplier shall be obliged to confirm the acceptance of the Order for execution in writing (by fax or e-mail). A confirmation should be definitely signed by a person authorised to represent the Supplier on the basis of a valid power of attorney or pursuant to the National Court Register (KRS) or an entry to the register of business operations, an authorised employee or another authorised person.
8. Commencing the implementation of an order, even without a confirmation, shall be deemed as an acceptance of Centro-Chem General Terms of Purchase and confirmation of acceptance of the order for execution.
9. In the case of no Order Acceptance within 2 days from the date of delivery of the Order, the Order shall be deemed accepted for execution on terms specified in the order.
§ 3. Delivery conditions and date
1. The Supplier shall undertake to deliver the ordered goods within the time specified in the Order along with delivery documents (CMR, waybill, attestations, etc.) The Client shall reserve the right to refuse to accept goods and unload them in the case of the Supplier not delivering the documents referred to in the previous sentence.
2. The Delivery should be completed in accordance with the terms of delivery as defined by the INCOTERMS 2010 regulation
3. In the case of any delays in the execution of the Subject of the Order, the Client shall have the right at their own discretion to withdraw from its execution in whole or in part and/or charge the Supplier with a contractual penalty in the amount of 0.5% value of the Order per each day of delay in delivery.
4. The Client shall reserve the right to claim supplementary compensation when any possible damages caused by a delay in delivery exceed the amount of the contractual penalty fee as well as in the case of unreasonable withdrawal from the Order accepted for execution (for reasons attributable to the Supplier).
5. In the case of delivery on the basis of DAP (according to INCTERMS 2010), the person delivering the goods shall be the person authorised to sign any documents confirming delivery on behalf of the Supplier.
6. In the case of detecting a deficiency and/or defects of the goods when unloading and afterwards, the Client shall reserve the right to leave the material at the Suppliers’ disposal. In this case, the goods left at the disposal shall be collected within 7 days from the date of notification of this fact by the Client, under pain of charging the Supplier with storage and transhipments costs. Issuing goods shall take place after covering transport and storage costs, on the basis of a VAT invoice issued by the Client. The Supplier shall not be entitled in such a case to issue an invoice for the supplied goods, which shall be treated as deposited goods. The provisions of items 3. of the present paragraph shall apply accordingly.
§ 4. Terms of payment
1. The payment deadline shall begin from the date of delivery of the original VAT invoice to the Client if the Client is provided with attestations and others documents required by the Client in the form required by the Client along with the invoice. In the case of failure to meet the aforementioned condition, the payment deadline shall begin from the date of delivery of the last document mentioned in the previous sentence. The Supplier shall be obliged to send a VAT invoice also by fax or e-mail.
2. Invoices subject to the ownership right shall not be accepted by the Client. The payment deadline shall be calculated from the day of delivery of a correct invoice without reservation of the ownership right, § 4 shall apply accordingly.
§ 5. Quality
1. The Supplier guarantees that the ordered goods meet all standards required by valid legislation allowing placing the goods on the EU market.
2. The Supplier of the goods shall be obliged to make the whole technical documentation of the goods available upon request of the bodies authorised to supervise the market.
3. The Client shall be entitled to submit a complaint for the goods which do not meet the terms of reference in terms of quantity and/or quality, and the Supplier shall be obliged to take a stance on any submitted complaint within 7 days from the date of receiving thereof. In the case of failure to receive an answer to a complaint within the specified time, the Parties shall mutually acknowledge a complaint as settled in favour of the Client. In the case of taking up actions aiming at considering a complaint, the Parties shall agree that 30 days is the maximum time. After this time, a pending complaint shall be acknowledged by the parties in favour of the Client.
§ 6. Additional conditions
1. The Supplier shall be obliged to attach attestations to an inventory issue document and/or the delivery note. In the case of failure to deliver attestations, the Client shall also have the right to take advantage of the rights specified in §3 (3) and 6.
2. The Supplier shall be obliged to include the number of the Order in the invoice.
3. Any liabilities resulting from the Order cannot be an object of any legal activity without the Client’s prior written consent.
4. Any disputes which may occur between the parties of the agreement shall be resolved by a court having jurisdiction over the Client’s seat.
5. Either party shall be obliged to keep confidentiality in relation to all information concerning the implementation of the Order.
6. These General Terms of PURCHASE, approved by Centro-Chem, are an integral part of the Order.
7. Other commercial terms not included in these General Terms of Purchase shall be regulated by the Polish law, in particular by the Civil Code.