§ 1. GENERAL PROVISIONS AND SCOPE OF THE CONDITIONS:
- These HML Nosewicz sp.j. General Terms and Conditions for Purchase of Goods and Services apply to orders placed by the HML Nosewicz sp.j., hereinafter referred to as „Ordering Party„, and contracts of sale of goods, contracts for the supply of goods or contracts for providing services to the
Ordering Party, concluded on the basis of those orders, by the entity (entrepreneur), hereinafter referred to as the „Supplier„, including but not limited to act prior to the conclusion of those contracts, in particular for the preparation and submission of offers.
- Unless otherwise agreed, the HML Nosewicz sp.j. General Conditions of Purchase of Goods
and Services shall apply in each case in its current version. The current version shall be available all times in electronic form on the website of HML Nosewicz at: www.hmlnosewicz.pl
- HML Nosewicz sp.j. and the Supplier have agreed otherwise in writing, any Supplier’s standard contracts shall not be applied to contracts concluded between HML Nosewicz sp.j and the Supplier.
- Whenever these HML Nosewicz sp.j. General Terms and Conditions for Purchase of Goods and Services mention below terms, written with a capital letter or abbreviation, it gives them the following meaning: – GTCP or General Terms and Conditions for Purchase – these HML Nosewicz sp.j. General Terms and Conditions for Purchase of Goods and Services; – HML Nosewicz or Ordering Party – means the company HML Nosewicz sp.j. with its registered office in Lidzbark Warmiński, ul Wiejska 71, 11-100 Lidzbark Warmiński: – Services – mean any services provided to HML Nosewicz in performance of Orders placed by by HML Nosewicz; – Supplier – means an entity, with whom HML Nosewicz concluded a contract for the delivery or sale of goods or a contract for providing services to HML Nosewicz or any other contract of similar nature; – Purchase Price – value expressed in monetary units, which HML Nosewicz is obliged to pay to the Supplier for Goods or Services, in accordance with the Order or the provisions of GTCP; it is given as a net price, i.e. the price does not include tax on goods and services (value added tax), if under applicable law sale / delivery of Goods / Services subject to tax on goods and services; – Order – means HML Nosewicz’s statement containing an offer to conclude – respectively – a contract for the sale of Goods or contract for providing Services by the Supplier, on basis of which HML Nosewicz shall purchase respectively Goods or Services; – Contract – means a contract for – respectively – sale, delivery or providing Services, concluded by HML Nosewicz and the Supplier as a result of acceptance of the Order by the Supplier; – Working Days – mean days from Monday to Friday, excluding public holidays in the Republic of Poland.
§ 2. ORDERS
- Orders shall be placed by HML Nosewicz in writing, on the basis of information provided by the Supplier before placing the Order. Oral Orders are valid only if they have been confirmed in writing by HML Nosewicz. Placing an Order by fax or email shall be considered as equivalent to the written form.
- An Order should contain at least an indication of the Goods (including its amount or number) or Services, the Purchase Price and the date and place of delivery of the Goods / performance of the Service.
- Any statements relating to the Goods or Services, made by the Supplier before placing an Order by HML Nosewicz (e.g. responses to HML Nosewicz’s inquiries, price lists, promotional material, etc.) shall not be considered as the offer within the meaning of the Polish Civil Code, however HML Nosewicz, may, by placing an Order, take into consideration those statement and assurances, in particular concerning the quality of Goods and Services.
- An Order placed by HML Nosewicz to the Supplier is an offer of conclusion of a Contract within the meaning of Art. 66 of the Polish Civil Code.
- An Order shall be considered as approved (accepted for realization), and the Contract as concluded, upon the delivering HML Nosewicz a confirmation of an Order by the Supplier or upon commencement delivering Goods/ rendering Services to which the Order related to, depending on what comes first, and the lack of a clear rejection of Order within 2 Working Days from the date of delivery of the Order to the Supplier is also considered as an acceptance of the Order.
- An Order may be accepted without reservations only. All terms or conditions specified by the Supplier in the Order confirmation that modify, supplement or otherwise differ from those specified in the Order and these GTCP are invalid and ineffective, and shall be considered as non-stipulated and the Contract shall be considered as concluded on conditions specified in the Order made by HML Nosewicz, unless the parties agree otherwise in writing.
- HML Nosewicz reserves the right to change the terms of the Contract during its performance. The Supplier shall undertake its best efforts to meet this demand. The Parties shall jointly agree on any change of the Purchase Price, if it results from such a change.
- Any changes in the terms of the Contract by the Supplier after accepting Order require the prior written agreement of HML Nosewicz.
- If the Supplier informs HML Nosewicz about characteristics of Goods or Services, and HML Nosewicz, in reliance to the information, places an Order, and then the Supplier proves unable able to perform such Order due to its inability to meet the characteristics of the Goods / Services, the Supplier shall cover damage (including lost profits) of HML Nosewicz incurred by inability to perform the Order (this applies in particular to the situation in which HML Nosewicz, in reliance to Supplier’s assurance concerning Goods’ characteristics, makes an offer to its clients).
§ 3. OBJECT OF A CONTRACT
- The object of a Contract are sold / delivered Goods or ordered Services.
- The Supplier shall perform the object of the Contract in the best quality, in accordance with the contents of the Order, as well as with applicable rules and regulations.
- Upon with the delivery of Goods purchased, the Supplier shall provide the Ordering Party all and any guarantee certificates, attestations, certificates, technical documentation and any other documents indicated in the Order, confirming that render of the object of the Contract had been made in accordance with contents of the Order and with applicable rules and regulations. The Supplier shall ensure that those documents are up-to-date. The Supplier is obliged to provide all and any documents that enable the introduction of Goods on the European Union’s market, including Polish market, or to resale Goods especially on Polish market, in accordance with applicable laws and/or any other documents indicated in the Order.
- Failure to meet the obligation referred to in the preceding point is considered as a Supplier’s delay in the performance of obligation, entitling HML Nosewicz to rescind the contract for the supply of goods / providing Services, as to which the failure to perform obligation indicated in this point relates to, without setting an additional term and within 6 months of such breach.
- If, before the conclusion of a Contract, the Supplier ensured about a certain characteristics of the object of a Contract (or presented them in His marketing materials – catalogues, websites,
information sent), the subject of Order shall comply with these characteristics unless the Order indicates otherwise.
§ 4. TERM AND CONDITIONS OF DELIVERY
- Unless the Order specifies otherwise, the condition of delivery is DDP / Delivery Duty Paid / (by Incoterms 2010) to the place indicated in the HML Nosewicz Order.
- Unless otherwise agreed in writing, delivery terms shall be those specified in the Order and they shall mean the date for delivery to the place of delivery indicated in the Order, and accordingly the term of performance of Services. The Supplier shall strictly observe delivery terms.
- Partial deliveries are permitted only if it is so specified in the Order or agreed in writing by the Ordering Party.
- The term of delivery Goods / performance Services agreed in the Contract concluded on the basis of Order shall be final and the Supplier shall be liable for any damage resulting from failure to comply with the delivery term. The Supplier’s liability covers all and any losses incurred by HML Nosewicz, as well as any HML Nosewicz’s benefits lost in connection with the failure to comply with the term of delivery.
- Without prejudice to the obligation to meet the term of delivery of Goods / performance of Services, in case meet the delivery term is endangered, the Supplier shall immediately inform HML Nosewicz of any circumstances which may affect the delay in delivery of Goods / performance of Services. The Supplier shall specify in writing the anticipated duration of the delay and its cause.
Failure to provide such information or information which content demonstrates that the delivery will not be completed within the period specified in the Order, may be the basis of rescission of the Contract by the Ordering Party.
- The Ordering Party reserves the right to rescind the Contract which is not performed within the term specified in the Order without the obligation to pay damages. At the same time the Ordering Party reserves the right to seek damages from the Supplier for improper performance of the Contract, concluded on the basis of the Order, on the basis of the general principles set out in the Polish Civil Code, and reimbursement of costs incurred for substitute performance of the object of the Order.
- HML Nosewicz shall unload the Goods by itself, whereas the Supplier shall provide Goods for unloading at the place designated by HML Nosewicz.
- Delivery may be rejected if it is not accompanied by a document of delivery issued by the Supplier, containing the Order’s number, specification of Goods delivered, quantity, details of packaging, weight and place of receipt, if they were specified in the Order.
- The Supplier is liable for damages resulting from any delay, loss or damage caused by improper labeling, packaging or identification of shipment.
10. Delivery of ordered Goods shall be deemed as performed with reference to the fulfilment of the conditions of delivery and the risk of accidental loss or damage of Goods from the Supplier to the
Ordering Party shall pass, at the moment of faultless, documented receipt of the delivery by the Ordering Party, in the place agreed in the Contract.
- Upon receipt of Goods / Services HML Nosewicz shall only control the type of Goods and
their quantity, it is not obliged to verify the quality of Goods.
- The Ordering Party is not obliged to accept the Goods delivered before the delivery term.
- The Ordering Party is entitled to return each shipment that came before the delivery term, at Supplier’s cost, or order the Supplier to pay the appropriate storage costs. The risk of damage or loss is borne by the Supplier.
- In the event of a delay of the Supplier in performance of the object of Contract or not performing the Supplier’s obligations set out in § 3 point 3 hereof, the Ordering Party may exercise rights provided by law or exercise one or more of the following rights:
• to demand the performance of the Order in whole or in part within a specified period;
• to purchase the object of the Contract from another supplier, at the expense and risk of the Supplier;
• rescind the Order due to reasons caused by the Supplier without setting an additional term, by written notice to Supplier. The Ordering Party may also seek damages for non-performance or improper performance of the Contract under general rules (in particular those provided in case of
rescission of the Contract by HML Nosewicz resulting from non-performance or improper performance thereof).
§ 5. GUARANTEE AND STATUTORY WARRANTY
- The Supplier guarantees the highest quality of Goods or Services. Guarantee is granted upon the delivery of Goods.
- The Supplier provides a guarantee of quality for the delivered Goods for a period. for a period of 2 years (i.e. determined by the provisions of the Civil Code) or longer, if agreed upon between HML Nosewicz and the Supplier or stems from the guarantee card attached to the Product or from general conditions of contracts used by the Supplier or advertisement relating to the Goods presented by the Supplier, provided that if Goods / Service were defective at the time of delivery, guarantee and statutory warranty periods are extended by the time used to remove those defects. In each case, longer period shall be applied.
- Statement on granting guarantee contained in point 2. above is considered to be equivalent to the issuance of a guarantee document.
- At the request of HML Nosewicz, the Supplier will provide a separate guarantee document (guarantee card). Terms and rights set out therein shall not be contrary or less favourable for HML Nosewicz than the terms and rights arising for HML Nosewicz hereof and, to the extent not regulated herein, applicable provisions of Polish law.
- Each inspection and notification of defects by HML Nosewicz during the period of guarantee of quality and the period of statutory warranty for defects of object of the Contract will be considered as submitted within the deadline. HML Nosewicz is not bound by any deadline for notification of defects in Goods / Services to the Supplier. Art. 563 § 1 of the Civil Code does not apply.
- In the event of non-conformity of the Goods with the Order, or other arrangements made in writing between HML Nosewicz and Supplier, under pain of invalidity, the Ordering party may at his choice, request repair or replacement of defected Goods, supply of the missing part or missing parts at Supplier’s expense, without detriment to any other rights arising for HML Nosewicz from herein GTCP or law provisions, including inter alia the right to rescind the Contract, the right to reduce Purchase Price and independently the right to claim compensation for actual damages and lost profits.
- In the event of non-compliance of the Services with the Order, or other arrangements between HML Nosewicz and the Supplier made in writing under pain of invalidity, the Ordering Party may request the removal of defects within the specified period of time, and when the defect cannot be removed within the specified period of time, HML Nosewicz may, upon its sole discretion, rescind the Contract or request a reduction of remuneration, without detriment to any other rights arising for HML Nosewicz hereof or of legal provisions, including inter alia the right to claim damages for losses and lost profits.
- The Supplier is obliged to remove defects in Goods or Services or replace the defected Goods for one free of defects – at HML Nosewicz choice, in accordance with § 5 points 6 and 7 above, within 3 Working Days from the date of HML Nosewicz’s notification of defect, unless HML Nosewicz expresses a written consent for another deadline. If the Supplier does not remedy defects in Goods or Services or does not replace the Goods for one free from defects within the deadline mentioned in the preceding sentence, HML Nosewicz shall entitled to remedy the defect themselves or entrust its removal or – in relation to notified defects of Service – further realization of the Services, to a third party in both cases at Supplier’s cost and risk, upon prior written notice to the Supplier. The foregoing shall not affect the rights of the Ordering Party in regards to contractual penalty, supplementary compensation and withholding payment of Supplier’s invoices, and also it does not
relieve the Supplier of liability under guarantee.
- HML Nosewicz reserves the right not to accept defective Goods / performed Services. The exercise such a right by the Ordering Party shall not mean that HML Nosewicz is delayed in reception of Goods / performed Services.
- In the event of refusal to accept Goods, HML Nosewicz will inform the Supplier of this fact
immediately, stating the reasons for the refusal to accept. Goods which, in accordance with the preceding sentence, HML Nosewicz refused to accept, shall be – at HML Nosewicz’s choice – returned to the Supplier at its own cost and risk, or retained by HML Nosewicz, if possible, until Supplier’s further instructions for HML Nosewicz as to their disposal. That is required to be done within 5 Working Days from the date of notification of refusal to accept Goods.
- Irrespective of the rights under the guarantee of quality Supplier shall be liable to Ordering Party under the statutory warranty in accordance with legal regulations of the Civil Code. The period of statutory warranty of the Supplier is equal to the period of guarantee given by him.
- In the event that the Supplier in its commercial offer terms of guarantee of quality applies more favourable for Ordering Party, the favourable conditions shall apply for Contracts.
§ 6. TERMS OF PAYMENT
- Subject to compliance of delivered Goods and invoices to the specifications and clauses of Contract, payments will be executed by the Ordering Party by a bank transfer onto an account indicated on Supplier’s invoice within the deadline specified in the Contract from the date of delivery of the invoice along with a protocol of fault-free acceptation of the Goods, proof of release or bill of lading, to the Ordering Party’s registered office, unless it is agreed otherwise in writing.
- Each time the basis for issuing an invoice is a protocol of fault-free reception, proof of release or bill of lading signed by representatives of the Parties.
- In the event of defects to the object of the Order HML Nosewicz may withhold payment of the Purchase Price until removal of the defect.
§ 7. CONFIDENTIALITY
- Any information arising directly from these General Terms and Conditions of Purchase, as well as information obtained by the Supplier in connection with an Order, including in particular any
organizational, commercial and technical information related to the Ordering Party and not made publicly available, will be considered by the parties as confidential 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 applicable provisions of law.
- In particular, the Supplier undertakes to treat as confidential information the amount of trade, prices in use, discounts, product specifications, logistic agreements, technological data, under pain of resending the Contract by the Ordering Party for reasons attributed to the Supplier within 6 months of being informed about the breach of the duty of confidentiality by the Supplier or payment of a contractual penalty in the amount of PLN 30,000 by the Supplier for each breach, which does not limit HML Nosewicz’s right to seek damages on the general principles.
- The Supplier declares that it will not use confidential information for purposes other than for the performance of an Order and that it will provide the adequate protection of information relevant to their confidential nature. The obligation to keep such information confidential remains in force after an Order’s performance and may be terminated only with consent of the Ordering Party made in writing, under pain of nullity.
- The Supplier is not entitled to inform about supplying HML Nosewicz in any publications, advertisements, as well as in any other written or oral form, without prior written consent from HML Nosewicz.
§ 8. ADDITIONAL PROVISIONS
- In case of extending the scope of the Order and Contract Supplier will deliver additional goods or replacements on terms applied to the Contract in question (unit price, discount).
- The Ordering Party reserves the right to return part of the goods Ordered (partial rescission of the Contract) and to limit its extent. The potential return of part of the goods Ordered or limitation of its scope shall be done using the unit price set for performing the Order in question. Rescinding the Contract and returning a part of the Order may be executed within 6 months from the date of delivery of the Goods. The right to rescind does not apply to Orders, which include products made on HML Nosewicz special order, after the Supplier has proceeded with manufacturing of those goods.
- The Supplier shall hold the Ordering Party indemnified against any third party’s claims in connection with the Goods, parts and materials delivered accordingly with the patent, license or registered design. In case of proceedings in respect to such claims, the Supplier, at his expense, will provide direct defense for the Ordering Party.
- The Supplier undertakes to conduct business in accordance with codes of conduct and professional integrity, to comply with the regulations and organizational principles and safety at the place of delivery of the Goods / performed Services in accordance with the applicable rules on health and safety at work, human rights and labour law and antitrust and unfair competition laws and
corruption practices. The Supplier states that effective provisions on environmental protection are known to him; commits oneself , while performing sales/ delivery of Goods/ Services, to take care of the environment, in particular in the field of waste management and the possibility of creating environmental hazards, and to apply any provisions on Environmental Protection, including the provisions of Regulation EC 1907/2006 of the European Parliament and of the Council from 18 December 2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH), establishing a European Chemicals Agency, amending Directive 1999/45 / EC and repealing Council Regulation (EEC) No 793/93 and Commission Regulation (EC) No 1488/94 as well as Council Directive 76/769 / EEC and Directive 91/155 / EEC, 93/67 / EEC, 93/105 / EC and 2000/21 / EC (Official Journal. EU 29.05.2007 L 136/3, as amended, Act of 27 April 2001 Environmental Protection Law (Dz. U. [Journal of Laws] 2008 No. 25, item 150, as amended), the Act of 14 December 2012 about wastes (Dz. U. [Journal of Laws] 2014 pos. 695 as amended), the Act of 13 June 2013. on the managing of packaging and packaging waste (Dz. U. [Journal of Laws] 2013, pos. 88, as amended), Regulation of the Minister of Health of 8 February 2010 on the list of dangerous substances with their classification and labelling (Dz. U. [Journal of Laws] 2010 No. 27, item. 140, as amended), Regulation of the Minister of Health 20 April 2012. on labelling of dangerous chemical substances and dangerous mixtures and some mixtures (Dz. U. 2012 poz.445). The Supplier is responsible for the management of wastes generated in connection with the supply of Goods / provision of Services, in accordance with the above provisions.
- The Supplier is obliged to provide each time at the request of HML Nosewicz and at date specified by HML Nosewicz, operation and maintenance documentation of devices, used to supply the Goods / perform Services, and also the current measurements of the electrical system, information on fulfilment of minimum safety requirements and maintenance book with an entry confirming the efficiency of devices, referred to in the preceding sentence. The Supplier using devices which are subject to technical inspections is required to make available for inspection, for HML Nosewicz or a person indicated by HML Nosewicz, current decision of the Office of Technical Inspection of
admission to service and attestations for operated devices.
- The Supplier is obliged to ensure and bears liability, that people operating any means of transportation and other devices (e.g. welders, saws, etc.) will have the appropriate permissions, they will be trained in safety and health at work, in accordance with regulations applicable in the place of delivery of Goods / performed Services and will be informed about the risks in the workplace, the occupational risks associated with their work, and if required will have a current medical examination, including psycho technical examination. The Supplier shall provide the relevant documents each time for inspection of HML Nosewicz or person indicated by it. At the request of HML Nosewicz, the Supplier is obliged to equip and commit people operating means of transportation and other devices, referred to in § 8 point 5, to the unconditional use of helmets, warning vests, work boots and required items of individual protection at the palace of delivery of Goods / performed Services. The Supplier shall equip means of transport, and during their use at the place of delivery of Goods / performer Services ensure the application of audible reversing warning and warning light. The Supplier is obliged to comply with traffic rules at the place of delivery of Goods / performed Services and in the immediate vicinity presented by HML Nosewicz or a person indicated by HML Nosewicz.
- The Supplier is required to have current civil liability insurance contract. The Supplier is required to provide the insurance policy, referred to in the preceding sentence, for inspection, each time upon the request of HML Nosewicz and at specified date by HML Nosewicz. The Supplier shall bear any and all responsibility towards HML Nosewicz as well as third parties for any damages to property, health or life caused by the Supplier, its employees or third parties acting on its behalf, in
- The Supplier shall maintain the place of delivery of Goods / performed Services during the execution of delivery of Goods / Services in condition that does not interfere with the proper functioning of the company on whose behalf the Supplier is making the supply of Goods / performing Services, as well as will not generate threat to health and safety at work and fire safety.connection with the Order.
- The Supplier shall store materials and equipment necessary for the supply of Goods / performing Services in a place designated by HML Nosewicz or a person indicated by the latter. Upon completion of delivery of Goods/performing Services the Supplier shall tidy the place of delivery of Goods/ performed Services and secure its equipment and materials.
- HML Nosewicz has the right to verify the performance of the Order at Supplier’s registered office or factory, in particular in order to verify that the object of the Order is performed in accordance with the Agreement and these GTCP.
- In case of suspicion that the object of the Order does not meet the terms of the Contract in terms of the materials used HML Nosewicz has the right to pass a sample of the ordered goods for testing in a specialized chemical laboratory. In case of non-compliance of the ordered goods with the Order or GTCP or technical standards, the Supplier shall reimburse the costs of the laboratory examination,
incurred by HML Nosewicz.
§ 9. FINAL PROVISIONS
- These General Terms and Conditions of Purchase are an integral part of the Contract concluded between the Supplier and Ordering Party. In the event of conflict or inconsistency, the content of the Order is decisive.
- In matters not regulated herein the relevant provisions of the Civil Code shall apply.
- The application of the provisions of the Vienna Convention of 11 April 1980 on the international sale of goods shall be excluded.
- Without prior written consent of the Ordering Party the Supplier shall not be entitled to transfer to another person rights under the Contract, or encumber rights and obligations arising from the realization of the Contract.
- HML Nosewicz is entitled to transfer rights and obligations arising from guarantee and statutory warranty provided by the Supplier onto third party.
- The Supplier is obliged to give prompt written notice to HML Nosewicz concerning any change of registered office and correspondence address. No notice means that deliveries made to the addresses indicated in the Order or in the signed Contract are considered to be effective.
- Any offers, Orders, Contracts, and these GTCP are subject to the law of the country with jurisdiction over the registered office of HML Nosewicz (Polish law).
- Any dispute between HML Nosewicz and the Supplier under the Contract shall be settled by a court of competent for HML Nosewicz’s registered office, without prejudice to HML Nosewicz’s right to bring an action before a court which would be competent in the absence of choice of court in accordance with this point.
- For the purposes of these GTCP, making declaration by fax or email as be considered equivalent to the written form, however this does not apply to statements of rescinding the Contract or termination of the Contract.
- HML Nosewicz may amend these GTCP. Any amends and additions hereto shall be made in writing (which also means in the form of electronic text) under pain of nullity and require announcement on the website www.hmlnosewicz.pl. Amendments to the General Conditions of Purchase do not apply to the Agreements concluded before the date of their announcement on the website.