General purchasing terms and conditions
General Terms and Conditions for Purchase
- General provisions
a) These General Terms and Conditions for Purchase at PPUH PERFOPOL Sp. z o.o. shall apply to all the contracts, excluding natural persons not engaged in business activities, concluded by PERFOPOL Sp. z o.o. (hereinafter referred to as PERFOPOL), constitute an integral part thereof and shall be binding for all the counterparties, save as aforesaid irrespective of the type of the concluded contract, unless the parties have agreed otherwise. The expressions used later in these General Ordering Terms shall mean:
The "Seller" – PPUH PERFOPOL Sp. z o.o. with its registered seat in Starachowice, at: ul. Radomska 76, 27-200 Starachowice, entered in the register of entrepreneurs of the National Court Register kept by the District Court in Kielce, X Commercial Division of the National Court Register under KRS number 0000206488, share capital PLN 50,100.00, Taxpayer Identification Number (NIP): 664000822, Business Registration Number (REGON): 008489288
The "Buyer" – a counterparty purchasing products or services from the Seller, except for the subparagraph a) of this item.
The "Parties" – the Seller and the Buyer
"GTCP" – these General Terms and Conditions for Purchase of PPUH PERFOPOL Sp. z o.o.
b) In a situation where the Parties have agreed their rights and obligations in the form of a separate written agreement, the provisions of such a written agreement shall apply in the first place, and the provisions of these GTCP shall apply only the extent not settled in the agreement.
c) A change or exclusion of any of the GTCP shall always be made subject to the written consent of both parties.
d) GTCP shall be available in the registered office of PPUH PERFOPOL Sp. z o.o. and on the website www.perfopol.pl.
e) The General Terms and Conditions for Purchase shall prevail over other general contractual terms, regulations, templates used by the Counterparties.
f) The Buyer shall grant consent for the processing of his/her personal data by the Seller for the purposes of issuing invoices, trade statistics, product and services marketing pursuant to the Data Protection Act of 29.08.1997. The Buyer shall agree to receive commercial information from the Seller by means of electronic communication, in particular by electronic mail in accordance with the Act on Rendering Electronic Services of 18.07.2002.
- The offers, orders, conclusion of contracts, documentation
a) The offers presented by PERFOPOL shall not constitute offers within the meaning of the Commercial Code. Normally, the offer validity shall be 14 days.
b) Drawings, illustrations, graphics or photographs appearing in advertising and informational materials also shall not be binding and constitute only an example of accomplished projects and application of products.
c) PERFOPOL reserves the right to make changes in the offered product range at any time. The placement of product information on the PERFOPOL website, in catalogs, price lists and brochures shall not be tantamount to its availability.
d) Only written placement of an order by persons authorized to represent the Counterparty or authorized by the Counterparty shall result in an obligation relationship between the Counterparty and PERFOPOL Sp. z o.o..
e) In the event where the Buyer places the order for the first time, they shall be obliged to submit the following documents the Seller: Taxpayer Identification Number (NIP), Business Registration Number (REGON), National Court Register (KRS).
f) Acceptance of an order by PERFOPOL for processing shall require a written confirmation of an authorized employee, whereas the lack of such confirmation shall not mean a silent acceptance of the order.
g) Unless there are other agreements, the established drawings, patterns, descriptions and other documents shall be considered technical contract/order documentation, whereas for raw materials, common DIN standards, markings and tolerances shall be reliable. The technical details are described on the internet site www.perfol.pl under the "Our Offer" tab.
h) A cancellation or change of the order shall be acceptable and effective solely when made in writing, upon PERFOPOL consent and not later than 2 working days upon the receipt of a confirmation. Each change of the contents of the order may result in a change of prices and extension of the order completion date (see item IV letter f)).
i) In the case where the Seller has purchased materials necessary for the completion of the order, and the Buyer cancels the order for various purposes - the Seller shall grant consent for that provided that any costs of these materials are covered by the Buyer.
- Subject of the order
a) The subject of the order shall be PERFOPOL. products, i.e. perforated sheet, expanded metal mesh, welded mesh, woven mesh, laser cuts[???], bent, welded, rolled or otherwise made elements in accordance with the information contained in the "Our Offer" tab at www.perfopol.pl
- Prices and payment terms
a) Unless otherwise stated in the order, the prices EXW (EX WORKS) shall be valid, excluding packaging, transportation, insurance, duties or other additional costs. All the prices shall be expressed in PLN and exclude VAT, unless the Parties agree otherwise.
b) The Counterparty shall pay the price for the goods or services determined by PERFOPOL in the order confirmation or in the case of prepayment, in the pro-forma invoice.
c) The payment shall be settled within the payment term specified in the pro-forma or VAT invoice issued by PERFOPOL. The date of crediting the PERFOPOL account shall be considered the payment date.
d) PERFOPOL shall not process the order/service in the case of the amount due not having been credited to the bank account where the payment form is a prepayment.
e) A failure to meet the established payment term of the VAT invoice shall entitle PERFOPOL to charge interest in the maximum amount determined by generally applicable regulations or to withdraw from the contract and take back the goods from the Counterparty.
f) PERFOPOL reserves the right to abandon the offered price: in the case where changes have been made by the Buyer in the previously agreed specifications, which the price was based on; or in the event where the price has change of the raw material necessary to manufacture the goods.
g) The minimum order value shall be PLN 500 net.
- Order completion period, partial receipts
a) The completion periods specified in the offers, on the internet site, in catalogs, brochures, or other information materials shall have informative character.
b) The dates shall depend on the current machine occupancy, manufacturing batch sizes as well as the timely delivery of the necessary documentation, information and explanations of all the details of the order by the Counterparty, in particular technical issues, providing drawings, design pattern if necessary, etc.
c) The order completion period shall run from the order confirmation date and is specified in weeks of the current year.
d) Partial receipts shall be admissible, as and when valid and agreed between the parties.
e) The Buyer shall be obliged to collect the goods within the maximum period of 14 days upon the completion of the order. Otherwise the Seller reserves the right to charge statutory interest for storage.
- Commissioning the completion of the order to third parties.
a) PERFOPOL reserves the right to commission the completion of the order to third parties.
- Release of the goods.
a) If the goods are to be released directly to the Buyer, the benefits and burdens as well as the risk of accidental loss or damage shall be transferred to the Counterparty as and when the goods are released.
b) In the event of shipment of the goods through a transportation company, to the location indicated by the Buyer, the benefits and burdens as well as the risk of accidental loss or damage to the goods shall be transferred to the Buyer as and when the consignment has been entrusted with the carrier. Costs of release and collection of goods, insurance for the transportation time and shipment costs shall be covered by the Counterparty, unless the parties agree otherwise.
c) In the event where the delivery has been agreed to be performed by PERFOPOL, the carrier shall deliver the goods without unloading to the agreed location of unloading. The delivery costs shall be borne by the Buyer, unless the parties agree otherwise. In order to ensure efficient unloading, the Buyer shall be obliged to provide in a timely manner and at its own expense the equipment and personnel necessary for the unloading. The Buyer shall also provide access for the vehicle directly to the location of unloading and its immediate unloading. In the event of failure to comply with the abovementioned conditions, the resulting additional costs shall be borne by the Buyer.
- Return of packaging
a) All the pallets, racks, boxes, rollers and other packaging subject to return by the Buyer shall be charged in the form of a deposit in the amount specified by PERFOPOL.
b) The abovementioned deposit shall be reimbursed as and when the packaging referred to in this item, letter a) has been returned in non-deteriorated condition.
c) The charge shall not be reimbursed, should the Buyer fail to demonstrate with a proper document that the collected packaging has been returned and in a non-deteriorated state.
d) The maximum packaging return period shall be 30 days upon the issuance of the VAT invoice, in which the given packaging is included.
e) In the event where the Buyer delivers their own material (for further processing by PERFOPOL) in own packaging (pallets, racks, boxes, rollers and other) – the Buyer shall be obliged to collect it within a maximum period of 30 days, starting from the order completion period end date. After the expiration of that period, the packaging shall become the property of the Seller and may be disposed of.
- Withdrawal from a contract
a) PERFOPOL reserves the right to withdraw from the contract with immediate effect in the event of a change of previously agreed terms at any time and shall not bear liability for the resulting damage unless the damage arose from intentional fault. A withdrawal from the contract shall be confirmed in writing with proper statement of reasons.
- Ownership of the ordered goods
a) PERFOPOL reserves the ownership rights to the ordered goods until the date of payment by the Counterparty of the entire price to the bank account of PERFOPOL indicated in the VAT invoice.
b) All the cut-offs, residues and reminders of materials delivered by the Buyer for the performance of the ordered service shall become the ownership of PERFOPOL, unless the parties have agreed otherwise.
c) Residues and reminders of entrusted materials, referred to in paragraph b), item X, may be stored by Perfopol free of charge for a period no longer than 3 months upon the date of performance of the service. Upon the expiry of the period they may be scrapped.
- Commissioned work - services
a) In the event where PERFOPOL provides services with the use of the materials entrusted by the Buyer (e.g. if the Buyer delivers materials, intermediate products, equipment or other parts) PERFOPOL shall not be obliged to inspect the delivered goods. The obligation to verify the fitness for the purposes of the contract shall rest with the Buyer.
b) The ordering party shall recognize the customary shortages as agreed. Shortages up to 5% of the entire material quantity shall be admissible and consistent with the contract.
c) If as a result of delivery of defective material or other parts the service provided by PERFOPOL proves defective or unfit for use, the ordering party shall nevertheless be obliged to pay the agreed consideration.
d) PERFOPOL may refuse t perform the service from the entrusted material without consequences, should the material fail to meet the norms specified in certificates or standards, thereby giving rise to a risk of damaging a device or machine during the performance of the manufacturing process.
- Responsibilities of PERFOPOL
a) The quantitative inspection of products shall be effected at the time of collection of the subject of the order by the Counterparty. The quantitative complaints and visible physical defects arising due to damage in transportation shall be accepted solely when submitted in writing at the latest on the next day following the delivery of the goods and must be confirmed with a written protocol confirmed by the carrier.
b) PERFOPOL shall bear liability for the goods in accordance with the regulations in force in Poland, with reservations made in the contract of sale or GTCP.
c) The Buyer shall be obliged to inspect the goods qualitatively at their release.
d) All the complaints shall be immediately submitted to PERFOPOL in writing under pain of nullity. The Buyer shall be obliged to indicate the data identifying the purchase of goods: purchase date, order number, indication of defect, number of goods subject to complaint, position regarding the complaint.
e) The Buyer, when filing a complaint, should take into consideration that the goods must be stored or undergo further processing in accordance with all the relevant standards, specialized requirements in force in that respect, particularly with the requirements of technical documentation and generally accepted engineering principles.
f) In the event that a defect arises, further processing should be immediately abandoned.
g) Complaints regarding visible physical defects (e.g.: dimensional deviations, surface quality, distortions, abrasions should be submitted by the Buyer in writing immediately upon detection, not later than than 14 days following the date of release of the goods and only if the goods have not been subjected to processing.
h) Complaints regarding hidden defects in quality, the detection of which despite a thorough examination of the goods has not been possible, should be submitted to PERFOPOL in writing, immediately upon detection, however not later than 1 month following the date of release of the goods.
i) Failure to submit a complaint within the time limits specified in the contract of sale or GTCP or to furnish the required documents shall result in the loss of any claims by the Buyer towards PERFOPOL.
j) The Buyer shall be obliged to allow PERFOPOL to inspect the goods being the subject of a complaint, including taking of samples and performing investigations, under the pain of losing any claims towards PERFOPOL.
k) In the event where the complaint has been recognized, PERFOPOL reserves the right to choose the manner of finally settling the complaint depending on the scope of damage and associated costs (repair, replacement of goods with new ones, free from defects or the payment of damages indicated by PERFOPOL, subject to possible different warranty entitlements, if such are indicated in the warranty document. In the event of recognizing the complaint by PERFOPOL, but a refusal to repair, replace the goods with new ones, free from defects or the payment of damages, the Buyer may demand a reduction in the purchase price or withdraw from the contract.)
l) If the Buyer interferes with or prevents the settlement of complaint in the manner selected by PERFOPOL, it will result in the loss of any claims towards PERFOPOL, and in particular, PERFOPOL shall be free from any liability for damage arising in connection with the defects being subject of the complaint.
m) The settlement of claims of the Buyer in the manner described above shall exclude the possibility of demanding future compensation in this respect and, in particular, of seeking a repair of the damage on a general basis.
n) In the event where PERFOPOL recognizes the entitlement for the replacement of the goods with the goods free of defects, the Buyer shall be obliged, without further requests, to prior return of the goods within a non-neGTCPiable deadline of 7 days.
o) The filing of a complaint shall not withhold the payment for the goods by the Buyer.
p) PERFOPOL shall have the right refrain from the processing of complaints filed by the Buyer until all the amounts due have been settled by the Buyer and all the other obligations towards PERFOPOL have been fulfilled.
q) PERFOPOL shall not be liable for any indirect, consequential damages, economic losses and lost profits, in particular damages caused by a loss of interest, compensation or profits. In any case the liability of PERFOPOL shall be limited to the actual net price of the goods paid by the Buyer.
r) PERFOPOL shall bear warranty liability provided that a warranty has been granted for the given goods by the Seller, certifying it with a warranty card.
- Protection of copyrights and industrial property rights
a) Any drawings, illustrations, utility models, trademarks, etc., made by PERFOPOL shall be subject to copyright protection and the protection of industrial property laws.
b) Any drawings, illustrations, descriptions and other information provided by PERFOPOL to the Buyer shall be intended solely to illustratea general description of an order, remain the property of PERFOPOL and it shall be forbidden to copy or make them available to third parties without the written consent of the PPUH PERFOPOL Management Board.
c) The Buyer shall be obliged to maintain confidentiality of the data referred to in this item, letter b).
d) A violation of the obligation referred to in this item, letter c) shall allow PERFOPOL to charge a contractual penalty in the amount of PLN 200,000.
e) PERFOPOL shall not be bound by the contents of the drawings, illustrations, descriptions, information, etc., referred to in this item, letter b).
f) Should PERFOPOL process an order based on a drawing, utility model or industrial design provided by the Buyer, which are subject to protection pursuant to copyright or industrial property laws, the Buyer shall bear liability n the event that third parties file claims in connection with protection of their rights towards the Seller.
- Force majeure
a) In the case of force majeure, such as: floods, fires, strikes, riots, wars or power outages in the manufacturing plant lasting over 24 hours, PERFOPOL may withdraw from the contract with immediate effect, which shall not result in liability for damages of PERFOPOL.
- Final provisions
a) The contracts concluded with the use of GTCP shall be subject to universally applicable Polish regulations.
b) The place of performance of the obligations of PERFOPOL arising from contracts concluded with Buyers shall be the place of the registered office of PERFOPOL.
c) In the case of Buyers registered in the Seller's system prior to the entry into force of these GTCP, the Seller shall make the records public and provide for the Buyer's acceptance on the internet site www.PERFOPOL.pl. and in the printed form at the Seller's registered office. The Seller may also make available these GTCP as an annex to offers or an Internet link to this annex. Should the Buyer remain in permanent commercial relationship with the Seller, the Buyer's acceptance of the GTCP with one order shall be deemed the acceptance of the terms for subsequent orders and contracts of sale.
d) All disputes arising from the performance of the contract these Terms apply to, shall be resolved by the court competent for the registered seat of the PERFOPOL company.
e) Irrespective of the content of GTCP, the contract between the parties may be properly amended in the event of the introduction of valid legal acts, whose content will entail additional obligations for the parties. In particular, PERFOPOL may invoke all the amendments in regulations that might entail a change in costs of pursuing business activities or public burdens, and thus a change in the terms of the offer provided by the Seller or already concluded between the parties and not yet executed contracts.
f) In the event of bankruptcy, winding-up or recovery proceedings being opened, the PERFOPOL company's financial claims against the Buyer shall become immediately payable.
g) The invalidity of any provision of the contract or any of the aforementioned regulations shall not affect the validity of the remaining provisions.