OWZ

1.1. The general terms and conditions of purchase presented below (hereinafter “GTC”) apply to orders placed by SURET Sp. z o. o. with its registered office in Dębica, KRS: 0000008931 (“Ordering Party”).  They constitute an integral part of these orders and contracts concluded by the Ordering Party for the supply or purchase of raw materials, goods and services from suppliers (hereinafter “Supplier”) to the Ordering Party.

1.2. Definitions:
a) “GTC” – general terms and conditions of purchase,
b) “Order” – an order placed by the Ordering Party with the Supplier for the purchase of Goods or an order for the provision of Services,
c) “Contract” – a written agreement and/or Purchase Order for the purchase of Goods or Services by the Ordering Party from the Supplier, together with the attachments and GTC, including any other documents submitted by the Ordering Party’s customer and constituting part of it, such as, but not limited to, specifications;
d) “Goods” – tangible goods (including equipment, additional materials, documentation, etc.), the sale and delivery of which are the subject of the Contract/Order,
e) “Services” – stands for services provided to the Ordering Party as a result of the execution of the Contract or Order.

2.1. GTC apply unless otherwise stated in the Order or Contract.  Provisions other than GTC, in particular those included in the Supplier’s terms and conditions of sale, are binding on the Ordering Party only if they are expressly confirmed by the Ordering Party in writing.  The Supplier agrees to the priority application of the provisions of these General Terms and Conditions of Purchase in relation to its own general terms and conditions of contracts, contract templates, regulations, instructions and other normative acts applicable to it. The Supplier’s contract templates are also not used if the Ordering Party has not expressed an explicit objection to their use.

2.2. The Supplier is obliged to deliver and transfer ownership of the Goods to the Ordering Party or to render Services in favour of the Ordering Party in accordance with the Order and these General Terms and Conditions.

2.3. All agreements concluded by the Ordering Party and the Supplier for the purpose of implementing the Contract/Order must be in writing to be valid (e-mail is acceptable).

2.4. The Ordering Party’s waiver from applying specific provisions of these General Terms and Conditions is binding only in relation to a specific Order and cannot be treated by the Supplier as binding on the execution of other orders.

3.1. Orders, order confirmation or changes to the Order must be made in writing, also an e-mail form is acceptable.

3.2. The Supplier is obliged to confirm the Order within 2 business days of its receipt by replying to the e-mail address indicated in the Order. Confirmation of acceptance of the Order constitutes acceptance of these General Terms and Conditions of Purchase. Failure by the Supplier to confirm in writing acceptance of the Order within the above-mentioned period shall be treated by the Ordering Party as tacit acceptance by the Supplier of the Order for execution on the terms specified in the Order and in accordance with the GTC.  In addition, the acceptance of the Order for execution is also understood as the Supplier’s commencement of its execution. If, for technical reasons, the deadline for the Supplier to produce the ordered Goods or provide the Service exceeds the deadline specified in the Order or Contract, the Supplier is obliged to immediately inform the Ordering Party about the extended deadline and the reasons when confirming the Order. The extended deadline ought not to exceed 7 business days.

3.3. If the Order was accepted by the Supplier subject to changes or additions, and such objections according to the contents of the Order were not allowed, the Order shall be deemed not accepted.

3.4. Order Confirmation requires acceptance of:

4.2. Services will be provided at the time and place specified in the Contract/Order, and if such place is not specified – at the Ordering Party’s place of business.

4.3. Should there be a risk of meeting the deadline for the delivery of the Goods/performance of the Service, the Supplier is obliged to immediately provide in writing the expected period of delay and the reasons for its occurrence, as well as the new date of delivery/performance of the service. Failure to provide all or any of the information mentioned above may be grounds for the Ordering Party to withdraw from the Order for reasons attributable to the Supplier. If the Ordering Party accepts the new date provided by the Supplier or sets a different date, then the Supplier shall deliver the Goods/Service in accordance with the new arrangements.

4.4. The Ordering Party reserves the right to claim compensation from the Supplier for improper performance of the Order (including its delay) under the general rules set forth in the Civil Code, as well as reimbursement of costs incurred for replacement performance of the Order.

4.5. Acceptance of late delivery/performance does not mean waiving the above-mentioned claims for damages.

4.6. The Ordering Party, in addition to other provisions of the GTC and the law, may also withdraw from the Order within 30 days from the date the Ordering Party receives information about the Supplier’s delay in delivering all or part of the Goods or performing the Service beyond the date specified in the Order.

4.7. Moreover, if the Goods delivered to the Ordering Party or the Services performed are not consistent with the Order/Contract or otherwise violate the terms of the Order/Contract, then, without limiting any other rights or remedies to which the Ordering Party may be entitled, the Ordering Party may refuse to accept the Goods or Services and request their replacement, redelivery or refund of any payments made by the Ordering Party to the Supplier in connection with such Goods or Services, as appropriate. If this is the case, the Ordering Party may, at its discretion, submit a declaration of withdrawal from the entire Order/Contract or withdrawal from the Order/Contract in the part covering the Goods or Services that are defective or otherwise inconsistent with the Order/Contract or the Goods or Services that have not been delivered or performed in a timely manner, respectively.

4.8. The declaration of withdrawal may be submitted by the Ordering Party to the e-mail address of the Supplier’s representative indicated in the Order/Contract. For such a declaration to be effective, it is not necessary to send any other prior declarations or requests to the Supplier.

5.1. The Supplier is obliged to deliver the Goods in the quantity specified in the Order, made in accordance with the content of the Order, applicable standards and regulations and technical conditions referred to in the Order by the Ordering Party, for which the Supplier shall provide the necessary documents, approvals and certificates together with the delivery of the ordered Goods.

5.2. Deliveries must be marked clearly and legibly in such a manner that the marking remains legible and intact even during transport and storage.

5.3. The packaging and means of transport must be selected in such a way as to exclude damage and deterioration of the quality of the Goods.  If required (e.g., data from the material safety data sheet, requirements of materials for medicine), the means of transport must be adapted to the transportation requirements of the product.

5.4. The Supplier is obliged to attach a delivery document assigned to each shipment, containing full details of the Order. In addition, the Supplier must inform the Ordering Party about any changes before the Goods are shipped. The Ordering Party has the right to refuse acceptance of a delivery if it is not accompanied by a delivery document issued by the Supplier, including the Order number, specifications of the goods shipped, quantity, packaging details, weight and place of acceptance, if indicated in the Order, as well as approvals, certificates and warranty cards.

5.5. The Supplier is obliged to immediately submit any document of origin required by the Supplier, completed with all necessary information.

5.6. The ordered Goods or Services will be delivered by the Supplier to the place indicated in the Order at the Supplier’s expense, unless otherwise provided in the Order. The applicable delivery terms of the Goods, unless otherwise agreed, are the DAP rule for domestic deliveries and the DDP rule for foreign deliveries according to the latest applicable version of Incoterms. The risk of shipment to the Ordering Party is in each case borne by the Supplier. The Ordering Party is not obliged to reimburse the Supplier’s insurance fees.

6.1. The Supplier guarantees that the delivered Goods are brand new, compliant with all technical requirements, in particular specifications and standards, and suitable for the Ordering Party’s use, and defect-free, in particular design and workmanship defects and defects occurring in the their production materials/semi-finished products.

6.2. The Supplier declares that the delivered Goods constitute its property and are free from legal defects and that the Supplier has the right to freely dispose of them, and their delivery to the Ordering Party does not violate any provisions of law, court rulings, administrative decisions or statutory or contractual provisions applicable to the Supplier, and nor will it make it impossible to satisfy a third party’s legitimate claim.

6.3. Defects detected in the delivery, as well as non-compliance of the Goods or Services with the Order/Contract should be reported to the Supplier by the Ordering Party within 5 days from the date of receipt of the Goods or delivery of the Services.

6.4. Quantitative acceptance of the Goods will be carried out upon delivery, however, if the quantitative acceptance of the Goods is not possible or is excessively difficult at such a time, in particular due to the specific nature of the Goods or the method of packaging, the quantitative acceptance will be carried out by the Ordering Party within 7 days from the delivery date.

6.5. If the quantity of the delivered Goods is greater than specified in the Order and the quantity acceptance occurs after delivery, the Supplier will be obliged to collect the surplus at its own expense within 2 days from the date of notification. In the event of failure to collect the Goods in such a manner and within the above-mentioned time, the Ordering Party will be entitled to send the surplus Goods back to the Supplier at its sole expense and risk, or store them with a third party at the Supplier’s expense and risk.

6.6. Any defect in delivery should be reported to the Supplier immediately after it is detected.

6.7. Notwithstanding the provisions of this paragraph, the Ordering Party has the right to refuse to accept all or part of the Goods or Services if, during the acceptance carried out at the time of delivery of the Goods or acceptance of the Services, the Ordering Party finds quality defects or non-compliance of the quantity with the parameters specified in the Order or the Contract or any other violation of the Order or the Contract, including, in particular, packaging violations.

6.8. The Supplier provides the Ordering Party with a warranty for the delivered Goods/provided Services. The warranty period is 24 months from the date of receipt of the Goods or provided Services by the Ordering Party or 24 months from the date of their receipt by the Ordering Party’s customer, whichever is longer, unless the Order/Contract indicates a different warranty period. The Supplier undertakes to remove the defect free of charge if the defect is detected within the above-mentioned warranty period.  If, after this period, defects in the Goods or the provided Service occur as the result of faulty delivery or faulty performance, the Supplier undertakes to cover all costs related to such a situation.

6.9. The Supplier’s response time to reported Defects in order to take action to rectify them is 24 hours from the moment of reporting them by the Ordering Party.

6.10. The Supplier undertakes to rectify the defects detected upon acceptance and during the warranty period within the time specified by the Ordering Party. The Ordering Party reserves the right to return all defective Goods or request their replacement at the Supplier’s expense. The Supplier undertakes to take promptly all necessary steps to ensure that the defective Goods or Services are replaced or repaired at its own expense and with due diligence.  Should the Supplier fail to rectify the reported defect within the prescribed period, the Ordering Party may rectify the defect on the Supplier’s behalf at the Supplier’s expense after notifying the Supplier. The above shall be without prejudice to the Ordering Party’s rights with respect to contractual penalties, supplementary compensation and withholding of payment of the Supplier’s invoices, as well as shall not relieve the Supplier from liability under the guarantee.

6.11. Both the quantity and the quality of the delivered Goods or Services must comply with the previously agreed conditions, the intended purpose, national and international standards, as well as the standards of the Ordering Party and its customers applicable on the date of delivery, the current state of knowledge and technology, accident prevention regulations, relevant provisions of authorities and trade associations, as well as statutory regulations, relating to safety and the environment. If the delivered Goods or Services are defective or do not meet all the guaranteed properties, the Supplier undertakes to supplement the delivery or rectify the defective Goods free of charge (in each case, the Ordering Party is also exempt from any incidental and additional costs, i.e. transport costs, tolls, labour costs, material costs) or to provide an appropriate discount. If the Supplier is unable to meet these requirements or cannot meet them immediately, the Ordering Party has the right to withdraw from the Contract within 30 days from the date the Ordering Party becomes aware of the fact that the Supplier will not meet the said requirements or will not meet them immediately.

6.12. If this is the case, the Ordering Party may, at its discretion, submit a declaration of withdrawal from the entire Order/Contract or withdrawal from the Order/Contract in the part covering the Goods or Services that are defective or otherwise inconsistent with the Order/Contract or the Goods or Services that have not been delivered or performed in a timely manner.

6.13. The declaration of withdrawal may be submitted by the Ordering Party to the e-mail address of the Supplier’s representative indicated in the Order. For such a declaration to be effective, it is not necessary to send any other prior declarations or requests to the Supplier.

6.14. The Supplier also authorizes the Ordering Party to substitute the defects at its sole expense and risk in the event that the Supplier fails to rectify them within the appropriate time, which shall apply in particular when the Supplier:
a) fails to rectify a defect in the Goods or Services;
b) has rectified the defect of the Goods or Services in an improper or ineffective manner;
c) has not supplemented the delivery of the Goods or Services in terms of quantity within the period specified in the Contract or GTC;
d) has not replaced the Goods or Services with defect-free ones.

6.15. In special cases where defects may result in the production halt, delay in project implementation or delay in delivery to the customer, the Ordering Party is entitled to immediately rectify the defects itself at the Supplier’s expense before the deadline set by the Ordering Party. In this case, the Ordering Party shall immediately inform the Supplier by e-mail of the Supplier’s representative indicated in the Order/Contract. The Supplier’s lack of objection within 24 hours from the delivery of the e-mail equals with the Supplier’s acceptance.

6.16. Notwithstanding the rights under the warranty, the Supplier is liable to the Ordering Party under the warranty in accordance with the provisions of the Civil Code. The period of the Supplier’s warranty is equal to the period of the Supplier’s warranty.

6.17. Any claim made during the warranty period extends the warranty periods by the time counted from the date of notification to the date of rectification of the reported defect. When the Goods or Services have been replaced/defects rectified, the warranty for such Goods or Services runs from the date of its replacement/rectification of defects.

6.18. If, in the event of a complaint, costs arise on the part of the Ordering Party, including the costs of arranging activities in the Ordering Party’s production departments, the Supplier shall be charged the amount corresponding to the expenses currently incurred – once they have been identified. In addition, the Supplier will bear the costs of necessary sorting actions and production halts.

7.1. The Supplier bears full liability for any damage caused by the Goods delivered or the service provided, regardless of the Supplier’s fault (strict liability). In the event of damage, the cause of which can be clearly traced to the Goods acquired from the Supplier or the Service performed by it, the Supplier shall bear all the consequences resulting therefrom. Any third-party claims in this respect shall be borne by the Supplier.

7.2. The Supplier is also obliged to reimburse any costs incurred as a result of the corrective action. The Supplier shall be informed about the method and scope of the corrective action carried out – if possible and justified – and shall be given the opportunity to present hits stand within 3 days from the moment of being notified.

8.1 The Supplier ensures that no rights of third parties will be infringed in connection with the Supplier’s delivery in the territory of the Republic of Poland.

8.2 The Supplier shall indemnify the Ordering Party from any liability for any third party claims in connection with goods, parts and materials supplied under patent, license or proprietary designs. In the event of proceedings conducted in relation to such claims, the Supplier will provide the direct defence of the Ordering Party at its own expense. The Ordering Party is not entitled – without the consent of the Supplier – to conclude any contracts with third parties, in particular to conclude a settlement.

8.3 The Supplier’s obligation to indemnify the Ordering Party applies to all costs incurred by the Ordering Party in connection with third party claims.

8.4 Clauses in the Supplier’s general terms and conditions that extend these provisions regarding the Supplier’s liability will not be recognized. Consent to such a reservation requires separate written approval of the Ordering Party.

9.1 VAT invoices must be prepared with full Order details and should include a reference to the number of the associated consignment note provided with the delivery.

9.2 Payment is made by transfer.

9.3 The Supplier has no right, without the prior consent of the Ordering Party, to transfer receivables to third parties.

9.4. The prices provided in the Order/Contract are fixed and not subject to change. They include Goods delivered to a specific place of delivery at the Supplier’s expense and services provided at the place specified in the Contract.

9.5 The Supplier shall submit invoices in an auditable form, in accordance with applicable regulations, generally accepted accounting principles and the specific requirements of the Ordering Party.

9.6 Invoices will be sent to the postal address of the Ordering Party, and if the Parties sign an agreement to accept electronic invoices, the Supplier may send invoices to the following e-mail address:e-faktury@suret.com.pl

9.7 Should the Supplier submit a defective or incomplete invoice, the Ordering Party may withhold payment of the invoice, without the Supplier’s right to charge interest, until a corrected invoice (invoice or correction note) is clarified and submitted.

9.8 If the invoice issued by the Supplier proves to be incorrect for formal, legal or material reasons, the Supplier shall be obliged to compensate the Ordering Party for the loss resulting from the determination of the tax liability, together with the sanctions and interest imposed on the Ordering Party by the tax authority.

9.9 Unless otherwise agreed by the Parties, payment shall be made by wire transfer to the bank account indicated by the Supplier on the invoice within 30 days from the date of receipt of a properly issued invoice by the Ordering Party.

9.10 Starting from May 1, 2023, the Ordering Party establishes the first and third Thursday of the month as the day of systematic payment of trade receivables. If the designated date falls on a public holiday, the payment shall be made on the first business day falling after the designated date.

9.11 The day of debiting the Ordering Party’s bank account shall be deemed the day of payment.

9.12 All banking costs arising outside the Ordering Party’s bank shall be borne by the Supplier.

9.13 The Ordering Party reserves the right to make deductions or withhold payments for Goods and/or Services that have not been delivered in accordance with the Contract, especially in the event of a complaint, the payment shall be withheld until the complaint is finally resolved.

9.14 In the case of Services billed on an hourly basis, it is necessary for the Ordering Party to confirm in writing the Supplier’s time reports, and the Supplier shall submit such time reports to the Ordering Party for confirmation as requested by the Ordering Party, at the latest with the invoice to which they relate. For the avoidance of doubt, confirmation of time reports shall not be tantamount to confirmation of the Supplier’s claims, and the Ordering Party shall not obliged to pay an invoice based on time reports not confirmed in writing by the Ordering Party.

9.15 Any work, storage, documentation, materials, equipment or parts specified in the Contract and/or in the Order as part of the scope of the subject matter of the Order/Contract, as well as being essential for technical completeness and necessary for the proper, regular and safe operation of the subject matter of the Order/Contract, shall be deemed to be included in the Subject Matter of the Order/Contract and in the total price specified in the Order/Contract, unless such work, as well as materials, equipment or parts, have been expressly excluded on the basis of the provisions of a given Contract or the terms and conditions of the Order. If, for example, a given part or detail is not included in the technical specification, although the given part or detail may, in accordance with the normal and reasonable interpretation of the subject of the Order/Contract, fall within the scope of its subject matter, the given part or detail shall be treated as included in the total the price specified in the Order/Contract.

10.1 The place of performance for deliveries and payments is the address specified in the Order.

10.2. The Parties agree that Polish law shall apply to all matters arising from the execution of Orders.

10.3. In matters not regulated by these GTC, the relevant provisions of the Polish Civil Code shall apply. In the event of a dispute arising from the interpretation of the GTC, which the parties are unable to resolve amicably, the court with jurisdiction over the registered office of the Ordering Party shall be the deciding court.

11.1. All information obtained by the Supplier in connection with the execution of the Order, including in particular all information, data, materials regarding the Ordering Party and entities liaising with the Disclosing Party, if any, transmitted orally, in writing, in electronic form or in any other way, in particular technical, commercial, organizational, financial, accounting, personal and statistical information regarding the Disclosing Party and entities collaborating with the Disclosing Party, including information regarding the scope of activity of the Disclosing Party and the above-mentioned entities, all information of economic value regarding the Disclosing Party or its enterprises and cooperating entities, if any; which information the Receiving Party obtained from the Disclosing Party or its employees/collaborators in the implementation of the Cooperation (hereinafter “Confidential Information”) shall be considered by the Parties as confidential information and as such shall not be disclosed to third parties without the prior consent of the Ordering Party.

11.2. Confidential Information shall be used by the Supplier only and exclusively for the purposes of executing Orders/Contracts and in accordance with the provisions of the GTC.

11.3. Notwithstanding provisions of 10.1 above, Confidential Information does not constitute:

a) publicly available information,
b) information that becomes publicly available other than by breaching the provisions of this Contract,
c) information that will be disclosed by the Supplier after obtaining the Ordering Party’s prior written consent to disclosure.

11.4. The Supplier is obliged to:

a) secure Confidential Information against its transfer or disclosure to third parties and apply procedures to prevent its transfer or disclosure to third parties,
b) use Confidential Information only for purposes related to the Contract or the execution of Orders, or pursuing claims arising therefrom,
c) not to disclose, transfer or make available Confidential Information to third parties, with the exception of persons with the help of whom the Orders or the Contract are implemented, provided that these persons will be obliged by the Supplier to comply with the obligations provided for in these General Terms and Conditions in relation to Confidential Information,
d) not duplicate the provided Confidential Information in any way, unless it is necessary for the purposes of executing the Orders and the Contract,
e) return to the Ordering Party, after the last Order or after the Contract termination, whichever occurs later, all media containing Confidential Information (including all copies made), or their permanent removal from the media on which other information of the Ordering Party is located.

11.5. Confidential Information may be provided only to such employees and associates (entities running a business activity constantly cooperating with the Supplier) of the Supplier who, due to the scope of their duties, will be involved in the implementation of the Contract between the parties, in connection with which Confidential Information is provided and who will be previously informed about the nature of Confidential Information and the Supplier’s obligations arising from the GTC.  At the same time, the Supplier undertakes to take reasonable remedial measures that it would take if it concerned its own Confidential Information, in order to prevent unauthorized disclosure of Confidential Information and to prevent access to such information by unauthorized employees and collaborators and other unauthorized persons. The Receiving Party assumes sole responsibility for all consequences of violations of obligations arising from the GTC by the persons indicated in this paragraph.

11.6. It shall not be a breach of the obligation to keep Confidential Information confidential for the Supplier to disclose Confidential Information to courts or public authorities under laws generally applicable in the territory of the Republic of Poland, court rulings, decisions or decisions of public authorities.

11.7. As for the case set out in 11.6, the Supplier shall immediately inform the Ordering Party about the submitted request before providing Confidential Information, indicating the entity requesting Confidential Information, the legal basis and the scope of information.

11.8. Confidential Information received by the Supplier shall remain the property of the Ordering Party, and its disclosure to the Supplier shall not imply any right to disseminate or use it outside the limits indicated above and the cooperation between the Ordering Party and the Supplier.

11.9. The obligation to keep Confidential Information secret is binding on the Supplier from the moment of concluding the Contract with the Ordering Party or placing an Order by the Ordering Party and during the cooperation between the Ordering Party and the Supplier and remains in force after the last Order has been completed or after the Contract termination, whichever occurs later, for a period of 3 years, unless the law provides for an obligation to keep Confidential Information secret for a longer period.

12.1. The GTC constitute an integral part of the Order placed with the Supplier by the Ordering Party. In the event of differences in the interpretation of the provisions of the Order and the GTC, the provisions of the Order shall prevail. The terms and conditions of the Order may specify, including exclude, extend or limit the scope of application of the General Terms and Conditions.

12.2. Should any provision of the GTC be invalid, this does not invalidate the entire General Terms and Conditions. The Ordering Party shall make every effort to replace invalid provisions with valid ones.

12.3. Any changes and additions to the GTC must be made in writing and sent via e-mail to the Supplier.   The new content of the GTC shall come into effect as soon as the Supplier is informed of the change.

12.4. The Supplier consents to the processing of his personal data by the Ordering Party for the purpose of executing the order as well as for marketing purposes related to the business.

12.5. The GTC are valid from May 15, 2023.