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NT Industry sp. z o.o.

43-180, Orzesze, ul. Fabryczna 1

Tel.: 32 420 62 00

E-mail: info@ntindustry.com

General Purchasing Terms

 General Purchasing Terms for materials and services

§1.
Definitions
Within the meaning of the current General Purchasing Terms, the terms enumerated below, written with capital letter, have the following meanings and significations:
1. GPT - the following general terms of purchasing goods and/or providing services defining terms of concluding and fulfilling the Agreement of sales of Products, as well as to any preliminary agreements, related with conducted agreement or further agreements.
GPT shall apply to, and become integral part of any Agreements concluded by Buyer, especially all Agreements already concluded to the extent which is not individually specified in those Agreements.
Referring to GPT in any other Agreements between Parties is not required in order to incorporate them into the content of those agreements.
Concluding Agreement between the Parties also means confirmation and acceptance of following GPT, and simultaneously abolition of any general terms and condition of sale or provision of services which are effective in Seller’s order but stand in conflict with following GPT. Regulations referred to in the preceding sentence remain valid also if the Seller does not object to those terms in the manner as provided by Buyer.
Any other terms of sale or provision of services applicable in Seller’s order bind Parties only in the extent allowed hereunder or if Parties individually agree otherwise in written or e-mail form under pain of nullity. Following GPT remain valid unless Buyer replaces them with new ones.
2. Seller - natural person, legal person or organizational unit with no legal personality, with witch the Buyer conducted the Agreement or took any other action which resulted in purchasing Seller’s Product. The Seller is also understood to mean deliver, distributor, producer, etc.
3. Buyer - “NT INDUSTRY” Sp. z o. o. a company organized and existing under Polish law, with its registered office in Orzesze, Fabryczna Street 2 recorded into Register of Entrepreneurs of National Court Register by the District Court Katowice-Wschód in Katowice, VII Commercial Department of National Court Register under the number 0000151864, NIP: 6351669795, REGON: 278004809,
4. Product or Products - trade products (materials, devices, parts of devices, equipment, structures, constructions, parts of structures, etc.) produced and/or sold and/or delivered by the Seller together with Technical Documentation or/and servicer provided within the framework of the Agreement, as well as the services rendered for the Buyer.
5. Working Days - days from Monday to Friday from 8 a.m. to 3 p.m. except form statutory Polish holidays.
6. Technical Documentation - means complete producer’s technical documentation of the Product in Polish and English language, including Product’s certificates, instruction of usage, calibration, conservation, regulation, list of spare parts and optional equipment along with technical drawings and all other document demanded by polish applicable law, provided by the Seller along with the Product and attached to the Agreement and/or Product. All documents submitted by the Seller referring to the quality and technical parameters of the Product, especially its technical properties shall be treated as a confirmation of existence of those features and stands for a declaration of compliance of the Product with those features.
7. Price – whenever the GPT mentions price, it is understood to mean the price of Product, which constitutes sole and exclusive commitment of the Buyer to the Seller on account of the Agreement. Unless something else is derived directly from GPT or Agreement, the Price stands for the sum of all prices of the Products covered by the Agreement, not the singular unit price of each good/service contemplated by the Agreement.


§ 2.
The Offer
1. The Buyer may turn to the Seller with an offer inquiry. The Seller prepares the Offer on the basis of the offer inquiry.
2. If submitting an order by the Buyer is preceded by preparing an offer by the Seller (further: the Offer), the Offer prepared and send by the Seller is free-of-charge. The Buyer shall not reimburse the Seller any expenses incurred in connection with preparation of the Offer, including costs of: visits, estimating the Offer, creating or planning of documents, delivery or any other.
3. Offer is valid for a period pointed in it, since the Buyer actually receives it. Receiving the Offer beyond Buyer’s working day (other than beyond Working Days), means that the bounding period of the Offer begins on the next Buyer’s Working Day; Moment of sending the Order by Buyer (at the latest on the last day of Offer’s binding period ) is sufficient to keep the time limit set in the Offer. If the Offer does not define its effective period, the Offer is valid for at least 30 days since Buyer receives it.
4. Information placed on Seller’s websites, catalogs, brochures, flyers, advertisements and other publications do constitute an offer in accordance with Polish civil code, especially when they bear a price.
5. Each time the Offer shall contain information about the country of origin of the Product.

 § 3.
Placing the Order and its acceptance
1. The Buyer sends an order (further: the Order) to the Seller on the bases of the Offer received from the Seller, or without it. The Order may differ from the Offer, in that case the content of the Order is binding for the Parties.
2. An agreement (further: the Agreement) is concluded as a result of Seller’s acceptance of Buyer’s Order for Seller’s Product in electronic form on Buyer’s electronic address or via fax on Buyer’s fax number or in written form
3. The Order is deemed to have been accepted in following situations:
a. The Seller directly accepted the Order in written form (sending scaned written Order’s acceptance by electronic mail or fax is allowed) – the Agreement is concluded at the moment of receiving by the Buyer written acceptance of the Order from the Seller. Written acceptance of the Order shall be addressed and send the Buyer on the address specified in GTP without undue delay.
Any correspondence with the Buyer shall contain Seller’s number in Buyer’s system as well as Buyer’s Order number .
b. The Seller does not reject the Order in the written form, under pain of nullity (sending scaned written Order’s rejection by electronic mail or fax is allowed), within 24 hours since the date of receiving the Order – the Agreement is concluded upon the time 24 hours since placing the Order by the Buyer lapses (moment of sending the scan of Order via electronic post or fax is binding).
c. The Seller begins to realize the Order in any way - the Agreement is concluded upon the moment the Seller commences to realize the Agreement.
d. Without any Seller’s acceptance, if the Buyer accepts the Seller’s Offer directly by sending the Order consistent with the Offer – the Agreement is concluded upon the time of sending the Order by the Buyer (moment of sending the scan of the Order via electronic mail or fax is binding)
4. If the acceptance of the Order by the Seller contains any modification against the content of the Buyer’s Order, it shall be understood as new offer. The Agreement will be concluded only in case the Buyer directly accepts new offer in written form (sending scaned written confirmation of the Order via electronic mail or fax is allowed).
5. The Buyer is allowed to withdraw from the Agreement within 72 hours since the date of concluding the Agreement without specifying the reason. In case mentioned in proceeding sentence, the Seller is not entitled to receive any payment, reimbursement of any expanses or to claim any other civil rights form the Buyer, the Seller hereby irrevocably waives the right to receive them.

 § 4.
The Agreement
1. Concluding the Agreement is equivalent to making following statements by the Seller:
a. The Seller acknowledges and accepts without any objections following GPT,
b. The Seller has all required qualifications, permissions, rights, resources or measures to fulfill the Agreement,
c. Upon the date of the acceptance of the Order, a petition for declaration of bankruptcy against the Seller have not been filed, nor the enumerated above proceeding is pending, the Seller does not meet the prerequisites of bankruptcy nor liquidation, no enforcement or securing proceeding is pending, the Seller in not in liquidation. The Seller is not in arrears with any kind of public payment (including salary, social insurance premiums for employees, or with honorary for third persons cooperating the Seller on any kind of legal base). The Seller’s financial condition ensures proper performance of the Agreement. No other circumstances may influence negatively (threaten or prevent) on the proper performance of the Agreement by the Seller.
d. The spouse of the Seller has been informed about the content and the fact of concluding the Agreement and consents with its conditions (in case the Seller is a natural person, formally stays in matrimony with conjugal or extended matrimonial community). The provision of the preceding sentence shall be applied accordingly to the shareholders in partnership companies, who are liable for company’s obligations.
e. The Seller has the knowledge, experience, economic and technologic potential, as well as employees, necessary to properly perform the subject of Agreement by, and in his judgement there are no other obstacles, which could prevent him from appropriate performance of the Agreement,
f. The Seller declares that he is covered by insurance with a reputedly solvent insurance company, covering its civil and professional responsibility in fixed and sufficient amounts to cover the risks associated with the concluded Agreement.
g. The Seller declares that the person placing the Offer and/or accepting the Order is authorized to dispose rights as well as to assume obligations on its behalf in the extent necessary to conclude the Agreement, and his/her authorization has not been cancelled. The person acting on behalf of the Seller, by taking actions mentioned the preceding sentence, bears full compensational liability to the Buyer for the truthfulness of this declaration and also for undertaken liability (in solidarity with the Seller) .
h. Within the preceding year the Seller realized all submitted orders and performed them with due diligence.
i. Natural person acting on behalf of the Seller has not been sentenced with legally valid judgement for crime committed in connection with the proceeding of procurement contract, crime of briber or any other crime committed in order to gain financial profits.
j. No other member of the governing bodies of the Seller has not been sentenced with legally valid judgement for crime committed in connection with the proceeding of procurement contract, crime of briber or any other crime committed in order to gain financial profits.
k. No pecuniary penalty, mentioned in the regulations about acts on combating unfair competition for act of unfair competition consisting on bribery of the public functionary has not been imposed on the Seller as natural person, members of governing bodies of Seller or person authorized to represent the Seller.
2. Parties clearly represent, that they conclude the Agreement exclusively on the basis of enumerated in previous clause statements and Sellers declarations. In addition the Seller declares to be aware of criminal liability for making untrue statements enumerated in previous clause or for failing in fulfilling the obligation mentioned in the clause 3 of following paragraph, which can form the grounds for initiating the criminal proceeding for bringing about unfavorable dispose of Buyer’s possessions or other; Simultaneously the Seller bears full compensational liability towards the Buyer.
3. Shall any of the circumstances mentioned in clause 1 of following paragraph change since the day of concluding the Agreement, the Seller is obliged to immediately, not later than in 2 Working Days since the existence of changed circumstances, inform the Buyer about it in writing under pain of nullity. In case of non-fulfilment of mentioned obligation, the Seller bears all possible negative consequences.
4. Integral part of any Agreement is the technical specifications of the Product and GPT.
5. The Agreement means also any other individually negotiated agreement between the Buyer and the Seller, in the extent wider than the Offer or Order. In such cases GPT shall be applied supplementary.
6. Any possible amendments of the Agreement must be made in writing under the pain of nullity.

 § 5.
Performance of the Agreement
1. The Seller shall execute the Agreement concluded with him on its own, unless Parties decided otherwise. Sub-agreements in whole or in part must only be mandated to third party with Buyer’s written, under pain on nullity, approval.
2. The Seller bears full compensational liability for actions or/and omissions of sub-sellers or Seller’s mandataries as for its own actions or/and omissions, even if sub-sellers or mandataries are entities professionally fulfilling such commissions or the Seller does not take the fault in the choice.
3. The Seller (as well as his employees and coworkers, regardless of the title of employment or cooperation, and Seller’s carrier driver) is obliged to observe the internal Buyer’s regulations while performing the services or delivering the Products on the Buyer’s premises; the Seller bears full compensational liability for any kind of damage caused by its actions or/and omissions (including indirect damages, damages to the third person, possible damages, etc.),
4. The Seller is obliged to perform the subject of the Agreement with the utmost diligence and ability, applying the most stringent standards prevailing in the industry for this purpose, to the full satisfaction of the Buyer.
5. The Seller may not transfer (especially by assignment, sell, pledge, or any other) any of its rights nor obligations arising from Agreement on third party.
6. The Seller bears full compensational liability for not delivering the Product or delivering the Product inconsistent with the Agreement.
7. The Buyer may charge the Seller with contractual penalty equal to the price gross for questioned part of Product deriving from the Agreement, if the Seller breaches any regulation mentioned in following paragraph.

 § 6.
The Quality of the Product
1. The Seller is obliged to perform the Products of highest quality; using for its production only the materials and techniques strictly defined in the Agreement and/or materials provided by Buyer.
2. The Seller guaranties the highest quality of the Product, especially its compliance with technical specification enclosed to the Agreement.
3. The Seller guaranties compliance of the Product with any regulations, procedures, specifications etc. which shall be applied to the Product covered by the Agreement.
4. The Seller guaranties that the Product is free of any defects and at Buyer’s request the Seller is obliged to prove it by showing for example protocols from performed test of Product or any other proofs.
5. Shall the Seller identify any defected Product or have even the suspicion of existence of the fault or defect between the parts of Product delivered to the Buyer, the Seller is obliged to immediately inform the Buyer as well as to undertake necessary measures.
6. The Seller guaranties that delivered Product are not older than 12 months since the date of manufacturing.
7. Delivery of chemical substances is assumed to be correct only if there is a full compliance of the delivered material with the Agreement, especially in regard to the name of producer and trademark. Delivering chemical substances with identical effectiveness but produced by different company or under different trademark is not allowed.
8. The Buyer, in person or through the person authorized by him, has the right to perform control of realization of the Agreement (especially in terms of compliance of basis materials, their quality documentation and accordance to the Agreement) in the place where the Product is made or stored by Seller, at any time. The mentioned control may be announcer or unannounced (at Seller’s working hours).
9. During the inspection the Seller must make sure that there are English and/or German speaking persons present for communication with the inspection staff. If the Seller fails to perform obligation mentioned in the preceding sentence, the Buyer might charge him with the costs of hiring professional translator.
10. If an inspection announced in advance is not successful due to the reasons the Seller is responsible for (delay in production etc.), the travelling expenses for a new inspection in new date shall be paid by the Seller according to the financial documents provided by the Buyer.
11. Any changes of Products specified parameters shall be previously confirmed by Buyer, under pain of nullity.
12. In case of negative results of inspection, the Seller will be charged with any created costs, regardless of all other Buyer’s measures which can be applied on the bases of generally applicable law provisions or the Agreement.
13. The Buyer may charge the Seller with contractual penalty equal to the price gross for questioned part of Product deriving from the Agreement, if the Seller breaches any regulation mentioned in following paragraph.


§ 7.
Transport of the Product
1. As a rule, the transport of the Product is ensured by Seller’s means of transport.
2. The costs (including any charges of packing, insurance, loading, crossing the border, import duties, unloading, assembly, installation in the Place of Delivery and other) as well as the risk of transport to the Place of Delivery is covered by the Seller.
3. The Seller will be informed about the transport of the Product by sending him at the date of sending the Product the bill of landing (scan via e-mail on Buyer’s electronic address). The copy of bill of landing will be enclosed to the delivery. The Product shall be packed in the way that enables its safe transport.
4. Product shall be packed in a way which enables safe transport.
5. The Seller is obliged to insure the Product during the transport. The Seller is liable for any, including accidental, possible damage to the Product and/or its loos until the Product is accepted by the Buyer.
6. The Seller shall comply with the statutory and official regulations of Poland and European Union, applicable to manufacturers, suppliers, sellers and dealers; the Seller shall especially observe the provisions of the Packaging Directive and the Electronic Scrap Directive in their currently valid versions. The resultant costs of applying the above mentioned regulations, shall be borne by the Seller.
7. The Seller hereby waves the right to charge the Buyer with any additional costs, that may arise due to the performance of the provisions in following paragraph.
8. Shall the Buyer collect the Product with his own mean of transport form the Place of Delivery, which is f.e. the Seller’s warehouse or any other localization deriving from the Agreement, the Seller is obliged to provide proper packing, loading, unloading, insurance (when it derives from the Agreement) , etc. proper for the kind of Product aa well as to the mean of transport.
§ 8
The Place and the Date of Delivery
1. The Seller will deliver the Product to the Place of Delivery indicated in the Agreement. If the Agreement does not indicate the Place of Delivery, the Product shall be delivered to the Buyer’s warehouse in Orzesze, Fabryczna street 1.
2. Date of Delivery is established in the Agreement. If the Date of Delivery does not indicate specific date, but is indicated in days/weeks/months, the delivery date shall be calculated according to the regulations of polish civil code. Date of Delivery may only be changed with Buyer’s written approval under pain of nullity.
3. In case of delay in delivery of Product, Buyer can charge the Seller with contractual penalty equal to the 0,5% of total price of Product gross deriving from the Agreement for each commence day of delay. Whereupon in case of partial delivery, the contractual penalty will be calculated from the whole price deriving from the Agreement, not only the part of Product, which the delay in delivery considers.
4. Provisions mentioned in the preceding clause shall not prejudice the Buyer’s right to seek redress of the damages exceeding the amount of the stipulated contractual penalty pursuant on any legal basis.
5. In case the delay in delivery exceeds 3 days, the Buyer is entitled to use substitutive performance. The Buyer is not obliged to obtain court’s permission for substitutive performance, nor to prior summon for performance of the delivery or to set an additional time limit.
6. In case of an earlier delivery, the Buyer shall not be obliged to accept the Delivery Date nor to pay earlier.
7. If the need of arrival notification derivers from the Agreement, and the Seller will not respect this provision, the Buyer is entitled to refuse to accept the delivery of the Product at the Date of Delivery and to refuse to pay, until the proper arrival notification, as well as to charge the Seller with the contractual penalty for delay in delivery. The Seller is not entitled to demand reimbursement of any costs connected with Buyer’s refusal of acceptance of Product at the Date of Delivery .

§ 9
Documents of the Delivery
1. With each delivery, the Buyer will receive at least the following documents (unless the Agreement constitutes otherwise):
a. Bill of landing,
b. Specification of delivery/” WZ” document,
c. Invoice,
d. Technical Documentation
e. Certificates, compliance declarations and other required by generally applicable provisions of law documents, if they are applied for such kind of Product,
2. Original “WZ” document, without any deletions, shall contain following information:
a. Number of Order,
b. Seller’s name and address,
c. Seller’s identification number granted by the Buyer,
d. Date and Place of Delivery,
e. Clear description of an article with specified measures of quantity and packaging, in accordance with the description on the product,
f. Total amount of specified articles,
g. Usefulness period, if it is necessary,
3. The order of the articles on the “WZ” document shall be consistent with the order of articles in the Agreement.

§ 10
Acceptance of delivery
1. If the Product is delivered by the Seller (with Seller’s own transport measure or by carrier):
a. During the acceptance of the Product by the Buyer, the carrier is obliged to observe internal Buyer’s regulations, as well as regulation regarding to the unloading, Product’s quality and quantity control, hygiene and safety. The Seller is obliged to inform the carrier about preceding obligation, if he is not delivering the Product himself.
b. Unloading of the Product is performed by the Seller or by the Buyer on Seller’s risk , unless the Agreement constitutes otherwise. The Buyer shall not make an access to his operational materials nor tools useful during the unloading. The Seller is obliged to unload and/or install the Product, using the proper equipment and appropriately qualified personnel. The Seller is fully liable for all damages caused during the unloading and/or installing of the Product.
c. The driver must be present during unloading and acceptance of the Product by the Buyer.
d. If the unloading of Buyer’s Product requires unloading/reloading/loading of another product located on Seller’s or Seller’s carrier mean of transport, the Buyer will charge the Seller with additional costs of unloading/reloading/loading according to the rate of 120 zł net for 1 working hour, and the Seller is obliged to pay those costs. In the aforesaid situation, the Buyer is not liable for damage/loos of another product. The aforesaid activities are performed on Seller’s exclusive and full responsibility.
2. If the Product is collected by the Buyer (with Buyer’s own transport measure or by the carrier):
a. The Product shall be prepared to collect in the way, which enables its loading on the transport measure used by the Buyer, especially it should be properly packed and protected for transport.
b. The Seller is obliged to ensure presence of appropriately qualified personnel and/or equipment in order to load the Product on Buyer’s transport measure. Buyer’s driver or Buyer’s carrier do not participate in loading of the Product.
c. If unloading of the Product requires participation of Buyer or his carrier, then the Buyer will charge the Seller with additional cost of unloading/reloading/loading according to the rate of …. zł net for 1 working hour, and the Seller is obliged to pay those costs. In the aforesaid situation, the Buyer is not liable for damage/loos of another product. The aforesaid activities are performed on Seller’s exclusive and full responsibility.
3. If delivered Product needs assembly or installation, the Seller is obliged to ensure assembly and installation of the Product in the Place of Delivery as well as performing any tests, setting in motion or training Buyer’s personnel.
4. If the person designed by the Buyer to accept the Product refuses to accept parts or whole Product, the Seller or his carries is obliged to take back Products that have been rejected during the same delivery.
5. Rejected Products are specified on separate document, called document of discrepancy or directly on the “WZ” document.
6. At the end of delivery of the Product, after unloading in the Place of Delivery and assembly/setting in motion (if it derives from the Agreement) or after loading the Product on the transport measure provided by the Buyer, the driver of Seller’s carrier and Buyer’s employee or Seller’s employee and driver of Buyer’s carrier sign the “WZ” document and document of discrepancy if necessary.
7. Acceptance of delivery requires for its validity confirmation by company stamp and signature of Buyer’s employee or Buyer’s carrier driver on the “WZ” document. Each time GPT mentions acceptance of delivery or acceptance of the Product it is understood to mean signing of the “WZ” document according to the following clause.
8. Bill of landing is not a document accepted by the Buyer as a confirmation of receiving the Products delivered by the Seller.

 § 11.
Complaint of delivery
1. In case of discovering discrepancy in delivery between the provisions of the Agreement, the Buyer will inform the Seller by e-mail, sending complaint of the delivery among with prepared during the procedure of acceptance of the Product or within 14 days since the date of acceptance of the Product document of discrepancy.
2. The Buyer sends complaint of the delivery to the Seller in writing or by e-mail on the address indicated by the Seller.
3. In the complaint the Buyer determines demanded way and time of eliminating the defects, which binds the Seller. The Buyer may especially demand delivering the Product in the quantity and quality in compliance with the Agreement, collecting the Product inconsistent with the Agreement at Seller’s own costs and risk, lowering the price deriving from the Agreement or withdrawing from the Agreement partially or in whole.
4. The Seller is obliged to express his standpoint to the filed complain within 14 days since the date of sending the complaint by the Buyer.
5. Upon ineffective lapse of the aforementioned in preceding clause time limit, the complaint is considered to be accepted by Seller.
6. In case of delay in performing the obligation from complaint in relation to the time limit set by the Buyer, the Buyer will charge the Seller with contractual penalty equal to the 0,5 % of gross price of the complained Product gross for each day of delay.

§ 12
Refusal of acceptance or return of delivery
1. The Buyer is obliged to refuse acceptance of the Product or return the Product to the Seller, at Seller’s own costs and risk, in following cases:
a. “WZ” document or any other required document was not delivered along with the Product,
b. the Buyer discovers shortcomings in the Product, Technical Documentation, trademarks, quality, type or quantity or any other parameter,
c. the Product is not of the appropriate quality, especially: it is not in consistent with the Agreement, first-quality or is below the established and expected for such products quality, shows the signs of wear, shows the sign of negligence in production or/and assembling,
d. the Product was delivered earlier. However, the Seller may propose earlier Date of Delivery, acceptance of new Date of Delivery requires Buyer’s, written under pain of nullity, consent. Nevertheless, earlier delivery does not have an impact on the payment date.
e. the Seller delivers only the part of the Product or delivers the Product consistent with the Agreement, but in lower quantity,
f. if the Seller delivers the Product consistent with the Agreement, but in bigger amount, the Buyer may refuse to receipt the surplus,
g. The Product (transported by Buyer’s transport measure) is not properly prepared to loading by the Buyer, especially it is improperly packed or protected for the transport.
h. There is no appropriately qualified personnel and/or equipment in order to load the Product on Buyer’s transport measure at the Place of Delivery,
i. Any other inconsistency of the Product with the Agreement,
j. The Product (requiring assembly or installing) has not been assembled/installed at the Place of Delivery, control test or setting in motion have not been performed or have showed discrepancies from assumed by the Buyer parameters or the training of Buyer’s employees have not been performed or was performed improperly.
2. In the case of refusal of acceptance of the Product by the Buyer due to the causes stipulated in preceding clause, the Buyer may charge the Seller with any possible negative consequences (especially with contractual penalties, compensation, additional costs borne by the Buyer, f.e. for loading/unloading of the Product etc.) deriving from the Agreement and the Seller is obliged to unconditionally and irrevocably cover them, at Buyer’s first demand.
3. The Buyer is entitled to confirm discrepancy of the Product with the Agreement in terms mentioned in clause 1 of following paragraph within 30 days since receiving the Product. Sending an e-mail message on Seller’s address is sufficient.
4. If the Buyer decides to return Product to the Seller, in the cases stipulated in clause 1 of following paragraph, the Seller is obliged to collect the Product within 30 days since the information about return of the Product was send by the Buyer.
5. Upon ineffective lapse of the aforementioned time limit, the Buyer will charge the Seller with additional costs of storage of the Product equal to …. zł per 1 m2 for one calendar day of storage, as well as its warehouse services equal to … zł net per 1 working hour. The Product will be held on Seller’s own risk.
6. In case the Buyer was obliged to provide materials for the Seller, the Seller shall return all received materials (and if the Seller has already used those materials, he should return the pecuniary equivalent according to the prices established by the Buyer or return the same materials at the same quantity and quality) at his own expanses.
7. After another 14 days since the date mentioned in clause 4 of the following paragraph, the Buyer is entitled to dispose the Product without any restraint. The Buyer is especially entitled to sell, liquidate in any possible way, notwithstanding the Buyer’s right to demand form the Seller: return of the Product’s price, contractual penalties or compensation on the basis of the Agreement or the generally applicable legal provisions in force.
8. In cases of justified refusal or return of delivery of the Product, the Buyer is entitled to charge the Seller with contractual penalty equal to the price of the refused or returned by the Buyer Product gross,
9. The Buyer may decide – at his own choice – to accept the delivery of the Product, despite of the circumstances mentioned in clause 1 of following paragraph. In such case, the Buyer is entitled to charge the Seller with contractual penalty equal to 20% of the price gross of questioned Product deriving from the Agreement.

 § 13
Package
1. Return of the package, especially EUR pallets by Buyer is possible, only if previously established in the Agreement. The costs of return are fully covered by Seller.

§ 14
Ownership of the Product and Transfer of the Risk
1. The ownership title to the Product shall pass to the Buyer at the Date of Delivery at to moment of acceptance of delivery of the Product by the Buyer.
2. If the Buyer provides any materials to the Seller, the ownership title to the Product passes to the Buyer at the time of commencing production. The Seller shall produce on behalf of the Buyer but, as for the rest, acts in the capacity of an unpaid custodian. The manufacturing equipment made available to the Seller by Buyer shall remain Buyer’s property. Manufacturing equipment produced on behalf of the Buyer shall pass into the property of the Buyer at the time of making a payment.
3. In cases of seizing the Product, which is the property of the Buyer, under executive proceedings addressed to the Seller’s assets, the Seller is obliged to inform the Buyer about it and cooperate in realizing Buyer’s rights against the entity, which seized the Product, in all possible measures. The Seller on Buyer’s demand is obliged to immediately pass to the Buyer information about the place, where the Product, which is the property of the Buyer, is stored as well as enabling collecting it by the Buyer.
4. At the moment of acceptance of the Product, the risk of loos or damage of the Product passes onto the Buyer.

§ 15.
The rights of third person
1. The Seller ensures that he is in possession of all rights in intangible assets to the Product in the extend enabling proper performance of the Agreement.
2. The Seller delivers to the Buyer the Product free of any claims of third person, especially free of any claims from exclusive rights, such as patents, protection rights for utility or industrial patterns, trademarks, copyrights, etc.
3. Any licence fees shall be incurred by the Seller.
4. In case any third person claims its rights against the Buyer, concerning the violation of its property or personal rights, caused by consistent with the law usage of the Product by the Buyer, the Seller undertakes to immediately join settlement proceeding, legal proceeding or any other proceeding against the Buyer, which shall be deemed as releasing the Buyer from any compensational liability as well as compensating any damages made to the Buyer in full amount (especially the costs of legal proceeding, as well as the costs of legal representation).
5. In case any claims on the basis of the copyrights, industrial propriety rights are claimed against the Seller, or the Seller will learn about the loos of protection rights to the Product, the Seller shall immediately inform the Buyer in writing, under pain of nullity, as well as undertake any possible measures in order to ensure Buyers safety of usage of the Product; in case preserving the rights is not possible, the Seller shall cover any damage to the Buyer in full amount.
6. In case of violation of any obligation mentioned in following paragraph by the Seller, the Buyer is entitled to charge the Seller with contractual penalty equal to 50.000,00 zł for each example of violation.

§ 16.
Invoicing and Payment
1. For proper performance of the Agreement, the Seller receives agreed in the Agreement Price, which exhausts any other claims of the Seller towards Buyer, especially for used materials and other costs connected with performance of the subject of the Agreement.
2. In case Parties did not established the price of the Product in the Agreement, the Agreement cannot take place, until the Parties establish the price of the Product in writing under pain of nullity (it is allowed to send written price confirmation, understood as scan, via e-mail of fax). Especially delivery and acceptance of delivery of the Product by the Buyer cannot constitute the basis of demanding price not agreed individually in the way described in preceding sentence.
3. The Seller cannot issue an invoice before the Date of delivery.
4. The Seller is obliged to provide on the invoice especially:
4.1. the number of the Agreement
4.2. the number of “WZ” document,
4.3. the number of the document of discrepancy (if it was prepared during the delivery),
4.4. the value of all taxes summed up to the prices, including VAT tax, shall be displayed separately in the invoice.
5. The Seller shall enclose to the invoice following documents:
5.1. Copy of “WZ’ document signed by Buyer’s representative or confirmation of sending the delivery (if the delivery is made by the carrier),
5.2. Copy of bill of landing (CMR), signed and stamped by Buyer’s representative
5.3. In case of services – confirmation of performing the service signed without reservations by the Buyer
6. The base of the payment of the Price is correctly issued VAT invoice, which means accordingly to generally applicable law provisions ant the Agreement. Lack of any statutory or contractual requirements entitles the Buyer to return the invoice without accounting it. The date of payment does not start to run until the Buyer receives properly issued invoice.
7. The payment deadline shall not be shorter than 30 days since the acceptance of delivery of the Product, unless the Buyer fails complaint to the delivery.
8. The payment of the price shall be deemed effected upon the time of charging Buyer’s bank account with the amount due. The copy of the SWIFT from Buyer’s bank, sent to the Seller on its demand, is the confirmation of the payment.
9. The Buyer is entitled to make deductions of any of the Seller’s pecuniary claims with Buyer’s receivables, even if they are not due yet.
10. Seller’s right to make any deductions of receivables toward the Buyer with Buyer’s receivables toward the Seller is excluded.
11. The Seller assures that he offers the best possible price for the Product and that no other customer has been granted a better Price for the same product in the same business situation in the date of the acceptance in written form the Buyers Order under pain of reduction of the price to those offered and granted to the other customer concerned. Simultaneously the Seller shall immediately inform Buyer about such Price reductions.

§ 17.
Warranty and Guarantee
1. The warranty and/or guarantee period for the Product lasts at least for 24 months and since the moment, when the Product was collected from Buyers warehouse , but no longer than 36 months counting from the moment of acceptance of delivery of the Product by the Buyer according to the generally applicable conditions of the Agreement.
2. The Buyer is entitled to choose, at its sole discretion, whether he would like to use a warranty or guarantee – if it was given.
3. Any costs connected with eliminating defects arisen during the warranty or guarantee period shall be beard by the Seller, including costs of delivering defected Product to the place of repair or costs of repairing the Product at Buyer’s place, costs of dismantling, costs of substitutive equipment, costs of another assembly of the equipment using repaired or new Product and all other costs.
4. The Buyer is entitled to choose the way and time of elimination of the defects, which binds the Seller. The Seller is obliged to eliminate the defect in the way demanded by the Buyer, even if it means excessive costs.
5. If the Seller will not fulfill his obligations in the way or time demanded by the Buyer, the Buyer is entitled to arrange substitutive performance at Sellers account and risk, the Buyer is not obliged to obtain court’s permission for substitutive performance, nor to prior summon for performance of the Seller’s obligation or to set an additional time limit, and/or charging the Seller with interest, at his sole discretion – statutory or maximum, from the sum from which the Seller shall lower the price or return to the Buyer.
6. In the case of substitutive performance, mentioned in the preceding clause, the Seller shall extend the warranty for the replaced or reworked parts of the Product over the entire warranty period, mentioned in clause 1 of the following paragraph .
7. The Buyer reserves the right to assert further claims for incurred damage.
8. In case the Buyer decides to use his warranty or guarantee rights, the Seller is obliged to deliver the Product free from defects (if that was the Buyers demand) to the place chosen by the Buyer, notwithstanding the Place of Delivery deriving from the Agreement.
9. In case of delay in performing the obligations from warranty or guarantee due to the time established by the Buyer, the Buyer may charge the Seller with contractual penalty equal to the 0,5% of the Products price gross deriving from the Agreement (which is the whole price on the invoice, which includes the defected Product) for each day of delay.


§ 18
Contractual penalties
1. All contractual penalties for Buyer, described in the Agreement or GPT are to be paid, regardless of the actual damage or its hight and are not limited.
2. Contractual penalties can be sumed up.
3. The Parties allow aggregation of the penaties for breach of the following GPT and/or Ageement, termination or withdrawing of Agreement as well as for delay, if all of mentioned case appears.
4. Contractual penalty for delay in realisation of contractual obligations is counted from the date stipulated in the Agreement for performing each contractual obligation.
5. In case of withdrawing from the Agreement by the Buyer, contractual penaty is counted from the date of making a declaration about withdrawing or until the date of informing the Seller about substitutive performance.
6. In case of withdrawing from the Agreement by the Seller, contractual penaty is counted until the moment the Buyer receives the declaration.
7. Calculating of contractual penalties for withdrawing form the Agreement by the Seller , which happened before the date of faling the declaration by the Seller, does not prejudice the possibility to charge the Seller with contractual penaty for withdrawing from the agreement.
8. At the same time, the Buyer reserves the right to claim full compensation regardless of the contractual penalties stipulated above.
9. Paying the contractual penalty does not release the Seller from performing the Agreement.
10. In case of withdrawn from the Agreement, the clauses concerning contractual penalties, remain in full force.


§ 19.
Confidentiality
1. During the effective period of the Agreement, and also after its termination, the Parties agree to keep secret all the confidential information that is considered to be a business secret. The business secret is every information concerning given Party, which is not disclosed by this Party to the public information and which if disclosed, could pose even potential risk of damage to the Party the information refers to. Especially the business secret is every programme, technical, technological, economical and organization information of each Party, including the content of Agreement, Order and/or Inquiry.
2. Every disclosing, passing or using the business secret is permitted only with prior written consent the Party which the secrets concern, with exception the situation when those information are disclosed to legal, financial, accounting advisors of Party, provided that those advisor are obliged by applicable law to keep professional secret or on the basis of another agreement are obliged to keep in secret any information considered as business secret in a degree equal to GPT.
3. For observing the obligations mentioned in clause 1 and 2 of the following paragraph any of the Parties cannot demand any remuneration or reimbursement.
4. In case of branching of the obligation mentioned in clause 1 and 2 of the following paragraph, the Seller will pay to the Buyer contractual penalty equal to 100.000,00 zł for each case of branching.

§ 20.
Force Majeure
1. None of the Parties shall bear the responsibility for not fulfilling or for improper fulfilment of the Agreement, if this non-compliance results from the causes out of control of any of the Parties, called Force Majeure. As Force Majeure Parties consider all extraordinary, impossible to predict, out of Parties (or third person for with the Party is liable) willing or intentions events. As Force Majeure Parties consider natural disasters, air disasters, legal document of country authorities, borders blockade, states of war, extreme states, etc.
2. In case of Force Majeure, mentioned in the preceding clause of following paragraph, the established by Parties time limit of fulfilling the contractual duties is prolonged until the circumstances of Force Majeure terminate.
3. The Party, for which fulfilling the provisions of the Agreement become impossible due to the Force Majeure, is obliged to inform other Party in writing under pain of nullity abut beginning and ending of mentioned above circumstances not longer than in 5 calendar days since its beginning and accordingly 5 calendar days since its terminating, under pain of losing the rights arising from the circumstances of Force Majeure.
4. If the impossibility of fulfillment of the provisions of the Agreement by the other Party due to the circumstances of Force Majeure lasts longer than 30 days, each Party is entitled to withdrawn the Agreement with immediate effect, without any negative statutory or contractual consequences for the Party withdrawing from the Agreement.

§ 21
Agreement Withdrawing or Termination
1. The Buyer shall have right to (at his own discretion) withdrawn from the Agreement or to terminate the Agreement with the immediate effect (without written notice summoning the Seller to cease the breaches or/and proper performance of contractual duties), if the Seller shall breach any of the essential Agreement’s provisions, in particular to the following:
1.1. The Seller files untrue statements mentioned in the § 4 of following GPT,
1.2. The Seller breaches any of the obligations mentioned in the § 5 - § 7 of following GPT,
1.3. The Seller is in a delay with delivery of the Products or circumstances mentioned in § 12 clause 1 of following GPT exists.
1.4. The Seller does not fulfill from the obligations from the warranty of delivery, warranty for the defects, guarantee of quality or third person claims
1.5. The Seller shall disclose any of the Confidential Information, mentioned in the
§ 19 of following GPT.
2. The Buyer can also terminate the Agreement with the immediate effect if the Seller does not perform the Agreement properly or does not perform the Agreement at all, and, despite the written notice summoning the Seller to cease the breaches or/and proper performance of contractual duties, the Seller still does not perform the Agreement or performs it improperly.
3. In the case referred to in clause 1 and 2 of the following paragraph, the Seller shall not have the right to receive the payment and hereby irrevocably waives the right to receive any kind of payment, reimburse expanses or to claim any other civil rights form Buyer.
4. In case of withdrawing from the Agreement by the buyer or terminating the Agreement with the immediate effect, due to the causes caused by the Seller, the Buyer is entitled to charge the Seller with contractual penalty for withdrawing form the Agreement or terminating the Agreement equal to 50% of Product’s price gross deriving from the Agreement.
5. In case of withdrawing the Agreement, the Buyer is entitled to show without restraint any suitable moment from witch the withdrawn will be valid, including showing weather he withdraws from the Agreement partially or in whole; if partially, he shall declare weather in the part nor performed yet or weather in other part.The Buyer can withdraw from the Agreement not later than within 24 month since the cause of withdrawing occurred.
6. The Buyer is also allowed to terminate the Agreement with the immediate effect if the interest in the Product does no longer exist for reasons beyond Buyer’s control.
7. Entitlement mentioned in the preceding clause do not prejudice other Buyer’s entitlements, especially to charge the Seller with contractual penalty,
8. The Sellers’s entitlement to withdrawn from the Agreement arising from civil code is excluded.

§ 22.
Final conditions
1. In case if any disputes or disagreements between the Parties concerning the terms and conditions of GPT or Agreement cannot be settled by way of negotiations, such disputes or disagreements shall be settled in the District Court Katowice-Wschód in Katowice or Regional Court in Katowice – depending on the value of the subject matter of a dispute.
2. The Agreement and legal relationship arising from the Agreement are fully liable to the Polish substantive and procedural law. In cases unregulated in following GPT Polish Civil Code shall be applied.
3. The following GPT supplement any agreements previously concluded between the Parties in the extent, which is not regulated in those agreement directly.
4. In the event that one of the provisions of the following GPT is invalid or unenforceable, the validity or enforceability of the other provisions of the GPT shall in no way be affected.
5. The absence or delay of implementation of one or numerous occasions of any provision of the GPT or the Agreement by the Buyer, or performing them on the contrary to provisions of the Agreement (on the benefit of the Seller) as well as one or numerous performance of the provision not settled in the GPT or Agreement, shall not be understood as termination of those provisions nor acceptance of the obligations which does not derive form the GPT.
6. Each time GPT mentions written form it is understood to mean document signed by Buyer’s or Seller’s representative authorized to undertake actions or action of such kind.
7. If GPT mentions electronic form or fax it is understood to mean sending an e-mail on Seller’s electronic post address or Buyer’s electronic address indicated ion Buyers website (www.ntindustry.com) or sending a scan of the document mentioned in preceding clause.
8. GPT is prepared in two version in Polish and English language. If there are any doubts or discrepancies between the version, the Polish version prevails.

 

 Published: 09.11.2015r

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