1.1. GTC – means these General Terms and Conditions of Purchase
1.2. Contract – means a contract of sale, delivery or any other contract entered into by the Supplier and the Buyer together with the annexes forming an integral part thereof, including the General Conditions of Purchase on the basis of which the Buyer acquires the ownership of the Product.
1.3. Product – means the raw material or good which is the subject of purchase under the Contract or Order.
1.4. Supplier/Seller – means any domestic or foreign entity or person selling the Product to the Buyer.
1.5. Buyer/Purchaser – means INVADO sp. z o.o. with its registered office in Dzielna.
1.6. Party, Parties – means the Supplier/Seller, the Buyer/Purchaser or both parties at the same time.
1.7. Order – a written or electronic order placed by the Purchaser, signed or generated by the person(s) authorised to represent the Purchaser.
2.1. These terms and conditions of purchase shall form an integral part of all Orders or Contracts for the supply of raw materials and goods (Products) placed by the Purchaser with the Supplier of those Products.
2.2. The GTC shall apply unless otherwise stated in Order, invoice or Agreement.
2.3. Any provisions differing from the terms and conditions of the GTC, in particular those contained in the Supplier’s terms and conditions of sale, shall only be binding on the Purchaser if expressly confirmed by him in writing. The unqualified Order or Contract does not imply any acknowledgement on the part of the Purchaser of deviating provisions.
2.4. Detailed conditions concerning the type of raw material, goods, quantity, delivery base, in accordance with INCOTERMS 2020, price and payment term will be specified in the Purchase Order or Contract.
2.5. The INCOTERMS terms and conditions included in the Purchase Order or Contract always refer to the applicable version of INCOTERMS 2020 on the date of the Purchase Order or Contract.
2.6. Any amendment or supplement to the Order shall be deemed to be a new offer. The Parties exclude the application of the modifying acceptance of the offer or order, i.e. the application of Article 68¹ of the Civil Code and Article 68² of the Civil Code.
2.7. The Supplier’s acceptance of the Purchaser’s Order is equal to full acceptance of both the detailed terms of the Order and these GTC.
3.1. If the date of delivery of the Product is not specified in the Purchase Order or Contract, the Supplier undertakes to carry out the shipment without delay upon the Purchaser’s request in writing or sent via data and communication network, the Supplier is obliged to notify the Purchaser of the exact date of delivery at least 72 hours before the planned delivery date.
3.2. The Supplier is obliged to meet the agreed deadline for the delivery of the Product expressed in writing or sent via data and communication network. Early delivery of the Product, early partial delivery of the Product or requires the prior consent of the Purchaser expressed in writing or sent via data and communication network.
3.3. In the case that the Supplier determines that it will not be able to fulfil – in part or in whole – its obligations under the Contract or Order or that it will not be able to meet the delivery deadline, it shall immediately notify the Purchaser of this fact in writing, such information to include the reason(s) for the delay and the expected duration of the delay. The Purchaser’s acceptance of the delayed or partial delivery does not mean that the Purchaser waives any rights (claims) related to the delayed/partial delivery of the Product.
3.4. In the case of delivery of the Product, completion of the Order shall mean delivery of the defect-free Product to the Purchaser together with the required shipping documents during business hours and to the address indicated in the Order. If the Order concerns the delivery of the goods together with assembly or other service, the delivery of the Product free from defects shall be understood as the due performance of the assembly or other service in accordance with the provisions contained in the Order.
3.5. The risk of accidental loss of the Product shall pass to the Purchaser upon its proper delivery to the place agreed by the Parties or its performance in case assembly or other service is required. The Supplier is obliged to conclude a third party liability insurance contract.
3.6. The Supplier shall include with each delivery, if not specifically stated in the Order, a copy of the invoice if it is not sent electronically or by post, the quality certificate if required and the document confirming the delivery of the Product (specification, waybill (CMR, CIM) or other delivery document).
In the case of imports, the Supplier is obliged to provide the Purchaser:
3.6.1. original documents necessary for the application of preferential or reduced rates of duty,
3.6.2. any documents required in connection with importation.
In the case of such necessity, the Supplier shall, at the Purchaser’s request, be obliged to deliver the original Tax Residence Certificate and the statement of the beneficial owner.
3.7. The Supplier shall pack, label and ship the Product in accordance with the relevant local and international laws and regulations relating to the delivery of the Product. The Supplier shall be liable for damage caused by improper packaging and labelling of the Product.
3.8. Other specific requirements resulting from legislation and/or standards implemented by the Purchaser will be included in the Contract or Order.
3.9. The date of execution of the Order or Contract shall be the date on which the Product is delivered to the Purchaser in accordance with the terms and conditions set out in the Order or Contract and conforms in terms of type, quantity and quality, as confirmed by the acceptance protocol or PZ document.
3.10. Under no circumstances shall inspection, acceptance or approval of the Product relieve the Supplier of any liability for defects in the Product or other failure to meet the requirements of the Order or Contract.
4.1. The prices resulting from the Order or Contract are net and do not include the applicable VAT. Invoices will be issued for deliveries performed. If required by applicable regulations, invoices may be issued prior to the delivery of the goods, in particular to document advance payments.
The price includes all components of the Product, in particular packaging and transport, unless the Parties have agreed otherwise on the costs of transport, to the Purchaser’s site, including insurance, taxes, duties and other incidental costs.
4.2. Invoices shall comply with the relevant requirements pursuant to the applicable regulations to which deliveries of Products are subject.
4.3. Payment for the delivered Product shall be based on an invoice or other accounting document permitted by the law of the Purchaser’s country.
4.4. The VAT invoice or any other accounting document shall be issued in accordance with the applicable legal regulations. The invoice should contain the name of the goods, quantity, unit price and value of the delivered Product, Supplier’s VAT number (except for imported goods, raw materials), terms and conditions and date of payment as specified in the Purchase Order or Contract.
4.5. Invoices will be sent to the Purchaser after the Product has been dispatched, unless otherwise agreed by the Parties, taking into account the applicable regulations.
4.6. Payment shall be deemed to have been made on the date on which the amount due is debited from the Purchaser’s bank account.
4.7. The Supplier shall include the Purchaser’s Order number on the invoice and other delivery documents.
4.8. If the delivery is not performed in accordance with the terms specified in the Order or Contract, the Purchaser shall have the right to withhold payment, extend the payment term until the subject of the Order or Contract has been fully and properly performed or to deduct the amounts due to him from the Supplier for non-performance or improper performance of the subject of the Order or Contract and failure to rectify defects or faults. The Purchaser shall be entitled to make such deduction before the expiry of the time limit for payment based on a unilateral declaration of will. This does not limit the Purchaser’s right to enforce the contractual penalty clause.
4.9. The payment term for a correctly delivered Product is 30 days from the date of delivery of the Product to the Purchaser’s premises together with all documents required for this purpose, unless the Parties agreed otherwise. Failure to provide all the necessary documents together with the invoice shall result in the 30-day payment period to be counted from the date of delivery of the complete documentation confirming the sale of the Product.
5.1. The Purchaser has the right to inspect at any time during the Supplier’s performance of the Order or Contract. For this purpose, the Purchaser shall have the right, upon prior notice, to enter the Supplier’s premises and inspect the facilities and equipment related to the performance of the Order or Contract during the Supplier’s working hours. The Purchaser and Supplier shall bear the costs, on their own, associated with such inspection.
5.2. Such inspections shall not be the basis for the Purchaser to waive his rights (claims) under the law and the Order or Contract.
6.1. The Supplier warrants that the Product sold corresponds to the arrangements contained in the Order or Contract of the Purchaser, is free from any defects that would reduce its value or usefulness in accordance with the purpose resulting from the Order, Contract or the purpose of the Product. The Supplier guarantees the Product for a period of 3 (three) years from the date of its delivery to the Purchaser, unless a warranty period is specified in the Order or Contract.
6.2. The Supplier guarantees that the Product, when properly stored, is fit for use for a period of 3 years from the date of delivery, unless a different period is indicated in the specifications of the delivered Product.
6.3. If, as a result of the inspections or analyses of the Product, it is found that the characteristics of the Product do not comply with the Order or Contract, the agreed quality specifications or quantity deficiencies, the Purchaser shall submit a complaint to the Supplier within 14 days from the date of discovery.
6.4. The Supplier is obliged to respond to the content of the complaint within 10 days from the date of its receipt. If the Supplier does not respond, the complaint shall be deemed accepted.
6.5. In the case of a deviation from the agreed quality parameters, the Purchaser may, at his/her choice, request a replacement of the Product with a defect-free one, request a reduction in the purchase price or request the rectification of the defect in the Product, with the costs of the replacement being borne by the Supplier of the Product.
6.6. The Supplier guarantees that there are no applicable patents, copyrights, reservations of rights or know-how of third parties that would be infringed upon by the Purchaser through the use of the Product.
The Supplier shall pay all costs and damages awarded against the Purchaser on the basis of an asserted infringement of patent, know-how, copyright and other rights of a third party through the use of the Product supplied by the Supplier.
7.1. The Purchaser shall be entitled to terminate the Contract or Order without notice for valid reasons. A valid reason is in particular deemed to be:
7.1.1. a breach of obligations by the Supplier that has not been remedied within the period of time specified by the Purchaser,
7.1.2. a case in which the purchase or use of the Product is or will be wholly or partially prohibited by applicable law.
7.2. If the Purchaser terminates the Contract for a valid reason, the Supplier shall not be entitled to any further claims for damages, reimbursement of costs or payment of remuneration.
7.3. In the case that the Supplier fails to comply with any term or condition of the Order or Contract, the Purchaser shall have the right to withdraw from the Order or Contract in whole or in part without further obligation or liability and to recover from the Supplier all sums paid by the Purchaser and any additional costs incurred by the Purchaser in replacing the Product, purchasing the Product from an alternative supplier and for loss or damage suffered as a result of late performance of the Order or Contract. The Purchaser may exercise the right to cancel the Order or Contract within 12 months of the expiry of the Product warranty period.
7.4 In the case of a delay in delivery for reasons other than “force majeure”, the Supplier will be obliged to pay the Purchaser contractual penalties in the amount of 0.1 % of the net value of the Product delivered after the agreed date for each day of delay. However, no more than 20% of the net value of the Product from a single Order.
7.5. In the case that the Purchaser’s damage resulting from non-performance or partial performance of the terms and conditions of the Order or Contract is higher than the amount of the reserved contractual penalties, the Purchaser shall be entitled to claim damages on this account under general terms and conditions.
8.1. The Supplier may only set off his claim against the Purchaser if such claim is undisputed and recognised by the Purchaser.
8.2. Without the Purchaser’s consent, the Supplier may not transfer its rights and obligations under the Order or Contract to another entity, including assignment of the Supplier’s claims against the Purchaser shall be excluded.
8.3. It is not permissible for the Supplier to reserve the ownership of the Product until the price has been paid.
8.4. The Supplier assures the Purchaser that the rights of third parties are not infringed upon in connection with the delivery of the Product. If a third party makes claims against the Purchaser in connection with the delivery of the Product, the Supplier shall indemnify the Purchaser against such claims. The Supplier shall be obliged to cover all necessary costs incurred by the Purchaser to defend his rights.
9.1. In the case of “force majeure”, the Purchaser reserves the right to change the pre-agreed dates for the execution of the Order or Contract.
9.2. Neither the Purchaser nor the Supplier shall be liable for any partial or total failure to perform their obligations under the Order or Contract due to “force majeure”.
9.3. Force majeure shall be deemed to be all events that cannot be foreseen or prevented at the time of placing the Order or conclusion of the Contract and that are beyond the control of either party, in particular: war, internal disturbances, flood, fire, earthquake and other natural disasters, government restrictions or orders or other acts of state authority and administration, general and industrial strikes officially recognised by nationwide trade unions.
9.4. In the case that the Purchaser or Supplier is unable to fulfil its obligations due to “force majeure”, it is obliged to notify the other party immediately, no later than within 5 days of its occurrence. Similarly, in the event that the action of “force majeure” ceases. If the aforementioned circumstances last longer than 30 days, the Parties should decide on the further execution of the Order or Contract.
9.5. The Purchaser may also amend the previously confirmed terms of the Order (delivery dates, quantities) for reasons other than “force majeure”, in particular in the event of obstacles of a logistical nature or resulting from capacity constraints.
10.1. All information resulting directly from these General Terms and Conditions of Purchase as well as information obtained by the Supplier in connection with the performance of the Purchase Order or Contract, including in particular all organisational, commercial and technical information concerning the Purchaser and not made publicly available, shall be considered confidential information and as such shall not be disclosed to third parties. This obligation does not apply to situations in which the obligation to provide information results from mandatory provisions of law or in the event when the information is generally known or available.
10.2. In particular, the Supplier undertakes to treat as confidential information concerning trade volumes, prices applied, discounts, Product specifications, logistical agreements, technical and technological data, under pain of the Purchaser withdrawing from the Order or Contract for reasons attributable to the Supplier.
10.3. The Supplier declares that it shall not use confidential information for purposes other than those for the performance of the Order and that it shall ensure due protection of such information appropriate to its confidential nature. The obligation to keep the information confidential shall remain in force after execution of the Order or Contract.
11.1. The Supplier’s assignment of receivables and other rights and obligations arising from the Order or Contract shall be possible only with the prior written consent of the Purchaser.
11.2. Should certain provisions of these General Terms and Conditions of Purchase be legally invalid due to the introduction of different legal regulations, the remaining provisions shall remain valid. In accordance with the content of this clause, in the case that certain provisions of the General Terms and Conditions of Purchase should prove to be invalid, the Purchaser and the Supplier undertake to enter into negotiations aimed at supplementing the General Terms and Conditions of Purchase in that part.
11.3. In the case of a conflict between the provisions of the General Terms and Conditions of Purchase and the provisions of the Purchase Order or Contract, the provisions of the Purchase Order or Contract shall apply, except that this shall not exclude the application of the remaining provisions of the General Terms and Conditions of Purchase.
11.4. Only the applicable provisions of Polish law shall apply to the Order or Contract. The application of the 1980 United Nations Convention on Contracts for the International Sale of Goods by the Parties is excluded.
11.5. Any disputes shall be settled amicably in the first instance, and in the absence of agreement, by the court having jurisdiction over the registered office of INVADO sp. z o.o.
11.6. Any deviation of these General Terms and Conditions of Purchase shall require a written agreement of the Parties or a written consent of the Purchaser expressed by a person authorised to represent the Purchaser.
11.7. The Purchaser reserves the right to amend these General Terms and Conditions of Purchase, of which it will inform the Supplier.