1.1 In these General Terms of Purchase, the following terms shall have the following meanings:Kupujący – rozumie się Pivexin Technology Sp. z o.o
Buyer – Pivexin Technology Sp. z o.o
Supplier – any natural person carrying out business activities, company, corporation or other entity to which the order is addressed
Goods – any raw materials, materials, parts, semi-finished products, products or devices purchased by the Buyer for supply purposes
Order – any purchase order
General purchase conditions (GPC) – these General Terms of Purchase of Goods (hereinafter referred to as the General purchase conditions or GPC)
1.2 This General purchase conditions shall apply to all orders placed by Buyer to Supplier. Any deviation from the General purchase conditions shall require the jointly written confirmation of Buyer and Supplier, failing which such deviation shall be null and void. The General purchase conditions shall apply to all deliveries of goods and services arising out of the business relations between Buyer and Supplier. By accepting the order, Supplier shall be deemed to accept the General purchase conditions in their entirety. If Supplier does not agree with the General Purchase Terms and Conditions, Supplier shall immediately, prior to confirming the order in writing, notify Buyer. In such case:
– Buyer reserves the right to withdraw the order,
– the parties shall make separate arrangements regarding the terms and conditions of purchase.
2.1 The order will be placed electronically via e-mail to the Supplier.
2.2 The Supplier should confirm acceptance of each order in writing within 2 days of receipt. Written confirmation is deemed to be a paper document, fax or email sent by the Supplier to the Buyer. The lack of written confirmation by the Supplier within the aforementioned period shall be deemed by the Buyer as the Supplier's silent acceptance of the order for execution on the terms specified in the order and in accordance with the General Purchase Conditions.
2.3 Acceptance of the order by the Supplier with deviations requires written confirmation by the Buyer within 3 days. The lack of written confirmation by the Buyer of all deviations introduced by the Supplier shall result in the cancellation of the order.
2.4 The Supplier shall execute the Order on the terms and conditions set out in these GPC, as well as on the terms and conditions (requirements or restrictions) specified in the Order, including:
– according to the prices indicated in the Order,
– with the delivery date and payment date indicated in the Order.
3.1 The ordered goods must be delivered in accordance with the order and within the time specified in the order. The place of delivery is the Buyer's registered office, provided that if the place of delivery is different from the Buyer's registered office, it shall be indicated in the order.
3.2 The delivered goods must be new, properly made and packaged, have the parameters and properties indicated in the order and be suitable for use in accordance with its intended purpose and conditions contained in the order.
3.3 The purchased goods must be free from both physical and legal defects. The seller is responsible to the Buyer for any defects, including hidden ones, and the quantity of the goods supplied by him.
3.4 Unless otherwise agreed, the costs of transport, insurance and packaging shall be borne by the Supplier
3.5 The Supplier is obliged to conclude a contract of insurance for the goods during transport to the Buyer for an insurance amount corresponding to the value of the placed order.
3.6 In case of delay in the performance of the order, the Buyer has the right, at his own choice, to withdraw from the order not fulfilled within the specified time frame within 7 days in full or in part without having to pay any compensation and/or to impose a contractual penalty on the Supplier according to point 4.
3.7 The Buyer reserves the right to claim compensation from the Supplier for improper performance of the order on general terms specified in the Civil Code and to recover costs incurred in connection with the substitute performance of the order.
3.8 In case of any shortage and/or defects of the goods detected after unloading, the Buyer reserves the right to leave the material at the disposal of the Supplier. In such case, the acceptance of the goods left at disposal should take place within 7 days from the date of notification of this fact by the Buyer, under the penalty of charging the Supplier for the storage and reloading costs. The delivery of the goods will take place after covering the costs of transport and storage, on the basis of an invoice issued by the Buyer.
4.1 For non-performance or improper performance of the order, liability is established in the form of contractual penalties in the following cases and amounts:
The Supplier pays the Buyer contractual penalties in the amount of:
- 10% (ten percent) of the gross value of the order in the case of the Supplier's withdrawal from the performance of the order or the Buyer's withdrawal from the performance of the order, for reasons on the part of the Supplier
- 0.6% (six tenths of a percent) of the gross value of the order for each day of delay, this also applies to intermediate deadlines;
- 0.4% (four tenths of a percent) of the gross value of the order for each day of delay in removing defects found upon acceptance of the object of the order or during the warranty period, counted from the expiration of the deadline set by the Buyer for the removal of defects.
- 1000/2000/5000 PLN (to choose from) for each violation of the confidentiality clause specified in point 7.1.
The buyer has the right to deduct penalties incurred from the obligations to the Supplier. In the event of the Supplier's delay in performing the order or failure to comply with the obligation specified in point 3. General Purchase Conditions, the Buyer may - without waiving its rights to impose a contractual penalty and additional compensation - use one or more of the following rights:
- demand the fulfilment of the order in whole or in part;
- purchase from another entity, at the expense and risk of the Supplier;
- withdraw from the order for reasons attributable to the Supplier without setting an additional deadline, with written notification to the Supplier.
If the contractual penalty does not cover the damage incurred, the Buyer may claim additional compensation on the generally applicable terms.
5.1 The Supplier warrants and guarantees that the goods sold to the Buyer are of current production, are carefully manufactured, inspected and meet the Buyer's required technical documentation, standards and specifications specified in the order, legal requirements for safety and environmental protection.
5.2 The Supplier grants a 36-month warranty period for the delivered goods, counted from the time of its receipt by the Buyer, unless the parties agree otherwise in writing.
5.3 The Supplier agrees to transfer the warranty to a third party who is the recipient of the goods or device delivered by the Buyer in which the goods purchased by the Buyer from the Supplier are included.
5.4 The Supplier is liable to the Buyer for all defects, including hidden ones, of the products/services delivered. The Buyer shall inform the Supplier of any defects found in the delivered goods. Defects found upon receipt and during the warranty period shall be rectified by the Supplier within a period of time specified by the Buyer. The Buyer reserves the right to return all defective goods at the Supplier's expense or to demand their replacement. The Supplier shall take all necessary steps to ensure the replacement or repair of defective goods at its own cost with due diligence. In the event that the Supplier fails to rectify the reported defect within the specified period, the Buyer may rectify the defect itself or engage a third party to do so at the Supplier's cost and risk, after prior written notice to the Supplier.
5.5 The above does not affect the Buyer's rights in terms of contractual penalties, compensation and suspension of payment of the Supplier's invoices, nor does it exonerate the Supplier from liability for the warranty.
5.6 Regardless of the rights under the warranty, the Supplier is liable to the Purchaser for warranty under the provisions of the Civil Code. The period of the warranty granted by the Supplier is equal to the period of the warranty granted by it.
6.1 An invoice must include the following information:
- Order number and date of the Buyer,
- Delivered quantity and unit for each item,
- Unit price and value for each item.
6.2 The payment term will be counted from the date of delivery of the original invoice to the Buyer.
6.3 Agreed prices are fixed and unchangeable and raising prices after they have been set is not allowed.
6.4 Non-compliance with the above conditions will result in the invoice not being recognized and considered as not issued. Unless otherwise agreed, one invoice should be issued for one order.
6.5 The payment term of incorrectly issued invoices is counted from the time of receipt of the correcting invoices by the Buyer and extended by the time elapsed from the date of receipt of the invoice to the date of receipt of the correcting invoice.
7.1 All information, specifications, technologies, drawings, and designs obtained from the Buyer both verbally and in writing shall be considered confidential and shall only be used for the purposes of fulfilling the agreement under penalty of damages.7.1 All information, specifications, technologies, drawings, and designs obtained from the Buyer both verbally and in writing shall be considered confidential and shall only be used for the purposes of fulfilling the agreement under penalty of damages.
8.1 Any disputes arising from the purchase/order of goods shall be settled by the court of the Buyer's registered office or the District Court in Bydgoszcz.
8.2 In matters not regulated by the GPC, the provisions of the Civil Code shall apply accordingly.
8.3 In the event that any of the contractual provisions contained in the GPC should be invalid, this does not mean that the other provisions are invalid.