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GENERAL TERMS AND CONDITIONS OF PURCHASE OF GOODS AND SERVICES (GTCPGS)

REMONTOWA LNG SYSTEMS Sp. z o.o. with headquarters in Rumia, Poland

The Buyer - REMONTOWA LNG Systems Sp. z o.o.

The Seller/The Supplier - a commercial entity which has accepted The Buyer's order for the production and/or delivery of devices, equipment or materials.

 

  1. General

    1. These General Terms and Conditions are integral part of order placed by The Buyer to The Seller/The Supplier and are valid for the whole period of cooperation on the basis of this order. This is not applicable for cooperation on further orders for which the parties shall establish General Terms and Conditions of Purchase of Goods and Services again. The Seller/The Supplier acknowledges acceptance and familiarity with General Terms and Conditions of Purchase of Goods and Services with the moment of order acceptance.

    2. The order placed by The Buyer is processed by The Seller/The Supplier immediately after receipt. The Seller/The Supplier must accept and confirm order in writing within 3 working days from the moment of order receipt. This confirmation is binding if it contains acceptance of all terms and conditions given in order. In case the order is not confirmed within aforementioned time The Buyer acknowledges that the terms and conditions given in order are silently accepted by The Seller/The Supplier. If The Seller/The Supplier accepts only a part of terms and conditions given in the order or requests changes to the terms and conditions given in the order, The Buyer has the right to cancel the order in which case The Seller/The Supplier is not entitled to any claims arising and without any objection must confirm order cancellation.

    3. Changes of contract terms or other verbal arrangements must in every case be confirmed in writing by The Buyer to make them valid.

    4. Terms and conditions of contract realisation made by The Seller/The Supplier that are contrary to these are not accepted by the Buyer.

     

  2. Price, payment conditions, quality, controls

    1. The Sellers/The Suppliers payment is of fixed rate type and will be increased by the applicable VAT. The payment is paid based on original VAT invoice.

    2. At the time of delivery The Supplier/The Seller is obligated to deliver to the buyer all documentation of delivery that allows to undoubtedly identify delivered goods and contains related order number. The order number should be also visible on related VAT invoices. In case that The Buyer's order number is not included on VAT invoice, The Buyer reserves the right to send back the VAT invoice to The Seller/The Supplier, without accounting it.

    3. The VAT invoice payment terms are counted from the day of receipt of properly issued document by headquarter of The Buyer, however in every case not earlier than from the date of receipt of all components of the supply by The Buyer, especially material certificates, certificates, warranty cards, etc.

    4. In case of payment in advance for the delivery or within 14 days from the date of delivery, The Buyer has the right to lower the price by 2% from the price specified in the offer and included in the order unless it is specified otherwise in the order.

    5. The Buyer reserves the right to extend the terms of VAT invoice payment for defective goods until the day of complaint consideration by The Seller/The Supplier, in which case it should be noted that extension of payment terms does not affect other rights and claims of The Buyer arising from goods defects.

    6. The Seller/The Supplier is responsible for ensuring that all technical data, quality and quantity of delivered goods corresponds to specification stated in the order or contract.

    7. In case the order or contract does not specify needs for material conformity with norm or does not describe required quality of material, the ordered goods are delivered as standard commercial goods, taking into account responsibility for quality expected from the seller professionally engaged in production, supply and sale of goods that are subjects of the order.

    8. All related material certificates and other certificates will be attached when needed, if such requirement will be pointed out in the order. The Seller/The Supplier is responsible for ensuring that attached documents are subject of delivered goods.

    9. The Buyer may at any stage of production carry out quantity and quality control for parts of the products or as whole. In the event defects are detected The Buyer has the right to charge The Seller/The Supplier with costs of quality control. Any control carried out by The Buyer, regardless of its results, is only used for verification of sale/supply with requirements of The Buyer and in any case can not be raised as the basis for limitation of liability of The Seller/The Supplier due to the defects.

     

  3. Delivery

    1. Delivery dates specified in the order are binding. Failure to meet deadline for delivery by The Seller/The Supplier entitles The Buyer to claim it's statutory rights. Furthermore, The Seller/The Supplier is obligated to pay to The Buyer  liquidated damages in the amount of 1% (percent) daily for every day of delivery delay.

    2. In case The Seller/The Supplier incurs damages of value higher than the value of liquidated damages specified in GTCPGS The Buyer is entitled to claim compensation exceeding the amount of liquidated damages, especially it applies to any damages that may be incurred by The Buyer in connection with suspension of realisation of various contracts that are related to the subject of order contract.

    3. In case the receipt of the goods from The Seller/The Supplier is done by the means of transport of The Buyer, the quality check is carried out at The Buyer headquarters, unless the parties decide otherwise by written agreement.

    4. Individual items of the order will be marked by the name of the goods and the index from the order contract, on each container The Seller/The Supplier will include the order number. The Seller/The Supplier agrees to include the above information in template of packages marking.

    5. Each order shall specify the date of its realisation that is beforehand agreed with The Seller/The Supplier. The delivery address is specified in the order. Delivery/Sale must occur between the time of 7:00 and 15:00 with accordance to the date of realisation and the right address. In case the delivery is carried out at wrong place or time The Buyer reserves the right to send back the goods at expense and risk of The Seller/The Supplier. In such case, the delivery/the sale is considered as unrealised with all the consequence as written in this GTCPGS. In case of planned deliveries, the delivery of goods will be carried out with accordance to beforehand established schedules.

     

  4. Delivery risk and liability for defects

    1. The risk of delivery of goods and it's lose is passed to The Buyer not until the moment  it is handed over to The Buyers representative authorised to receive the goods, including section III.3 above.

    2. If The Buyer after examining the goods finds that the quantities do not comply with Proof of Delivery (WZ) document, The Buyer makes written annotation on this document and immediately informs The Seller/The Supplier in order to make it possible to properly realise the delivery.

    3. The Buyer claims the rights coming from under the warranty for defects in accordance with the regulations of the Civil Code, with the possibility for The Buyer to extend its demands in regards to repair of damages to The Seller/The Supplier, whose responsibilities may also include the cost of any loss or lost profits, loss of contract costs, liquidated damages accrue to The Buyer by its clients, which are associated with defects, as well as other damages and costs resulting from defects occurred. The Buyer is also entitled to request from the The Seller/The Supplier to pay back incurred costs, which can not be recovered due to defects of goods and which were revealed later, for example, during production process.

    4. In case of detected defects, The Seller/The Supplier agrees to immediately, not later than 7 days after the date of notification about defects, to replace purchased goods with goods free from defects or to repair the defects. In case goods free from defects are not supplied within aforementioned timeframes, The Buyer has the right to cancel order or contract and has the right to pursue liquidated damages incurred from the title of cancellation of contract or order due to reasons caused by The Seller/The Supplier, in the amount of 10 000 PLN in case of orders up to the value of 100 000 PLN and 50 000 PLN in case of orders of value above 100 000 PLN.

    5. The Buyer, who despite detected defects accepts the goods is entitled to request reduction of price proportional to the decrease of value of delivered goods that are subject of the order.

    6. Regardless of the rights given to The Buyer under the warranty, The Seller/The Supplier grants The Buyer a quality guarantee on delivered goods for a minimum period of 24 months counted from the date of goods receipt by The Buyer.

     

  5. Applicable law, jurisdiction

    1. The legal relations between The Buyer and The Seller/The Supplier are regulated exclusively by the Polish law. In relation to all disputes that may arise directly or indirectly from these regulations, Polish court jurisdiction ratione loci and ratione materiae for the seat of The Buyer shall be determined.

     

  6. Confidentiality clause

    1. For duration of the contract and also after its termination, The Seller/The Supplier agrees to keep in strict confidence all technical, technological, commercial and organisational data of The Buyer (trade secret), besides data available publicly and commonly known. Any transmission, disclosure, use, sale or offering of sale of trade secrets of The Buyer is permitted only with prior, written authorisation from The Buyer.

    2. In the event of contract termination, The Seller/The Supplier agrees to return to The Buyer all documents and other materials that are subject of or containing trade secrets of The Buyer, regardless the method of possessing of these documents and materials and personnel responsible for creation or draft of these documents or materials, no later than the date of contract termination or its expiration. Aforementioned obligations also apply to all kind of copies, as well as records on other media.

    3. The Seller/The Supplier agrees to not distribute, both within the professional sphere and outside of it, informations regarding The Buyer, the company of The Buyer and people in charge of the company of The Buyer that would violate the good name, reputation or other interest of The Buyer.

    4. The provisions of this section shall also apply to employees of The Seller/The Supplier and its subcontractors if such are appointed.

     

  7. Anti-corruption clauses

    1. A part of every sales/purchase order is anti-corruption clauses

    Form - Anti-corruption clauses

    2. The Seller/the Supplier is obligated to sign anti-corruption clauses
     

  8. Final provisions

    1. The Seller/The Supplier is not entitled to transfer any rights received with the contract or order with The Buyer to any third parties without prior, written permission from The Buyer, otherwise they are deemed invalid.

    2. The provisions of the Polish Civil Code are applicable in cases not covered by these GTCPGS.

     

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