General Purchase Conditions for Goods and Services
GENERAL PURCHASE CONDITIONS FOR GOODS AND SERVICES
applicable at Alupol Packaging S.A with its registered office in Tychy, Alupol Packaging Kęty Sp. z o.o. with its registered office in Kęty, and Alupol Films Sp. z o.o. with its registered office in Oświęcim.
VERSION NO. 01/2018
The aim of these general purchase conditions ("GPC") is to determine the rules under which Alupol Packaging S.A with its registered office in Tychy, Alupol Packaging Kęty Sp. z o.o. with its registered office in Kęty, and Alupol Films Sp. z o.o. with its registered office in Oświęcim (hereinafter collectively and individually referred to as "Alupol" or "the Purchaser") buy goods and services indicated each time in detailed conditions of agreements regarding the purchase.
1. GENERAL PROVISIONS
1.1. These conditions shall constitute an integral part of any agreements regarding purchases made by Alupol of goods or services and shall apply to the parties of the agreement, unless they determine, in writing, explicitly different provisions.
1.2. In the case of discrepancies between provisions in the GPC and the purchase agreement or service agreement, the provisions of the Agreement shall apply in the first place.
1.3. Provisions that differ from GPC, particularly included in general conditions of the Seller, shall be binding for the Purchaser only when the Purchaser approves them in writing.
1.4. If the Seller commences performance of the Agreement, it will be understood as full acceptance of both the conditions of the agreement and the conditions in these GPC. Within the meaning of these GPC, the Seller shall also stand for the supplier and the contractor.
2. FORM OF AGREEMENT
2.1. The agreement for purchase of goods and/or provision of services in favor of Alupol shall be concluded in writing or documented through: a purchase order or an agreement for provision of service or in other form of a civil law agreement (hereinafter referred to as "Agreement").
2.2. Unless the Parties agree on otherwise, the purchase order must be confirmed by the Seller in writing within three working days starting from the date on which the Seller received the purchase order. If the Purchaser does not receive a confirmation of the purchase order within the a/m deadline or if the Seller commences performance of the agreement within that period, such an order shall be deemed accepted by the Seller without reservations.
3. PERIOD AND CONDITIONS OF PERFORMANCE OF THE AGREEMENT
3.1. The Seller shall be obligated to comply with the agreed date of delivery of goods or a timely provision of the service (hereinafter referred to as: "Agreement Performance Date").
3.2. The Agreement Performance Date shall be binding and in case of purchase of goods it shall stand for the date of delivery of goods to the Purchaser's facility or other place arranged by the Purchaser and the Seller.
3.3. Delivery of goods must be implemented in accordance with delivery conditions determined in the Agreement within the meaning of INCOTERMS 2010.
3.4. In the case in which the deadline to comply with Agreement Performance Date might be not complied with, the Seller shall be obligated to immediately inform the Purchaser and specify the period of delay, the reasons for such a delay, and the adopted preventive measures. If the Seller is unable to comply with the Agreement Performance Date, regardless the reasons, the Seller shall provide the Purchaser with a new deadline. If the Purchaser accepts the new deadline given by the Seller or provide the Seller with another deadline, then the Seller must perform the deliveries in accordance with the new arrangements. If the new determined deadline is not complied with by the Seller, the Purchaser shall have the right to withdraw from the Agreement. Notwithstanding the foregoing, the Purchaser can claim for reimbursement due to the delayed delivery.
3.5. In the case of delay of the Seller with regard to the Agreement Performance Date, liability of the Seller shall be determined in form of contractual penalties in the amount of 1% of the net value (of the remuneration or price) of the Agreement for every day of delay.
3.6. Acceptance of the delayed or partial delivery of goods or performance of services by the Purchaser shall not be understood that the Purchaser waives any rights to relevant claims.
3.7. The Purchaser shall reserve the right to pursue reimbursement from the Seller for improper performance or non-performance of the Agreement, also including the reimbursement of costs incurred due to the substitute performance of the Agreement.
3.8. The Seller shall be liable for damage arising from loss or damage to goods caused by improper labeling, packaging or identification of the shipment.
3.9. The delivery or its part can be deemed incomplete or defective, if it is not accompanied with delivery documents and certificates specified in the Agreement. In such cases, the Purchaser can reject acceptance of goods and the Purchaser shall not be liable for the delay arising from the rejection of the delivery, while all resulting costs shall be attributable to the Seller.
3.10. In every case, if the determined contractual penalty does not cover the incurred damage, the Purchaser shall have the right to claim for additional compensation according to general rules provided for in the Civil Code.
4. PRICES AND PAYMENT CONDITIONS
4.1. The prices determined by the Parties shall be binding and fixed.
4.2. The prices include costs of packaging of goods, their transport and insurance.
4.3. The prices arising from the Agreement shall be net prices and do not include the applicable VAT. The determined net prices shall be increased by VAT at a rate currently applicable for the goods on the date of the invoice.
4.4. In the case in which a payment of advance payments is determined, the Seller shall be obligated to deliver, as hedging, a bank guarantee accepted by the Purchaser.
4.5. Payments for delivered goods or correctly provided services shall be based on invoices or other accounting documents allowed by the provisions of law in the Purchaser's country.
4.6. Documents that have been referred to in point 4.5 shall be issued in accordance with applicable provisions of law under the pain of being rejected by the Purchaser.
4.7. The payment shall be considered as complete on the date on which the payables is debited on the Purchaser's bank account.
4.8. If the delivery of goods or performance of a service is not conducted in accordance with conditions specified in the Agreement, the Purchaser shall have the right to withhold the payment until complete and correct performance of the subject of the Agreement or to deduct any payables attributable to the Seller due to non-performance or improper performance of the subject of the Agreement and due to failure to remove defects or malfunctions. The Purchaser shall be entitled to perform such a deduction before expiry of the payment date, under a unilateral declaration of intent. This shall not limit the Purchaser's right to exercise the clause of contractual penalties.
5. CUSTOMS AND ORIGINS
5.1. The Seller shall be obligated to determine and document the origins of goods. The Seller shall be obligated to notify the Purchaser, in writing, on changes in origins.
5.2. If the Seller delivers goods that require customs procedures in the country of import, the Seller shall be obligated to supply a certificate of origin. The certificate shall be required for delivery of goods.
5.3. If documents are required to determine the intended purpose of goods, the Seller shall be obligated to organize and deliver such documents to the Purchaser, at the Seller's sole expense.
5.4. The Seller shall be liable for all damage, penalties and fines incurred by the Purchaser that arise from non-compliance with the conditions specified in this point 5.
6. GUARANTEE AND COMPLAINTS
6.1. The Seller guarantees that the sold goods or provided service comply with the arrangements concluded in the Purchaser's Agreement, that they are free from any defects that would decrease their value or usability due to the purpose arising from the Agreement or its intended purpose.
6.2. The Seller shall grant a guarantee for the supplied goods and/or provided services for a period of 2 years from the date of delivery and/or completion of works to the Purchaser, unless the Agreement, including the technical specification, specify a different guarantee period.
6.3 In the case in which due to conducted inspection of goods and/or provided service there is an identified non-compliance of their qualitative and quantitative properties with the Agreement or the arranged technical specification, the Purchaser shall have the right to submit a complaint regarding the goods and/or the performed services within 60 days from the date of delivery or completion of works and in the case of hidden defects – within 30 days from identification of such defects.
6.4 The Seller is obligated to address the content of the complaint within 14 days from the date of submission of the complaint.
6.5 In the case of identification of defective performance of a service or non-compliance of the properties of goods specified in point 6.3, the Purchaser shall have the option to, at their own discretion:
6.5.1. Return the defective goods, at the Seller's expense, and demand reimbursement of the price,
6.5.2. Return the defective goods, at the Seller's expense, and demand a delivery of goods that are free from defects within a period indicated by the Purchaser,
6.5.3. Keep the goods with a demand to remove the defects of goods or replace the goods with goods free from defects, within a period indicated by the Purchaser.
6.5.4. Submit to the Seller with a demand to remove the defects of the service within a period indicated by the Purchaser,
6.5.5. Keep the goods with a demand of a price discount,
6.5.6. Keep the subject of service with a demand of a price discount, 6.5.7. Withdraw from the Agreement.
6.6. In the case in which the Purchaser determined, in writing, a period for the Seller to remove the defects of the sold goods or performed service and the Seller did not remove the defects within the determined period, the Purchaser shall have the right to make repairs or substitute performance or commission such works to third parties.
6.7. In the case of use of rights by the Purchaser with regard to repairs or substitute performance, the contractual penalties payable to the Purchaser from the Seller shall be calculated until the date of proper implementation of the substitute performance by a third party.
6.8. The Purchaser shall have the right to reimbursement for any damage incurred due to: non-delivery of goods or their part, defects of the delivered goods or defective and/or late performance of the service.
6.9. The Seller must not reject removal of defects of a performed service, removal of defects of goods, or replacement of goods with goods free from defects, even if it required excessive costs.
6.10. Each complaint notified within the guarantee period shall extend the guarantee periods for particular goods by the time calculated from the date of notice to the date of removal of the defect. When the subject of the Agreement has been replaced, the guarantee within such a Subject shall start from the beginning, from the date of the replacement.
6.11. In case of disputes regarding existence of defects, the Parties shall refer the subject of the Agreement to an inspection by a well-recognized inspection entity competent with regard to the subject of the Agreement. The cost of inspection shall be paid by the Party the stand of which has been rejected in the dispute.
7. INSURANCE
7.1. The Seller declares that they have proper third-party liability insurance and that the policy has been paid-up in full.
7.2. The minimum amount of the policy and its terms and conditions should secure the Seller against any risk and liability arising from the Agreement concluded with the Purchaser.
7.3 Upon the Purchaser's request, the Seller shall provide a copy of the policy and a confirmation for the payment of premium indicated in point 7.1 above.
8. WITHDRAWAL
8.1. The Purchaser shall be entitled to terminate the Agreement without notice under important reasons.
8.2. An important reason shall be understood, in particular, as a breach of the Seller's obligations that has not been removed within the deadline set by the Purchaser and a situation in which the purchase or use of goods or provision of services is fully or partially unlawful in light of applicable legal regulations.
8.3. If the Purchaser terminates the Agreement due to an important reason, the Seller shall not have the right to any further claims for damage, reimbursement of costs, or payment of remuneration.
9. FORCE MAJEURE
9.1. Each Party may withdraw from fulfillment of provisions of the Agreement in case of involuntary delay of the parties.
9.2. An involuntary delay shall be understood as a delay caused by the so-called Force Majeure, i.e. a random event that has been unforeseeable, despite due diligence, upon conclusion of the Agreement and it has been impossible to be prevented and none of the Parties will be able to influence such an event, in particular: war, internal disturbances, flood, fire, earthquake and other natural disasters, limitations or amendments to the law or other actions of the authorities or state administration, common and industry strikes that have been officially approved by Polish trade unions.
9.3. The Party referring to circumstances of Force Majeure shall be obligated to notify the other Party in writing, within 7 days from the occurrence of Force Majeure.
9.4. In the case of an event of Force Majeure affecting the Seller, the Purchaser shall be, at their own discretion, entitled to arrange with the Seller an extended time for the delivery or to cancel the agreement or its part, or to withdraw from the Agreement in full or partially.
9.5. Any excess payment paid by the Purchaser as an advance payment shall be returned by the Seller.
9.6. The Parties shall be exempted from liability for non-performance or improper performance of the Agreement in such scope, in which it occurred due to circumstances of Force Majeure.
10. CONFIDENTIAL INFORMATION
10.1. Any information obtained by the Seller due to implementation of the Agreement, including in particular any organizational, trade, technical information regarding the Purchaser that remains unpublished shall be considered as confidential information and shall not be disclosed to third parties. The obligation shall not apply in situations, in which the obligation to disclose information results from mandatory provisions of applicable law.
10.2. The Seller declares that they shall not use confidential information for purposes other than to implement the Agreement and that they ensure proper protection for such information that is relevant to its confidential nature. The liability to keep information confidential shall remain in force after implementation of the Agreement and may be repealed only by a written consent of the Purchaser.
11. DISPUTES
11.1. In case of a dispute regarding the interpretation or performance of the Agreement or the General Purchase Conditions, the competent determining authority shall be the Court competent for the registered office of the Purchaser.
11.2. For matters not regulated in these GPC, Agreement, or order, the provisions of Polish law shall apply.
12. PROTECTION OF PERSONAL DATA
12.1. The controller of personal data, within the meaning of Art. 4 point 7 - Regulation (EU) 2016/679 of the European Parliament and the Council dated 27.04.2016 on protection of individuals with regard to processing of personal details and on the free movement of such data and repeal to Directive 95/46/EC (General Data Protection Regulation), hereinafter referred to as GDPR, shall be the company making the purchase of goods or services, being a party the Agreement, i.e.:
- Alupol Packaging S.A. with its registered office in Tychy, at ul. Strefowa 4 or
- Alupol Packaging Kęty Sp. z o.o. with its registered office in Kęty, at ul. Kościuszki 111, or - Alupol Films Sp. z o.o. with its registered office in Oświęcim, at ul. Gospodarcza 18.
12.2. Persona details of the Seller shall be processed under Art. 6 section 1 point b of GDPR (data processing is essential for performance of the Agreement, of which the Seller is a party or to take action that is essential before conclusion of the Agreement) and/or Art. 6 section 1 point f of GDPR (legally justified business performed by the Data Controller - you may oppose to that at any time – for reasons related with their particular situation – with regard to processing of their data based on such grounds).
12.3. The provision of data is voluntary. However, lack of such provision will make conclusion of the Agreement impossible.
12.4. Data recipients shall be entities that handle the Controller's data, including the scope of: information technology, legal, advisory, audit, financial and accounting, vindication, and transport services. Data recipients shall include Alupol companies other than the Data Controller.
12.5. The Seller shall have the right to access their personal details, rectify or erase them, demand limitation of processing, shall have the right to transfer data, submit an objection against processing, or make a complaint to the President of the Office for Protection of Personal Details.
12.6. The data handed over by the Seller that are essential for performance of the Agreement shall be stored for a period resulting from the applicable provisions of law, including the scope of expiry of claims.
12.7. 12.7. Personal details shall not be handed over to a third country/international organization and shall not be processed in an automated way, as well as they shall not be used for profiling.
12.8. Every Controller appointed a Data Protection Inspector as the contact person within the scope of communication regarding protection of personal data and who can be contacted through e-mail under the following address:
- iod_AP@grupakety.com, for matters in the case of which the Controller is Alupol Packaging S.A.,
- iod_APK@grupakety.com, for matters in the case of which the Controller is Alupol Packaging Kęty Sp. z o.o.,
- iod_AF@grupakety.com, for matters in which the Controller is Alupol Films Sp. z o.o.
13. FINAL PROVISIONS
13.1. The Seller shall not be authorized to transfer or duty rights arising from implementation of the Agreement to another person without a prior written consent of the Purchaser.
13.2. In the case of legal ineffectiveness of some of the provisions of these General Purchase Conditions due to introduction of different legal regulations, other provisions shall remain valid.
13.3. Any amendments and supplements to the conditions of the Agreement shall be in writing, otherwise being declared null and void, and must be accepted by both Parties.
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