+48 15 822 98 52 DEFINITIONS
The following terms and definitions are used in these General Terms and Conditions of Purchase of Goods and Services of TARKON Sp z o.o with its registered office
in Tarnobrzeg:
CONTRACTING AUTHORITY – Tarkon Sp z o.o.
5 Mechanic Street
39- 400 Tarnobrzeg, Poland
NIP 867-19-70-764
Regon 831200075
KRS 0000109249
SERVICE – a set of activities performed by external business entities for the CONTRACTOR as a result of the execution of orders placed by the CONTRACTOR, in order to meet consumption or production needs.
SUPPLIER – a company, firm, enterprise or other institution (organization) that supplies tangible items or provides services, with which the CONTRACTING AUTHORITY has entered into a contract for the supply or sale of GOODS and/or a contract for the provision of SERVICES to the CONTRACTING AUTHORITY, as well as another contract of a similar nature. Suppliers shall also include carriers.
GOODS – all GOODS constituting the subject of an order placed by the CONTRACTING AUTHORITY, including but not limited to: materials, components, mechanisms, parts, etc. used in the production process affecting the quality of products manufactured by the CONTRACTING AUTHORITY,
ORDER – a document generated from the computer system directly linked
to the demand. It specifies the SERVICE/good ordered by the ORDERER, quantity, purchase price, terms of payment, conditions and date of delivery and other important details related to its execution.
GTC – General Terms and Conditions of Purchase of Goods and Services by TARKON Sp z o.o with its registered office in Tarnobrzeg.
§ 1. GENERAL PROVISIONS
(1) The General Terms and Conditions of Purchase, hereinafter referred to as GTCs, set forth the general principles under which the CONTRACTING AUTHORITY shall purchase the GOODS and/or services specified in the purchase order and are an integral part of each purchase order.
(2) Deviation from the provisions of the GTC may take place only in the case of provisions contained
in the order/contract, which prevail over the GTC, in the situation of prior individual clarification of the detailed terms of the order with the Supplier.
(3) The purchase order number or reference number shall be cited on the invoice, on the goods receipt documents and on all other documents related to the order.
(4) Acceptance for execution of each order with any comments shall be confirmed in writing (letter, e-mail) by the SUPPLIER within 3 working days from the date of its receipt. Failure of the SUPPLIER to confirm the order in writing within the aforementioned period shall be treated by the PURCHASER as tacit acceptance by the SUPPLIER of the order for execution on the terms and conditions specified in the order and in accordance with the GTC. Confirmation of the Order implies acceptance of these GTCs.
5. the GTCs are given for information and acceptance by the SUPPLIER on the CONTRACTOR’s website: www.tarkon.pl.
§ 2. TERMS OF DELIVERY
(1) The ordered GOODS/SERVICE shall be delivered by the SUPPLIER to the place indicated
in the order. SUPPLIER shall insure the GOODS against all risks
in transit.
(2) The SUPPLIER shall be obliged to pack the GOODS in such a way as to ensure delivery of the GOODS intact and to attach to the GOODS documents in Polish or other language in accordance with the order, proofs of WZ or a copy of the invoice, attestations, certificates, declarations of conformity, warranty cards, operating instructions, DTRs and all other required documents.
(3) Lack of the documents listed in paragraph 2 §2 will result in the delivery being considered incomplete until completed and may result in withholding or delaying payment of the invoice.
(4) Collection of GOODS will be possible on business days, from 7:00 a.m. to 3:00 p.m., unless
in the order indicated otherwise.
(5) Delivery dates are specified in the order. These deadlines are binding and it is on the side of the SUPPLIER to meet them.
(6) The delivery date shall be considered met if the delivery is at the disposal of the CONTRACTING AUTHORITY on the agreed date, at the address indicated in the order and after confirmation of acceptance of the product by the person authorized to accept the product.
(7) The SUPPLIER shall immediately and directly inform the CONTRACTING AUTHORITY of the occurrence or threat of occurrence of circumstances from which it follows that the agreed date of execution of the order cannot be met, together with an indication of the expected period of delay and the reasons for its occurrence.
8 Liability for non-performance or improper performance of the contract in the form of contractual penalties is established. The SUPPLIER shall pay contractual penalties to the Ordering Party in the following cases:
8.1. w przypadku opóźnienia w dostawie zamówienia – w wysokości 1% wartości zamówienia brutto za każdy kalendarzowy dzień opóźnienia, – do wysokości 10% wartości zamówienia brutto,
8.2 in case of delay in timely removal of defects found upon acceptance of the GOOD
– in the amount of 1% of the gross order value for each calendar day of delay,
– up to 10% of the gross order value,
8.3 in the event that either Party withdraws from the order, for reasons attributable to the SUPPLIER, or if the SUPPLIER withdraws from the order without just cause,
– in the amount of up to 10% of the gross order value,
8.4 in case of delay in timely removal of defects revealed during the warranty/guarantee period – in the amount of 1% of the gross order value due to the SUPPLIER for each day of delay up to 10% of the gross order value .
(9) If the occurrence of a defect in the GOOD covered by the warranty results in charging the CONTRACTOR with the costs of the installation shutdown, then the CONTRACTOR shall charge the SUPPLIER with claims for damages arising during the installation shutdown.
(10) The CONTRACTING AUTHORITY shall have the right to deduct the accrued penalties from the SUPPLIER’s remuneration.
(11) The CONTRACTING AUTHORITY shall be entitled to claim compensation under the general rules provided for in the Civil Code in the event that the contractual penalties specified in the order do not cover the damage suffered in full.
(12) The CONTRACTING AUTHORITY reserves the right to withdraw from all or part of an order not completed within the time specified in the order without any obligation to pay any compensation.
§ 3. WARRANTY AND GUARANTEE
(1) Completion of the order shall result in a warranty and guarantee by the SUPPLIER for the delivered GOODS or SERVICES.
(2) The warranty period shall run for a period of time and from the date of delivery or the date of the acceptance/commissioning protocol.
(3) If, during the warranty period, the PURCHASER recognizes that the GOODS or SERVICE has defects, the PURCHASER shall be entitled to report a complaint to the SUPPLIER, by e-mail or in writing. The SUPPLIER undertakes to immediately confirm in writing or by e-mail the receipt of the complaint notification. If the SUPPLIER does not acknowledge receipt of the complaint within 3 business days of the APPLICANT’s notification of the complaint, the SUPPLIER shall be deemed to have made such acknowledgement upon the expiration of such period.
(4) The SUPPLIER undertakes to remove the defect immediately, but no later than within 3 working days from the date of complaint notification by the CONTRACTOR, and if this is not possible
– to provide a new, defect-free GOOD or SERVICE covered by the warranty or the corresponding part covered by the complaint, and perform its/their installation and commissioning.
(5) In justified cases, in particular for technological reasons, the CONTRACTING AUTHORITY, at the request of the SUPPLIER, may agree in writing to extend the deadline provided for in paragraph 4 §3.
6. the SUPPLIER shall take all necessary steps to replace or repair the defective GOODS or SERVICE, the SUPPLIER shall perform, at its own expense, the disassembly of the defective GOODS and shall install and commission the defect-free/new GUARANTEE GOODS.
In a situation where it will be possible to remove a defect in the GOOD by repairing it, while its disassembly will be impossible or too time-consuming, the SUPPLIER – with the consent of the CONTRACTOR – will repair the GOOD at the place of its location/assembly.
(7) If the SUPPLIER delivers to the Ordering Party, instead of the defective GUARANTEED GOODS, a new, defect-free GOOD or makes substantial repairs to the GUARANTEED GOOD, the warranty period shall run anew from the time the new, defect-free GUARANTEED GOOD is delivered or the repaired GOOD is returned. If the SUPPLIER has replaced a part of the GUARANTEE GOODS, the preceding sentence shall apply mutatis mutandis to the replaced part. In other cases, the warranty period shall be extended by the time during which, due to a defect in the GOOD covered by the warranty, the PURCHASER could not use it.
(8) In the event that the SUPPLIER replaces a defective GUARANTEED GOOD or its defective part with a new one, the SUPPLIER shall be obliged to take back from the CONTRACTOR the defective GUARANTEED GOOD or its defective part and remove all consequences of such taking back.
(9) If during the warranty period the warranted item or part thereof is subject to a complaint twice, it shall be subject to replacement with a new one free of defects at the third complaint, regardless of the possibility and admissibility of its repair. The provisions of this clause do not exclude the possibility of requesting the replacement of defective GOODS covered by the warranty with a new one, free of defects already on the first or second complaint.
(10) In the event that the SUPPLIER fails to meet the deadline for removal of a defect in the GUARANTEED GOODS, the SUPPLIER shall deliver to the PURCHASER, at its own expense, for the duration of the removal of the defect, including by providing a new GUARANTEED GOODS or parts thereof, a substitute device
with parameters and properties not inferior to those of the GUARANTEED GOODS, perform its installation and commissioning, and train the employees of the PURCHASER/Investor in its operation within 3 working days from the date of failure to meet the deadline for removal of defects.
(11) If the SUPPLIER refuses to remove a defect in the GUARANTEED GOODS or a part thereof, or fails to remove the defect within the period provided for in Section 4 §3 or specified in Section 5 §3 and fails to provide the Ordering Party with a replacement device, the ORDERING PARTY shall be entitled to remove the reported defect itself or through a third party, at the expense and risk of the SUPPLIER.
(12) The SUPPLIER shall be responsible for any damage caused by him during the removal of defects and which arises in connection with the occurrence of the defect.
13 The SUPPLIER shall provide the Purchaser with a warranty card no later than on the date of delivery of the GOODS.
(14) The above provisions do not exclude or limit the rights of the CONTRACTOR under the warranty for defects to which he is entitled under general rules.
15 The SUPPLIER shall provide the Ordering Party with a warranty for the entire subject of the contract for a period of 24 months starting from the date indicated in the order.
16 The SUPPLIER undertakes to remove, at its own expense, defects reported by the CONTRACTOR’s warranty holder within 3 working days from the date of their reporting by the CONTRACTOR, unless a longer period has been agreed individually with the SUPPLIER.
(17) The CONTRACTING AUTHORITY may exercise warranty rights for physical defects in the GOODS of the contract independently of warranty rights.
(18) Any statements of the SUPPLIER on the exclusion of warranty or guarantee shall be ineffective against the CONTRACTOR.
§ 4. PRICES AND PAYMENTS
(1) The prices stated in the order/contract are fixed and not subject to change.
(2) Payment of remuneration shall be made upon receipt of correct, accurate and timely VAT invoices within the payment period included on the order.
(3) All invoices of the SUPPLIER must contain the data necessary under VAT regulations and the order number or reference number . Invoices without the stated order number will be considered incorrect and do not constitute a basis for payment.
(4) The date of receipt by the CONTRACTING AUTHORITY of the SUPPLIER’s invoice shall be accepted as the starting date for the running of the payment period.
The SUPPLIER may not, without the prior written consent of the CONTRACTING AUTHORITY, transfer its receivables to third parties
§ 5. SUBCONTRACTING
(1) In the case of the execution of orders for services, subcontracting by third parties is permitted if the SUPPLIER informs the CONTRACTING AUTHORITY and the latter gives its written consent. The CONTRACTOR’s consent must be in writing under pain of nullity.
(2) The SUPPLIER shall be liable for all conduct of persons and third parties it uses in the performance of the contract as for its own acts or omissions.
§ 6 CONFIDENTIALITY
(1) The parties undertake to treat as strictly confidential all terms and conditions of the order, as well as information mutually obtained from each other or otherwise in connection with the order,
in particular, all technical, commercial or other information concerning the CONTRACTOR’s business, which is confidential information and may in no case be used by the SUPPLIER for purposes other than those related to the execution of the order, nor transferred to third parties without the written consent under pain of nullity of the CONTRACTOR, both during the execution of the order and after its completion. The confidentiality obligation shall continue after delivery for a period of 5 years.
(2) In case of violation of the obligation expressed in item 1 §6, the SUPPLIER shall pay to the CONTRACTING AUTHORITY a contractual penalty in the amount of 25 000.00 PLN (in words: twenty-five thousand zlotys) for each violation. Payment of the contractual penalty does not exclude or limit the right of the CONTRACTING AUTHORITY to claim from the SUPPLIER compensation under general rules,
to the extent that the damage suffered exceeds the amount of the reserved contractual penalty.
§ 7. ENVIRONMENTAL PROTECTION, HEALTH AND SAFETY, ETHICAL BEHAVIOR
§ 8. LITIGATION
(1) The parties shall be bound by Polish law, and the competent court for the resolution of all disputes related to the order shall be the common court with jurisdiction over the registered office of the CONTRACTING AUTHORITY.
(2) In matters not regulated by this provision of the GTC, the relevant provisions of the Civil Code and other applicable legal acts shall apply.
(3) These GTCs shall come into force as of 25.05.2020.
