General Terms and Conditions of Purchase

1.    GENERAL PROVISIONS

1.1    The General Terms and Conditions of Purchase (hereinafter referred to as the “GTCP”) under which Warszawskie Zakłady Mechaniczne „PZL-WZM” w Warszawie S.A. (hereinafter referred to as the “Ordering Party”) purchases services/goods/materials/products specified in the Purchase Oder (hereinafter referred to as the “object of delivery”).

1.2    The GTCP may be amended, modified or some of them may be excluded from application by the Ordering Party in its Purchase Order submitted to the Supplier or in appendices to Purchase Orders, specified to be Special Terms and Conditions of Purchase (hereinafter referred to as the “STCP”).

1.3    The STCP shall be binding only in respect of a specific purchase order and under no circumstances shall be treated by the Supplier as binding in respect of any subsequent purchase orders placed by the Ordering Party.

1.4    In the event of conflict between the Ordering Party’s GTCP and STCP and the Supplier’s Terms and Conditions of Sale, the provisions of the STCP shall prevail, followed by the GTCP.

1.5    Representative – if a purchase order does not specify the person who is authorised to execute the purchase order on the part of the Ordering Party, it is assumed that the person who signed the purchase order on behalf of the Ordering Party is such a person.

1.6    Negotiated purchase order – shall be made in writing (by letter, e-mail or delivered personally by the Ordering Party)

1.7    A purchase order shall contain:

a) object of delivery: service/good/material/product,
b) quantity,
c) purchase price,
d) terms and conditions of and due date for payment,
d) terms and conditions of delivery and delivery date,
f) provisions relating to guarantee and commercial warranty,
g) other terms and conditions, e.g. insurance,
h) conformation that the Supplier accepts the GTCP without any exclusions, or
i) exclusion of the GTCP and replacement of the same with the STCP

1.8    Each purchase order shall contain the following provision:  “Purchase order compliant with the General Terms and Conditions of Purchase (GTCP), available at the Company’s website.”

1.9    In justified extraordinary cases, a purchase order may be placed orally. In such case, the Ordering Party shall promptly confirm the purchase order in writing.

  1. TERMS AND CONDITIONS OF CONTRACTING

2.1    The contract of sale arising from a purchase order shall be entered into when the Ordering Party receives a copy of the purchase order on which the Supplier confirms, through its authorised representatives, acceptance of the purchase order placed by the Ordering Party on terms and conditions arising from the purchase order, the GTCP and the STCP.

2.2    Acceptance of each purchase order should be confirmed by the Supplier in writing within 3 business days from receipt of the purchase order. A confirmation in writing shall be understood as a hard-copy document, fax or e-mail sent by the Supplier to the Ordering Party. The signing of a purchase order shall be understood as acceptance of these GTCP, with or without exclusions, and the STCP. The Supplier’s failure to confirm a purchase order within the time limit specified hereinabove shall be deemed by the Ordering Party to constitute a silent acceptance of the purchase order by the Supplier on terms and conditions specified in the purchase order.

2.3    By accepting a purchase order, the Supplier represents that it has sufficient funds and technical measures to execute the purchase order in a timely manner.

2.4    The purchase order number shall be referenced in the delivery note, the invoice, the stock issue confirmation, the receipt report and any other transaction documents.

  1. DELIVERY DATES, LATE DELIVERY

3.1    The delivery date is of fundamental and strategic significance for the Ordering Party. The agreed-upon delivery date shall be binding and shall be understood as a date of delivery of services/goods/materials/products to the Ordering Party’s registered office or another place (address) indicated in the purchase order.

3.2    If it is not possible to comply with the delivery date, the Supplier shall promptly notify the Ordering Party of the delay and the reason behind the delay. The lack of such information or provision of information from which it appears that the delivery cannot be effected on the delivery date indicated in the purchase order may constitute grounds for the Ordering Party to withdraw from the purchase order, subject to Clause 7 of the GTCP.

3.3    The Ordering Party reserves the right to withdraw from an unexecuted purchase order in whole or in part within 3 business days, subject to Clause 7 of the GTCP.  Furthermore, the Ordering Party reserves the right to seek damages from the Supplier for improper performance of a purchase order in accordance with the general principles set forth in the Civil Code and for reimbursement of costs incurred on account of substitute performance of the purchase order. The delivery date shall be deemed to have been met if the object of delivery is available to the Ordering Party on the date and at the address indicated in the purchase order and after WUZETEM confirmed acceptance of services/goods/materials/products.

  1. PLACE AND TERMS AND CONDITIONS OF DELIVERY

4.1    Ordered services/goods/materials/products shall be delivered to the address indicated in the purchase order and in compliance with the provisions of the GTCP and the STCP specified in the purchase order placed by the Ordering Party.

4.2    The Ordering Party shall charge the Supplier for costs arising from delivery of services/goods/materials/products to an address other than the address indicated in the purchase order by the Ordering Party.

4.3    A delivery of services/foods/materials/products may be deemed incomplete and may be rejected if it is not accompanied by a delivery document issued by the Supplier, containing the purchase order number and date, specification of goods sent, quantity, details relating to packaging, UN number of hazardous goods – if the ordered services/goods/material/products are or contain substances hazardous to human health or to the environment, weight and place of acceptance, if indicated in the purchase order, as well as attestations, certificates and guarantee cards.  If these conditions are not met, the Ordering Party shall not be liable for any resulting delay in acceptance of delivery and payment date.

4.4    Upon acceptance of services/foods/materials/products, the Ordering Party shall check compliance with the placed purchase order and, in particular, check if any damage or defects occurred during transport of the object of delivery. If the above-mentioned circumstances occur, the Ordering Party shall have the right to refuse to accept the object of delivery and shall immediately notify the Supplier of such refusal.

4.5   
a) The Ordering Party shall report any identified qualitative defects or quantitative shortages of goods/materials/products to the Supplier immediately, but not later than within 7 days from the delivery date.
b) The Ordering Party shall report any identified qualitative defects or quantitative shortages to the Supplier within 1 day from the service acceptance date.
c) In the event that defects or shortages are of such kind that they could not have been identified upon acceptance even if due care and diligence was exercised, the Ordering Party shall report them to the Supplier immediately, but not later than within 14 days.

4.6    A purchase order shall be completed upon:
a) acceptance of service by the Ordering Party against a positive service acceptance report;
b) qualitative acceptance of goods/materials/products and after the object of delivery was fund to be complete by the Ordering Party.

  1. GUARANTEE AND COMMERCIAL WARRANTY

5.1    The Supplier warrants and guarantees that services/goods/materials/products delivered to the Ordering Party meet the Ordering Party’s requirements specified in the purchase order, including but not limited to technical documentation, norms and specifications, legal requirements relating to safety and environmental protection.

5.2    The guarantee and commercial warranty period shall commence upon delivery of services/goods/materials/products by the Supplier.

5.3    The Supplier shall provide the Ordering Party with a guarantee card not later than on the date of delivery of services/goods/materials/products.

5.4    The Supplier shall be liable to the Ordering Party under commercial warranty in accordance with the provisions of the Civil Code. The period of liability under commercial warranty shall be 2 years.

5.5    In the event that defects in the object of delivery are identified during the guarantee period, the Supplier shall remove them or, in the event that repair turns out to be ineffective two times, deliver defect-free things, if the defect occurred for reasons inherent to the thing. The Supplier shall remove the defects or deliver defect-free things within 3 business days from the date on which the Ordering Party reported the defect.

5.6    Upon ineffective expiration of the time limit for removal of reported defects or delivery of a defect-free thing, as specified in Clause 5.5, the Ordering Party may remove the defect on its own or order substitute performance from a third party, at the cost and risk of the Supplier, upon prior notice to the Supplier.

5.7    The Supplier shall ensure free-of-charge removal of any defects which make it impossible to use the object of delivery in accordance with its intended purpose, identified during the guarantee period. The Supplier shall be responsible for collecting the complained-about object of delivery at its own cost.

5.8    The Ordering Party reserves the right to return all defective goods/materials/products at the cost of the Supplier or to demand replacement thereof. In the event of a defectively performed service, the Ordering Party shall have the right to demand that it be performed again. The foregoing shall not prejudice the Ordering Party’s rights in respect of liquidated damages, supplementary damages and suspension of payment for the Supplier’s invoices and shall not release the Supplier from liability under guarantee.

5.9    If delivery of defective services/goods/materials/products causes additional disassembly costs, reassembly costs, tuning costs for the Ordering Party, such costs shall be charged to the Supplier. In addition, the Supplier undertakes to reimburse the Ordering Party for any costs (contractual interest, damages and the value of damage or lost profits) that may be charged to the Ordering Party by third parties as a result of the Ordering Party’s use of goods/materials/products delivered by the Supplier for its final products if such damage and charges result from defective delivery, impossible to detect as described in Clause 4.5.

  1. SUBCONTRACTING

6.1    It shall be permissible to engage third-party subcontractors if the Supplier notifies the Ordering Party and the Ordering Party gives its written consent. The Ordering Party’s consent shall be given in writing, otherwise null and void.

6.2    The Supplier shall be fully responsible and liable for any behaviours of third parties used by the Supplier for performance of a purchase order as for its own acts or omissions.

  1. LIQUIDATED DAMAGES

7.1     In the event of non-performance or improper performance of a purchase order, the Supplier shall be charged liquidated damages:

  1. a) for withdrawing from performance of an accepted purchase order which was not executed for reasons attributable to the Supplier and not attributable to the Ordering Party – in the amount of 20% of gross value of the purchase order;
  2. b) for late delivery – in the amount of 0.05% of gross value of the purchase order, for each day of delay;
  3. c) for delay in removal of defects identified upon acceptance of the object of delivery or during the period of guarantee and commercial warranty – in the amount of 1% of gross value of the purchase order for each day of delay, calculated from expiration of the time limit for removal of defects set by the Ordering Party.

7.2    The Ordering Party shall have the right to set off calculated liquidated damages against its liabilities towards the Supplier.

7.3    In the event of the Supplier’s delay in performance of the object of delivery or the Supplier’s failure to fulfil the obligation specified in Clause 3 of the GTCP, the Ordering Party may, without prejudice to the right to calculate liquidated damages and to seek supplementary damages, exercise one or more of the following rights:
a) demand that the purchase order be executed in whole or in part;
b) make a purchase from another entity at the cost and risk of the Supplier;
c) withdraw from the purchase order for reasons attributable to the Supplier, upon written notice to the Supplier.

7.4    Stipulation of liquidated damages shall not prevent the Ordering Party from claiming damages in accordance with the general principles, in excess of the liquidated damages.

  1. CONFIDENTIALITY

8.1    The Supplier shall ensure and guarantees that as a result of delivery or use of products delivered thereby no third party rights arising from industrial and intellectual property will be infringed, and undertakes to redress any damage caused to the Ordering Party as a result of infringement of such rights.

8.2    The Supplier shall not use, exploit and dispose of any data provided by the Ordering Party without the Ordering Party’s consent given in writing, otherwise null and void.

8.3    In particular, the Supplier undertakes to keep confidential any information relating to commercial exchange, applied prices, discounts, product specifications, logistics agreements, technological data, otherwise the Ordering Party may withdraw from the purchase order for reasons attributable to the Supplier.

8.4    Any technological, technical, constructional data, plans and designs provided by the Ordering Party to the Supplier for the purpose of performance of the object of delivery may be used by the Supplier for this purpose only. The Supplier warrants that it will ensure proper protection of such information, as appropriate given their confidential nature.

8.5    Upon performance of the object of delivery, the Supplier shall return any confidential information to the Ordering Party. The confidentiality obligation shall remain in force and effect after execution of the purchase order and may only be cancelled with written consent of the Ordering Party.

  1. DUTIES OF THE SUPPLIER

9.1    By accepting a purchase order from the Ordering Party, the Supplier undertakes to act in a timely manner, diligently and in accordance with the principles of the applicable law in order to perform the object of delivery as soon as possible and with proper – adjusted to conditions of performance – quality level.

9.2    During execution of the purchase order, the Supplier shall inform the Ordering Party about any material circumstances which may affect execution and delivery date.

9.3    Upon request of the Ordering Party, the Supplier shall present remedial action in relation to detected reasons behind identified non-compliance of the object of delivery.

9.4    The Supplier represents that it is registered as an active VAT payer, in witness whereof it provides a printout from the website of the Ministry of Finance: https://ppuslugi.mf.gov.pl/_/, which constitutes an Appendix to the purchase order.

9.5    The Supplier represents that it holds an up-to-date and valid third-party liability and personal accident insurance policy in case of risk arising from its business, in witness whereof it presents the Ordering Party with a copy or scanned copy of the insurance policy.

  1. ACTIONS OF THE ORDERING PARTY

10.1    The Ordering Party shall have the right, on each stage of execution of the purchase order, to obtain information about the course of execution. Relevant information shall be provided on behalf of the Supplier by an authorised person.

10.2    The Ordering Party shall have the right to audit the manufacturing and technological process or the service during performance and the right to quality acceptance of the ordered product/service at the Supplier’s premises.

  1. FINANCIAL CONDITIONS

11.1    The prices specified in the purchase order placed by the Ordering Party and accepted by the Supplier shall be binding for the purpose of mutual settlements between the parties.

11.2    Each invoice shall apply prices identical to those stated in the Ordering Party’s purchase order. Invoices with prices determined otherwise shall not be accepted by the Ordering Party.

11.3    All invoices issued by the Supplier shall contain data that are necessary in the context of applicable provisions on VAT and the purchase order number.

11.4    The date on which the Ordering Party receives an invoice from the Supplier shall be deemed to be the starting date of the time limit for payment.

11.5    Any change of the object of delivery, if possible, during its performance may only be made on the basis of an adjustment of the purchase order by the Ordering Party.

11.6    The Ordering Party shall have the right to set off its monetary claims that are due and payable and undisputed in relation to the Supplier against monetary claims that are due and payable and undisputed in relation to the Ordering Party.

11.7    The Supplier does hereby acknowledge and agree to imposition of prohibition of assignment of the Supplier’s claims arising in connection with this purchase order to any third party.

11.8    The Supplier and the Ordering Party undertake to keep trade secrets and not to disclose any details of their mutual settlements to any third parties.

  1. DISPUTES

12.1    Any disputes arising out of or in connection with these GTCP and STCP which cannot be settled amicably shall be resolved by a common court having jurisdiction over the Ordering Party’s registered office.

12.2    To any matters not regulated in these GTCP relevant provisions of the Civil Code and other applicable provisions of law shall apply.