General Terms and Conditions of Purchase - ENTE - electronics, IT, industry, logistics

General Terms and Conditions of Purchase ENTE Sp. z o.o.

of 18 December 2017

These General Terms and Conditions of Purchase (GTCs) shall apply to all Orders placed by ENTE for the purchase of Goods and shall be binding on Suppliers to the fullest extent unless otherwise agreed by the Parties in writing.
It is to be assumed by Suppliers that the GTCs attached to the Order placed by ENTE shall apply to all subsequent Orders placed by ENTE with a given Supplier without the need to provide them again.
The Supplier shall confirm the acceptance of the Order no later than within 3 working days from the date of placing the Order by ENTE. The Order may be accepted in writing, by email, or by fax to the ENTE address or using the number provided in the Order. Failure to confirm the acceptance of the Order by the Supplier within the time limit specified above shall mean that the Order is accepted and is to be executed.
The person signing the acceptance of the Order on behalf of the Supplier shall be presumed to be authorised to act on behalf of the Supplier.
The acceptance of the Order by the Supplier shall be tantamount to the acceptance of these GTCs by the Supplier.
The Order may be accepted only without reservations. All conditions or provisions specified by the Supplier in the Order acceptance report that amend, supplement, or otherwise differ from the conditions specified in the Order and herein shall be unacceptable and considered not to be reserved, whereas the contract shall be deemed to be concluded pursuant to the terms and conditions specified in the Order placed by ENTE.
The net price specified in the Order shall include all taxes (except VAT), duties, insurance costs, and any other costs and fees incurred by the Supplier during and for the purposes of executing the Order until the Goods are delivered to the ENTE headquarters, including packaging, transport, loading, and unloading costs.
The Order execution time shall always be specified in the Order.
The Supplier shall notify ENTE in the event of a non-conforming product and shall agree the rules of delivery of such products (quantity, marking, etc.). The Supplier shall notify ENTE of any changes planned and/or made in the product/process to be delivered. The Supplier shall implement any necessary changes in specifications, drawings, requirements concerning the process implemented by them that results in the product to be delivered by ENTE, including the description of such changes.
The Supplier shall guarantee that they have suitably qualified personnel capable of ensuring the required quality and compliance with the specified ENTE requirements. For special processes, ENTE may communicate additional requirements concerning how these processes are to be implemented and approved by ENTE or its customer.
Deliveries of Goods shall be accepted in the ENTE headquarters during warehouse opening hours, i.e. 7:00-16:00. Deliveries may be accepted outside the warehouse opening hours if so agreed in advance between ENTE and the Supplier. If the ENTE headquarters is not to be the place of delivery, such information shall be provided in the Order.
The Supplier shall be liable for any damage resulting from failure to meet the delivery date. The Supplier’s liability shall cover any damage incurred by ENTE as well as any losses of profit due to failure to meet the delivery date. The Supplier shall immediately inform ENTE of any circumstances possibly leading to a delay in the delivery of the Goods. Partial deliveries shall be acceptable if so specified in the Order or agreed with ENTE in writing (delivery schedule). Should the delivery schedule be changed by the Supplier, it shall be communicated to and confirmed by ENTE.
If the Supplier delays the execution of the Order by at least 5 working days or if the Supplier delivers the goods that do not conform with the Order, ENTE shall be entitled to withdraw from the Order without separate notice within 21 working days of becoming aware of the circumstances justifying such withdrawal.
If the Supplier delays the execution of the Order by at least 5 working days or if the Supplier delivers the goods that do not conform with the Order, ENTE shall be entitled to entrust the execution of the Order to a third party at the expense and risk of the Supplier.
The risk of accidental loss of or damage to the Goods shall pass to ENTE when the delivery of the Goods is confirmed.
The time limit for payment shall always be specified in the Order and starts from the date of receipt of a correctly issued VAT invoice to the headquarters of ENTE. The confirmation of the delivery of complete and undamaged Goods to the headquarters of ENTE is a prerequisite for the issuance of the VAT invoice and its payment.
The Supplier shall place the ENTE Order Number on the delivery document and other documents related to the performance of the Order, in particular invoices.
The quantitative inspection of the Goods delivered and their condition after transport shall be made within 7 working days after their delivery to the headquarters of ENTE. Should the quantity of the Goods not conform with the Order and documents provided by the Supplier or when the Goods delivered are damaged, ENTE shall prepare a delivery deviation report and inform the Supplier of it by fax or email. In this case, the Supplier shall, at their own expense, replace the defective Goods with new, defect-free Goods and include the missing Goods in the delivery within 5 working days from the date of notification of non-conformity by ENTE.
The obligation of ENTE to inspect the Goods delivered shall be limited to the inspection of the type and proper quantity of the Goods. Each inspection and notification of defects by ENTE within the warranty or guarantee period shall be deemed to be timely submitted; ENTE shall not be bound by any time limit for notifying the Supplier of a defect.
The Supplier shall provide a two-year warranty for the Goods. The warranty period shall start from the date of delivery of the Goods to the headquarters of ENTE.
If the ENTE Order specifies the ordered component to be crucial from the point of view of ENTE final product safety, the Supplier shall provide manufacturing conditions and/or quality documents that ensure the safe use of such component.
The Supplier guarantees that technical and performance parameters of the delivered Goods are consistent with the requirements specified in the Order. Along with the delivery of the Goods, the Supplier is obliged to deliver all technical documentation and certificates required for placing the Goods on the market, including the Polish market or resale of the Goods on the Polish market in compliance with the applicable provisions of law and/or other documents specified in the Order, e.g. certificate 3.1 pursuant to EN 10204:2004. Failure to comply with the obligation referred to in the preceding sentence shall be tantamount to a delay in the performance of the obligation by the Supplier.
During the warranty period, the Supplier undertakes to repair or replace the Goods within 14 days from the date on which ENTE notifies the defect. If the Goods have already been repaired twice, the Supplier is obliged, under warranty, to replace the Goods with new ones, free from defects.
If the Supplier does not remove a defect in the Goods or does not replace the Goods with new ones, free from defects within the period referred to above, ENTE is entitled to remove the defect itself or entrust its removal to a third party, at the expense and risk of the Supplier, without prejudice to ENTE’s rights arising from non-performance or improper performance of the Order. In case of non-performance or improper performance of the Order by the Supplier, ENTE shall have the right to impose the following penalties on the Supplier:
in the case of delay in delivery in relation to the time specified and confirmed by the Supplier in the Order – in the amount of 1% of the Order value for each started delay day, but at least PLN 50 for each delay day;
In the case of delay in repair or replacement of the Goods under warranty or guarantee – in the amount of 1% of the value of the Goods covered by the notification for each started delay day, but at least PLN 50 for each delay day;
In the event that ENTE should withdraw from the Order for reasons beyond its control, ENTE has the right to charge the Supplier a contractual penalty in the amount of 25% of the Order value.
ENTE shall be entitled to claim from the Supplier compensation exceeding the amount of reserved contractual penalties based on applicable Civil Code provisions.
ENTE shall be entitled to perform verification activities on processes related to the execution of the order including, in particular, process validation/first article control. The right to verification shall also apply to ENTE customers. ENTE may also communicate (outside of this order) requirements for approval of products and services/process methods/equipment/rules for release of products and services/competencies, including required qualifications of persons.
ENTE shall be entitled to inspect the process of execution of its orders at the supplier’s or its subcontractor’s premises (also in the form of an audit at an agreed time) and reserves the right to access all agreements related to the order and all records related to its execution. The right to access also applies to ENTE customers and to external inspection bodies.
The transfer of rights and obligations of the Supplier and the assignment of receivables of ENTE under the Order must be agreed by ENTE or they are null and void. The Supplier undertakes to communicate ENTE requirements (including in particular the quality requirements) for the order to its suppliers in the entire supply chain.
To all matters not settled herein, the provisions of Polish law, in particular the Civil Code, shall apply.
Any disputes related to the Order shall be settled by a court having jurisdiction over the seat of ENTE.