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General Purchase Conditions

  1. These General Purchase Conditions (GPC) will apply to all Orders placed by ENTE for the purchase of Goods and bind Suppliers in the full scope, unless the Parties agree on other terms and conditions in writing.
  2. It is assumed that GPC attached to an Order placed by ENTE to the Supplier will apply to all subsequent Orders placed by ENTE to a given Supplier, without there being any need for GPC re-delivery.
  3. The Supplier confirms the acceptance of the Order at the latest within 3 working days from the day of placing the Order by ENTE. Confirmation of the acceptance of the Order may be realized in writing, by e-mail or fax to the address or phone number communicated by ENTE in the Order. Should the Order acceptance for execution be not confirmed by the Supplier within the above-indicated time limit, it shall be deemed that the Order was accepted for realization.
  4. It shall be presumed that the person signing the acceptance of the Order on behalf of the Supplier is authorized to act on his behalf.
  5. Confirmation of acceptance of the Order by the Supplier implies the acceptance by the Supplier of these GPC.
  6. The Order may be accepted only without reservations. All the terms or conditions specified by the Supplier in the confirmation of the Order, which modify, supplement or otherwise differ from the conditions set out in the Order and these GPC are considered unacceptable and shall not be considered as proprietary, and the Agreement will be considered concluded on the terms specified in the Order placed by ENTE.
  7. Net price indicated in the Order includes all taxes (excluding VAT), customs, insurance and all other costs and fees incurred by the Supplier during and for the purpose of performing the Order until the moment of Goods delivery to the headquarter of ENTE, including the costs of packaging, transportation, loading and unloading.
  8. The term for completion of the Order is determined in each case in the Order.
  9. The Supplier will inform ENTE in the case of identification of the non-compliant product and will agree on the rules for the supply of such products (its number, labelling, etc.). The Supplier herewith shall be contractually obliged to inform ENTE about planned and / or made changes in the supplied product / process. The Supplier is obliged to implement any necessary changes in the specifications, drawings, requirements for the process implemented by the Supplier, the result of which is the product delivered to ENTE, including identification of these changes.
  10. The Supplier assures to have suitably qualified personnel, capable of providing the required quality and compliance with requirements specified by ENTE. In the case of performing special processes, ENTE may provide additional requirements concerning methods of implementation and approval of these processes by ENTE or the Client of ENTE.
  11. Delivery of Goods shall be adopted at the headquarter of ENTE at warehouse opening hours, i.e. 7.00-16.00. It is permitted to take delivery at times other than the fixed opening hours, provided that prior consultation has taken place between ENTE and the Supplier. In the case of delivery location other than ENTE headquarter, it will be specified in the Order.
  12. The Supplier shall be liable for any damages resulting from the failure to date of delivery. The Supplier's liability covers any damage incurred by ENTE, as well as any lost benefits due to the failure to date of delivery. The Supplier is obliged to immediately inform ENTE of any circumstances, which may affect the delay in delivery of the Goods. Partial deliveries are acceptable, as long as indicated in the Order, or agreed with ENTE in writing (delivery schedule). In the case of changes made in delivery schedule by the Supplier, it will be communicated to ENTE and confirmed by ENTE.
  13. In the case of delay of the Supplier in execution of the Order, of at least 5 working days or in the case of delivery by the Supplier Goods incompliant with the Order, ENTE will be entitled to withdraw from the Agreement without being separately summoned within 21 working days of becoming aware of the circumstances justifying waiver of the Order.
  14. In the case of delay of the Supplier in execution of the Order, of at least 5 working days or in the case of delivery by the Supplier Goods incompliant with the Order, ENTE will be entitled to entrust performance of contracts to a third party at the expense and risk of the Supplier.
  15. The risk of accidental loss or damage of the Goods passes to ENTE upon confirmation of delivery of the Goods.
  16. The payment date is specified in each Order and is counted from the date of correctly issued VAT invoice received by the headquarter of ENTE. The basis of the VAT invoice to be issued and the condition of its payment is confirmed by ENTE after complete and undamaged delivery of Goods to the headquarter of ENTE.
  17. On the document of delivery and other documents related to the execution of the Order, in particular invoices, the Supplier is obliged to put the number of the Order of ENTE.
  18. The control of quantity of supplied Goods and their condition after transport takes place within 7 working days after delivery of the Goods to the headquarter of ENTE. In case when the quantity of Goods is not in accordance with the Order and documents delivered by the Supplier, or when delivered Goods are damaged, ENTE will draw up a written protocol of delivery deviations and will inform the Supplier about it via fax or e-mail. The Supplier is obliged to replace at their own expense a defective product with a new one, free from defects, and complete the delivery of missing Goods within 5 working days from the date of notification of non-compliance by ENTE.
  19. ENTE obligation to inspect delivered Goods is limited to the type of goods and their right quantities. Each inspection and notification of defects by ENTE during the warranty or implied warranty period will be deemed to be the date of lodgment; ENTE is not bound by any date limit to report the defect to the Supplier.
  20. The Supplier grants a two-year warranty on Goods. The warranty period is counted from the date of delivery of the Goods to the headquarter of ENTE.
  21. If the Order of ENTE defines ordered component as a key component from the point of view of safety of ENTE final product, the Supplier is obliged to provide conditions for manufacturing and/ or the quality records which ensure security of component’s use. The Supplier guarantees that technical and performance parameters of delivered Goods comply with the requirements specified in the Order. With delivery of Goods the Supplier shall also provide all technical documentation and certificates required for the introduction of the Goods on the market, including Polish market, or resale of Goods on the market in accordance with applicable Polish law and/or other documents referred to in the Order, e.g. certificate 3.1 according to EN 10204: 2004. Non-fulfilment of the obligation, referred to in the preceding sentence is equivalent to a delay in the performance of the obligation by the Supplier.
  22. In the warranty period the Supplier shall undertake to carry out the repair or exchange of the Goods within 14 days from the date of notification of the defect by ENTE. In case when the Goods are repaired twice, the Supplier is obliged to replace the Goods with the new ones, free from defects under a warranty.
  23. If the Supplier does not remove the defect of the Goods or exchanges the Goods into new, free from defects, within the time limit specified above, ENTE is entitled to remove the defect on its own or entrust a third party to remove it at the expense and risk of the Supplier, without prejudice to the powers of ENTE resulting from the non-performance or improper performance of the Order implementation. In case of non-performance or improper performance of the Order by the Supplier, ENTE is entitled to charge the Supplier with the following penalties:
  1. In case of delay in supply with respect to the period defined and endorsed by the Supplier in the Order - in the amount of 1% of the Order value for each commenced day of delay, however not less than 50 zlotys for each day of delay;
  2. In case of delay in repair or exchange of the Goods under a warranty or implied warranty- in the amount of 1% of the Order value for each commenced day of delay, however not less than 50 zlotys for each day of delay;
  3. In case of withdrawal by ENTE from the Order for reasons beyond the control of ENTE, ENTE is entitled to charge a contractual penalty amounting to 25% of the Order value.
  4. ENTE is entitled to demand compensation from the Supplier exceeding the amount of reserved contractual penalties on the basic rules of the Civil Code.
  5. ENTE is entitled to carry out the requested verification activities in terms of processes related to execution of the Order, in particular the validation processes / control of the first piece. The verification law also applies to the Customers of ENTE. ENTE may additionally transfer (except this Order) requirements concerning the approval of products and services/methods used for implementation of processes/ equipment/ rules for releasing products and services/ competences including the required qualifications of persons.
  6. ENTE is entitled to control the process of fulfilment of its orders in the headquarter of the Supplier or thier subcontractors (also in the form of audit at the agreed period) and reserves the right to access to all arrangements related to the contract and all records related to its fulfilment. The law of access also applies to ENTE Customers and external controlling bodies.
  7. Transfer of rights and obligations of the Supplier and assignment of receivables of ENTE arising from the Order, require written consent of ENTE under pain of invalidity.
  8. The Supplier shall pass the requirements (in particular quality requirements) to ENTE concerning a given Order to its suppliers throughout the supply chain.
  9. Within the scope that has not been regulated in these GPC, Polish law is applicable, in particular the Civil Code.
  10. Any questions or disputes related to the Order shall be settled by competent court as of the legal seat of ENTE.
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