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General Terms and Conditions of Order

§1
GENERAL PROVISIONS
  1. The General Terms and Conditions of the Contract, hereinafter referred to as the Terms and Conditions , set out the general principles on the basis of which Janusz Kania, conducting business activity entered into the Central Register and Information on Economic Activity of the Republic of Poland, under the name of AGREGATY PEX-POOL PLUS with its registered office in Dębicy, Metalowców 35 street, 39-200 Dębica holding REGON 850 432 046, NIP 872-000-21-78, hereinafter referred to as the ORDERING PARTY, purchases goods or services specified in the Order.
  2. In the event that any other general terms and conditions apply to the Order, the GTC shall prevail.
  3. The Terms and Conditions may be amended, modified or some of them excluded from application by the ORDERING PARTY in the Orders or annexes to the Orders addressed to the SUPPLIER, or in the content of the agreement concluded with the SUPPLIER, referred to as the Specific Terms and Conditions of the Order, hereinafter referred to as the Specific Conditions.
  4. The Specific Terms and Conditions are binding only on a specific Order and in no case can they be treated by the SUPPLIER as having been made in relation to subsequent Orders placed by the ORDERING PARTY.
  5. Any deviation from the application of the General Terms and Conditions of the Order may take place only with the written consent of the ORDERING PARTY.
  6. SUPPLIER undertakes to perform the Order with the utmost diligence that can be expected from an entity professionally engaged in a given type of activity, in accordance with current knowledge, qualifications and applicable laws, technical conditions and standards, rules of art, good practices, standards, as well as with the use of tools, materials, machines, means of transport with valid technical inspections, appropriate approvals, permits, certificates, legalization certificates, safety data sheets, etc.
  7. SUPPLIER declares that the subject of the Order is his/her property, is not encumbered with any rights for the benefit of third parties, in particular is not vested in other entities with industrial property rights, proprietary and moral copyrights, has not been seized in the course of enforcement proceedings, and the subject of the Order has been admitted to trading in the territory of the European Union and the European Economic Area in accordance with the provisions of law.
§2
CONFIRMATION OF ORDER
  1. Within 2 working days from the receipt of the Order, the SUPPLIER confirms in writing, by e-mail, its acceptance for implementation, however, in the case of changes proposed by the SUPPLIER and negotiated in a written agreement referred to in §1 point 5, the 2-day period should be counted starting from the date of conclusion of the written agreement.
  2. By confirming your Order, you agree to these Terms and Conditions.
  3. The SUPPLIER’s accession to the execution of the Order is tantamount to the acceptance of the Order on the Terms and Conditions contained therein.
  4. Failure to confirm the Order within 2 working days is tantamount to acceptance of the Order on the Terms and Conditions contained therein.
§3
SUPPLIER PROCESS CONTROL
  1. The ORDERING PARTY reserves the right to audit the order fulfillment process. The SUPPLIER is obliged to enable the auditing persons to conduct an audit and to provide them with documentation and the level of advancement of work in the production process. Such inspection does not exclude the SUPPLIER’s liability.
  2. All requirements included in the order may be subject to government quality assurance. The SUPPLIER will be notified of any action to be taken within the framework of the government’s quality assurance.
§4
CONFIDENTIALITY OF INFORMATION
  1. If, as part of the cooperation between the SUPPLIER and the ORDERING PARTY, it is necessary for the ORDERING PARTY to provide information, which means: drawings, sketches, samples, oral and written information, descriptions, models (including 3D solids), technological processes (or parts thereof), such as also all other necessary information, know-how, tools, regardless of the form of the medium on which they are transmitted (hereinafter referred to as Information), the SUPPLIER is obliged to apply the following principles:
    1. maintain the confidentiality of information and not to disclose it to a third party without the written consent of the ORDERING PARTY,
    2. not to process or publish information without the written consent of the ORDERING PARTY,
    3. disclose information only to employees to whom such knowledge is necessary to perform the duties resulting from the cooperation between the parties, and at the request of the CONTRACTING AUTHORITY , make available a list of such persons by name,
    4. take all steps to ensure that the SUPPLIER’s employees or associates comply with the confidentiality of information;
    5. protection of the transferred data against unauthorized access.
  2. Confidentiality arrangements shall survive the termination of business operations, unless the information is made public in a manner that does not violate the terms of the GTC.
  3. The information remains the exclusive property of the ORDERING PARTY. The SUPPLIER undertakes to store them with due care and return them after the end of cooperation at the ORDERING PARTY’s written request together with all copies made. Information recorded by the SUPPLIER on media that makes it impossible to return it to the ORDERING PARTY should be deleted or otherwise permanently destroyed, which will be confirmed by an appropriate protocol, a copy of which the SUPPLIER will provide to the ORDERING PARTY. Providing information by the ORDERING PARTY cannot under any circumstances be treated as granting a license, consent or any other right to use the information received for any purpose other than to make a supply to and for the benefit of the information ORDERING PARTY, any other arrangements in this regard must be clearly and unambiguously confirmed by a separate agreement between the Parties.
§5
DELIVERY CONDITIONS
  1. The goods and/or services ordered must be delivered in accordance with the provisions of the Terms and Conditions of the Order as detailed in the order or Appendices.
  2. The delivered goods and/or services included in the Order will meet the quality requirements specified in the technical documentation for the goods in question and in the relevant standards, legal regulations and additional requirements contained in the Order.
  3. The right place of delivery is the company Agregaty Pex-Pool Plus, Metalowców 35 street, 39-200 Dębica .
  4. If you specify a different delivery address in your order as indicated above, it is the correct place of delivery.
  5. The delivery deadline is considered to be met provided that the goods and/or services are delivered together with the documents indicated in the specification of the Order or other documents resulting from the provisions of law and confirmation of acceptance of the goods and/or services by the person authorized to accept them by the ORDERING PARTY.
  6. Failure to meet the agreed delivery deadlines or delivery inconsistent with the order entitles the ORDERING PARTY to withdraw from the Order. The ORDERING PARTY may complete the contractual right of withdrawal in writing at any time from the date of occurrence of the circumstances justifying withdrawal from the contract.
  7. The SUPPLIER is obliged to properly secure the goods for the time of transport and storage, until the goods are accepted by the ORDERING PARTY, which is confirmed by a signed delivery document.
  8. Delivery documentation, collective packaging and goods should contain the numbering and markings of the ORDERING PARTY, indicated in the Order.
§6
SUPPLIER RESPONSIBILITY
  1. The SUPPLIER (service provider) is responsible for verifying the technical condition of the material entrusted by the ORDERING PARTY for the purpose of performing the service on it and verifying compliance with the documentation.
  2. The material provided to the SUPPLIER for the purpose of providing the service remains the property of the ORDERING PARTY.
  3. Upon acceptance, the SUPPLIER bears full legal responsibility for the material entrusted by the ORDERING PARTY.
§7
PICK-UP/RECEIVE
  1. Acceptance of goods and/or services takes place at the ORDERING PARTY’s headquarters from 7.00 a.m. to 1.00 p.m. and from 2.00 p.m. to 7.00 p.m. on working days.
  2. Each delivery is to be notified in writing, by e-mail to the ORDERING PARTY , specifying the date, at least 2 days before the planned date of implementation.
  3. The SUPPLIER is obliged to pack the product in a way that protects it during transport. In the case of goods of considerable weight, dimensions or large quantities, the packaging method should enable unloading with a forklift.
  4. All goods must have markings and barcodes enabling their identification using scanners. Collective packaging should include a collective label.
  5. The SUPPLIER is obliged to deliver to the ORDERING PARTY , together with the subject of the order, the required documents confirming the quantity, quality and compliance, in particular quality control certificates, attestations, measurement sheets, safety data sheets and other required documents indicated in the specification of the Order or resulting from the provisions of law.
  6. The representative of the ORDERING Party shall inspect the delivery at the time of its acceptance, in particular to check any damage to the subject of delivery that occurred during its transport and the compliance of the delivery and accompanying documentation with the Order.
  7. In the event of incomplete or non-conforming delivery, the ORDERING PARTY has the right to refuse to accept the delivery or conditional acceptance of the delivery and to draw up a discrepancy report. The ORDERING PARTY shall immediately inform the SUPPLIER of the fact of refusal to accept the subject of delivery and the reason for the refusal.
  8. The ownership of the subject of the order or part thereof is transferred to the ORDERING PARTY upon receipt of the order in its entirety or, if the Order allows delivery in parts, upon receipt of the part in question.
§8
COMPLAINT PROCEDURE
  1. Any identified quality defects or quantity deficiencies shall be immediately reported by the ORDERING PARTY to the SUPPLIER, but no later than within 14 days from the date of receipt of the delivery.
  2. If the deficiencies or defects were of such a nature that, even with due care, they could not be disclosed upon receipt, the period of 14 days shall run from the date of their discovery.
  3. The SUPPLIER is obliged to remove the defects immediately, but no later than within 14 calendar days from the date of receipt of the complaint.
  4. If the complaint is not accepted, the SUPPLIER is obliged to inform the ORDERING PARTY about the reasons for not accepting the complaint within 14 calendar days of submitting the complaint.
  5. If the SUPPLIER does not respond to the complaint within 14 calendar days of its submission, it is deemed that the SUPPLIER has considered the request justified.
§9
WARRANTY AND GUARANTEE
  1. The SUPPLIER warrants that the delivered item of the Order or part thereof is new, unused, free from defects and will remain free from defects for the duration of the warranty for defects and the guarantee of quality.
  2. The SUPPLIER provides a warranty for the delivered goods or services for a period of 24 months, counting from the date of receipt by the ORDERING PARTY of the subject of delivery together with the documents referred to in § 7 point 5, unless a longer warranty period results from the Order/Agreement.
  3. If the subject of the Order has defects, the SUPPLIER is obliged to remove the defect or deliver the item free from defects at its own expense and risk within the time limit indicated by the ORDERING PARTY, unless the parties agree in writing on a different date, and the Ordering Party has the right to demand a reduction in the remuneration/price.
  4. The rights under the warranty do not in any way limit the rights of the ORDERING PARTY under the warranty for defects.
§10
RESPONSIBILITY FOR SUBCONTRACTORS

The SUPPLIER cannot release itself from liability towards the ORDERING PARTY on the ground that the non-performance or improper performance of the supply by the SUPPLIER was a consequence of non-performance or improper performance of obligations towards the SUPPLIER by its cooperators, subcontractors or subcontractors.

§11
SUBSTITUTE CONTRACTING
  1. In the event that the delay of the SUPPLIER in the performance of the delivery lasts longer than 21 calendar days, unless the Order/Agreement provides otherwise, the ORDERING PARTY is entitled to withdraw from the concluded contract and entrust the performance of its subject matter to a third party selected at its own discretion.
  2. In the situation described in §11, point 1, SUPPLIER no later than within 7 days from the date of receipt of information about withdrawal from the contract, he is obliged to return at his own expense to ORDERING PARTY (or indicated by ORDERING PARTY places) all information, documents and other tools received for the purposes of cooperation from ORDERING PARTY, under penalty of payment of a penalty for violating confidentiality rules.
  3. Entrusting substitute performance is at the expense and risk of the SUPPLIER and does not exclude its liability under the previously performed contract and payment of contractual penalties.
§12
PAYMENT TERMS
  1. Deliveries of goods and/or services covered by the Order shall be payable in the currency and prices agreed between the ORDERING PARTY and the SUPPLIER on the dates and terms specified in the Terms and Conditions contained in the Order.
  2. The amount of remuneration/price includes all costs related to the execution of the Order, in particular packaging, loading, unloading, transport.
  3. In the event that works are created as part of the Order, the SUPPLIER transfers to the ORDERING PARTY economic copyrights and the right to exercise derivative rights. The remuneration or price referred to above also includes the remuneration due for the transfer of economic copyrights and derivative rights, which is not a separate subject matter of the Order and as such is not subject to separate valuation.
  4. The date of payment is the date on which the bank account of the ORDERING PARTY is debited.
  5. Payments to SUPPLIERS are made in the form of a bank transfer.
  6. The ORDERING PARTY has the right to suspend payment of remuneration in the following cases:
    1. filing a complaint about quality defects and quantity deficiencies in delivery.
    2. lack of documents required by the order in part or in full.
    3. incorrectly issued invoice, i.e. contrary to applicable legal provisions and agreed contracts, and in particular the lack of a clause on the invoice that reads: „Assignment of receivables or their pledge requires the consent of the Debtor.”
    4. the lack of the ORDERING ORDER’s number on the invoice.
    5. the bank account number is missing from the invoice if there are mutual, undisputed or legally established claims and the NIP number on domestic invoices.
§13
CONTRACTUAL PENALTIES
  1. The ORDERING PARTY reserves the right to charge contractual penalties in the amount of 0.4% of the value of the Order in the event of delays in delivery, for each day of delay, whereby a delay in delivery is also understood as the lack of documents that were to be attached in accordance with §7point 5, as well as the incompleteness of the delivery.
  2. The ORDERING PARTY reserves the right to deduct the contractual penalties referred to above for previous and current deliveries from the amount of payment due to the SUPPLIER for the delivered goods and/or services. The ORDERING PARTY will inform the SUPPLIER in writing about the amount of the charged contractual penalty and the fact of its deduction. If the contractual penalty does not cover the damage suffered by the ORDERING PARTY, it is permissible to seek compensation exceeding the amount of contractual penalties on general principles.
  3. For breach of the provisions concerning the confidentiality of the agreement, the SUPPLIER shall pay the ORDERING PARTY a contractual penalty in the amount corresponding to the damage actually caused by the breach, but not lower than PLN 50,000.00 (in words: fifty thousand zlotys 00/100).
§14
PROHIBITION OF ASSIGNMENT OF RECEIVABLES
  1. The SUPPLIER undertakes not to transfer the receivables due under the Order to other persons without the written consent of the ORDERING PARTY , as well as not to encumber them and to include a clause on this limitation on the invoices issued, under pain of their non-maturity.
  2. In order to fulfill the obligation specified in §14 point 1, the SUPPLIER will include the following entry on invoices: „The assignment of receivables or their encumbrance requires the consent of the Debtor.” An invoice without this clause will be treated as an incorrectly issued invoice, requiring correction and resulting in it not being due.
§15
MISCELLANEOUS
  1. Any disputes arising from this order shall be resolved in accordance with Polish law, before the court competent for the registered office of the ORDERING PARTY.
  2. These terms and conditions are an integral part of the Order.
  3. The SUPPLIER undertakes to treat as confidential all information shared under this agreement and to prevent its unauthorized disclosure and confirms that the secrecy requirements will be respected by its employees and subcontractors. Secrecy applies both during and after the implementation of this contract.
  4. Amendments to the above-mentioned contractual provisions must be made in writing by both Parties.
  5. In matters not regulated, the provisions of the Civil Code and other applicable legal acts shall apply.