THE GENERAL TERMS AND CONDITIONS OF PURCHASE
3rd edition
Limanowa 22.11.2017
Limatherm S.A.
Ul. Tarnowska 1
34-600 Limanowa
Preamble
These General Terms and Conditions of Purchase of Limatherm S.A. with its seat in Limanowa, ul. Tarnowska 1 are valid from the 01.09.2020.
1 General:
1.1 The Supplier shall complete each delivery of goods or services on the basis of a written order placed by Limatherm S.A. (hereinafter referred to as the Buyer), in which conditions of its completion i.e. the subject of the order, the order completion date, terms of payment and delivery, etc. will be given. The parties accept the possibility of placing an order in another form i.e. by fax, electronically, over the phone, which will be confirmed later in writing.
1.2 The Supplier is required to confirm the order by e-mail (fax, e-mail), by post or by phone.
1.3 The order confirmation by the Supplier means the acceptance of these General Terms and Conditions of Purchase.
1.4 The Supplier has no right to subcontract any of its duties and obligations under any order to third parties without the consent of the Buyer.
1.5 The order shall be considered as completed when the goods / services delivered to the Buyer are in accordance with quality, quantity, price, date and indicated place of delivery.In case the Supplier notifies the Buyer that deliveries will not be made in quantities and at the times specified by the Buyer for any reason, the Buyer has the right to cancel the order in writing without any extra costs.
1.6 In the event of a dispute, the parties declare an amicable settlement of the dispute and, in the case of the absence of the agreement, any disputes relating to the order shall be settled by the court having competence for the place of the Buyer.
1.7 Order number(s) must appear in all correspondence and shipping documents (delivery notes, goods dispatched notes, invoices).
1.8 It is recommended that the Supplier (the Manufacturer) has implemented and maintained a quality management system based on ISO 9001 or IATF 16949.
1.9 The Supplier declares that the products, processes and services provided are in accordance with the currently applicable legal and regulatory requirements.
1.10 The Supplier undertakes to conduct business in compliance with ethical standards and professional integrity, to comply with the organizational regulations and rules, and the principles of health and safety at work.
1.11 The Supplier declares that they are familiar with the applicable regulations in the field of environmental protection; the Supplier undertakes to carry out the sale / delivery of goods / services with care for the natural environment.
1.12 Services and goods delivered to the Buyer should be produced with care for the environment.
1.13 The supplier should employ personnel who have the appropriate qualifications and professional experience to properly perform the contract. Employees should have the qualifications required by applicable law.
2. Deliveries:
2.1 The Supplier is obliged to deliver the goods or services in accordance with the order or the submitted offer. The delivered goods must be packed, marked and labelled in accordance with applicable laws or regulations.
2.2 If the subject of the order is a self-assembly product / part, the delivery must be accompanied by assembly instructions.
2.3 In the event of any change to the product or process - the Supplier shall notify promptly the Buyer about this fact.
2.4 The Supplier shall be liable for any loss of or damage to the goods caused by improper packing or lack of adequate security during transport.
3.Quality:
3.1 The Supplier is required to deliver goods free of quality defects. The Supplier has to guarantee zero defectiveness of delivered material.
3.2 The Supplier is obliged to have all rights in accordance with applicable laws and regulations relating to the business activity conducted by the Supplier and to placing the Supplier's products on the market.
3.3 The Supplier has to provide material certificates attesting the compliance of the goods delivered with the ordered ones. Otherwise, the Buyer has the right to refuse acceptance of goods delivered.
3.4 The Supplier agrees to allow designated representatives of the Buyer access to investigate and verify the methods of production and quality control.
3.5 The Supplier shall inform immediately the Buyer about the changes to the product, changes to the half-products used in the production or changes to manufacturing method of the goods supplied, including changes of the place of production. All changes must be documented properly in order to determine easily the scope and dates of the changes.
3.6 The Supplier has to inform the Buyer about the changes of contact persons cooperating with the Buyer.
If conditions of these General Terms and Conditions of Purchase are not fulfilled by the Supplier, the Buyer is entitled to:
-refuse acceptance of the goods and return them at the Supplier's expense,
-demand the immediate replacement of the defective goods with goods of the proper quality,
-obtain a price discount for defective goods, but possible to use,
-charge the Supplier for the cost incurred by not delivering the ordered goods at the times specified in the order,
-charge the Supplier for the cost incurred by delivering the goods with defects not found during incoming control or with hidden defects.
4. Guarantees, the receipt of the goods
4.1 The Buyer is entitled to place a complaint about defects within 4 weeks after the receipt of the goods, and about hidden defects within 2 weeks after their discovery. Hidden defects are also the defects of goods that are determined only at the processing of the goods or during the use of the goods in the normal production process.
4.2 The Suppler takes responsibility for the fact that the rights of a third party will not be affected by the Supplier's services, delivery or by the use of the goods and services purchased from the Supplier.
4.3 If a dispute over the quality of the raw material is not settled by the Parties, defective material will be examined by an independent laboratory at the Supplier's expense.
4.4 The Buyer shall use incoming procedures and control of goods in accordance with the implemented integrated quality and environmental management system. The delivery is weighed, counted, measured and tested.
5. Invoices, delivery receipts, terms of payment
5.1 VAT invoices have to be issued in accordance with applicable laws or regulations in this regard, they have to contain the following information: Number of the Principal's order, the unit of measure for each item in accordance with the order and country of origin for each item.
5.2 The delivery has to be accompanied by the delivery receipts with the following data: the Supplier's name, the subject of the delivery, the order number of the Buyer, the date of shipment, the packing list.
5.3 The Buyer shall make payment within the prior agreed period after the delivery of the goods or the completion of the services and after the receipt of the properly completed original VAT invoice.
5.4 In the case where the goods do not comply with the order or where the Buyer ascertains quality defects in the goods delivered, the Buyer is entitled to withhold payment until the complaint is resolved.
6.Force Majeure
6.1 Both the Buyer and the Supplier are entitled to withdraw from the performance of the order or the accepted offer in the case where the performance is hindered or impossible because of the following reasons: fire, flood, windstorm, power failure, epidemics, riots, strikes, mobilization, war. The party affected by a Force Majeure event will promptly give to the other written notice of the Force Majeure and when it is again fully able to perform its obligations.
7.Environment
7.1 The supplier is obliged to perform the service in accordance with the applicable regulations, particularly in the area of safety and environmental protection. In addition, the Supplier shall be obliged to provide any cerificates or security certificates or certificates, particularly data sheets, free of charge.
7.2 Each time, the supplier is obliged to check and respect the applicable regulations regarding restrictions on the use of given substances or materials. The supplier undertakes not to use any prohibited materials or substances. If the delivered goods contain substances or materials specified in the applicable regulations as dangerous, the supplier is obliged to indicate them in the specification. All safety data sheets must be submitted together with the offer and the first delivery, as well as after each update.
8. Confidentiality and data protection
8.1 It is forbidden for the Supplier to reproduce or make documents submitted for delivery, in particular plans and drawings, available to third parties, and to use them for purposes other than those for which they were provided. The supplier is obliged to return these documents and any copies or copies thereof at the request of Limatherm S.A.
8.2 The Supplier is obliged to maintain the terms of the order and the related delivery stricltly confidential as a trade secret of Limatherm S.A.
8.3 The supplier hereby agrees on the use and processing of provided personal data in accordance with the law to the extent necessary to complete the order.
9. Final provisions
9.1 We declare that the Company is registered as a VAT payer and entitled to receive VAT invoices.
9.2 If these General Terms and Conditions are not fulfilled, the cooperation may be terminated.
