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General Terms and Conditions of Purchase of Goods and Orders

I. General Provisions

  1. These General Terms and Conditions of Purchase and Orders (hereinafter "GTC") apply to all contracts (of sale, exchange, mandate, for specific work, as well as construction works) concluded by Neodynamic Sp. z o.o., with its registered office in Tyniec Mały (hereinafter "the Purchaser") in the scope of its business activities with other entrepreneurs, including natural persons, legal persons or organisational units without legal personality that are granted legal capacity by statute, conducting business activities (hereinafter "Suppliers").
  2. The GTC are available on the website www.neodynamic.pl.
  3. The GTC constitute an integral part of the contracts referred to in point I.1 above and are binding on both parties to such contracts, unless the parties expressly agree otherwise in writing. In the event of any conflict between the GTC and the content of the contract that cannot be resolved by interpretation of the contract and GTC provisions, the contract provisions shall take precedence.
  4. The Supplier's general terms and conditions may apply only to the extent that they are not inconsistent with the provisions of these GTC and only if confirmed in writing by both the Purchaser and the Supplier.
  5. An unconditional purchase or order does not constitute acceptance by the Purchaser of any different contractual terms.
  6. The "subject matter of the order" within the meaning of the GTC means machines, devices, tools, spare parts and any other movable items, as well as services, which have been or are to be delivered/performed for or purchased by the Purchaser in connection with its business activities.

II. Fulfilment of Orders by the Supplier

  1. The Supplier fulfils its obligation to the Purchaser on the basis of the submitted and accepted offer at a contractually agreed lump-sum price or remuneration.
  2. The Supplier's offer must include: the offer validity period, order lead time, price, delivery and warranty conditions. a) If the offer validity period is not specified by the Supplier, the offer shall be valid for a period of six months from the date of submission. b) The Purchaser shall not bear delivery costs that it has not agreed upon and accepted. c) After the Purchaser places an order, confirmation of acceptance for fulfilment by the Supplier is required. Failure to receive confirmation within 24 hours of placing the order shall be deemed acceptance of the order for fulfilment.
  3. Unless otherwise specified in the contract, offer, order or acceptance statement, the price (remuneration for performance) of the subject matter of the order includes value added tax (VAT), delivery costs to the Purchaser and other services and additional costs.
  4. For orders relating to the provision of services to the Purchaser, where the Supplier's remuneration is based on the Supplier's working time, the Supplier is obliged, prior to concluding the contract, to provide the Purchaser with information on the total planned working time together with a maximum and non-exceedable limit of working hours declared by the Supplier for the specific order. The Supplier is also obliged to specify the method of calculating costs and rates on the basis of which its remuneration will be calculated. In such a case, the Supplier's remuneration may not exceed the remuneration determined on the basis of the maximum and non-exceedable limit of working hours declared by the Supplier.
  5. If the Supplier fails to provide the information referred to in the preceding point by the time the contract is concluded at the latest, the amount of remuneration shall be determined on the basis of ordinary remuneration for work of the given type (Article 628 § 1 sentence 2 of the Civil Code). The provisions of this point shall apply accordingly to other types of contracts, in particular mandate contracts, construction contracts and supply contracts.
  6. The Supplier guarantees that the subject matter of the order will be delivered within the time specified in the order. If the delivery date is not specified in the order or contract, the Supplier undertakes to fulfil the order upon written request of the Purchaser.
  7. The Supplier guarantees that the subject matter of the order will have the characteristics (parameters) previously agreed with the Purchaser and that it will be free from physical and legal defects, and that its technical documentation will be prepared in accordance with applicable standards.
  8. The order shall be deemed fulfilled upon delivery of the subject matter of the order to the Purchaser at the location specified by the Purchaser.
  9. In the event of insufficient technical data specified by the Purchaser for the fulfilment of the order, the Supplier is obliged to contact the Purchaser immediately to determine the relevant data.
  10. Where the Supplier's performance pursuant to the order or contract is to last more than one month, the Supplier should regularly — at least once every 2 weeks — report on the current status and progress of the contract performance.
  11. Any circumstances that hinder or delay the Supplier's performance of the order must be reported to the Purchaser immediately. In the event that the Supplier reports a delay, the Purchaser is entitled to withdraw from the contract due to the Supplier's fault within 7 days of receiving information about such circumstances.
  12. Together with the subject matter of the order, the Supplier is obliged to provide the following documents: complete technical documentation necessary for proper assembly at the place of use and correct start-up, operation and maintenance — including construction and assembly drawings, material certificates, analysis, test and approval certificates required by Polish and EU law, operating manuals, and instructions for proper storage.
  13. All documents and data provided by the Purchaser to the Supplier in connection with the order — in particular drawings, moulds, models, calculations, samples — remain the exclusive property of the Purchaser.
  14. For domestic deliveries, the Supplier is obliged to enclose a specification of the subject matter and a copy of the invoice. For international deliveries, the Supplier is also obliged to provide a document enabling preferential or reduced customs duties. In all cases, the Supplier must enclose a quality certificate.
  15. Unless otherwise agreed, payments will be made within 30 days of the date of receipt of the invoice together with confirmation of delivery and all required documents, but not earlier than 30 days after receipt of the complete subject matter of the contract free of any defects.

III. Obligations and Rights of the Purchaser and Supplier

  1. The Supplier undertakes to deliver the subject matter of the order meeting the requirements specified in the Purchaser's order.
  2. The Supplier guarantees that the delivered subject matter of the order is free from any defects that would reduce its value or usefulness for the purpose arising from the order or the intended use of the subject matter.
  3. The Supplier undertakes to perform the subject matter of the order using only appropriate and tested materials, meeting all requirements imposed by generally applicable law and technical standards.
  4. Before delivering the subject matter, the Supplier is obliged to check it as to its completeness and proper quality in accordance with the order placed.
  5. The subject matter delivered to the Purchaser should be adequately protected during transport and should have a delivery note containing the order number and the name of the person placing the order.
  6. The Supplier undertakes that the subject matter delivered to the Purchaser will bear an internal quality certificate — a quality control and measurement card signed by a quality inspector.
  7. The Purchaser reserves the right to analyse the quality of the received subject matter for conformity with the order, specification and the Supplier's quality certificate. If non-conformity is found, the Purchaser shall inform the Supplier within 14 days of receipt.
  8. In the event of detecting a defect, the Purchaser is entitled to demand a price reduction, to withdraw from the contract due to the Supplier's fault, or to request replacement of the defective subject matter.
  9. The Purchaser reserves the right to refuse to accept the subject matter that does not conform to the order or specification, or that was delivered without compliance with the requirements referred to in points III.5 and II.14.
  10. The Supplier shall pay the Purchaser a contractual penalty of 1.5% of the net value of the subject matter for each day of delay in delivery.
  11. In the event of delivery of a non-conforming subject matter, the Supplier shall pay the Purchaser a contractual penalty of 1.5% of the net value for each day from the date of the Purchaser's finding of non-conformity until the date of conforming delivery.
  12. If the subject matter of the order is divisible, the penalty shall be calculated proportionally based on the ratio of the value of the non-conforming or delayed part to the value of the entire subject matter.
  13. The Supplier shall pay the Purchaser a contractual penalty of 20% of the net order value for withdrawal from the contract due to reasons attributable solely to the Supplier. In the event of delay in delivery, the Supplier is obliged to pay a penalty of 1.5% of the net order value per day of delay, in an aggregate amount not exceeding 30% of the net order value. The Purchaser is entitled to seek compensation exceeding the stipulated contractual penalty under general rules.

IV. Warranty

  1. The Supplier guarantees that the subject matter will be performed with due diligence and in accordance with the principles of technical knowledge, and, where required by the contract, will be assembled/installed in accordance with applicable Polish and EU regulations.
  2. The Supplier guarantees that there are no existing patents or other intellectual property rights of third parties that could be infringed by the Purchaser as a result of using or disposing of the subject matter.
  3. The Supplier provides a warranty for the delivered subject matter for the period specified in the order. The Purchaser may exercise warranty rights independently of the rights under the guarantee. Both periods begin from the date of delivery to the Purchaser.
  4. The Supplier bears warranty liability for all material and production defects in the delivered subject matter.
  5. The Supplier undertakes to carry out warranty repairs free of charge and to bear all travel costs to the Purchaser's premises and any other additional costs related to warranty repairs.
  6. The Supplier is obliged to consider any complaints from the Purchaser within 3 days of receipt. Failure to respond within this period shall be deemed acceptance of the complaint.

V. Confidentiality Clause

  1. Each party undertakes to treat as confidential all information obtained as a result of negotiations and conclusion of the contract, relating to: technical, production, business, financial, operational, administrative, marketing matters and know-how.
  2. The parties undertake to comply with the Act of 16 April 1993 on combating unfair competition with regard to maintaining confidential information, and in particular to keep secret information covered by Trade Secret, to process disclosed information solely for the purpose for which it was entrusted, and not to transfer or disclose such information to any third party without the explicit prior written consent of the other Party.
  3. The parties also agree that information covered by Trade Secret shall be disclosed to third parties only upon receipt of the written consent of the other Party.
  4. The parties agree that the confidentiality obligation does not cover: a) information that is publicly known; b) information known to the Party before disclosure by the other Party; c) information obtained from third parties who had the right to possess and disclose it.
  5. The parties agree that the relevant Party shall be released from the confidentiality obligation if disclosure is required by mandatory provisions of law.
  6. In each such case, the disclosing Party shall be obliged to: a) immediately inform the other Party of the obligation to disclose; b) disclose only such part of the information as is required by law; c) take all possible steps to ensure that the disclosed information is treated confidentially.
  7. Each Party bears responsibility for maintaining the obligation of confidentiality by its employees, consultants and associates.

VI. Final Provisions

  1. The party that is unable to fulfil its obligations as a result of force majeure shall notify the other Party within 3 business days. Force majeure means any extraordinary, external events that the party was unable to foresee or avoid, including in particular war, riots, fire, flood, earthquake or other random events, as well as acts of public authority, nationwide or industry-wide strikes. If such circumstances last longer than 1 month, the parties should jointly decide on the further performance of the order.
  2. All disputes relating to the performance of contracts shall be resolved by the court of general jurisdiction competent for the registered office of the Purchaser.
  3. Both parties undertake that if any part of the contract is deemed invalid or legally defective, the remaining part shall remain in force. The parties shall enter into negotiations to replace such provisions with new ones that best express their intentions.
  4. Matters not regulated by these GTC shall be governed by the relevant provisions of the Civil Code.
  5. These general terms and conditions of purchase of goods and fulfilment of orders are in force from 01.01.2018.