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General Terms and Condition

Bytom, 13 January 2015

GENERAL TERMS AND CONDITIONS
WHICH ARE IN FORCE IN AGREEMENTS SIGNED WITH PRODUCTION OF THE FASTENING ELEMENTS
"CONNECTOR" CIVIL PARTNERSHIP MAREK KOCIOK, WOJCIECH KONIECZKO

§ 1
SCOPE

  1. This General Terms and Conditions of Contract (the GTC) determine the rules and the way of concluding contracts for the sale and delivery of products offered by the Production of Fastening Element "CONNECTOR" Registered Partnership Company owned by Marek Kociok, Wojciech Konieczko address: 41-902, Bytom, 1 Bernardyńska street, NIP (tax identification number): 645-234-71-88, REGON (National Business Registry Number): 278 320 031, (hereinafter referred to as PEZ "CONNECTOR" Sp. z o.o.), and the Contractor.
  2. By the Contractor in accordance with these GTC is recognized any entity that enters into a contract of sale or supply with PEZ "CONNECTOR" Sp. z o.o. (hereinafter referred to as the Contractor).
  3. PEZ "CONNECTOR" Sp. z o.o. and the contractor shall be referred to collectively and referred to herein as a Party to the General Terms and Conditions of Contract (hereinafter referred to as the Party).
  4. Through product // products within the meaning of these GTC should be recognized all goods contained in the current commercial offer of PEZ "CONNECTOR" Sp. z o.o. (the Product // Products).
  5. These GTC shall apply to the extent unsettled by the offers made by PEZ "CONNECTOR" Sp. z o.o.. Contractors, as well as in approval of offers (confirmations of hiring the Contractor) and of counteroffers submitted to the Contractors. The GTC of the date of conclusion of the contract of sale or delivery of the products is binding The Contractor.
  6. By submitting an offer (orders) of sale or the delivery of products the Contractor is accepting this GTC.
  7. Regulation of the obligating relationship between combining Sides in the different way than stated in the GTC is acceptable. Such change requires unanimous statements submitted to the will of the parties in writing, on pain of invalidity.

§ 2
PROCEDURE FOR CONTRACTS

  1. Submitting orders (bids) by registered letters, fax and e-mail (e-mail), based on the current trade offer of PEZ "CONNECTOR" Sp. z o.o. is accepted by the Contractor
  2. Each order shall specify at least:
    a) the type and quantity of products ordered,
    b) the recipient of the ordered products,
    c) the payer of the ordered products,
    d) the method of delivery and means of transport,
    e) place and date of delivery of the products (or delivery schedule)
    f) a statement of the required documents proving the quality of products,
    g) details of the Contractor's representative responsible for the execution of the contract.
  3. All orders must be signed by a person authorized to represent the Contractor and in accordance with the principle of representation of the Contractor under pain of being declared null.
  4. All orders placed by the Contractor does not oblige PEZ "CONNECTOR" c .p. until the declaration of its acceptance, expressed in the form of a written order confirmation is submitted. In the absence of such confirmation of the order, it is understood that the order has not been accepted by the PEZ "CONNECTOR" Sp. z o.o..
  5. The delivery schedule submitted by the Contractor shall require prior approval given by PEZ "CONNECTOR" Sp. z o.o. in writing.
  6. The date of placing the order shall be understood as the date on which the order was received by PEZ "CONNECTOR" Sp. z o.o. correctly, in particular after the total fulfillment of the conditions referred to in the paragraph 2 and 3 of this section of the GTC.
  7. In the case of evasion of payment of the Contractor for the products delivered and the interest caused by the delay in payment, PEZ "CONNECTOR" Sp. z o.o. will be entitled to suspend further deliveries of products until the settlement of the debt by the Contractor.

§ 3
PRICE

  1. The price of the PEZ "CONNECTOR" Sp. z o.o. product. in each case will be determined in the content of the acceptance of the Contractor’s contract or in the agreement.
  2. The Period in which the price will be in force is always determined in the Contractor’s confirmation of order or contract.
  3. In cases where the costs of transport of products is included in the amount of payment, each change of the place of delivery of the products, organization and means of transport, as well as the cost of electricity, fuel and cost of access to infrastructure would be tantamount to the price change.
  4. Price of products is in the net amount, to which the tax due on goods and services at the rate currently in force will be added.

§ 4
EXECUTION OF CONTRACT

  1. The date of the completion of an order is agreed upon by the Parties in the Contractor’s order confirmation or delivery schedule.
  2. Changing the date of the completion of an order or delivery schedule requires the prior written consent of PEZ "CONNECTOR" Sp. z o.o.
  3. In case of failure to timely implementation of the contract, PEZ "CONNECTOR" Sp. z o.o. will notify the Contractor of the circumstances of that agreed by the Parties prior to the date of the contract.

§ 5
TRANSPORT PRODUCTS

The method of delivery of the ordered products to the Contractor, in particular the determination of the method and means of transport by which the products will be delivered, obligations of the parties with respect to any formal requirements associated with the transport, arrangements for payment of the costs of transport and insurance costs of products are specified in the contract or the Contractor’s order confirmation referred to in § 2 of this GTC, or in a separate offer or agreement specifically regulating the conditions and costs of transport.

§ 6
METHOD OF PAYMENT AND RESERVATION OF OWNERSHIP

  1. PEZ "CONNECTOR" Sp. z o.o. reserves the right to property sold to the Contractor until the whole price is paid.
  2. PEZ "CONNECTOR" Sp. z o.o. stipulates that payment terms are used in the form which cannot be deferred . By the payment term which cannot be deferred should be understood regulating claims before the release of the goods or the delivery. It is acceptable to pay invoices in parts on delivery or partial deliveries.
  3. The deferred payment is used in relation to the contractors, which are granted by PEZ "CONNECTOR" Sp. z o.o. with a trading limit.
  4. PEZ "CONNECTOR" Sp. z o.o. reserves the right to refuse the use of deferred payment to those contractors who have in the past bought its products, and for reasons beyond the control of PEZ "CONNECTOR” Sp. z o.o. did not meet the conditions of placed orders.
  5. Payment for products purchased from PEZ "CONNECTOR” Sp. z o.o. should be in the form of non-cash, ie. transfer to the bank account indicated in the invoice VAT. The date of payment is specified in the Contractor’s order confirmation or invoice VAT and is counted from the date of invoice VAT. If the payment date falls on a public holiday the Parties allow the option to pay the next working day.
  6. The date of payment is recognized as the day when the transfer is received on the bank account of PEZ "CONNECTOR" Sp. z o.o.
  7. Contractor authorizes PEZ "CONNECTOR" Sp. z o.o. to issue VAT invoices without the signature of the Contractor in terms of duties provided for agreement connecting the sides for the sale or delivery of the products.
  8. Deferral of payment for products purchased from PEZ "CONNECTOR" Sp. z o.o. requires the prior written consent of PEZ "CONNECTOR" Sp. z o.o.
  9. PEZ "CONNECTOR" Sp. z o.o. reserves the right to charge the Contractor's contractual interest in the amount of four times of the Lombard loan interest rate of the National Bank of Polish annum (pursuant to art. 359 § 21 of the Civil Code) in case of delay in payment.
  10. Any additional date of payment of the overdue debts defined in warnings, or calls for payment will not be understood as a prolongation of the payment terms.

§ 7
RECEIVING DELIVERY AND PROCEDURE FOR COMPLAINTS

  1. 1. The contractor is required to confirm the acceptance of the products by:
    a) bearing the company seal on the bill of lading or other document confirming the release of products (release of the goods issued note),
    b) the signature of the person receiving the products and affixing the date of receipt of the bill of lading or other document confirming the release of the products (release of the goods issued note).
  2. At the date of receiving of the products the receiving takes place both in quantitative and qualitative terms to the extent possible to establish without an additional detailed testing, measuring or inspection.
  3. In the event of the day if any quantitative and / or qualitative shortages of the product is stated the representative PEZ "CONNECTOR Sp. z o.o. and the contractor shall draw up appropriate protocol. The Contractor shall submit to the protocol all their objections.
  4. If any defects of products disclose at a later date, Contractor shall immediately, but no later than within seven days, report the fact to PEZ "CONNECTOR Sp. z o.o. in writing by registered mail, fax or via e-mail.
  5. Product with physical defects arising as a result of improper use (in particular the use contrary to its intended purpose), or mechanical damage, is not subject to the complaint.
  6. Examination of the complaint shall be in accordance with the internal procedure PEZ "CONNECTOR Sp. z o.o. "Control of nonconforming product", which document is certified by the Quality Management System complies with the ISO-9001.
  7. Removal of product defects will involve the selection by PEZ "CONNECTOR” Sp. z o.o. of either to repair the defective product or exchange it for the product which is free from defects.
  8. The product should be used and maintained in accordance with its intended use and operating conditions. Any derogation in this regard may result in the loss of the guarantee given to the Contractor by PEZ "CONNECTOR” Sp. z o.o.

§ 8
CONSEQUENCES OF DELAYING THE RECEPTION OF PRODUCTS BY THE CONTARCTOR

  1. 1. In the case of delay by the Contractor with the reception of the products longer than 7 days from the contractual date, PEZ "CONNECTOR” Sp. z o.o. shall be entitled to:
    a) issue and send to the address of the Contractor's invoice with the sum of the price for the products sold,
    b) the dispatch of the products with its own transport or through its chosen carrier without prior negotiation of the terms of carriage, at the expense of the Contractor,
    c) charge the Contractor with the costs of storage of products in the amount of 0.5% of their value for each day of delay in delivery,
    d) refrain from further deliveries of products to the Contractor until the Contractor makes the payment and until the Contractor collects the overdue products,
    f) to withdraw from the contract after calling the Contractor to comply and giving the Contractor a new deadline for its implementation.
  2. In the event of delaying by the Contractor the receipt of products, PEZ "CONNECTOR” Sp. z o.o. shall be entitled to charge the Contractor with a contractual penalty of 0.5% of the price paid for the products calculated for each day of delay.
  3. In the event of cancellation by PEZ "CONNECTOR” Sp. z o.o. of the contract for reasons which are caused by the Contractor, PEZ "CONNECTOR” Sp. z o.o. shall be entitled to charge him with a contractual penalty in the amount of the price of the ordered products.

§ 9
FORCE MAJEURE

  1. The Party whose act or omission was due to force majeure, shall promptly (no later than 3 days from the date of obtaining information about it) to inform the other Party of the nature and extent of that power, as well as a foreseeable period of its duration.
  2. By force majeure is deemed: extraordinary, unpredictable and sudden difficulty in doing business (including production and trade), which none of the parties could not prevent, in particular, acts of war, natural disasters, coup d'etat, fires, strikes, uprisings, epidemics, quarantine, actions of state agencies and local government (eg. embargo or ban on imports // exports), PEZ "CONNECTOR” Sp. z o.o. machine breakdowns and the lack of possibility of loading or unloading of goods due to atmospheric aura.
  3. Neither Party shall be liable for the consequences arising out of force majeure in the case of using the principles outlined above. If the obstacle is the result of force majeure lasts longer than one month Parties amicably establish conditions for further cooperation. In case of failure to resolve the dispute by conciliation the contract of sale or supply expires.

§ 10
CONFIDENTIALITY

  1. The Parties undertake to respect the confidentiality of any information obtained from the other Party in connection with economic cooperation, and that this information is not widely available (hereinafter referred to as the Confidential Information).
  2. The Confidential Information, in particular technical information, technological, organizational, financial, and other information constituting business secrets and knowhow of PEZ "CONNECTOR" Sp. z o.o.
  3. The obligation to maintain the confidentiality of the Confidential Information applies to all information, regardless of whether the Party has obtained them directly from the other Party or indirectly from employees, representatives, person cooperating with the other Party, as well as from third parties.
  4. Disclosing any Confidential Information to a third party requires the prior written consent of the other Party, subject to the exceptions referred to in the article 5 of this paragraph of the GTC.
  5. The obligation to maintain the confidentiality clause does not apply to:
    a) Confidential Information that were known to the Parties on the date of entering into the contract of sale / delivery or become known to the Parties in the course of that contract in a different way than a violation of the obligation to maintain the confidentiality clause,
    b) the obligation to disclose Confidential Information arising from the application of the law,
    c) submit to the contracting authority the contract execution of a separate agreement by tender organized by the Public Procurement Act.
  6. The parties are obliged to exercise due diligence to ensure that the means of communication used by each of them receiving and sending Confidential Information guarantee the security of such information against disclosure to unauthorized person.
  7. The obligation to maintain the confidentiality clause binds both Parties during the term of the contract of sale // product delivery, and after the cooperation of the Parties.
  8. Party that commits a breach of the obligation to maintain the secrecy of the Confidential Information will be obliged to pay to the other Party the contractual penalty in the amount of 100,000.00 zł (one hundred thousand złotych). Payment of the contractual penalty does not preclude an action for damages which excesses the contractual penalty.

§ 11
CORRESPONDENCE AND SERVICE

  1. All correspondence, (in particular order, summons and statement) for which this GTC reserves the written form, to establish as effectively served it is require to send all correspondence by courier, registered mail or in person with acknowledgment of receipt to the following address:
    a) for PEZ Sp. z o.o. - 41-902 Bytom, 1 Bernardyńska street.
    b) for the Contractor: indicated in the offer (contract) or in the agreement.
  2. Parties shall immediately notify the other Party of each change of address of correspondence, or a person authorized to receive correspondence in writing under pain of nullity. In the event of a failure by the Party of the obligation referred to in the preceding sentence shall be understood that all correspondence delivered to the previous address of the person previously entitled to receive correspondence is effectively delivered.

§ 12
FINAL PROVISIONS

  1. The Parties undertake to promptly inform about the occurrence of any circumstances that even potentially could affect the performance of connecting the parties to the agreement, as well as the circumstances which may result in that the other Party will not be able to perform or properly fulfill the contract (in particular to the timely payment of the price and benefits side).
  2. The Parties undertake to seek an amicable settlement of any disputes arising as a result of the implementation of the merging of these contracts. In case of failure to reach a settlement by the Parties, the court competent to hear all disputes will be the common court competent for the PEZ "CONNECTOR" Sp. z o.o.
  3. The Contractor agrees to the processing by PEZ "CONNECTOR" Sp. z o.o. of the personal data which was made available by the Contractor to PEZ "CONNECTOR" Sp. z o.o. in connection with the sale agreements // delivery.
  4. The legal relationship created under these GTC shall be governed by the Polish law.