General Terms and Conditions of Procurement

of "ALINOX" SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ

§ 1

General Provisions

1. The General Terms and Conditions of Procurement lay down the general terms on which ALINOX Spółka z ograniczoną odpowiedzialnością (ALINOX), hereinafter referred to as the Client, purchases goods and services specified in the Order.
2. These Terms and Conditions exclude the General Terms and Conditions of Sale of the Supplier.
3. These Terms and Conditions can be changed, modified or some of them may be excluded from application by the Client in the Orders placed with the Supplier, in the attachments to the Orders or in the content of the contract concluded with the Supplier and specified as Special Terms and Conditions of Procurement, hereinafter referred to as the Special Terms and Conditions.
4. Special Terms and Conditions shall be binding only and exclusively for the specific Order and, in any case, cannot be treated by the Supplier as applicable to any subsequent Orders placed by the Client.
5. Any deviation from application of the General Terms and Conditions of Procurement shall be admissible only subject to the Client’s written consent.
6. “Alinox spółka z ograniczoną odpowiedzialnością” with registered office in Mysłowice, ul. Partyzantów 7, is entered in the Register of Entrepreneurs kept by the District Court for Katowice - Wschód in Katowice, Commercial Division VIII of the National Court Register under number 0000279327, share capital PLN 2,150,000.00, NIP (Tax Identification Number) 6431705926.

§ 2

Confirmation Of Order Acceptance

1. Order acceptance is equivalent to acceptance of these Terms and Conditions.
2. Commencement of Order execution by the Supplier is equivalent to acceptance of the Order on the terms provided for therein.
3. Failure to provide a confirmation within 5 business days is equivalent to acceptance of the Order on the terms provided for therein.

§ 3

Audit Of The Supplier’s Process

The Client reserves the right to audit the process in terms of the executed Order. The Supplier shall allow the controllers to conduct the audit, present documentation and progress of works in the production process. The audit shall not release the Supplier from any liability.

§ 4

Terms Of Delivery

1. The ordered goods and/or services must be delivered in compliance with the Order Terms and Conditions specified in the Order or Attachments.
2. Supplied goods and/or services specified in the Order must meet the qualitative requirements specified in the technical documentation for the given goods and in the relevant standards, applicable laws and additional requirements provided for in the Order.
3. The proper place of delivery shall be the registered office of ALINOX.
4. The delivery term shall be deemed met if the goods and/or services are supplied along with documents and on the terms provided for in the Order specification or other applicable laws and subject to confirmation of acceptance of the goods and/or services by the person authorised to accept them on behalf of the Client.
5. Failure to meet the delivery terms or any delivery not compliant with the Order authorises the Client to withdraw from the Order. The Client can exercise its contractual right to withdrawal in writing, within 14 days from the day of occurrence of the circumstances justifying withdrawal from the contract.
6. The Supplier shall secure the goods property in transport and in storage, until the goods are accepted by the Client, which shall be confirmed with a signed delivery document.
7. The delivery documentation, collective packaging and goods shall be marked with the Client’s numbers and markings, as specified in the Order.

§ 5

Supplier’s Liability

1. The Supplier (Service provider) is liable for verification of the technical condition of the material entrusted by the Client for the purpose of performance of the service on it and for verification of conformity with documentation.
2. Any potential material provided by the Supplier for the purpose of service performance shall remain the Client’s property. Upon acceptance, the Supplier shall bear full legal liability for the material entrusted by the Client.

§ 6

Acceptance/Receipt

1. If the goods and services are to be supplied to the Client’s registered office, the goods and/or service acceptance shall take place in the Client’s registered office between 8.00 AM and 3.00 PM on business days.
2. Each delivery shall be notified in writing, by fax or by e-mail to the Client, with specification of the delivery date, at least 2 days in advance.
3. The Supplier shall pack the product in a manner protecting it in transport. In the case of goods of significant weight, size or quantity, they must be properly packed. 
4. Along with the subject of the Order, the Supplier shall provide the Client with the required documents confirming the quantity, quality and conformity, including but not limited to quality control certificates, attestations, measurement sheets, MSDSs and other required documents, as provided for in the Order specification or resulting from the applicable law.
5. The Client’s representative shall inspect the delivery on acceptance, especially in terms of potential damage to the delivery inflicted in transport as well ss conformity of delivery and accompanying documentation with the Order.
6. In the case of an incomplete or non-conforming delivery, the Client can refuse to accept the delivery or can accept it conditionally and prepare a deviation report. The Client shall notify the Supplier immediately of the fact of refusal to accept the delivery, specifying the cause for refusal.

§ 7

Warranty

The Supplier shall grant a warranty for the supplied goods or services for the period of 36 months running from the day of acceptance of the subject of the Order, along with full documentation, by the Client.

§ 8

Complaint Procedure

1. The Client shall report all detected qualitative defects or quantitative shortages to the Supplier immediately, no later than within 14 days from the delivery acceptance date.
2. If the nature of the shortages or defects prevents their detection on acceptance, even if acting with due diligence, the time limit of 14 days runs from the day of their detection.
3. The Supplier shall remove all defects immediately, no later than within 14 days from receipt of the complaint. Until the defect is removed, the Client is released from the obligation to pay the fee for the supplied product/service.
4. If the complaint is not accepted, the Supplier shall notify the Client of the reasons for complaint rejection within 14 days.

§ 9

Liability For Subcontractors

The Supplier cannot release itself from liability towards the Client on the grounds that the Supplier’s failure to perform or to properly perform the delivery resulted from its co-operators, sub-suppliers or subcontractors’ failure to perform or to properly perform their obligations towards the Supplier.

§ 10

Terms Of Payment

1. The fee for the supply of ordered goods and/or services shall be paid in the currency and prices agreed between the Client and Supplier, on due dates and terms specified in the Terms and Conditions provided for in the Order.
2. The date of payment shall be the day the Client’s bank account is debited.
3. Payments shall be made to the Supplier in the form of a bank transfer.
4. The Client can withhold payment of the fee in the case of:
   1. any complaint regarding qualitative defects or quantitative shortage in the delivery.
   2. lack of documents required in the Order, in full or in part.

§ 11

No Assignment Of Claims

The Supplier undertakes not to transfer, without the Client’s written consent, any claims due under the Order to any third parties, not to encumber them and not to incorporate a clause regarding this restriction in the issued invoices or else they shall become unenforceable.

§ 12

Other Provisions

1. All disputes resulting from the Order shall be resolved according to the Polish law, before a court of proper venue serving the address of the Client’s registered office.
2. These Terms and Conditions form an integral part of the Order.
3. The Supplier shall treat all information made available in performance of the contract as confidential, shall prevent its unauthorised disclosure and confirms that the non-disclosure obligations will be observed by its employees and subcontractors. The non-disclosure obligation shall be effective during performance of the contract and shall survive its expiry or termination.
4. All amendments to the above specified contractual provisions must be made in writing and agreed by both Parties or else shall be null and void.
5. In all unregulated matters, the provisions of the Polish Civil Code and other applicable laws shall apply.