In these General Terms and Conditions of Purchase ["GTC"], ["Seller"] means each seller as indicated in the confirmation of acceptance of the order for the supply of Goods issued by the Seller, and "TRP" means Tradepol Sp. z o. o., KRS 0000175801. "Goods" means all goods of any nature supplied by the Seller under and in accordance with this agreement to TRP.
GENERAL PROVISIONS
- These GTC constitute an integral part of any agreements or orders for the supply of Goods entered into between the Seller and TRP; the provisions of these GTC shall prevail over the provisions of such agreements or orders, and, in addition, together with the Seller's written offer for the supply of Goods relating to such agreements and orders, these GTC constitute the entire and exclusive agreement between the Parties with respect to its subject matter, notwithstanding any other provisions contrary to this principle, regardless of the form in which they were expressed. Withdrawal from
any of these GTC shall become effective only if Special Terms and Conditions of Purchase ["SPC"] have been drawn up and shall be deemed a waiver solely for the purposes of the relevant contract, with all other terms and conditions set out in these GTC remaining binding on the parties. - Each individual order for the supply of Goods issued by TRP shall be deemed an offer by TRP to the Seller to purchase such Goods in accordance with these General Terms and Conditions. Such offer is valid for a period of 15 days from the date of issuance and shall be deemed accepted upon the Seller's issuance of a written order confirmation to TRP.
- Any reference to Incoterms delivery terms shall be to the 2010 Edition of Incoterms published by the International Chamber of Commerce; unless otherwise specified, the terms used in any contract for the supply of Goods shall have the meaning assigned to them in the 2010 Edition of Incoterms, unless there is any inconsistency with the provisions of these GTC, which shall invariably prevail in the event of any conflict or inconsistency.
- Any terms and conditions of sale specified by the Seller shall not constitute an integral part of the agreements and/or business relations between TRP and the Seller.
PRICES
- The purchase prices for the Goods are those in effect on the date TRP issues the order for the supply of the Goods, unless other prices are agreed upon between the Parties for a given fiscal year. The prices quoted include excise duty, value added tax (VAT), any other customs duties, sales or disposal taxes, and any other taxes at applicable rates, which may be amended from time to time under applicable law.
PAYMENT TERMS
- Unless the parties agree otherwise in writing, payment for Goods delivered to TRP shall be made within 60 days from the date of delivery of the Goods to TRP.
RISK
- The risk related to the delivery of the Goods shall pass to TRP upon delivery of the Goods to the destination agreed between the Seller and TRP, or to the place where the Goods are made available for collection by TRP, depending on the applicable Incoterms agreed between the Seller and TRP.
TITLE
- Ownership of the Goods shall pass to TRP upon successful delivery of the Goods to TRP.
DELIVERY OF GOODS AND DELIVERY CONDITIONS
- The method and detailed terms of delivery of the Goods to TRP, as well as the place of delivery or collection of the Goods, are specified in the order for the delivery of the Goods issued by TRP and interpreted in accordance with the 2010 Edition of Incoterms, unless there are discrepancies with the provisions of these GTC or the terms of such a written order offer provide otherwise.
- The Seller shall be liable for any loss or damage resulting from a delay in delivery beyond the confirmed delivery date, regardless of the cause and regardless of whether such delay applies to all or part of the Goods. In the event of a delay in delivery, TRP has the right to terminate the contract with the Seller immediately and/or charge the Seller a contractual penalty of PLN 10% for the price of the delivered Goods (hereinafter "Contractual Penalty"), as well as to seek compensation under general principles. The payment of a contractual penalty does not entitle the Seller to withdraw from the contract. Failure to meet the delivery deadlines is considered a material breach of the contract, and
Agreed delivery dates are binding. For the avoidance of doubt, the delivery date is the date specified by TRP in the order, which the Seller considers binding on the date of order confirmation and/or the expiry of the order confirmation deadline, unless the Seller informs TRP of a different delivery date before confirming TRP's order, and this different delivery date is expressly accepted by TRP in writing. - TRP has the right to postpone the delivery date of the Goods to a later date than confirmed in the order and/or deemed confirmed under Section 11. In such a case, the remaining terms of the order remain unchanged, in particular TRP is not obliged to pay any additional fees.
- The quantities of Goods delivered to TRP must be consistent with the quantities specified by TRP in the Goods delivery order. If the quantities of Goods in the delivery exceed the quantities specified in the order, the Seller must immediately notify TRP, which will decide, at its sole discretion, whether to accept or reject the quantities exceeding the quantities specified in the order. The Seller may not make partial deliveries of Goods unless such deliveries have been previously agreed upon with TRP.
- Goods packed on pallets must be packaged and secured against movement upon delivery to TRP so that they do not protrude beyond the pallet's outline and do not exceed the permissible gross weight. Neither the Goods nor their packaging may show any scratches, bends, dents, damage, etc. The Parties agree that Goods that do not meet this requirement are not considered delivered – and their return will be at the Seller's expense and risk.
- In the event of a delay in the delivery of the Goods by the Seller exceeding 7 calendar days from the date on which the Seller confirmed the delivery date by accepting TRP's order, TRP has the right to purchase the same quantity of Goods on the market from a third party affected by the Seller's delay. Regardless of TRP's other rights, TRP has the right to demand compensation from the Seller for the loss resulting from the need to pay a higher price for the Goods from a third party to ensure TRP's continued production. The Seller agrees to this and undertakes to compensate TRP for the loss by making payment within 10 business days of receiving TRP's request for payment.
PALLETS
- If the Goods are delivered on pallets, the price for the Goods is deemed to include the price for packaging, including pallets.
- Before shipping the Goods, the Seller is obliged to submit to TRP logistic information regarding the specifications of the pallets and the Goods delivered on pallets.
- TRP reserves the right to refuse to accept pallets if they are found to be non-compliant with the specifications set out above.
TECHNICAL CONDITION OF THE GOODS SOLD
- In order to guarantee end consumers that the Goods are free from defects and faults, the Seller ensures that the Goods and their packaging are of appropriate quality and meet all applicable legal requirements, both at the time of delivery and throughout the shelf life generally accepted for the Goods, and is responsible for ensuring appropriate conditions for the production, storage, delivery and transport of the Goods, including, where necessary, protection against freezing, overheating, sunlight, flooding, exposure, etc.
- TRP has the right to refuse to accept the Goods if it has reasonable grounds to suspect that this condition has been breached or is likely to be breached.
FAULTS AND ERRORS
- All information contained in the Seller's leaflets, specification sheets, or information brochures constitutes contractual declarations and guarantees regarding the quality parameters of the Goods. Samples of the Goods are the reference material for quality parameters and warranty conditions. The Seller guarantees the fitness for the specified purpose and their satisfactory quality, and TRP shall not be liable to the Seller and/or any third parties in relation to such Goods for any manufacturing defects or faults, faulty filling, or any other defects in the Goods. Where necessary, TRP shall consult with the Seller before placing an order.
technical data sheet of the Goods, which will be decisive for a given order. - At each request of TRP, the Seller shall submit all necessary and legally binding certificates, test results and approvals of the Goods, no later than 10 days from the date of receipt of the request by the Seller from TRP.
- With the first delivery of the Goods, the Seller must notify TRP of any contraindications/limitations/exclusions to the use of the Goods by TRP in its products and/or semi-finished products, in particular any potential reaction with food and/or foodstuffs. If the Seller fails to provide the notification referred to in the preceding sentence, the Parties agree that there are no contraindications to the use of the Goods by FD in the production of food and foodstuff packaging.
- In the event of any technological/process/other changes to the composition of the Products, Product components, suppliers of these components, or the production line for the components and/or Products, the Seller will inform TRP accordingly prior to delivery of the Goods to TRP. The Seller further declares that such a change will not affect the Products. Upon TRP's request, the Seller will provide TRP with the appropriate certificate/test result for the Product within the time necessary to obtain it.
SELLER'S LIABILITY
- The Seller indemnifies TRP against all liabilities towards third parties in the event of any claim arising directly or indirectly from defects or faults in the Goods or from any negligence, act or omission of the Seller, its employees or agents. Subject to the generality of the foregoing, TRP shall not be liable to the Seller or any third party for the performance of any obligations incumbent on the Seller and/or any third party arising from or in connection (directly or indirectly) with the Goods.
indirectly) with the processes of manufacturing, packaging, labeling, adding ingredients or any other processing of any Goods supplied by the Seller and the Seller indemnifies TRP from such liability. - The Seller is obliged to provide information on the quantity of Goods delivered to TRP, in particular to provide information on the material used and the composition of this material necessary to create a single element constituting the Goods if such information is required by generally applicable law, in particular when TRP must provide such information to its contractors in connection with the delivery of semi-finished and/or finished products to its contractors.
- With each delivery of Goods, the Seller will issue to TRP a warranty document covering 12 months from the date of installation/assembly/connection/mixing of the Goods with other products and/or semi-finished products of TRP, but not longer than 24 months from the date
deliveries to TRP. - The Seller provides a warranty for all Goods for a period of 24 months from the date of delivery to TRP.
COMPLAINTS
- If the Goods are not delivered within the agreed timeframe, TRP has the right to withdraw from accepting the delivery and/or set a new delivery date at the Seller's expense and risk. If TRP declines to accept the delayed delivery, TRP will submit a claim to the Seller for payment of a contractual penalty in the amount of PLN 10% of the price of the Goods agreed upon in the delivery and will have the right to seek compensation for failure to fulfill the obligations specified in the contract in excess of the contractual penalty.
- TRP will inspect the quality of the received Goods within the timeframe customarily accepted in commercial practice, unless this assessment is performed by TRP's recipient, and undertakes to notify the Seller in writing of any defects or faults within 30 days of their discovery. Within the same timeframe (i.e., 30 days of the discovery of the defects), TRP is obligated to inform the Seller whether it requests replacement of the Goods with defect-free Goods or withdraws from the contract for the supply of such defective goods.
- Notification of any defects or faults in the Goods discovered after the delivery date must be provided to the Seller in writing within 30 days of TRP discovering the defect or fault. Within the same period (i.e., 30 days of the date of discovery), TRP is obligated to inform the Seller whether it requests replacement of the Goods with defect-free Goods or withdraws from the contract for the supply of such defective Goods.
- Therefore, at TRP's sole discretion, the Seller shall be obliged to immediately replace the Goods (or their damaged parts, if possible) at no additional cost or refund the price paid for such Goods.
- The Seller guarantees that the Goods will be developed, manufactured, and delivered in a manner fully consistent with the expectations of TRP and its customers regarding the safety, quality, and functionality of the Goods. In particular, the Goods will comply with the Specifications, as well as the laws, regulations, and standards applicable to the Goods in each country of destination of the Goods and TRP products. The Parties agree that quality, hygiene, and safety standards cannot be lower than the standards in force in the European Union. Any additional requirements of the TRP customer will be confirmed by the Seller individually in writing. If the Goods are to come into direct or indirect contact with food, the Seller is obligated to demonstrate the chemical and organoleptic safety of the Goods and their non-harmfulness to health. For this purpose, the Seller undertakes to submit a certificate of suitability for food contact for the delivered Goods.
Goods. With each delivery of Goods to TRP, the Seller undertakes to submit a declaration stating that the Goods do not contain any polyamides or melamine originating from or imported in the People's Republic of China or the Hong Kong administrative district or other regions of the world. - If Defects/Shortages/Faults are identified at any stage, in order to maintain smooth trading for TRP, TRP is entitled to request the Seller in writing by fax or email – before the complaint is finally considered – to immediately replace the Goods in question or supplement the quantity deficiencies within 3 days of the discovery of the Defects/Shortages/Faults in the delivered batch of goods. The parties may mutually agree on a different delivery date.
- Payment of the invoice for the delivered defective Goods regarding which a complaint has been filed will be withheld until the Parties confirm in writing how the complaint will be resolved. If the amount of remuneration due to the Seller for the delivery of the Goods constitutes only a portion of the amount indicated on the invoice issued by the Seller also for the delivery of other Goods, TRP has the right to withhold payment of the entire invoice until it receives an appropriate invoice correction from the Seller, separating the remuneration due to the Seller for the delivery of Goods free from Defects/Deficiencies/Faults from the remuneration for the defective batch of Goods.
- TRP may demand reimbursement of the remuneration received by the Seller for the delivery of Goods in which Defects/Shortcomings/Faults occurred.
- TRP has the right to charge the Seller with all possible documented and justified costs that TRP was forced to and/or will be forced to incur in connection with the need to conduct the complaint procedure if the complaint is justified /costs of research, opinions, consultations, legal assistance, disposal, trial and debt collection/ to which the Seller agrees.
- FD is entitled to leave defective Goods in the TRP Warehouse until the complaint process is completed at the Seller's expense and risk.
- The Seller undertakes to finalize the TRP complaint within 10 business days of receipt. Subject to Section 38 below, failure to respond within this timeframe will be deemed to constitute acceptance of the TRP complaint in its entirety.
- If the defects reported by the Seller require specialist tests, the deadline for considering the complaint may be extended, but not longer than 45 days from the date of receipt of the complaint by the Seller.
- TRP may submit claims and complaints in accordance with the provisions of the GTC within a period of up to two years from the date of delivery of the Goods.
- If any TRP recipient of TRP products questions the TRP products within 2 years from the date of delivery of the Goods to TRP for reasons attributable to the Seller and its Goods, the Seller shall compensate TRP and the TRP recipient for all damages related to the Goods used by TRP in full.
PRODUCT WITHDRAWAL FROM THE MARKET
- In the event that TRP or/and its contractors decide to withdraw any products from the market, where the withdrawal of products from the market means all activities and actions related to the identification of defective products of TRP or/and its contractors using the Goods, their withdrawal from the market and their replacement with products of appropriate quality, as a result of any defects or faults in the Goods, the Seller is obliged to cooperate fully with TRP in order to minimize the negative impact on the product brands and the company's good name.
TRP and/or its contractors. The decision to initiate a product recall is made at the sole discretion of TRP and/or its contractor. - If the defects in the product of TRP and/or its contractor arose due to reasons attributable to the Seller, the Seller is obliged to cover all relevant costs incurred by TRP and/or its contractor as part of the product withdrawal procedure, including the costs of replacing the defective products with products of appropriate quality.
WITHDRAWAL FROM THE CONTRACT
- In the event that TRP withdraws from the contract or cancels a confirmed order for the delivery of Goods after the Seller has shipped the Goods to TRP's registered office, for reasons directly or indirectly attributable to the Seller, the Seller shall bear all transport costs and other costs related to the return of such Goods to the Seller's registered office.
TRADEMARKS
- In connection with TRP's purchase of Goods from Seller, Seller does not acquire any rights to use, register, or otherwise identify Seller's company or business using TRP Marks unless TRP provides its express prior written consent. In the event of Seller's violation of this provision, TRP may pursue its claims using all available remedies under applicable law.
- TRP obtains the right to use the trademarks associated with the Goods for the purposes of its business relationship with the Seller (including for the purposes of advertising the Goods, reselling the Goods or any other type of supply thereof to end consumers and/or customers).
