ORDER FULFILMENT CONDITIONS:
1. The contract is concluded on the basis of a written order when the orderer receives from the supplier an acknowledgement of receipt of the order under the conditions indicated therein, in writing, by fax or e-mail. The conditions of performance of the contract can only be accepted without reservation. The application of the supplier's general terms and conditions for order fulfilment is also excluded.
2. An order ceases to be binding if it is not accepted for fulfilment within 2 days of its receipt.
3. By accepting the order, the supplier confirms that he has the financial and technical means to fulfil the order in a timely and proper manner.
4. The quality of the subject matter of the order shall be accepted by the supplier's quality control. The orderer reserves the right to receive the quality of the order object from the supplier before it is sent to the orderer.
5. The supplier is obliged to provide, together with the subject of the order, the required control, quality, technical and movement documentation and others.
6. Delivery of the aforementioned documents after this deadline extends the payment period specified in the order by the number of days that elapsed from the delivery of the subject of the order until the delivery of the required documents.
7. The confirmation of delivery of the subject of the order shall be an acceptance protocol signed without reservations by an authorised representative of the orderer, constituting the basis for issuing an invoice. In the case of a defect in the delivered subject of the order, the orderer shall set a deadline for the supplier to remove it. Removal of the defect within the prescribed period does not exclude the possibility of charging the contractual penalty referred to in item 11.
8. The supplier provides a quality guarantee for the subject of the order for a period of 24 months from the date of signing the acceptance protocol, unless the parties agreed otherwise. During the guarantee period, the supplier is obliged to remove the defect at his own expense by repairing or replacing the subject of the order or its elements with a defect-free one, according to the orderer's choice, immediately, but no later than within 7 days from the date of reporting the defect by the orderer.
9. After the period for the removal of reported defects specified in item 9 has expired ineffectively, the orderer may remove the defect on its own or have it removed by a third party at the cost and risk of the supplier without the need to obtain court authorisation for substitute performance and without losing its rights under the quality guarantee and warranty for defects.
10. The supplier shall be fully liable to the orderer for compensation for non-performance or improper performance of the order. In particular, if, as a result of the delivery of defective materials by the supplier, the orderer incurs any additional costs (e.g. disassembly, reassembly) or is charged with any amounts due by third parties (e.g. contractual penalties, compensation for late or defective performance of the orderer's final product resulting from defective materials delivered by the supplier), the supplier shall be obliged to return them to the orderer within the period set by the latter.
11. In case of a delay in fulfilling the obligations arising from the order, the supplier shall pay a contractual penalty of 1% of the gross order value for each day of delay.
12. The supplier shall pay a contractual penalty of 10% of the gross order value in the event of withdrawal from the contract by the orderer for reasons attributable to the supplier.
13. The orderer is entitled to claim additional compensation if the contractual penalties do not cover the damage suffered.
14. The orderer shall be entitled to withdraw from the contract concluded as a result of the acceptance of the order if the delay in the fulfilment of the order exceeds 7 days and in the event of defective fulfilment of the subject of the order and failure to remove the defect within the time limit set by the orderer pursuant to item 7. The statement of withdrawal may be submitted within 60 days from the date on which the grounds for withdrawal are stated.
15. The supplier shall include a declaration of origin on the invoices for delivery, i.e. "The goods were made in Poland", "The goods were made in (specify country)". The supplier is responsible for improper packaging, improper marking of the subject of the order, failure to attach all required documents.
16. The contractor undertakes to maintain the confidentiality of information obtained from the orderer in connection with placing and performing the order. The orderer reserves the right to provide information on cooperation with the supplier to other entities belonging to the TDJ Capital Group.
17. In matters not regulated in the order, the relevant provisions of the Civil Code shall apply.
18. Claims arising from this order and rights related to these claims may not be assigned to third parties without the prior written consent of the orderer.
19. The date of payment of the receivables included in the invoice shall be deemed to be the date of debiting the orderer's bank account.
20. The supplier shall be obliged to have in place an internal system to ensure health and safety at work and environmental protection, to meet the requirements of national standards and regulations.
21. Disputes that may arise in connection with the fulfilment of the order shall be settled by a common court having jurisdiction over the registered office of the orderer.
22. The supplier declares that it has implemented procedures for verifying the reliability of its suppliers and exercises due diligence in order to eliminate the risk of participation in fictitious trade of goods. In particular, the supplier declares to the best of his knowledge that the goods ordered by FAMUR FAMAK SA have not been fictitiously traded at any stage of the supply chain.
23. The Supplier declares that the bank account indicated in the invoice, which is appropriate to receive the payment, shall be on the so-called white list (art. 96b of the VAT Act). Otherwise, the orderer reserves the right to pay to one of the supplier's accounts included in the so-called white list on the date of the wire transfer disposition. The parties unanimously confirm that the absence of at least one account of the supplier on the so-called white list is tantamount to granting a discount of 20% of the order value.
24. The orderer informs that, in accordance with the adopted policy, the payment is made using the split payment mechanism. In case of orders expressed in foreign currency, the parties confirm that the VAT amount shall be paid in PLN in the amount shown on the invoice issued by the supplier.
25. The supplier declares that it duly accounts for all public law receivables.
26. On the basis of the provisions of Article 4c of the Act of 8 March 2013 on counteracting excessive delays in commercial transactions, as amended, FAMUR FAMAK SA declares that it has the status of a large enterprise within the meaning of Annex I to Commission Regulation (EU) No 651/2014 of 17 June 2014 declaring certain categories of aid compatible with the internal market in application of Articles 107 and 108 of the Treaty.
27. The Parties agree that the conditions for the performance of the contract, including the deadline for the performance of the contract, have been determined by the Parties, taking into account that the Regulation of the Minister of Health of 13 March 2020 (Journal of Laws. item 433) in the territory of the Republic of Poland from 14 March 2020 until further notice has declared an epidemic hazard state due to the increasing number of cases of SARS-CoV-2 infection and the above circumstance cannot constitute a basis for an excusable delay in the performance of the contract.
