GENERAL DELIVERY TERMS AND CONDITIONS
I. General regulations
1. These General Delivery Terms and Conditions (hereinafter referred to as the GDTC) set out principles for goods
purchasing by Narzędziownia Pszenica Sp. z o.o. and form an integral part of our agreement.
2. In the event of any discrepancies between the GDTC and an order or agreement, the provisions of the order
or agreement prevail.
3. The moment the Supplier confirms or sets to the performance of the Purchase Order, it is deemed to have
accepted these General Delivery Terms and Conditions, unless the Purchase Order provides otherwise.
4. Within the meaning of these GDTC, a written form also includes the delivery of scans of signed documents by
electronic mail. Verbal statements are not binding on the Parties, unless they have been confirmed in writing.
II. Definitions
1. For the purpose of these GDTC, the following terms are defined as follows:
a) “Supplier”: any business partner of the Buyer that delivers specific goods to the Buyer.
b) “Contracting Party”: Narzędziownia Pszenica Sp. z o.o.
c) “Goods”: all tangible objects like raw materials, materials, tools, unfinished products, etc., including
things, as well as rights of commercial value that are offered by the Supplier.
d) “Purchase Order”: a subject matter of the delivery agreement or the Buyer’s goods order addressed
by the Buyer to the Supplier in an electronic form.
III. Orders and terms of agreement
1. Only orders made in writing are lawfully binding. The supply of goods to the Contracting Party must be based
on the Purchase Order.
2. The Supplier must confirm the Purchase Order within 2 business days of the receipt of that Purchase Order in
writing. In the event the Confirmation of the Purchase Order is to not delivered to the Contracting Party within
the above deadline, the Purchase Order made by the Contracting Party is deemed to have been accepted and
binding on both Parties.
3. The agreement is deemed to have been entered into as of the submission of the Purchase Order containing
data of both Parties, the purpose of the order, the quantity, price, place and date of delivery, as well as the
General Delivery Terms and Conditions and other regulations, if any, and Confirmations of Purchase Orders.
4. In the event the Buyer makes a complaint, the Supplier must, at the Buyer’s request, repair the damage
suffered by the Buyer, including in particular the payment of costs related to the complaint, like: the cost of
packaging, the cost of shipment if the goods subject to the complaint must be sent.
5. The Supplier represents that it has implemented procedures for the verification of the reliability of its suppliers
and acts with due diligence to eliminate the risk of taking part in fictitious trade in goods. In particular, the
Supplier represents that to its best knowledge the goods hereunder are not subject to fictitious trade at any
stage of the supply chain.
6. The Supplier represents that it verifies the sources of its materials, obtains its materials from safe sources, and
obeys social responsibility rules.
7. Suppliers of materials and raw materials used to manufacture the products of Narzędziownia Pszenica must
deliver a completed Conflict Minerals Reporting Template (3TG).
8. The Supplier represents that it duly pays all public and legal fees.
IV. Prices and terms of payment
1. The Supplier must send its offer including valid net purchase prices. The net price is increased by VAT at a
statutory rate.
2. The price includes all costs of the delivery of goods to the place specified in the order, including all related
costs, i.e. in particular costs of transport, including accelerated or other special transport, if necessary to meet
the delivery date, as well as all fees, including public and legal charges.
3. Settlements between the Parties are based on the Supplier’s invoice to be issued at the earliest on the day the
goods are handed over to the Buyer under terms and conditions consistent with the Order.
4. The Buyer pays the Supplier’s fee under terms and conditions prior agreed by the Parties. The payment is made
by bank transfer into the Supplier’s bank account specified in the invoice/pro forma invoice within the time
limit set out in the order and/or agreement.
5. The Supplier represents Otherwise, the Contracting Party reserves the right to make the payment into one of
the Supplier’s accounts specified in the so called white list as at the transfer order date.
6. The payment date is deemed to be a day on which the Buyer’s bank account is debited.
7. The Contracting Party hereby informs that in accordance with its policy the payment is settled based on a split
payment mechanism. In the case of orders in foreign currencies, the Parties agree that VAT will be paid in PLN
at an amount specified in the Supplier’s invoice.
8. Pursuant to Art. 509 of the Civil Code no amounts due under the order can be traded (assigned, sold) without
the Contracting Party’s prior written consent.
9. In the case of assignment, the Supplier represents that the assignee’s account specified for the payment
purposes will be recorded in the so called white list as at the payment date. Otherwise, the Contracting Party
reserves the right to make the payment into one of the assignee’s accounts specified in the so called white list
as at the transfer order date.
10. The invoices must be delivered together with goods, by mail or by e-mail to ksiegowosc@narzedziownia.net.
11. In the event the value or quantity of goods sold to the Contracting Party must be corrected, the Supplier will
issue and send a relevant correcting invoice immediately to the Buyer.
V. Packing and shipment
1. The Supplier is responsible for using a packaging that will protect the goods against damage in transit and
storage. If Narzędziownia Pszenica sp. z o.o. has not defined specific packing requirements, the Supplier should
suggest and agree on its own method to be used to pack and protect the goods with the Contracting Party.
2. Each packaging must be labelled. The label must include the name and quantity of goods in the packaging, a
production date and a lot number. If an outer packaging is used, it must be marked with an additional label
specifying the quantity of goods on the pallet.
VI. Terms of delivery
1. The delivery date is specified in the purchase order. The Supplier may only send the goods within the time limit
other than specified in the order with the Contracting Party’s prior consent.
2. If the Supplier notices that the agreed delivery date cannot be met, it must notify the Buyer by e-mail and
specify the reason and an expected delay.
3. In the case of delay in the delivery of the goods or the removal of defects during the guarantee or warranty
period, the Contracting Party has the right to charge the Supplier for a contractual penalty of up to 0.5% of the
value of the order per day of delay. The maximum contractual penalty is 10% of the value of the order.
4. Defective goods must be replaced with new goods or defects must be removed within 7 days of the Contracting
Party’s notice. The Contracting Party has the right to request the replacement or repair of goods, withdraw
from the agreement or demand a price reduction.
5. Notwithstanding the contractual penalty, if the delay in the delivery exceeds 14 days the Contracting Party has
the right to withdraw from this agreement without setting any extra delivery period to the Supplier.
6. The Contracting Party may remove the defects that have not been removed within the defined period at the
Supplier’s cost without prejudice to the Contracting Party’s rights stemming from the guarantee.
7. The Contracting Party reserves the right to claim supplementary compensation if a damage exceeds the
contractual penalty.
8. Despite of the acceptance of the quality of goods by the Contracting Party’s Quality Control Section, the
Supplier is liable for any delivery of goods that do not meet the defined requirements.
9. The Supplier must supplement the delivery with all necessary documents stemming from legal and regulatory
requirements of a given country, e.g. sales documents (WZ), certificates, approvals, quality certificates, etc.
and/or other documents set out in the Regulation (EC) 1907/2006 of the European Parliament and of the
Council on the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH) (OJ EU L 396 of
30.12.2006, as amended).
10. The Supplier shall specify the number of the Contracting Party’s purchase order in all shipment documents.
11. The Supplier represents that it delivers materials and raw materials from areas that are not subject to military
conflicts.
VII. Environmental protection. Dangerous goods
1. At the Contracting Party’s request, the Supplier must immediately present any and all environmental
information concerning the Goods, including technological processes and materials the Goods are made of.
2. The Contracting Party will not accept any products containing silicon in preservation agents.
3. As part of the order, the Supplier must meet national and international regulations concerning the delivery,
packing, marking and transport of dangerous goods. Dangerous goods should be in particular adequately
marked by the Supplier and relevant marking must be in Polish and contain the name of dangerous materials
or components of the Goods, as well as the existing or potential threats. Dangerous goods should be
supplemented with a user emergency manual and safe use data.
VIII. Diversity and human rights policy
1. The Supplier must obey international human and worker rights. The Supplier commits itself not to use any
discrimination against sex, origin, religion, race, sexual orientation, political views, social background, age and
type of employment against workers.
2. The Supplier develops an organisational culture based on the full respect and protection of human rights. This
policy is based on the International Bill of Human Rights (including Universal Declaration of Human Rights,
International Covenant on Civil and Political Rights and International Covenant on Economic, Social and
Cultural Rights), as well as principles concerning fundamental rights which are specified in the International
Labour Organisation Declaration on Fundamental Principles and Rights at Work and the UN Global Compact
(human rights, work standards and natural environment).
IX. Anti-corruption policy
1. The Supplier commits itself to carry out its activities in the way based on honesty, fairness, trust and
responsibility. This means that the Supplier must comply with all applicable anti-corruption regulations in the
countries where it operates.
X. Environmental policy
1. The Supplier commits itself to carry out its activities in accordance with applicable legal regulations on
environmental protection, contamination and noise. The Supplier commits itself to monitor quantities of
wastes produced by the Supplier and manage those wastes adequately, as well as systematically minimise a
negative environmental impact caused by its business activity.
XI. OSH policy
1. The Supplier commits itself to provide all workers with safe and healthy working conditions and regular OSH
training. The Supplier shall minimise and eliminate potential threats to workers and the environment arising
from its business activity.
XII. Confidentiality
1. The Parties agree that any and all information, specifications, technologies disclosed in connection with the
orders will be treated as confidential and used solely for the purpose of the agreement subject to liability for
damages.
XIII. Miscellaneous
1. If any of provisions hereof is or becomes, fully or partially, illegal, ineffective or unenforceable now or in future,
this is without prejudice to the remaining provisions of these General Delivery Terms and Conditions.
2. All matters not provided for herein are governed by the Civil Code.
