GENERAL CONDITIONS OF PURCHASES PROVIDED BY THE COMPANY DACPOL SP. Z O.O.
DEFINITIONS:
1. DACPOL – means DACPOL Sp. z o.o.
2. Seller - means the entrepreneur to whom the order is addressed.
3. Goods - means all raw materials, materials, parts, prefabricated products, products or devices purchased for DACPOL supply purposes.
4. Order - means a purchase order.
5. General terms of purchase - means General terms and conditions of purchases made by DACPOL Sp. z o.o.
1. These General Purchase Conditions constitute an integral part of all Orders placed by DACPOL with the Seller. These general terms and conditions of purchase shall be binding on the Seller in full, unless the parties exclude the application of certain provisions in other documents under pain of nullity in writing. By delivering to DACPOL, the Seller accepts these General Terms of Purchase.
2. If the Seller's General Terms and Conditions of Delivery are in whole or in part contrary to the General Terms and Conditions of DACPOL Purchases (as well as any other document of DACPOL), the General Terms and Conditions of DACPOL Purchases shall apply in full.
3. If the Seller does not agree with the General Terms of Purchase, he is obliged to immediately notify DACPOL in writing before confirming the Order. DACPOL reserves the right to withdraw the Order in this case.
4. The terms of sale established by the Seller shall not be binding on DACPOL, even if DACPOL does not unambiguously contest them.
5. The binding terms of cooperation is the Polish language version. Other language versions are for information purposes only.
1. The Seller is obliged to confirm the acceptance of the Order in writing (Order Confirmation) within 3 working days, unless otherwise agreed between the Parties. A paper document, fax or e-mail sent by the Seller to DACPOL shall be considered a written confirmation. Confirmation of the Order means acceptance of these General Conditions of Purchase. After the above-mentioned deadline, the validity of the Order depends on its confirmation by DACPOL.
2. If the Order Confirmation in any scope contains conditions inconsistent with the terms of the Order, DACPOL has the right, within 5 working days from the date of receipt of the Order Confirmation, to declare whether it accepts the performance of the Order on the terms changed by the Seller. The DACPOL declaration may be sent to the Seller in the form of a paper document, fax or via e-mail.
3. In the event of discrepancies between the Order placed by DACPOL and the Seller's invoice, the data from the Order shall be deemed agreed.
4. The seller guarantees that it has appropriately qualified and authorized personnel, capable of ensuring the required quality and compliance with the specified DACPOL requirements.
5. Unless otherwise agreed by the Parties, the value of the Order includes the value of the ordered Goods together with documents and its packaging and delivery to DACPOL.
6. The Seller undertakes to notify DACPOL of planned and / or implemented changes to the delivered Goods.
1. The delivery dates are the dates specified in the Order and mean the date of delivery of the Goods to the place of delivery indicated in the Order. Unless otherwise stated in the order, the place of delivery is the DACPOL warehouse at ul. Okulickiego 5J, 05-500 Piaseczno. These dates must be strictly adhered to.
2. If there is a risk of keeping the delivery date, the Seller is obliged to provide in writing the expected period of delay and the reasons for its occurrence. Lack of the above-mentioned information or provision of information, the content of which shows that the delivery will not be performed on time, may be the basis for DACPOL to withdraw from the Order, with the consequences resulting from § 6 of these General Terms and Conditions of Purchases carried out by DACPOL.
1. The Seller is obliged to notify DACPOL about the readiness of the Goods for shipment by fax or via e-mail at least 1 business day before the planned date of delivery of the Goods. The Seller shall notify DACPOL in the event of the occurrence of the Non-compliant Goods and, if DACPOL agrees, agree on the rules for its delivery, subject to § 2 point 2 above applied accordingly.
2. Deliveries of the Goods are accepted at the DACPOL warehouse during the opening hours, i.e. 8.00-16.00, unless a different place and time of delivery are indicated. DACPOL allows the possibility of accepting the delivery outside the opening hours of the warehouse, provided that it is previously agreed between DACPOL and the Seller.
3. The condition for recognizing the delivery as complete and its acceptance by DACPOL is the delivery of a transport document, i.e. a bill of lading appropriate to the type of transport, containing the specification of the shipped (ordered) Goods, the quantity and value thereof, and all necessary approvals, certificates and warranty cards. In addition, the Seller is obliged to put the Order number on the transport document and on other documents related to the execution of the Order, such as: letters, invoices, quality certificates and declarations of compliance.
4. The fulfillment of the order by the Seller is an unambiguous confirmation that the delivered Goods meet the latest guidelines for electronics, required by legal regulations in force in the EU.
5. The invoice should be delivered together with the Goods or otherwise, so that it reaches DACPOL before the physical delivery of the Goods.
6. Quantitative control of the delivered Goods and their condition after transport takes place immediately after their delivery to the DACPOL warehouse, by comparing the compliance of the delivery with the transport documents and by inspecting the external condition of the shipment. In the event that the quantity of the Goods (specified on collective packaging) is not in accordance with the transport documents or the delivered Goods show signs of damage, DACPOL will mark the above inconsistency in the transport documents.
7. Detailed checking of the shipment is carried out before the Goods are introduced to the warehouse. If the delivery does not comply with the terms of the Order in terms of quantity or quality or the delivery does not meet other conditions set out in this section, DACPOL will inform the Seller about it in the form of a written document, by fax or via e-mail. The Seller is obliged to deliver the missing delivery elements at his own expense within 5 working days from the date of reporting the non-compliance by DACPOL, replace the defective Product with a new one, free from defects or complete other formalities.
8. The delivery of the ordered Goods is considered to be performed at the time of faultless, documented receipt of the delivery item by DACPOL at the agreed place. If the conditions set out in this section are not met, DACPOL shall not be liable for the resulting delay in accepting the delivery and the payment date.
9. Packing: The obligation of the Seller delivering the Goods, using solid wood packaging - is to use only wood compliant with the IPPC standard applicable in the country of destination.
1. Completion of the Order results in the Supplier granting a guarantee and warranty for the delivered Goods in accordance with the guarantee of the Seller or the manufacturer, but for a period not shorter than 24 months.
2. The Seller guarantees that the technical and performance parameters of the Goods comply with the DACPOL requirements specified in the Order and that during the warranty or warranty period, the Goods will be free from defects that would prevent their correct and failure-free operation.
3. Liability under the guarantee and warranty is in accordance with the provisions of the Civil Code. The Seller is liable to DACPOL under the warranty regardless of the warranty rights.
4. If a defect in the Goods occurs during the guarantee or warranty period, DACPOL will inform the Seller about this fact in the form of a paper document, fax or via e-mail.
5. The Seller shall take all necessary steps to ensure the replacement or repair of defective Goods at its own expense with due care. The Seller is obliged to remove the resulting defect or replace the Product with a defect-free one within 14 working days from the date of receipt of the notification of its occurrence from DACPOL. If, during the guarantee or warranty period, the delivered Goods are affected by the defect three times, the Seller is obliged to replace the defective Goods with the Goods free from defects at their own expense. The Seller's warranty obligations will be performed at the headquarters of DACPOL. The Seller is obliged to prepare a report on the resulting defect of the Goods, indicating the reason for its occurrence and the method of its removal, at the latest within 2 weeks of receiving information about its detection.
6. In the event of replacing the defective Product with a new one, the guarantee or warranty period will start anew.
7. If the Seller fails to remove the reported defect within the prescribed period, DACPOL may remove the defect instead of the Seller at its expense, after prior written notification to the Seller. The above does not affect the rights of DACPOL with regard to contractual penalties specified in § 6, supplementary compensation and suspension of payment of the Seller's invoices, and does not release the Seller from liability under the guarantee and warranty.
8. The guarantee and warranty periods are extended by the time from reporting a defect in the Product to its removal.
1. Responsibility for non-performance or improper performance of the Order is established in the form of contractual penalties. The Seller is obliged to pay to DACPOL contractual penalties:
a) for DACPOL's withdrawal from an Order not executed for reasons attributable to the Seller or by the Seller for reasons beyond DACPOL's control - in the amount of 10% of the value of the subject of the Order,
b) for exceeding the delivery date in the amount of 1% of the Order value, for each day of delay,
c) for the delay in removing defects found upon receipt of the subject of the Order or during the warranty and warranty period in the amount of 1% of the Order value, for each day delays, counted from the expiry of the deadline set by DACPOL for the removal of defects or indicated in the warranty or in these General Terms of Purchase.
2. DACPOL has the right to deduct the fines charged, resulting from these General Purchase Conditions, from its obligations to the Seller. In the event of the Seller's delay in performing the subject of the Order or failure by the Seller to fulfill the obligations set out in § 3, 4 and 5 of the General Purchase Conditions, DACPOL may - without resigning from the right to charge a contractual penalty and additional compensation - use one or more of the following rights:
a) request the performance of the Order in whole or in part,
b) make a purchase from another entity, at the expense and risk of the Seller;
c) withdraw from the Order for reasons attributable to the Seller without designating additional deadline, upon written notification to the Seller.
3. If the contractual penalty does not cover the damage suffered, DACPOL may claim supplementary compensation on generally applicable principles.
1. All data and information provided by DACPOL to the Seller are confidential. Any information arising directly from these General Purchase Conditions, as well as information obtained by the Seller in connection with the implementation of the Order, including in particular all organizational, commercial and technical information regarding DACPOL and not made publicly available, will be considered confidential by the Parties and as such will not be disclosed to third parties. This obligation does not apply to situations where the obligation to provide information results from mandatory provisions of law. In particular, the Seller undertakes to treat as confidential information regarding the volume of trade, prices, discounts, product specifications, logistic agreements, technological data, under pain of DACPOL's withdrawal from the Order for reasons attributable to the Seller. The Seller declares that he will not use confidential information for purposes other than the execution of the Order and that he will provide this information with due protection appropriate to its confidential nature. The obligation to keep the information secret remains in force after the completion of the Order and may be revoked only with the written consent of DACPOL, otherwise null and void.
2. Providing information related to the Order to third parties by the Seller requires the written consent of DACPOL.
3. In the event of unauthorized disclosure by the Seller of the information specified in point 7.1, the Seller shall be obliged to pay DACPOL a contractual penalty in the amount of PLN 50,000. If the contractual penalty does not cover the damage suffered, DACPOL may claim supplementary compensation under generally applicable rules. The obligation to pay a contractual penalty does not exclude DACPOL's right to withdraw from the Order for reasons attributable to the Seller.
1. The parties agree that in all disputes arising or likely to arise between the Seller and DACPOL on the basis of these General Purchase Conditions or on the basis of the Order or in connection with its performance, the exclusive jurisdiction is vested in Polish courts and only the provisions of Polish law shall apply.
2. The parties agree that in all disputes arising or likely to arise between the Seller and DACPOL on the basis of these General Conditions of Purchase or on the basis of the Order or in connection with its performance, the parties are not able to settle amicably, the court competent to settle the disputes will be a common court due to the seat of Dacpol.
1. The transfer of the Seller's rights and obligations under this Order requires the written consent of DACPOL. The seller undertakes to communicate the DACPOL requirements to his suppliers.
2. The seller guarantees that as a result of the deliveries and their use, the copyrights and patent rights of third parties will not be infringed.
3. The Seller confirms that the Goods delivered to DACPOL do not contain minerals and derivatives from the Democratic Republic of Congo (DRC) or neighboring countries that may be used to finance a conflict in the DRC or in neighboring countries.
4. If conflict minerals are used in the manufacture of products supplied by the Seller, the Seller undertakes to inform DACPOL of this fact without delay. In the event of failure to comply with the above provisions, DACPOL reserves the right to withdraw from the contract and return the ordered Goods from the Seller.
5. The Seller undertakes to comply with Directive 2011/65/EU of the European Parliament and of the Council of 8 June 2011 on the restriction of the use of certain hazardous substances in electrical and electronic equipment, as well as Annex II 2015/863/EU of 31 March 2015, and the Regulation of the Polish Minister of Development and Finance of 21 December 2016 on the essential requirements concerning the restriction of the use of certain hazardous substances in electrical and electronic equipment (Journal of Laws, item 7, as amended). Should the Seller deviate from adhering to the aforementioned regulations, they are obligated to promptly notify DACPOL of this fact. Failure to comply with these provisions grants DACPOL the right to terminate the contract and return the ordered Goods to the Seller.
6. The seller is obliged to provide information on substances in articles in accordance with Article 33 of Regulation No. 1907/2006 of the European Parliament and of the Council of 18 December 2006 on the registration, evaluation, authorization and restriction of chemicals (REACH) and the establishment of the European Chemicals Agency.
1. DACPOL Suppliers and Business Partners undertake to make every effort to comply with the principles set out in the "Code of Conduct for DACPOL Sp. z o.o. Suppliers and Business Partners"” in relation to the entire supply chain: https://www.dacpol.eu/en/code-of-conduct-for-suppliers-and-business-partners.
The Supplier undertakes to comply with the laws and regulations regarding sanctions, export, and import control, applicable to all activities carried out within the scope of or in connection with the Agreement with DACPOL (the Agreement also includes orders confirmed by the Supplier for DACPOL), including, among others, those of the European Union, the United States, and the United Nations (the "Sanctions and Export and Import Control Regulations"). The Supplier shall provide DACPOL with any information that DACPOL deems necessary to ensure compliance with the sanctions, export, and import control regulations. If the Supplier is subject to sanctions and export or import control regulations or if DACPOL determines, based on the information collected, that the Supplier does not comply with this provision, DACPOL shall have the right to refuse to perform the obligations arising from the Agreement and/or to cancel any order at any stage of its implementation.
The Supplier shall be liable for any claims, proceedings, actions, fines, losses, costs, and damages incurred by public authorities or other third parties against DACPOL arising from or related to DACPOL's breach of the obligation arising from the above.
Piaseczno, 07.05.2024 r.