GENERAL TERMS OF PURCHASE
 

1. General conditions

1. All cases of purchase of goods or services by LUMEL S.A. (dalej LUMEL) (hereinafter referred to as LUMEL) are subject to the following terms and conditions, which form an integral part of these agreements and which the Supplier accepts as provisions of the contract. Any changes to the general terms and conditions of sale will be binding only in relation to individual orders and upon prior written consent expressed by LUMEL. Acceptance of LUMEL’s order, signing of the contract or actual execution of any LUMEL’s order is tantamount to acceptance of these terms by the Supplier.

2. These terms and conditions are not applicable in relations with consumers in relation to which their validity is excluded

2. Order and Order Confirmation

1. The order should be confirmed by the Supplier within 2 business days from the date of its receipt, in writing or by e-mail. In the absence of confirmation by the Supplier within this period, the order is not binding for LUMEL and is considered as cancelled. If the conditions of confirmation differ from the terms of the order, they are binding only if LUMEL expressly agrees to such changes in writing. This also applies to any changes to the content of the order.

3. Deliveries

1. The ordered products must be delivered in a manner consistent with the conditions set out in the order, free of visible and hidden defects, as well as accompanied by: (i) a delivery document containing the order number and date, specification of the assortment and quantity of products delivered, (ii) quality approvals or other documents, if required (iii) instruction manual in the language indicated by LUMEL and in each case in Polish; which all should be forwarded to LUMEL with confirmation of receipt.

2. Unless otherwise specified, deliveries are made on DDP LUMEL S.A. Zielona Góra (Incoterms 2010). Advance or partial deliveries may be accepted only on the basis of the prior written consent of LUMEL.

3. Delivery dates resulting from the order are absolutely binding. If the Supplier is delayed with the delivery of products or the fulfilment of the ordered services, LUMEL has the right to: (i) charge contractual penalties in the amount of 1% of the order value for each day of Supplier's delay; and/or (ii) withdraw from the contract, reserving that this right is enforceable up to 3 months from the original delivery date. The Supplier is obliged to notify LUMEL immediately of any risk of delay.

4. The transfer of ownership of the products and all risks related to it to LUMEL takes place upon confirmation of receipt of the product.

5. If the value of the damage exceeds the value of contractual penalties set out in this document, LUMEL has the right to claim the full amount of damage on general principles.

4. Warranty

1. The Supplier shall ensure and warrant that the products supplied to LUMEL are new (and in no case older than 12 months from the date of their original production), carefully made, tested and are suitable for use in accordance with the intended purpose and conditions of the LUMEL order, and their the period of use is in no case shorter than 12 months from the date of delivery.

2. The Supplier confirms that these products all safety requirements, required specifications and standards, as well as have the required chemical composition and certificates.

The Supplier, as a professional in his industry, is obliged to repair or replace any materials, goods, services that are faulty due to faulty design, material or faulty workmanship or for any other reason, within 24 months from the date of delivery (warranty period) at own expense. The exchange or repair will take place within 2 working days from the date of receipt of the LUMEL’s notification on finding the defect.

3. The Supplier consents to the transfer of the guarantee to a third party who is the recipient of the good or device manufactured by the Supplier.

4. In the event of a defect in the subject of delivery, LUMEL has the right, at its option, to: (i) call the Supplier to collect part or all of the delivery and to deliver new products instead of those defective within the indicated period, or (ii) withdraw in part or fully from the concluded contract by notification of the Supplier and without additional summoning it to fulfil the obligation, reserved that this right may be exercised within 6 months of the delivery date; (iii) after 7 days from the date of notification of the Supplier, purchase the goods from another supplier at the expense of the Supplier. All cost of the above-mentioned activities, including transport and storage, shall be borne by the Supplier.

5. Confidentiality, protection, correct operation

1. All technical, constructional, technological data, plans and designs (including drawings, dies, discs, documents, etc.) provided to the Supplier for the purpose of performing the contract may only be used for this purpose and may not be made available, published or transfer without the written consent of LUMEL to any other entity, in particular for purposes of providing services to other entities. The Supplier is obliged to protect all confidential company information of LUMEL, including the retention of all data obtained in connection with the execution of the order, to the full extent permitted by law - in absolute confidentiality.

2. The Supplier guarantees and warrants that the use of the products provided does not constitute a breach of a patent, trademark, registered utility design, Polish or foreign symbol or other rights derived from industrial and intellectual property, and undertakes to repair any damage caused as a result of the infringement of these rights.

3. The Supplier undertakes to comply with all applicable legal provisions, including meeting the requirements of health and safety at work when executing the contract. Shall the Supplier have doubts as to the type of performance required in any respect, he is obliged to notify in writing and explain these circumstances before proceeding with the contract.

4. The Supplier as a professional is responsible for all of the delivery obligations on the terms set out in the law.

5. LUMEL is exempted from liability for non-performance of contractual obligations being a consequence of circumstances of force majeure, such as in particular: fire, flood, earthquake, war, warfare of various nature, strikes, Government decisions and other unforeseen circumstances, independent of will of LUMEL, if they directly affect the performance of the agreement. In this case, the deadline for performing the obligations is extended by the duration of such circumstances, and if it lasts longer than two months, LUMEL has the right to withdraw from the contract in whole or in part and any right to compensation is excluded

6. Payment terms, insurance

1. Unless other terms of payment are specified in the order, payments for an accepted item of delivery shall be done by bank transfer, on the basis and to the account indicated in the properly issued VAT invoice, within 60 days from the invoice receipt date. The date of payment is the date of debiting the LUMEL bank account. The price includes all costs and fees associated with the effective delivery.

2. The Supplier is obliged to insure the goods until they are delivered to LUMEL, as well as to maintain the OC policy of the Supplier's activities.

3. The Supplier may not deduct any amounts due from LUMEL with other receivables.

4. LUMEL may terminate or suspend performance of the contract at any time, in which case the Supplier shall be entitled to be paid for the goods/activities already delivered and, in the event of suspension, the operations shall be suspended until LUMEL informs in writing that the delivery has been resumed. The suspension period cannot exceed 6 months.

7. Right to information

1. The Supplier is obliged to inform LUMEL about the delivery status for each LUMEL inquiry, which includes the right of entering the place of delivery at any time without prior notice, in order to check the progress of works. In the event of the Supplier's failure to perform the said delivery, irrespective of the reasons, the Supplier unconditionally allows for entering his facilities to complete the works by a third party at the expense of the Supplier.

2. Subcontracting requires prior written consent of LUMEL, under pain of termination of the contract due to the fault of the Supplier.

3. The Supplier shall use machines, tools, drawings, specifications, materials and other means made available to the Supplier by LUMEL exclusively to perform the order. These are the exclusive property of LUMEL and will be properly marked and stored by the Supplier, and returned immediately after the execution of the contract or on every LUMEL request. The Supplier is liable for their loss and damage until they are handed over to LUMEL on basis of appropriate transfer protocol.

8. Final provisions

1. Any existing arrangements between the parties, whether written or verbal, which are inconsistent with the contract or these general terms of sale, are excluded. If any of these provisions shall become ineffective or unenforceable, they should be replaced by effective and enforceable arrangements that fully reflect the intentions, business objectives and expectations of the parties. The rest of the contract remains valid even if one of its provisions is considered invalid.

2. In matters not covered by these purchase conditions, the provisions of the Polish Civil Code shall apply. In the case of purchases in international trade to which international law applies, the parties agree to exclude its application to their agreements to the extent to which these provisions, in their wording, exclude u or are contrary to these terms herein.

3. All disputes arising from or in connection with this contract shall be resolved by a common court having jurisdiction over LUMEL.

Valid from 14.06.2018