Suppliers

General Order Terms and Conditions DZ-02_1.01.2023:

1. Within 2 working days from placing an order by FAMAK S.A. (also called Buyer) the Supplier jest obliged to send an order acceptance or an information about rejecting the order. No reply by the Supplier in the above-mentioned date will be treated as order acceptance on FAMAK’s terms. Applying general order terms and conditions of the Supplier is also excluded.
2. When accepting the order by the Supplier according to Article 1 a Contract is concluded under the terms indicated in the order. Each amendment of the scope of the order requires written confirmation of FAMAK S.A. under pain of invalidity.
3. By accepting the order the Supplier confirms that they have financial and technical terms at their disposal which enable them to execute the order on time and in a proper way. The Supplier also confirms that they have liability insurance of the conducted business activity.
4. The Supplier is responsible for the quality execution of the subject of the order. FAMAK S.A. reserves the right to quantity and quality acceptance of the subject of the order at the Supplier’s as well as in the destination of the delivery.
5. The Supplier is obliged to deliver, along with the subject of the order, the required control documents, quality documents, operation and maintenance documentation and others, indicated in the order.
6. Delivering the above-mentioned documents after due date extends the payment date determined in the order by the numer of days which passed from delivering the subject of the order until delivering the required documents.
7. The confirmation of executing the subject of the order will be the final acceptance protocol signed with no comments by an authorized representative of FAMAK S.A., which will constitute the basis for issuing the invoice. In the event of defectiveness of
   the delivered subject of the order, the Supplier will be set, by FAMAK S.A., a deadline for removing the defect. Removing the defect in the alloted time does not exclude the possibility of charging the contractual penalty, referred to in point 11.
8. The Supplier provides a quality guarantee for the subject of the order for 24 months from the date of signing the acceptance protocol unless otherwise determined by the Parties in the order/contract. Within the guarantee period the Supplier is obliged to remove, at their expense, the defect by repairing or exchanging the subject of the order or its elements for elements which are free of defects, in compliance with FAMAK S.A., immediately, however, not later than within 7 days from the date of reporting the defect by FAMAK S.A.
9. After uneffective expiration of the term of removing the reported defects determined in point 8 FAMAK S.A. can remove the defect on their own or commission its removal to a third party at the expense and risk of the Supplier without the necessity of receiving the Court’s authorization for a vicarious performance and without the loss of entitlements in virtue of quality guarantee and warranty for the defects.
10. The Supplier bears full liability for damages towards FAMAK S.A. in virtue of lack of or undue performance of the order. Especially if, as a result of delivering defective materials by the Supplier, FAMAK S.A. bears any additional costs (e.g. dismantling, re-erection), or is charged with any receivables by third parties (e.g. contractual penalties, damages connected with failure to execute the final product in FAMAK S.A. on time or in a proper way, resulting from the defectiveness of the materials delivered by the Supplier). The Supplier is obliged to return them in behalf of FAMAK S.A. within the period determined by FAMAK S.A.
11. In the event of the delay in performing the liabilities resulting from the order the Supplier will pay contractual penalty in the amount of 1% of the order gross value for each day of the delay.
12. The Supplier will pay the contractual penalty in the amount of 10% of the order gross value in the event of withdrawing from the agreement by FAMAK S.A. due to reasons attributable to the Supplier.
13. FAMAK S.A. is entitled to claim supplementary compensation if contractual penalties do not cover the damage born. FAMAK S.A. is entitled to deduct from the Supplier’s salary the contractual penalty as well as remuneration which is owed from the Supplier.
14. FAMAK S.A. will be entitled to withdraw from the agreement which was concluded as a result of accepting the order, when the delay in performing the order is longer than 7 days and when the execution of the subject of the order is defective and the defect is not removed within the time determined by FAMAK S.A. according to point 7. The declaration of renunciation can be submitted within 60 days from the date of certifying the grounds for waiver.
15. On the invoices for delivery The Supplier will put a statement about the origin of the product i.e. „The product has been manufactured in Poland”, „The product has been manufactured in (enter the country)”. The Supplier bears responsibility for improper packaging, inadequate marking of the subject of the order, failure to attach all the required documents.
16. The Supplier obliges to keep confidentiality of the information obtained from FAMAK S.A. connected with placing and executing the order. FAMAK S.A. reserves the right to convey information about the cooperation with the Supplier to other entities related to the owner of FAMAK S.A.
17. To all matters not settled herein provisions of the Civil Code shall apply.
18. Account receivables resulting from this order and rights connected with these receivables cannot be transferred to third parties without previous approval of FAMAK S.A. in writing.
19. The payment date of the receivables included in the invoice is the date when FAMAK’s bank account is debited.
20. The payment date is counted from the date of receipt of the invoice by FAMAK S.A.
21. The Supplier is obliged to have an internal system of providing the health and safety in the workplace as well as environment protection, fulfill the requirements of the norms and national regulations.
22. Disputes which may result from the performance of the order will be adjudicated by the common court of law having jurisdiction over FAMAK’s seat.
23. The Supplier declares that they implied the reliability verification procedures of their suppliers and that they keep duty of care in order to eliminate the risk of participating in a fictional commodity turnover. Especially, the Supplier declares to the best of their knowledge, that the goods ordered by FAMAK S.A. were not the subject of a fictional commodity turnover on any of the supply chain stages.
24. The Supplier declares that the bank account number indicated in the invoice proper to receive the payment will be on the so-called white list within the payment term (Article 96b of the Act on VAT). Otherwise, FAMAK S.A. reserves the right to make payment to one of the bank accounts of the Supplier which are in the transfer order date on the so-called white list. The Parties agree that lack of at least one bank account of the Supplier which is on the so-called white list amounts to making an abatement of 20% of the order value.
25. FAMAK S.A. informs that, in accordance with the adopted policy, they make payments using the split payment mechanism. In the case of orders expressed in a foreign currency, the parties confirm that the VAT amount will be settled in PLN in the amount indicated on the invoice issued by the Supplier.
26. The Supplier declares that they settle all public receivables in a proper way.
27. FAMAK S.A., based on the provisions of art. 4c of the Act from March 8, 2013 on counteracting excessive delays in commercial transactions, as amended, declares that they have the status of a large enterprise within the meaning of Annex I to the Commission Regulation (EU) no. 651/2014 from 17 June 2014 considering certain types of aid compatible with the domestic market pursuant to Art. 107 and 108 of the Treaty.
28. The parties agree that the terms of the contract, including the execution date, have been specified by the parties, taking into account that by the Regulation of the Minister of Health from March 13, 2020 (Journal of Laws, item 433) in the territory of the Republic of Poland from March 14, 2020 until further notice an epidemic threat has been declared due to the increasing number of cases of SARS-CoV-2 infection and the above circumstance cannot constitute the basis for an excusable delay in the performance of the contract by the contractor.
29. The Supplier declares that in case of preparing the documentation for FAMAK S.A., which is a piece of work within the meaning of the Act of February 4, 1994 on copyright and related rights, it ensures that at the time of issuing each completed part of the documentation to FAMAK S.A., FAMAK S.A. will be the exclusive rightholder on the basis of proprietary copyrights and subsidiary rights to this documentation, and these rights will not be encumbered with any rights of third parties. Upon the release of the documentation or its part, as part of the order, the Supplier transfers to FAMAK S.A. economic copyrights to documentation unlimited in time and in unlimited territory.