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General terms and conditions of sales

GENERAL TERMS AND CONDITIONS OF SALES
of Boryszew S.A. Oddział Nowoczesne Produkty Aluminiowe Skawina
since 1.11.2020

I. Scope of application

1. The GSTs are applicable and constitute an integral part of any Goods Sales or Delivery Agreement concluded by NPA Skawina with third parties, unless such Agreement states otherwise.
2. The GSTs’ receipt for an Order placed by the given Purchaser is deemed as their acceptance by the Purchaser for all further Orders and Agreements, unless the Agreement clearly states otherwise.
3. The information on Goods published by the Seller on the website, in the Internet, catalogues, brochures, leaflets, advertisements and other publications does not constitute an offer within the meaning of the Civil Code rules, even if it includes a price, but is only informative in nature, whereas models and samples issued by the Seller are illustrative and exhibits in nature. The technical data provided this way can change at any time, including due to constant changes taking place in the technical and technological disciplines.

II. Definitions

The definitions used in the General Sales Terms have the following meaning:
1) Purchaser – entity that concludes a Goods Sales or Delivery Agreement with the Seller;
2) Offer – the Seller’s declaration specifying at least the type and quantity of Goods, Price, delivery date and terms;
3) Packaging – cable drums, metal spools, pallets and other required in the manufacturing process;
4) Returnable Packaging – cable drums, metal spools, etc.;
5) GSTs – these General Sales Terms;
6) Order Confirmation – the Seller’s declaration on Order acceptance issued to the Purchaser, also referred to as the “OC”;
7) Seller or NPA Skawina – Boryszew S.A. with registered seat in Warsaw, Oddział Nowoczesne Produkty Aluminiowe Skawina with registered seat in Skawina, ul. Piłsudskiego 23, 32-050 Skawina, entered into the Register of Entrepreneurs kept by the District Court for the capital city of Warsaw, XII Commercial Department of the National Court Register (KRS), KRS no. 0000063824, share capital (paid in full) PLN 240,000,000 , Tax Identification Number (NIP) 837-000-06-34, REGON no.: 750010992, Waste Database (BDO): 000006683, constituting a large entrepreneur within the meaning of the Act of 8 March 2013 on counteracting excessive delays in trade transactions;
8) Goods – all products covered by the Seller’s offer;
9) Agreement – sales agreement or delivery agreement concluded by and between the Seller and Purchaser, pursuant to which the Seller is obliged to delivery/sell Goods to the Purchaser in the quantity and within time specified in the Agreement, while the Purchaser is obliged to accept the Goods and pay the price for the Goods;
10) Order – a declaration of the Purchaser’s will to conclude an Agreement with the Seller.

III. Agreement conclusion

1. An Agreement is concluded as result of the following:
1) the Parties’ conclusion of a written agreement, developed in the form of a separate document titled “agreement”; or
2) the Parties’ filing of at least the following statements:
a) the Seller’s submission of Offer to the Purchaser;
b) the Seller’s submission of Order Confirmation to the Purchaser.
2. The statements specified in paragraph 1 (2) above require at least a written or e-mail form.
3. The offer submitted by the Seller constitutes a price proposal for the Goods delivery/sale, but it does not constitute an offer within the meaning of the Civil Code regulations and does not bind the Seller to an extent exceeding the contents of the GSTs. The Seller may at any time withdraw or change the Offer.
4. The Purchaser’s Order placement is a submission of its declaration of will to conclude with the Seller an agreement with the contents specified in the Offer, Order and the GSTs. The Purchaser is bound by the Order placed for 21 (twenty one) days from the date of the Order’s delivery to the Seller.
5. The Seller, if it accepts the Order placed by the Purchaser, submits to the Purchaser an Order Confirmation within 5 (five) working days from the date of the Order’s delivery. The Seller’s silent Order Confirmation is hereby excluded.
6. The Agreement is concluded at the time of the Seller’s Order Confirmation submission to the Seller. The Agreement is concluded solely on the terms specified in the declarations indicated in Order Confirmation or accepted Seller’s Offer.
7. If the Order Confirmation contains changes to the offer or the Order, the Purchaser has the right to submit comments to the Order Confirmation, with the fact that he will do so now, no later than 24 h from the date of receipt of the Order Confirmation from the Seller. No comments to the above-mentioned conditions for answering the question for the Purchaser’s acceptance of the terms of the contracts without reservations. If the buyer finds the above choice, the seller will make the purchase in the new offer or the Order Confirmation or will inform the Purchaser about the rejection of reservations or the absence of a contract. The possibility of concluding the contract with the Purchaser’s price is excluded without the price of their approval by the Seller. If the answer is that the Seller has rejected, the contract has been concluded on the terms by the Seller.
8. Any assurances, warranties, pledges or amendments to the Agreement, or GSTs filed verbally by the Seller’s employees in relation to the Agreement’s conclusion or the Offer’s submission are not binding for the Seller. The arrangements in e-mail correspondence that haven’t been presented in the Order Confirmation or Seller’s offer are also not binding.

IV. Price

1. The Goods’ price is a net price and does not include any customs fees, taxes or other financial burdens imposed on the Goods by the law. The aforementioned price will include the VAT tax at the rate deriving from the rules of law, if due.
2. The price is fixed throughout the Agreement’s term, subject to paragraph 4.
3. If the rules of the tax law require the Purchaser to provide a tax residence certificate and the Purchaser does not provide the Seller with such a certificate, the Seller is entitled to increase the Goods’ price by the withholding tax amount that the Seller is obliged to pay.

V. Payment terms

1. The Goods’ price is payable for product of the delivered Goods’ quantity multiplied by the unit price determined pursuant to Order Confirmation or Seller’s offer.
2. The Purchaser pays the Goods’ price via wire transfer to the bank account number specified by the Seller in the VAT invoice.
3. Unless the Agreement specifies the price payment date, 100% prepayment will be made at least 3 days prior to the date of the Goods’ loading at the Seller’s premises and the failure to make the payment within the specified date entitles the Seller, without prejudice to further-reaching rights, to withhold the Goods’ delivery and process the Orders already accepted.; Furthermore, the Seller may make dependent the processing of further Orders of the Purchaser that is in arrears with any payments or makes untimely payments, on the prepayment towards a new Order or to settle all arrears so far.
4. If the Agreement specifies a deferred price payment date,, deliveries will be carried out as part of the Purchaser’s liability limit granted by the Seller’s insurer/intermediary. The Seller can amend the granted limit if the Seller’s insurer/intermediary cancels the limit or reduces its amount. The Seller’s limit amendment only requires the submission of an e-mail notification specifying the current limit specification, which does not require an annex to the Agreement. If (i) the Purchaser exceeds the current limit, or (ii) in case of occurrence of circumstances justifying the concerns about the Purchaser’s financial liquidity, especially deterioration of its credit rating, the Seller can suspend further deliveries, despite confirming their performance, until the time, at its discretion, (i) the Purchaser makes the payments releasing an appropriate portion of the limit, (ii) the Purchaser provides security different from the liability limit granted by the insurer/intermediary, accepted by the Seller, i.e.: bank or insurance guarantee, or (iii) the Purchaser makes a 100% prepayment for the given Goods’ delivery pursuant to paragraph 4.

VI. Delivery

1. The Goods’ deliveries will be carried out on a case-by-case basis pursuant to Incoterms 2020 (or newer if such are published).
2. Unless the Parties agree otherwise in the Agreement, the deliveries are carried out pursuant to the FCA Skawina formula.
3. The Seller will enclose attestation for the Goods constituting the delivery’s subject, confirming the Goods’ compliance with the specification, to each delivery Unless the Parties agree otherwise via e-mail, all documents submitted with the delivery will be provided in Polish.
4. The Purchaser will confirm the Goods’ acceptance by placing a company stamp and signature of a person authorised by the Purchaser and specified in the Agreement, Order or in e-mail form, on the shipping documents (delivery note and/or packing list and/or waybill) along with the Goods’ acceptance date. If the Purchaser does not specify an authorised person or if the person is absent on the delivery date, the Seller can issue the Goods to a person present at the delivery place, which will be deemed as effective Goods’ issuance.
5. The price unit determined in the Agreement applies to the form and address of delivery specified in the Agreement. Any other delivery form and/or address requires a separate Seller confirmation and determination of relevant costs at least in an e-mail form.
6. Unless the Parties agree otherwise, the General Terms for the Trade of Steel Spools/Drums and the General Terms of the Trade of packaging provided by the Seller on its website at: https://www.npa.pl/do-pobrania constitute an integral part of the Agreement.
7. The Parties permit quantitative deviations of the Goods’ delivered of +/- 3% in relation to the quantity deriving for the given delivery from the Agreement.
8. In case of delivery following the FCA principles, the delivery place is the Seller’s registered seat, i.e. Skawina, ul. Piłsudskiego 23, Poland; the Purchaser is obliged to notify the Seller about the loading date and the driver details (first name, surname, ID card number and series, vehicle registration number) in e-mail form and at least 1 (one) working day prior to the loading date; the Purchaser’s failure to submit the notification as above or failure to provide the vehicle on the loading date, or non-compliance of the driver’s details specified by the Purchaser entitles the Seller to refuse the Goods’ issue, which will be deemed as the Purchaser’s delay in accepting the Goods.
9. If the Goods are issued in Returnable Packaging, the Purchaser incurs the packaging costs. The Purchaser has the right to re-sell the Returnable Packaging pursuant to the principles specified in the Seller’s General conditions for handling returnable drums, unless the Parties agreed otherwise.

VII. Statutory defects warranty

1. The Purchaser is obliged to thoroughly check the Good’s at the time of delivery and prepare an appropriate protocol together with the carrier or make an annotation on the shipping documents in the event of any deficiencies or damage that may have arisen in the transport.
2. In case of the Goods’ physical defect, the Purchaser will file a qualitative complaint to the Seller within 7 days from the Goods’ delivery date and in case of hidden defects – within 7 days from the date of documented defect identification, however no later than within 6 months from the Goods’ delivery date.
3. The complaint should be filed at least in e-mail form and include the defect’s specification and documentation, along with photographic documentation, and should be filed within the times specified in paragraphs 1-2 above; otherwise the Purchaser will lose any relevant rights and claims, to which the Purchaser agrees.
4. The Seller will respond to the complaint within 14 days from the complaint’s delivery date. The Seller’s silent complaint recognition is hereby excluded. The Seller’s failure to respond is deemed as refusal to recognise the complaint.
5. In case of complaint recognition, the defect will be removed by the Seller through the delivery of the missing Goods’ quantity or Goods free from defects, within 30 days from the complaint recognition date. Unless the Parties agree otherwise at least in e-mail form, in case of a qualitative defect, the Purchaser is obliged to return the defective Goods to the Seller within 14 days from the Seller’s complaint recognition date. The delivery of Goods free from defects will take place following the same terms applicable to the original Goods’ delivery, unless the Parties agree otherwise.
6. Filing a complaint does not constitute the basis for suspending the Seller’s further Goods’ deliveries or for suspending the Purchaser’s payments.
7. The statutory defects warranty period lasts for six (6) months from the Goods’ delivery date.
8. The statutory warranty does not cover the following defects:
a) defects deriving from the Purchaser’s breach of the principles specified by the Seller in the Transport and Storage Instructions https://www.npa.pl/do-pobrania/
or the Goods’ use contrary to their intended purpose;
b) defects of a product or goods manufactured by the Purchaser with the use of the Goods, even if the Goods were defective and the Purchaser could find the defect before processing it, with due diligence.
c) defects of systems, materials, machinery, etc. with which the Goods will be combined, constitute a part of or with which they will interoperate, even if the Goods were defective and the Purchaser could find the defect before processing it, with due diligence.
9. The provisions of this point 7 exhaust all statutory warranty claims, unless the Seller fails to fulfil the defect removal obligation pursuant to paragraph 5 above.

VIII. Delay in Goods acceptance

1. If the Purchaser does not accept the Goods from the Purchaser in the quantity determined in the Agreement and the Parties do not agree otherwise in e-mail form, the Seller, without prejudice to further-reaching rights, is entitled to manufacture and sell to the Purchaser the missing Goods’ quantity up to the quantity specified in the Agreement and to charge the Purchaser for these Goods via VAT invoice following the price and payment date deriving from the Agreement.
2. The Goods manufactured and invoiced pursuant to paragraph 1 above will deemed as sold to the Purchaser at the time of the Seller’s VAT invoice issue following paragraph 1 above and constituting the Purchaser’s property from that time.
3. If the Seller exercises the right specified in paragraph 1, the Seller is entitled to store the Goods in the finished goods warehouse in Skawina, at ul. Piłsudskiego 23. The Seller will deliver the stored Goods to the Purchaser based on a written summons, after agreeing in e-mail form on the delivery date and place, including charging the Purchaser with the transport and storage costs.
4. For the storage of Goods pursuant to paragraph 3 above, the Seller can request the Purchaser to pay storage remuneration at the rate specified by the Seller payable based on a VAT invoice. . If the Goods are stored for more than one month, the storage invoice will be issued for each month of the Goods’ storage. The maximum Goods’ storage period amounts to 2 months from the date of their manufacturing by the Seller.
5. The Purchaser’s delay in accepting the Goods in relation to the aforementioned maximum storage period exceeds ten weeks, the Seller can withdraw from the Agreement in full or in part for the Goods affected by such a delay and sell the Goods covered by the withdrawal from the Agreement to a third party, without prejudice to the Seller’s further-reaching rights towards the Purchaser. The Seller can exercise the restricted right of withdrawal within up to one quarter from the expiry of the aforementioned maximum storage period.

IX. Contractual penalties

1. The Seller can request the Purchaser to pay a contractual penalty:
a) for delay in accepting the Goods, including accepting stored Goods, caused by reasons not attributable to the Seller – at the rate of 0.5% of the Goods’ net value for each day of delay, but no more than 10% of the net value;
b) in case of the Seller’s withdrawal from the Agreement for reasons attributable to the Purchaser or the Purchaser’s withdrawal from the Agreement for reasons not attributable to the Seller – at the rate of 20% of the Agreement subject’s net value.
2. Contractual penalties are subject to accumulation. In case of the Seller’s withdrawal from the Agreement, contractual penalties charged prior to the withdrawal, including contractual penalties specified in paragraph 1 (a) above remain in force and the Seller is entitled to seek their payment.

X. MAR clause and confidentiality clause

1. The Purchaser:
1) acknowledges that Boryszew S.A. is a public company, the share of which have been admitted for public trade on the regulated market. In view of the above, the Company has multiple notification obligations, including those deriving from the Regulation of the European Parliament and of the Council (EU) no. 596/2014 of 16 April 2014 on market abuse (Regulation on market abuse) and repealing the Directive of the European Parliament and of the Council 2003/6/EC and the Directive of the Commission 2003/124/EC, 2003/125/EC and 2004/72/EC (hereinafter: “MAR Regulation”).
2) acknowledges that the Agreement’s conclusion or some information concerning the Agreement can be deemed by the Seller as confidential information within the meaning of the MAR Regulation.
3) declares that is agrees to the public disclosure of the information concerning the Agreement or related to it, if the constitutes confidential information the rules of law require the issuer to disclose such information. The Purchaser also declares that it is aware that the use or attempt to use confidential information, recommending or persuading a third party to use such information or illegal disclosure of confidential information, is prohibited and can result in criminal liability specified in the regulations of Article 180-182 of the Act of 29 July 2005 on financial instruments’ transactions.
2. Confidential Information includes a company secret as well as information, documents, data, materials, etc., concerning the Seller, including its customers, business partners and affiliates, obtained by the Purchaser in any form (verbal, written or electronic) during the negotiations or in relation to the Agreement’s execution. In case of doubt, it is deemed that given information constitutes Confidential Information.
3. The Purchaser is obliged to keep Confidential Information in absolute secrecy and is especially obliged to abstain from publishing, submitting and disclosing any Confidential Information, including the terms of an Order or the Agreement.
4. The following Confidential Information is not covered by the confidentiality obligation:
1) publicly available, unless it was disclosed or became public available as result of breaching the GSTs;
2) disclosed in an exercise of an order (sentence, decision, etc.) issued by a court or other authorised state authority, or in an exercise of a current rule of law, in the scope covered by such an order, provided that the Purchaser notifies the Seller earlier about such required disclosure and makes every possible effort to limit such disclosure.
5. The Purchaser is entitled to use Confidential Information only for the purpose of proper execution of the Agreement or an Order.
6. Disclosed Confidential Information remain the Seller’s exclusive property and its disclosure to the Purchaser does not provide it with any rights to their dissemination or use outside of the limits specified in the GSTs.
7. The confidentiality clause does not limit the Purchaser’s right to disclose Confidential Information to its subcontractors and professional advisors in the scope required for the correct execution of the Agreement or an Order. In such case, the Purchaser is obliged to ensure that the person receiving such information will not disclose it to other persons and will use them only for the purpose of correct execution of the Agreement or an Order and is liable for this towards the Seller.
8. The aforementioned confidentiality obligation is in force for an unspecified period of time, with the Parties being entitled to terminate it no sooner than after 25 years from the date of the Agreement’s conclusion, with a one year termination period with effect at the end of the calendar year.

XI. Anti-corruption clause

1. The Parties hereby declare and are obliged that during the Agreement’s execution:
a) they will comply with the rules of common law (Polish and EU) on counteracting corruption;
b) they will not incite, initiate or take action aimed at promising, proposing or present, directly or indirectly, to any person managing, working in or co-operating in any form with the other Party or on its behalf, of any undue benefits, for itself or for any other person, in exchange for action or failure to act that breaches its obligations;
c) the Parties or any person managing, working in or co-operating in any form with the other Party or on its behalf, will not request or accept, directly or indirectly, any undue benefits or accept proposals or promises of such benefits in exchange for action or failure to act that breaches its obligations.
d) they will comply with all mandatory requirements and internal regulations concerning standards of ethical conduct, counteracting corruption, transaction settlement pursuant to law, costs and expenses, conflict of interest, presenting and accepting gifts as well as anonymous reporting and solving irregularities.
2. The Purchaser is obliged to comply with the Code of Conduct for Business Partners of Boryszew S.A. Oddział Nowoczesne Produkty Aluminiowe Skawina, available at: https://www.npa-skawina.com/download/
3. The Parties are entitled to terminate the Agreement with immediate effect if the other Party or any person managing, working in or co-operating in any form with the other Party or on its behalf, fails to comply with the provisions of point XI or perpetrates corruption.
4. The Purchaser is obliged to notify the Seller about the establishment of co-operation with a country or territory applying a harmful tax competition. The provisions of paragraph 4 apply accordingly.

XII. Withdrawal from Agreement

a.i.1.a.i.1. The Purchaser can withdraw from the Agreement, only in the part not performed with immediate effect, with immediate effect if the Seller fails to comply with the Goods’ delivery dates deriving from the Agreement and GSTs by over two months.
a.i.1.a.i.2. The Seller can withdraw from the Agreement in the non-executed part with immediate effect if the Purchaser fails to comply with the price payment date deriving from the Agreement and GSTs by over 14 days.
a.i.1.a.i.3. The exercise of the right to withdraw from the Agreement, regardless of the basis, requires prior submission of notification at least in e-mail form and designation of an additional date of no sooner than 7 days.

XIII. Force majeure

A Party is not liable for the non-fulfilment of obligations deriving from the Agreement, if it was caused by reasons not attributable to it, that could not have been foreseen at the time of the Agreement’s conclusion or Order Confirmation, and that could not have been avoided (force majeure). A force majeure event is deemed by the Parties, among others, disruptions in Goods’ manufacturing or transport caused by strikes, plant or device malfunction, accidents, local or nationwide threat, trade disputes, floods, fires, earthquakes, epidemics, etc. A Party affected by force majeure is obliged to notify the other Party about the occurrence of force majeure, causes of its occurrence, expected end, otherwise it will lose the right to invoke the force majeure event in the future. In the aforementioned case, the Parties allow the extension of the Agreement’s execution date by the number of days during which the Agreement’s execution was objectively impossible. The Parties also understand the effects of force majeure as the effects of the COVID-19 epidemic and the actions of state administration bodies associated with it.

XIV. Personal data

The Seller is the administrator of personal data within the meaning of the Regulation of the European Parliament and of the Council (EU) no. 2016/679 of 27 April 2016 (GDPR), made available to the Purchaser by the Seller in relation to the concluded Order or Agreement. Detailed information on the purposes, legal bases and principles of personal data processing by NPA Skawina, including information on the recipients of personal data, data retention duration and rights of the data subjects are provided at https://www.npa-skawina.com/gdpr/
The Purchaser hereby confirms getting acquainted with the aforementioned information on personal data processing and will provide the persons appointed for mutual contact and co-operation during the execution of an Order or the Agreement with information about the possibility to get acquainted with the principles of personal data processing by NPA Skawina in the manner specified above.

XV. Final provisions

1. If any of the GSTs, Agreement or Order confirmation provisions is deemed invalid or ineffective, the GSTs, Agreement or Order confirmation remains in force and the invalid or ineffective provision will be deemed as unrestricted and replaced with a valid rule of law.
2. The Seller’s failure to exercise any right granted to it by the GSTs, Agreement, Order confirmation or a rule of law does not constitute the Seller’s waiver of such right.
3. In case of changes in the Seller’s ownership, the Agreement covers the Seller’s legal successors. In case of disposal of the Seller’s enterprise or organised enterprise part, the Seller’s rights and obligations deriving from the Agreement are assigned to the purchaser, to which the Purchaser agrees, and which does not require an annex to the Agreement.
4. The Seller’s liability for delay in delivering the Goods and for defects in the Goods is limited to the net price of the Goods affected by such a delay and/or defect and does not include lost profit, unless the damage was caused deliberately.
5. Contractual penalties restricted by the GSTs do not exclude the Seller’s right to request supplementary compensation pursuant to general principles.
6. The Agreement is not affected by the provisions of the draft agreements used by the Purchaser and especially by general terms of agreement, draft agreements or regulations.
7. If the GSTs require a written or e-mail form, any other form shall be null and void.
8. The provisions of the Polish law, including of the Civil Code, shall apply in matters not regulated by the GSTs, Agreement and Order. The United Nations Convention on International Trade of Goods, developed in Vienna on 11 April 1980, does not apply to this Agreement.
9. Any disputes deriving from these GSTs, the Agreement or activities carried out as part of them will be resolved by a Polish common court with jurisdiction over the Seller’s registered seat – i.e. registered seat of Oddział Nowoczesne Produkty Aluminiowe Skawina, ul. J. Piłsudskiego 23, 32-050 Skawina.
10. The GSTs available on the Seller’s website www.npa.pl/OWS enter into force as of the date specified in the header and apply to Orders placed after that date. The Seller restricts the right to amend the GSTs at any time by publishing the amendments or the updated GST on the aforementioned website. If the GSTs are amended after an Order is placed, the Order is subject to GSTs in force as of the date of the Order’s placement. By placing an Order, the Purchaser declares that it is acquainted and accepts the GSTs along with all amendments published in the aforementioned manner until the Order placement.
11. The GSTs were developed in the Polish and English language versions. In case of any discrepancy between the versions, the Polish version takes priority.

Boryszew S.A. Oddział Nowoczesne Produkty Aluminiowe Skawina
32-050 Skawina
ul. Piłsudskiego 23

tel. +48 12 2760 802
tel. +48 12 2760 808
fax. +48 12 2760 888
e-mail: info@npa.pl

TAX ID PL837 000 06 34
KRS 0000063824
REGON 750010992-00108
BDO 000006683

All proprietary copyrights restricted to Boryszew S.A. Oddział Nowoczesne Produkty Aluminiowe Skawina with registered seat in Skawina.