DeCare Group Spółka z ograniczoną odpowiedzialnością I Wspólnicy Spółka komandytowa, KRS 0000431445, NIP 118-003-23-72, District Court for the Capital City of Warsaw in Warsaw, 14th Commercial Department with its registered office in 05-152 Czosnów, Pieńków 147
The terms used in these General Terms and Conditions of Purchase have the following meaning:
|1.||GTCP||These General Terms and Conditions of Purchase, together with all attachments and amendments, in the version applicable on the date of conclusion of the Supply agreement.|
|2.||Ordering Party||DeCare Group Spółka z ograniczoną odpowiedzialnością i Wspólnicy Spółka komandytowa, KRS 0000431445, NIP 118-003-23-72, District Court for the Capital City of Warsaw in Warsaw, 14th Commercial Department with its registered office in 05-152 Czosnów, Pieńków 147|
|3.||Supplier||An entrepreneur who is a party to the sale or supply agreement concluded with the Ordering Party.|
|4.||Agreement||A Sales or Supply Agreement concluded between the Ordering Party based on the GTCP and the subject of which are the Goods.|
|5.||Goods||Foodstuffs and raw materials and components for food production.|
|6.||Intellectual Property||Ordering Party’s exclusive intellectual property of every sort, whether or not registered, which is owned and used by or under license by the Ordering Party, including but not limited to recipes, patents, trademarks, unregistered marks, designs, copyrights, know-how, creations and inventions, moral rights, goodwill, and knowhow.|
II. GENERAL PROVISIONS
- The GTCP shall apply to all orders placed by the Ordering Party with the Supplier, the subject of which is the sale or supply of Goods, respectively.
- The Ordering Party submits an order to the Supplier, the number of which should be quoted on all documents related to the sale or supply of goods, i.e., order confirmation, supply notification (supply notification), invoice, Stock Issue Confirmation, and all other documents regarding the given transaction.
- Acceptance for the execution of each order should be confirmed in writing by the Supplier within three days from the date of its receipt. A written confirmation is any document in text form, particularly a paper document or its scan, fax, or e-mail, sent by the Supplier to the Ordering Party. Acceptance of the order means acceptance of the GTCP. In the case of Suppliers with whom the Ordering Party remains in permanent business relations, the lack of a written confirmation by the Supplier within the period mentioned above shall be treated by the Ordering Party as tacit acceptance by the Supplier of the order for execution on the terms specified in the order and following the GTCP.
- The Supplier is authorized to use the Intellectual Property of the Ordering Party only to the extent that it was transferred to him and only for the purposes and the duration of the performance of Purchase Order, under pain of paying a contractual penalty in the amount of 10 times the value of the Purchase Order.
- When executing the order, the Supplier is obliged to:
- comply with the recipes, ingredients, and conditions of manufacture of the Goods applicable to its recipients;
- use additives and flavorings allowed by EU food legislation;
- comply with the limits of food contamination, pesticide residues, and heavy metals required by EU regulations,
- conduct general monitoring of microbiological and physicochemical contamination as well as microbiological purity.
- The Supplier bears sole responsibility for the Goods delivered to be of good quality, compliant with the Order, the attached documents, and any samples, if they have been previously delivered and with the relevant EU and Polish regulations, including the Act of 12 December 2003 on general product safety (Official Journal 2003.229.2275) or EU Directive 2001/95/EC on general product safety (General Product Safety Directive – GPSD).
- On demand, in cases of withdrawals and restrictions of the Goods from the market or need to clarify other issues regarding the Goods, the Supplier shall provide the Ordering Party with all information regarding the identification of the Goods within 24 (twenty-four) hours, assuming 100% identification and according to EU regulations in force on the date of withdrawal regarding the tracking of goods (traceability).
- The Supplier shall test all Products after the completion of manufacturing and provide the Ordering Party with quality reports of each delivery and – on the Buyer’s demand – Samples.
- The Ordering Party is authorized to conduct at its expense any time the following inspections of Goods:
- Inline Product Inspection (IPI) after completion of 20-60% of the ordered Goods, as physical product control is subjected to an AQL control.
- Pre-shipment Inspection (PSI) after completion 80-100% of the ordered Goods subjected to an AQL control or choose the Goods inspection in the accredited laboratory before shipment to confirm Goods compliance with the Purchase Order
- Container Loading Supervision (CLS) to verify whether the Goods are prepared for sea shipment, check all necessary documentation before shipment, and whether the container is sealed correctly.
- Any inspections will be announced by the Ordering Party at least one week in advance, except for situations related to consideration of complaints related to the threat to consumers’ life and health and / or withdrawal of the Goods from the market, where the audit may be carried out immediately after becoming aware of non-compliance.
- Should the quality of Goods fails to comply with quality standards as provided hereto due to the Supplier’s faults, the Ordering Party may – at its discretion – or cancel PO and return delivery to the Supplier at the Supplier’s expense or demand discount of % of the total value of defective Goods.
IV. SUPPLY DATES
- Supply dates are specified in the order and mean the date of Supply of the Goods to the place of delivery indicated in the order. These deadlines must be strictly adhered to.
- In the event of a threat to meet the Supply date, the Supplier is obliged to provide in writing or in the form of an e-mail the expected period of delay and the reasons for its occurrence. Lack of the above-mentioned prior information or providing information from which it follows that the Supply cannot be made on time or the date of its completion is at risk may be the basis for the Ordering Party’s withdrawal from the order, with the consequences resulting from point 4.11 of the GTCP.
- Partial deliveries require the consent of the Ordering Party. The Ordering Party determines their schedule (date and amount of a given Supply). In the case of partial deliveries as Agreement’s performance date shall be the date of the last partial delivery.
- In the case of partial deliveries, the Supplier’s delay in the execution of the next deliveries entitles the Ordering Party to withhold payment for deliveries already made until all due deliveries are made under the schedule. In this case, the Ordering Party shall not be in delay in payment.
- Delaying the execution of the delivery in its entirety results in the following discounts from the total value of the Order on the invoice, even if part of its implementation should be completed on time:
- 1 week – 5% discount
- 2 weeks – 10% discount
- 3 weeks – 15% or cancellation of the order by the Ordering Party.
- Unless otherwise agreed by the Parties in a specific case, the Supplier shall deliver the Goods with a best-before date not shorter than 95% of the maximum shelf-life provided for a given Good (use-by date or minimum durability date). In the event of shortening the shelf life of the delivered Goods, the Supplier shall compensate the Ordering Party for any losses.
- The delivery may be rejected by the Purchaser if:
- the specification or any of the required documents listed in the GTCP have not been attached to it;
- the delivery does not meet the packaging requirements set out in the GTCP;
- the goods do not meet the quality requirements set out in the GTCP;
- the delivery is partial, incomplete, or a substantial part of the goods is damaged or defective.
- A rejected delivery is considered failed, and its costs shall not be charged to the Ordering Party.
- The Supplier is liable for damages resulting from any delay, loss, or damage caused, among others, by improper labeling, packaging, or shipping identification
- The delivery of the ordered goods shall be deemed to have been made at the moment of faultless documented receipt of the delivery item by the Ordering Party in the place indicated in the order.
- The Supplier shall pay the Ordering Party contractual penalties:
- for withdrawal from the execution of the order by the Ordering Party for reasons attributable to the Supplier or for withdrawal from the execution of the order by the Supplier for reasons beyond the control of the Ordering Party – in the amount of 10% of the gross value of the subject of the order;
- regardless of the discounts specified in point 5.11. GTCP, for exceeding the delivery date in the amount of 0.1% of the gross value of the order for each day of delay;
- for a delay in removing defects found upon receipt of the subject of the order or during the guarantee and warranty period for defects in the amount of 0.5% of the gross value of the order under which the defective goods were delivered, for each day of delay, counted from the expiry of the deadline set by the Ordering Party for removal of defects.
- The Ordering Party can deduct the accrued penalties from the Supplier’s remuneration.
- In the event of the Supplier’s delay in performing the subject of the order or the Supplier’s failure to fulfill the obligation specified in point 4.2 of the GTCP, the Ordering Party may – without waiving the right to charge a contractual penalty and additional compensation – exercise one or more of the following rights:
- request the execution of the order in whole or in part;
- make a purchase from another Supplier at the expense and risk of the Supplier;
- withdraw from the order for reasons attributable to the Supplier without setting an additional deadline, with a written or e-mail notification to the Supplier. The e-mail notification is effective when the message is sent to the Supplier.
- The Ordering Party reserves the right to withdraw from the whole or part of the order not completed within the time limit specified in the order without the need to set an additional deadline or the obligation to pay any compensation. At the same time, the Ordering Party reserves the right to claim damages from the Supplier for improper performance of the order on general terms set out in the Polish Civil Code and reimbursement of costs incurred for substitute performance of the order.
V. NOTIFICATIONS OF SUPPLY
- The delivery is deemed to have been made when the goods are delivered to the warehouse of the Central Ordering Party, Pro Logis Park Hala DC4, Kopytów 44d in Błonie and the production warehouse in Czosnów (Pieńków 147) during the opening hours of the warehouses, i.e., in the case of the central warehouse 6:00 – 17:00, unless the parties agree otherwise, and the warehouse in Czosnów – 06:00 – 14:00.
- The Ordering Party allows the possibility of accepting delivery or loading outside the opening hours of the warehouses if it is previously agreed between the Parties.
- Upon delivery, the risk of loss, destruction, or damage to the Goods is transferred to the Ordering Party.
- Each delivery to the Ordering Party’s warehouse must be notified in advance by the Supplier not later than 2 business days before the planned delivery or loading. Notifications shall be submitted to the address email@example.com; firstname.lastname@example.org; email@example.com and to the attention of the person purchasing on behalf of the Ordering Party. The notification is considered effective only when it is submitted by e-mail.
- Delivery notification requires prior confirmation by the Ordering Party. This confirmation is understood as providing the Supplier with feedback containing an indication of the date and time of arrival for unloading and the notification number. Confirmation of the delivery notification will be sent by return e-mail to the Supplier within 1 business day from the date of receipt of the delivery notification.
- The delivery notification shall contain the following information in Polish and/or English:
- Supplier’s data (name; address; telephone; email) (concerns delivery and loading);
- Vehicle/trailer number
- Batch number
- Quantity of goods expressed in a unit (pcs, kg)
- Number and type of transport units (Big Bag, pallet)
- Lack of notification of delivery and loading or its confirmation in the manner specified above is the basis for refusal to accept the delivery and unloading of the Goods or loading of the Goods. In this case, after the arrival of the Supplier’s transport, DeCare will unilaterally set a new date and time for unloading.
VI. TERMS OF SUPPLY
- The Supplier’s transport is obliged to appear at the warehouse reception office 20 minutes before the scheduled time of delivery notification. If failure to appear at the appointed time or lack of documents/notification number, the Supply will be refused, except for cases justified in advance by the Supplier and obtaining approval by the logistics department.
- The Supplier is obliged to provide the following documents:
- bill of lading (e.g., Bill of lading, Packing list, stock issue confirmation, delivery note, etc.,
- commercial invoice,
- documents confirming that the product (Goods) is safe and meets the requirements of health quality, enabling identification of the batch of goods [Quality Certificate, Phytosanitary Certificate, Organic certificate, EUR 1, etc.] including documents accompanying the Supply:
- Identifiable stock issue confirmation document / DELIVERY NOTE / PACK LIST – must contain an annotation about the order number issued by DeCare Group Sp. z o.o. i Wspólnicy Spółka komandytowa – ZZ number and containing:
- name, address of the Supplier (or manufacturer or distributor),
- connection with the DeCare order number (in this case, the ZZ number),
- DeCare internal symbol number, name, quantity divided into batches of Goods,
- all information regarding the fulfillment of quality requirements as well as a description of the non-compliances,
- information on the expiration date/method of storage,
- signature of the Supplier’s authorized representative,
- Documents regarding the quality of the Goods and their packaging – unless the Parties expressly agree otherwise, they are:
- Declaration of compliance with the order,
- acceptance certificate,
- a written specification of the packaging used, stating that all materials used are approved for contact with food,
- declaration of conformity for packaging made of plastics approved for contact with food or declaration of conformity for other materials (except plastic) approved for contact with food,
- description of the weight control system,
- diagram of the production process with control and critical control points,
- analytical reports confirming the fulfillment of microbiological, physicochemical, and nutritional parameters listed in the specification,
- copies of required certificates, such as IFS/BRC/ISO/PASS/AIB – if applicable,
- copies of any other statements, e.g. Halal, kosher, gluten-free, non-GMO, etc. – if applicable,
- Quality Certificates identifying the delivered Good(s) and containing at least the following information: Best before date, laboratory tests performed or a statement confirming that the goods meet legal requirements – levels of pesticides, mycotoxins, heavy metals, microorganisms,
- Phytosanitary certificate,
- other document confirming the quality of the delivered goods, containing:
- name and address of the Supplier (or manufacturer or distributor),
- connection with the Ordering Party’s order number (in this case, ZZ number),
- Ordering Party’s internal symbol number, name and quantity divided into batches of Goods,
- all information regarding the fulfillment of quality requirements, as well as a description of the non-conformities,
- information on the expiry date and method of storage,
- declaration of compliance with the requirements of the order,
- signature of an authorized representative of the Supplier, Office,
- Documents regarding the quality of the Goods and their packaging – unless the Parties expressly agree otherwise, they are:
3. The Supplier also undertakes to provide other necessary documents required to placing on the market, marketing use and storage these Goods for their intended purpose.
4. The Supplier is obligated to mark the Goods with a logistic label and unit labels containing at least the manufacturer’s data, production date, best-before date, batch number, product description, country of origin, net content, declaration of allergens, composition, and method of storage.
5. The Goods delivered will have identification marks (recommended labels following the GS1 standard), batch numbers, or other serial marks following the accompanying Supply documents enabling free identification.
6. The Supplier guarantees that all goods covered by the Supply have been made in accordance with applicable regulations and standards and that it has all the necessary approval, permits, and certificates enabling them to be placed on the market and used for their intended purpose. At the Ordering Party’s request, the Supplier shall present the required approval, permits, certificates or other documents confirming the proper performance of the above obligations in a copy certified by the Supplier as a true copy.
7. Goods must be delivered in packaging appropriate for a given type of goods (collective packaging, doypack, big bag) on a certified carrier, i.e.:
- * EURO pallet 800 x 1200,
- *industrial pallet 1000 x 1200
- *American palette 1000 x 1200
- *CHEP pallets (800 x 1200, 1000 x 1200)
- guaranteeing its safe and damage-free unloading and storage.
8. The height of pallets must be at most 170 cm (unless the parties agreed that the required value may be exceeded only in justified cases after consultation with the logistics and operations manager or the head of the quality department).
9. The following shall not be allowed:
- deliver goods without a carrier (pallet) – except for agreed container goods,
- delivery of goods on damaged carriers,
- stacking big bags on a semi-trailer of the car,
10. delivery of goods with a unit weight more than 1100 kg, Disposable pallets cannot be exchanged upon delivery or loading
VII. SAFETY REQUIREMENTS
- The Supplier/carrier is obliged to comply with the warehouse employees’ recommendations regarding the procedures and safety of unloading, e.g. use a reflective vest and wedges during loading/unloading operations.
- Failure to comply with the warehouse employees’ recommendations regarding procedures and safety may result in refusal to accept the delivery.
- The Supplier undertakes to use all available means of securing the goods (transport belts, anti-slip mats, bumpers ) to ensure the safe unloading of the goods.
- The Supplier shall provide appropriate transport conditions based on the requirements and categories of the delivered Goods, i.e.,
- ensure the proper technical condition of the vehicle – tightness of the semi-trailer, no damage to the floor of the car preventing safe unloading of the goods,
- will provide transport at a controlled temperature (if required),ensure appropriate conditions inside the semi-trailer (meeting sanitary and hygienic requirements for food transport) – no foreign smells, excessive dust, unwanted moisture, mold, or presence of pests.
- All costs incurred as a result of non-compliance with the procedures of the Ordering Party shall be borne by the Supplier and, at the same time, constitute the basis for refusing to unload.
VIII. GUARANTEE AND WARRANTY
- The Supplier ensures that the delivered Goods will comply with the specification, be of good quality, and be free from defects.
- Completion of the order causes the Supplier to grant a guarantee and warranty for the delivered Goods for the period of their shelf-life or their minimum durability, and if they have not been specified – for a year from the delivery. Liability under warranty is in accordance with the provisions of the Polish Civil Code. The Parties hereby exclude the application of Art. 563 Polish Civil Code in their mutual relations.
- The Goods delivered to the Ordering Party are subject to verification of their compliance with the order and delivery documentation. The „non-compliance” of the delivery shall be understood in particular as any qualitative and quantitative discrepancies of the delivered Goods with the provisions of law and the Supplier’s guarantees.
- If the delivered goods have obvious defects (visible at the time of delivery – e.g. damage or soiling of the packaging, or if the quantity, type or quality of the Goods that can be determined organoleptically will not be consistent with the transport documents/order, the Ordering Party, at its own discretion: will mark the above discrepancies in the transport documents (writing a discrepancy report) or refuse to accept the Goods in the warehouse. In the event of refusal to accept the goods due to the above discrepancies, all costs of return transport shall be borne by the Supplier.
- Any physical defects of the Goods that cannot be detected organoleptically upon delivery of the Goods may be reported by the Ordering Party until the expiry date of the Goods or their minimum durability, and if this date is not indicated by the Supplier within a year of delivery. In such a case, the Supplier is obliged to provide an immediate response, not later than within 2 business days from the date of notification, containing proposals for security measures (replacement, delivery, return). The final choice of proposed actions belongs to the Ordering Party, who shall notify the Supplier of its decision within 2 business days. The Parties shall agree on the final date for the Supplier’s fulfillment of the above-mentioned claims, no longer than 3 business days from above-mentioned notification.
- In the absence of the arrangements referred to in point 8.4. and 8.5. above, any defects found upon receipt and during the warranty period shall be removed by the Supplier within the time limit set by the Ordering Party. The Ordering Party reserves the right to return all defective Goods at the Supplier’s expense or to request their replacement with new ones. The Supplier shall take all necessary steps to ensure that defective Goods are replaced at its own expense with due diligence. If the Supplier fails to remove the reported defect within the prescribed period, the Ordering Party may remove the defect in Supplier’s place, at the Supplier’s expense. The above shall not affect the Ordering Party’s rights regarding contractual penalties, supplementary compensation, and suspension of payment of the Supplier’s invoices, as well as shall not release the Supplier from liability under the guarantee.
- In the case of a dispute concerning the quality of the Goods , the Parties shall recognize the results of tests of the Goods performed by laboratories accredited by the Polish Center for Accreditation. In the event of divergent results of tests of the Goods commissioned by the Supplier and the Ordering Party, the Supplier is entitled to take samples of the Goods at the Ordering Party’s seat and order further tests. If the defects of the Goods are confirmed, the Supplier shall replace the Goods with a Goods free from defect within 7 business days of receiving the test results. The costs of re-examination and replacement of the Goods shall be borne entirely by the Supplier.
The prices stated in the order are fixed and are not subject to change and include
- proper packaging of goods and pallet – packaging in accordance with EU standards for food products (spacer, pallet, etc.),
- ordinary protection of the Goods for the duration of transport;
- costs of transport of the Goods to the place of delivery at the Supplier’s expense, unless otherwise agreed at the time of arranging the terms of delivery;
- costs of loading, transport, insurance fees or taxes other than VAT.
- Provided that the delivered Goods and invoice comply with the specification and clauses of the order, payments shall be made by the Ordering Party in the form of a transfer to the Supplier’s account indicated in the invoice within the time limit set in the order. The date of payment is the date of debiting the Ordering Party’s bank account.
- A change of the Supplier’s bank account number requires notification by registered letter with return receipt requested, courier service, registered letter or a letter delivered to the Ordering Party in person with return receipt requested. The Ordering Party shall not be liable for any delay in payment caused by the failure to provide information about the new bank account in the manner described in the previous sentence. The Ordering Party shall not be liable for payment to an incorrect or outdated bank account if it was the account indicated in the agreement or on the invoice and the Supplier did not inform about the change of the account in the form as above – payment to the account indicated in the contract or on the invoice exhausts the Ordering Party’s liability for payment.
- The Ordering Party’s delay in payment of the price entitles the Supplier to claim from the Ordering Party only statutory interest for delay in commercial transactions .
- In the case of partial deliveries of the Goods, settlements for the Goods will be made on a monthly basis (one invoice for the Goods delivered in a given month).
- The Ordering Party hereby agrees that Supplier’s invoices for the Goods will be issued in electronic form. Invoices in electronic form will be sent by the Supplier from e-mail addresses on the Supplier’s domain.
- If the Supplier fails to deliver the documents referred to in point 5.7 and 5.8. of the GTCP together with the Goods , the date of payment for payment of the sale price shall be counted from the date of delivery of the last of these documents to the Ordering Party.
- If the delivered Goods, upon their acceptance, turn out to be damaged, incomplete or otherwise defective, the date of payment for payment of the sale price shall be counted from the date of replacement of the Goods free from defects.
- In relation to the execution of the Purchase Order, the Supplier undertakes to manage its activities in compliance with principles, values of good commercial practices, sustainability, fair trade and undertakes:
- not to use or support the use of child labor and forced labor;
- to ensure equal opportunities, freedom of association, and promotion of the development of everyone;
- to oppose the use of corporal punishment, mental or physical coercion, or verbal abuse;
- to comply with applicable laws and industry standards on working hours and to ensure that wages shall be enough to meet the basic needs of personnel;
- to establish and maintain appropriate procedures to evaluate and select suppliers and subcontractors based on their commitments to social and environmental accountability;
- – not to tolerate corruption in any way, shape, or form in any jurisdiction, even if such activities are allowed, tolerated, or non-prosecutable;
- to assess and reduce the environmental impact of its Goodss and services throughout their entire life cycle;
- to use material resources responsibly in order to achieve sustainable growth that respects the environment and the rights of future generations;
- to ensure that any subcontractors and suppliers comply with the same conduct established above and to regularly oversee observance of said obligations.
- The Supplier acknowledges that the Buyer has the right, at any time, to verify, either directly or through third parties, compliance by it with the obligations herein undertaken.
- Any information obtained by the Supplier in connection with the execution of the order, including in particular any organizational, commercial and technical information concerning the Ordering Party and not made publicly available, shall be considered by the Parties as confidential information and as such shall 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 Supplier undertakes to treat as confidential information regarding the volume of trade, applied prices, discounts, product specifications, logistic agreements, technological data under pain of withdrawal by the Ordering Party from the order for reasons attributable to the Supplier.
- The Supplier hereby declares that it will not use confidential information for purposes other than for the execution of the order and that it will provide such information with adequate protection appropriate to its confidential nature. The obligation to keep the information confidential remains in force after completion of the order and may be waived only upon written consent of the Ordering Party under pain of invalidity.
- Any disputes regarding property rights that may arise in connection with the conclusion, performance or termination of the agreements in accordance with the GTCP shall be resolve by the Court of Arbitration at the Chamber of Commerce and Industry in Krakow, in accordance with the rules of this court.
- The Court of Arbitration at the Chamber of Commerce and Industry in Kraków is also competent to settle disputes regarding the validity or effectiveness of the agreements and to settle disputes regarding the validity or effectiveness of this arbitration clause.
- The Court of Arbitration at the Chamber of Commerce and Industry in Kraków shall adjudicate in the cases referred to in point 12.1 and 12.2 based on the substantive law in force in Poland.
- The Court of Arbitration at the Chamber of Commerce and Industry in Kraków shall adjudicate in a panel of one arbitrator.
XIV. FINAL PROVISIONS
- In the case of extending the scope of the order, the Supplier shall deliver additional goods on commercial terms applicable to the execution of a given order (unit prices, discount).
- The Supplier shall indemnify the Ordering Party from any liability for any claims of third parties in connection with the goods, parts, and materials supplied on the basis of a patent, license, or registered designs. In the case of proceedings conducted in relation to such claims, the Supplier shall provide direct defense of the Ordering Party at its own expense.
- Without the prior written consent of the Ordering Party, the Supplier shall not be entitled to transfer to another person or encumber the rights arising from the execution of the order.
- The GTCP constitute an integral part of the order placed with the Supplier by the Ordering Party. In the event of contradictions or discrepancies, the content of the order shall prevail. The GTCP exclude the application of any other general terms and conditions of sale by the Supplier. Deviations from the GTCP require the written consent of the Ordering Party granted by expressly authorized person. The application of Art. 3854 1 of the Polish Civil Code is excluded.