Elbląg, 1 January 2020.
General Terms of Purchase
in force at MEBLE WÓJCIK Spółka z ograniczoną odpowiedzialnością [limited liability company] based in Elbląg, ul. Mazurska 45 (82-300), entered into the Register of Entrepreneurs of the National Court Register under number 0000250772, share capital PLN 1 575 000.00, whose files are kept in the District Court in Olsztyn, VIII Commercial Department of the National Court Register, NIP (Tax ID) 5782921164, REGON 280087998.
These General Terms of Purchase, hereinafter referred to as “GTP”, constitute the general terms and conditions of agreements within the meaning of art. 384 of the Civil Code and are applied by Meble Wójcik Sp. z o.o. based in Elbląg, ul. Mazurska 45 (82-300), hereinafter referred to as “MW”.
The GTP constitute an integral part of the agreements concerning the purchase by MW of Goods, Services or Work, hereinafter also referred to collectively as "Products", regardless of the form in which these agreements have been concluded, and are binding on both Parties unless they expressly agree otherwise in writing under pain of invalidity.
The following purchase items are understood as Goods in the GTP document:
- Equipment, which includes tools, storage and warehousing systems, furnishings, office equipment, devices, means of transport, industrial goods.
- Stocks, which include production materials, loading materials, finished products, semi-finished products and components, building materials, consumables, spare parts, food products.
The following purchase items are understood as Services in the GTP document:
Services performed in respect of real estate, means of transport, installations – fixed assets, equipment maintenance and repair services, transport services of stocks and equipment, installation maintenance and repair services, as well as business travel services.
The following purchase items are understood as Work in the GTP document:
Project services, the subject of which is not the provision of services, but a single performance of a specific work, e.g. drawing up a financial analysis of the company or drawing up a legal opinion.
§ 1. SCOPE OF APPLICATION. CONCLUSION OF AND AMENDMENTS TO THE AGREEMENT
1. The GTP shall apply if no other provisions excluding or limiting the GTP are agreed between MW and the Product Supplier in writing under pain of nullity, however, unless it is explicitly stated that the GTP shall not apply in full, the GTP shall apply to the extent not covered by specific written arrangements between MW and the Supplier.
2. The GTP constitute an integral part of the Product purchase agreement concluded between the Supplier and MW. An Order cannot be accepted by the Supplier implicitly. Confirmation of acceptance of an Order is tantamount to conclusion of an agreement and acceptance of these GTP.
3. Acceptance of an order should be confirmed by the Supplier in writing or at the indicated e-mail address, not later than within 3 working days from the day of its submission by a representative of MW (in case of materials and services needed directly for MW’s production).
4. The Product purchase agreement shall be concluded on the basis of a submitted Order if the Supplier confirms acceptance of the order within the time limit and in the manner described in item 3 of this section.
5. Unless the Supplier confirms an Order in whole or in part in the manner specified above or refuses to complete it within the time limit and in the manner described in item 3 of this section, MW may at its discretion:
a) state that the Order has been accepted for execution on the terms specified in the Order, or
b) cancel (renounce) the Order in whole or in part within 3 business days from the date of placing the Order by MW, without the need to obtain the Supplier's consent. An order may only be cancelled in writing.
6. By confirming an Order, the Supplier declares that it has familiarised itself with the contents of the Order and its appendices, including these GTP, accepting them in their entirety, as well as that the Order and its appendices are accurate and sufficient to deliver the ordered Products, in accordance with the above-mentioned documents, especially in terms of quantity, quality and within the indicated time limits.
7. Each Order placed should contain the following data:
a) MW data,
b) Name of the Product (Goods/Service/Work),
c) Additional terms or parameters of the goods or service, if required,
e) Desired Order completion date,
f) Delivery terms – method and indication of the payer of transport costs and possible insurance,
g) Place of delivery,
h) Telephone number and e-mail address of the person conducting the purchase.
8. If an Order has been accepted by the Supplier subject to changes or supplements, in the absence of immediate confirmation of such changes or supplements by MW, the Order shall be deemed not accepted.
9. If a supply agreement has been concluded as a result of the Supplier's acceptance of the Order (hereinafter also referred to as "Agreement"), and if the confirmation of acceptance of the Order has been made in accordance with the GTP and the contents of the Order, the Agreement shall be deemed concluded on the day of placing the Order.
10. Amendments to the Agreement shall be made in writing, otherwise being null and void, with the consent of both parties, it is permissible, however, with the same effect, to exchange clearly unambiguous and uniform confirmations of the content of the agreed amendment to the Order, using e-mail addresses between representatives of the parties entitled to place/accept the Order, respectively.
11. The GTP may form part of the Parties' written agreement concluded in a procedure other than the Supplier's acceptance of the Order, in particular an agreement concluded by signing by the interested Parties. In such a case, the GTP shall apply to the extent not covered by the content of such an agreement, with precedence for the provisions of the agreement.
§ 2. EXECUTION OF THE SUBJECT OF THE AGREEMENT. DELIVERIES AND DELIVERY TIMES. GOODS.
1. Movable items (i.e. Goods), Services, Products or Works, purchased by MW and being the subject of the Agreement (hereinafter referred to as Subject of the Agreement) shall be delivered and performed in accordance with the contents of the Order. Unless expressly agreed otherwise in the contents of the Order, the obligation and cost of transport to the place of Order completion, loading, unloading, insurance, packaging and other similar costs relating to the Subject of the agreement shall be borne by the Supplier and the remuneration payable to the Supplier shall include all costs necessary for proper performance of the Order.
2. The Supplier declares that the Goods/Services/Works ordered and delivered to MW will be free from physical and legal defects, and will be in accordance with applicable technical and technological standards, as well as product safety standards. If the subject of the Order are goods manufactured on the basis of documentation, designs, etc. agreed upon or provided to the Supplier, the Supplier also undertakes to deliver the Goods/Services/Works made in accordance with the documentation or designs provided.
3. By accepting these GTP, the Supplier declares that the Subject of the Agreement will meet the requirements indicated in the Order in all aspects, as well as any further requirements of the GTP, as well as the requirements specified in the generally applicable provisions of Polish law and European Union law, necessary for the Subject of the Agreement to be allowed to trade or used for its intended purpose, or to be deemed properly performed in Poland and in the territory of each Member State of the European Union.
4. The Supplier undertakes that in the performance of the Order, it will act in accordance with the applicable laws, its actions will not violate the rights of third parties, including in particular copyright and industrial property rights. In the event that legal regulations require the permissions/decisions of a competent state authority or the consent of third parties, the Supplier undertakes to obtain them by its own efforts and at its own expense.
5. The Supplier undertakes to provide MW with all information, as well as decisions, consents, certificates and attestations required by legal regulations, especially those proving that the Goods meet the technical and technological standards applicable to the ordered goods, immediately but not later than within 7 days from the day of receiving a request from MW, but in any case not later than on the day of delivery. The above mentioned documents shall be provided in originals or certified copies.
6. MW shall be entitled to carry out an audit (inspection) at the Supplier's premises to the extent necessary to determine the course, execution, compliance of the Order execution by the Supplier, as well as to inspect the goods delivered to the Supplier or their batches, however MW shall not be obliged to carry out such activities in any way.
7. Either non-performance or performance of the rights specified in the previous item by MW shall not limit or exclude the rights vested in MW under the Civil Code or the provisions of this GTP related to defects of the goods delivered.
8. Together with the delivery of the Products, the Supplier undertakes to provide MW with the following documents:
(a) Proof of release of the goods (delivery note),
(b) Shipping specifications,
(c) Any other required or needed documents.
9. The subject of the agreement, in particular the Goods shall be packed in a way that guarantees their safe and proper delivery to MW. Packing the Subject of the Agreement in a manner inconsistent with the provisions of the previous sentence is a defect of the Subject of the Agreement, and the Supplier shall be obliged to remove it at its own expense and effort.
10. Delivery of the Goods must be consistent with the contents of the Order, especially in terms of quantity, quality and the documentation, designs or specifications provided, if such are provided for and required.
11. If the Order is completed in part or in whole, the Supplier shall be deemed to have accepted the Order and these GTP.
12. The delivery shall be deemed to have been completed on the date when the Supplier delivered the Goods to MW in accordance with the Order and its appendices, meeting the quantity and quality requirements, and when the Goods were accepted by MW – whichever of the above mentioned dates comes first.
13. Delivery of the Goods covered by the Order must take place on the date (on the specific day) and in the quantities specified in the Order or its appendices. Delivery of the Goods by the Supplier before the date specified in the Order or in quantities inconsistent with those specified in the Order may take place only upon prior express consent of MW. If the Goods are delivered before the date specified in the Order or its appendices or in quantities other than those specified in the Order or its appendices, without MW's prior consent, MW shall be entitled to refuse acceptance of the Goods and to demand a new delivery within the deadline or in quantities specified in the Order or its appendices.
14. A proof of the Supplier’s completion of delivery shall be a written proof of delivery of the Goods, not containing any reservations or comments (e.g. waybill, delivery note, acceptance protocol).
15. Quantitative acceptance of the Goods shall be carried out at delivery, however, if quantitative acceptance of the Goods at such time is not possible or is excessively difficult, in particular due to the specification of the Goods or the manner of their packing, quantitative acceptance shall be carried out by MW within 10 days from the delivery date. The Goods shall be delivered to MW to the place indicated in the Order. The Goods shall be delivered in parts if the Parties so agree or the Order so provides.
16. The risk of accidental loss or damage to the Goods shall be transferred to MW at the moment of confirming their acceptance. MW has the right to refuse to accept the whole or part of the Goods, if during the acceptance made at the time of delivery MW finds quality defects or quantity inconsistency with the parameters specified in the Agreement, or other breach of the Agreement, including in particular breach of packaging.
17. If a quality defect and/or quantitative shortage of the Goods is found during the acceptance activities, the Supplier shall be obliged to deliver the Goods free of defects and/or supplement the quantity of the Goods within 5 (in words: five) working days. If acceptance is made after delivery, the Supplier shall be obliged to collect the defective Goods within 10 working days from the date of notification. In case of failure to collect the Goods – MW shall be entitled, at the sole expense and risk of the Supplier, at their own discretion, to send back the defective Goods to the Supplier or to deal with them in any other way, depending on the circumstances (e.g. – in whole or in part – sell, dispose of, deposit, refuse to accept, withdraw from the Order, etc.).
18. If the quantity of the delivered Goods is higher than specified in the Agreement and the quantitative acceptance took place after the delivery, the Supplier shall be obliged to collect the surplus within 10 working days from the date of notification, otherwise the provisions described in the last sentence of the preceding item (17) shall apply.
§ 3. EXECUTION OF THE SUBJECT OF THE AGREEMENT. DELIVERIES AND DELIVERY TIMES. SERVICES AND WORK.
1. The Service or Work Supplier shall notify MW of its readiness to proceed with the delivery and acceptance activities in writing or to the e-mail address of the MW representative indicated in the Order. The MW representative shall be obliged to start the delivery and acceptance activities of the completed Service within 15 working days from the notification, unless MW indicates another date.
2. Confirmation of the performance of the Service/Work shall be made in the delivery and acceptance protocol.
3. The Service/Work shall be deemed to have been performed in accordance with the Agreement upon signing the delivery and acceptance protocol by a representative of MW with the clause "no reservations". The clause does not exempt the Supplier from liability for defects and/or faults which become apparent after acceptance. If it is necessary for the Supplier to prepare documentation for the performance of the Service/Work, the Supplier shall be obliged to provide the documentation at the latest upon signing the delivery and acceptance protocol.
4. The delivery and acceptance protocol signed by both parties with the "no reservations" clause is the basis for the Contractor to issue a VAT invoice including remuneration.
5. The basis for signing the delivery and acceptance protocol is an inspection at the place of performance of the Service/Work, if the nature of the Service/Work allows it. If, due to the nature of the Service/Work, the inspection cannot be carried out – the basis for signing the delivery and acceptance protocol is a report prepared by the Supplier together with a documentation on the performance of the Service/Work, if such a documentation is prepared. The inspection shall be carried out on the day of signing the delivery and acceptance report, unless the parties agree to carry it out at another time.
6. If during the inspection or examination of the Supplier's report or documentation defects and/or faults are found, MW shall set the Supplier a 3-day period for their removal. After the ineffective expiry of this period, MW shall be able, at their own discretion, at the Supplier's expense and risk, to: (a) refuse to accept the Service/Work if the defects are material and withdraw from the Agreement for reasons relating to the Supplier, (b) or accept the Service/Work in which the defect has not been removed and relatively reduce the remuneration, (c) demand reperformance of the Agreement.
§ 4. PRICE AND INVOICING
1. Unless otherwise expressly and unambiguously specified in the contents of the Order, the price(s) specified in the Order are NET prices and include all costs related to the performance of the Order, including packaging, transport, customs, taxes (excluding VAT), insurance of goods (for the time of transport) and may not be increased.
2. In case of settlements in foreign currency (other than PLN), payments for the Goods/Service/Work shall be made in the following manner:
(a) Net foreign currency amount,
(b) VAT amount in PLN.
3. The prices covered by the Order are fixed (lump sum) and may not be increased. The Supplier undertakes to execute the order at the prices specified therein.
4. A VAT invoice and a correcting invoice must be issued in accordance with the tax law applicable in the Republic of Poland and shall contain the following data:
(a) MW Order number,
(b) If there is no system number of the Order, clearly indicate the ordering person on the part of MW,
(c) Numbers of the delivery confirmation documents and/or date of signing of the delivery and acceptance protocol for the Service/Work,
(d) Description of the Goods/Services/Work according to the nomenclature (name of the subject of the Agreement) used in the Agreement.
(e) The Supplier’s account number according to the notification to the White List of VAT Tax Payers.
5. The payment deadline of the invoice for delivered Goods/Services/Work shall be counted from the date of effective delivery of the invoice to MW. The MW’s payment period is 30 days from the day of receiving the invoice.
6. In case of deliveries of Goods, the Supplier shall send a VAT invoice immediately after the Goods are issued to the carrier.
7. The invoice – regardless of the place of delivery – shall be sent by registered letter with confirmation of receipt to the following address: 82-300 Elbląg, Poland, ul. Żuławska 18, unless a Statement of consent to the sending of invoices in electronic form has been signed, then an e-invoice or a link to it will be sent to the e-mail address: firstname.lastname@example.org.
8. The invoice cannot be sent together with the Goods from the Order. It should be sent in accordance with the preceding item.
§ 5. DUE DILIGENCE – VAT
1. This sections regulates the desired course of action by Suppliers in the context of mitigating the risk of including MW in the supply chain of goods involved in VAT fraudulent activities.
2. The acceptance of an Order is tantamount to:
2.1. Confirmation by the Supplier being an active VAT taxpayer that the Supplier is listed in the register in the Tax Portal of the Ministry of Finance [https://ppuslugi.mf.gov.pl/_/],
2.2. Confirmation by the Supplier that the Supplier is listed in one of the following registers:
(a) Central Business Register and Information – CEIDG [https://prod.ceidg.gov.pl/CEIDG/CEIDG.Public.UI/Search.aspx],
(b) National Court Register – KRS [https://ekrs.ms.gov.pl/web/wyszukiwarka-krs],
(c) VAT Information Exchange System – VIES [http://ec.europa.eu/taxation_customs/vies/?locale=pl],
2.3. Confirmation by the Supplier that the Supplier is not included in the list of unregistered entities, deleted entities or those restored to the register as VAT payers [http://www.mf.gov.pl/krajowa-administracja-skarbowa/dzialalnosc/wykaz-podmiotow-niezarejestrowanych-oraz-wykreslonych-i-przywroconych-do-rejestru-vat].
3. The Supplier is obliged to provide a Certificate of Tax Residence in the case of the provision of services listed in the Act on Corporate Income Tax of 15 February 1992, Art. 21.
4. The Supplier shall be obliged to provide a confirmation of payment of the guarantee deposit in case of sale of the goods mentioned in the Act of 11 March 2004 on Value Added Tax, legal status as of 2 January 2019, Appendix No. 13.
(a) The Supplier shall be obliged to indicate on sales invoices the bank accounts reported to the National Revenue Administration.
(b) Before the commencement of the cooperation and in case of further cooperation after the end of each quarter of the year, the Supplier shall deliver to MW:
- A statement of no arrears with payments of public law liabilities, or
- ZAS-KP certificates from the Tax Office,
- Required concessions, licenses, etc., needed to perform the services as required by law.
(c) By accepting an order the Supplier declares and confirms that:
- There are no customs and fiscal proceedings in progress against the Supplier's company, covering the issues of exercising due diligence in selection of suppliers or enforcement proceedings resulting therefrom;
- The Supplier's company exercises due diligence in selection of its contractors in terms of VAT fraudulent activity;
- Sales invoices issued by the Supplier will be included in the sales register kept for VAT purposes and the due VAT shall be settled in the VAT return.
5. The Supplier undertakes to notify MW about each change of circumstances specified in the present section immediately (not later than within 3 working days counted from the moment they occur).
6. Violation by the Supplier of the obligations set out in items 3, 4a, 4b or making false statements under item 4c shall entitle MW to immediate termination (withdrawal) of the Agreement in whole or in part, including to cancellation of the Order in whole or in part. MW may exercise the right to withdraw from the Agreement or cancel the Order within 3 months from the date of becoming aware of the reason for withdrawal.
§ 6. CONTRACTUAL PENALTIES
1. If the delivery of the Products is delayed in relation to the dates specified in the Order or its appendices, MW shall be entitled to calculate and charge the Supplier with a contractual penalty in the amount of 2% of the net price value (i.e. the price for all Products comprising the subject of the Order) indicated in the content of the Order, for each commenced day of delay.
2. Settlement of penalties for non-performance or improper performance of the Order shall be made on the basis of a debit note.
3. Irrespective of the rights vested in MW under relevant provisions of law or the Order and its appendices, in case of delay in delivery of the Goods/Services/Work covered by the Order by more than 2 working days in relation to any of the delivery dates indicated in the Order or its appendices, MW shall be entitled to withdraw from the Order in whole or in part. MW may exercise the right to withdraw from the agreement within 14 days from the day the delay arises.
4. The Supplier shall pay MW a contractual penalty in the amount of 25% of the Order value (total net price for all Goods/Services/Work ordered), if MW withdraws from the agreement due to circumstances attributable to the Supplier.
5. Payment of the contractual penalties specified in this section shall not deprive MW of the right to claim damages transferring the amount of the reserved penalties.
§ 7. LIABILITY. DAMAGES AND COMPLAINT PROCEDURE
1. The Supplier shall grant MW a quality guarantee for the Goods delivered to it for the period of 24 months from the day of their receipt by MW. Granting the guarantee does not exclude the Supplier's liability by virtue of the warranty specified in the Civil Code, GTP or in the Agreement. MW, at its own discretion, may assert its rights under warranty or guarantee on the principles set out in the Agreement or in the GTP or on the principles resulting from the Civil Code.
2. The guarantee shall cover all defects and faults that appear during the guarantee period in the Goods delivered to MW.
3. Guarantee (complaint) claims shall be submitted to the e-mail address of the Supplier's representative indicated in the Order. Complaints may also be submitted in electronic form and by fax to addresses or numbers used by the Supplier in its business activity.
4. Using the warranty, MW may, at its discretion, either withdraw from the Agreement in whole or in part (if the defect concerns a part of the Subject of the agreement) or demand that the Supplier reduces the price proportionally to the extent the defect limits the usefulness or usability of the Subject of the agreement for MW, in particular taking into account the purpose of concluding the agreement by MW.
5. The submission of a complaint by MW shall be deemed to be a warranty submission, unless the content of the complaint request states otherwise.
6. Each complaint submitted during the warranty and/or guarantee period shall extend the warranty and/or guarantee periods by the time counted from the date of submission to the date of removal of the reported defect/fault. If the Subject of the Agreement has been replaced, the warranty and guarantee for such Subject shall run from the beginning of the date of its replacement.
7. The Supplier shall be obliged to cover for the benefit of MW all damages and losses from any claim arising from the production, sale or use of goods due to improper or improperly delivered goods.
8. The Supplier shall be liable for any damage, both to person and property, caused by goods supplied to MW or to a third party, caused, inter alia, by errors in documentation, design or improper manufacturing method, as well as defects in the material used to manufacture the goods, in accordance with the law and jurisdiction of the country where the damage occurred.
9. The supplier shall be obliged to provide MW with legal protection by providing all necessary documents, evidence and to indemnify MW against any costs resulting from such claims.
10. The Supplier shall address the MW’s complaint within 10 working days counted from the day of its delivery to the Supplier. Lack of a written position of the Supplier within such a period of time shall be tantamount to recognition of the submitted complaint in its entirety.
11. Under the guarantee, the Supplier undertakes, within 7 days of receipt of the complaint and at the Ordering Party's choice, to (1) rectify the defects found, (2) deliver defect-free items, and if it is not possible to deliver defect-free items, to (3) reduce the price.
12. In case of failure to perform the guarantee obligations within the time limit specified in the preceding item, MW shall be entitled to demand payment of a contractual penalty in the amount of 2% of the net price value (for all Products specified in the Order) for each day of delay in performance of those obligations. MW may claim damages transferring the amount of reserved contractual penalties on general terms.
§ 8. WITHDRAWAL
1. Regardless of other cases specified in the Agreement, the GTP and legal regulations, MW may withdraw from the Agreement also in case at least one of the following circumstances occurs: (a) The Supplier is in delay with the delivery of whole or part of the Subject of the agreement or Order by at least 14 days, (b) The Subject of the agreement is defective or otherwise not in accordance with the Agreement, (c) The Supplier has not considered the complaint in the manner or within the period indicated in these GTP. In such a case, MW may, at its own discretion, submit a declaration of withdrawal from the Agreement in its entirety or a declaration of withdrawal from the Agreement in part in connection with the defective Subject of the agreement.
2. The declaration of withdrawal from the Agreement must be made in writing under pain of nullity. For such a declaration to be effective, it is not necessary to address any other declarations or calls to the Supplier in advance.
3. MW may exercise its right of withdrawal within 3 months from the date when withdrawal becomes possible.
4. Withdrawal from the Agreement shall not limit or nullify any rights of MW related to non-performance or improper performance of the Agreement by the Supplier both before and after the day of withdrawal, and in particular the withdrawal from the Agreement shall not constitute circumstances or grounds justifying the Supplier's evasion of the compensation liability towards MW, which in particular shall also concern the right to contractual penalties referred to in the Agreement and the GTP.
§ 9. INTELLECTUAL PROPERTY RIGHTS
1. Any drawings, documentation, guidelines or any other technical information provided to the Supplier in order to carry out deliveries or execute the Order shall remain the property of MW and may be used only for the purpose of executing the Order by the Supplier.
2. The Supplier shall ensure supervision over the provided documents in such a way as to control the distribution of documents and their return on demand of MW. The Supplier undertakes not to use them for the benefit of third parties.
§ 10. FORCE MAJEURE
1. Force majeure is an extraordinary, external and unavoidable event, which could not have been avoided even with the Parties' maximum diligence, reasons that could not have been taken into account when concluding the Agreement, such as fire, war, government decision, general strike, insurrection or riots, blackout, when the Supplier's ability to deliver or the MW's ability to receive the delivery is generally hindered.
2. Both Parties shall be released from liability for non-performance or improper performance of the Subject of the agreement to the extent it was caused by force majeure.
3. A Party shall have the right to cancel the Order in part or in whole, with respect to deliveries that would take place during the period in question. Each Party is obliged to immediately notify the other Party of the occurrence of force majeure circumstances.
§ 11. LAW AND JURISDICTION
1. The Order and the Agreement are governed by the law of the Republic of Poland.
2. Any disputes that may arise in connection with the execution of the delivery, including in particular liability for the Products, liability for non-performance or improper performance of the Order, defects in the goods, contractual penalties, etc., shall be considered by a Polish common court of general jurisdiction for the seat of MW.
§ 12. SEVERABILITY
1. The Parties declare that if any provision of the Agreement or of these GTP is found to be invalid or ineffective by operation of law or a final judgment of any administrative authority or court, the remaining provisions of these GTP or the Agreement shall remain in force.
§ 13. CLASSIFIED INFORMATION
1. All information: (a) received by the Supplier due to the conclusion of the Agreement with MW or developed by the Supplier for MW under the Agreement as well as indicated in the Agreement, (b) concerning MW, MW's activities as well as third parties remaining in any legal or factual relations with MW, acquired by the Supplier during the term of the Agreement or in connection with its performance, (c) concerning MW defined as a corporate secret in accordance with generally applicable law, even if MW has not taken action against the Supplier to maintain its confidentiality, (d) defined as Confidential Information in accordance with the provisions of the GTP and the relevant provisions of the law indicated therein, shall be treated by the Parties as classified Information ("Classified Information").
2. The Supplier undertakes to properly secure all information received from MW, in particular the carriers containing the Classified Information, not to disclose the Classified Information to third parties, and bears full responsibility in case of its disclosure, on the principles described in the Agreement, the GTP and legal regulations.
3. The Supplier undertakes not to use the information provided by MW, in particular the Classified Information for any purpose other than the performance of the Agreement, unless MW gives its prior consent for its wider use in writing under pain of nullity (to the extent that MW is able to effectively grant such consent).
4. Materials and information received by the Supplier, or in any way produced by the Supplier in the course of or in connection with the performance of the Agreement, including in particular any carriers containing the Classified Information shall be returned to MW upon completion of the execution of the Agreement, unless the Parties agree otherwise in writing under pain of nullity.
5. The above provisions shall apply directly to the subcontractor employed by the Supplier in accordance with the Agreement, even if the subcontractor was employed with the consent of MW. The Supplier is also responsible for the performance of these obligations for MW by the subcontractor.
6. In the event of failure to perform or improper performance of any of the obligations set out in item 2, item 3 or item 4 of the present section, MW may demand from the Supplier to pay a contractual penalty in the amount of PLN 50 000 (in words: PLN fifty thousand 00/100) for each infringement. Contractual penalties shall be aggregated. Payment of the contractual penalties shall not deprive MW of the right to claim damages transferring the amount of the reserved penalty.
§ 14. FINAL PROVISIONS
1. The written form for the purposes of the GTP shall be considered to have been preserved also by the use of fax communication and electronic mail.
2. The reservation of contractual penalties in these GTP, regardless of the circumstances they have been reserved for, shall not exclude MW's right to claim damages transferring the amount of reserved penalties to the full amount of damage. The contractual penalties reserved in these GTP are not dependent on the amount of damage suffered.
3. The GTP are an integral part of the Order.
4. In case of discrepancies between the contents of the Order and its appendices (including the GTP), the provisions (conditions) of the Order shall prevail.
5. In case of discrepancies between the Agreement and the GTP, the provisions of the Agreement shall prevail. In case of discrepancies between the Agreement and the Order, the provisions (terms) of the Order shall prevail.
6. In the event of non-performance or improper performance by the Supplier of any of its obligations in connection with the Order resulting from the GTP, the Agreement or the Order, MW, without prejudice to its other rights resulting from the GTP, the Agreement or the law, may entrust performance of the Order in whole or in part to an independently or freely chosen third party at the expense and risk of the Supplier, without the need to obtain judicial authorisation.
7. To all matters not settled in these GTP the relevant provisions of the Civil Code shall apply.
Information clause for Contractors
Suppliers of goods and services and for Customers, including natural persons running a business activity
Pursuant to art. 13 sec. 1 and 2 of the Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (the GDPR) we inform that:
1. Personal data controller
The personal data controller is Meble Wójcik Sp z o.o., registered in the Register of Entrepreneurs of the National Court Register under the number 0000250772, NIP (Tax ID): 5782921164, operating at the following address: 82-300 Elbląg, Poland, ul. Mazurska 45, phone no. + 48 55 235 94 00
2. Data Protection Supervisor
We have appointed a Data Protection Supervisor who you can contact in matters concerning the protection of your personal data by e-mail: email@example.com; telephone number + 48 785775506; or in writing to the address of our registered office indicated in item 1.
3. For what purpose do we process your data?
a) for the performance of the agreement pursuant to art. 6 sec. 1 letter b) of the GDPR
b) pursuant to art. 6 sec. 1 letter c) of the GDPR, according to which the processing is necessary for the performance of legal provisions such as tax regulations and other financial and accounting settlements;
c) pursuant to art. 6 sec. 1 letter f) of the GDPR on the basis of the legitimate interest of the controller, inter alia, for the purpose of carrying out complaints, investigations or defense against claims;
4. What kind of data do we process?
Meble Wójcik Sp. z o.o., as a controller, may process the personal data you provide, such as:
a) First and last name, company name, business address and correspondence addresses,
b) Numbers appearing in publicly available registers (e.g. NIP, REGON, KRS number)
c) Contact details, such as e-mail address, telephone number, fax number
d) Position held,
e) Specific identification numbers not commonly assigned
f) Bank account number
5. Period for which personal data will be stored:
We will retain your data for the duration of the agreement concluded between us, and for a longer period only if required or permitted by applicable law.
6. The rights of the data subject:
You have the right of access to your data and the right of rectification, erasure and restriction of processing, the right to transfer the data and the right to object.
In order to exercise the above rights, please send a message to the e-mail address firstname.lastname@example.org or contact the company by post at Meble Wójcik, ul. Mazurska 45, 82-300 Elbląg, Poland
7. The right to lodge a complaint
you have the right to lodge a complaint with the Office for the Protection of Personal Data if you believe that the processing of your personal data violates the provisions of the General Data Protection Regulation of 27 April 2016.
8. Providing personal data
Providing data is voluntary, but necessary for the purpose of concluding an agreement and handling the cooperation between the Contractor and the Company. If you are an employee of a Contractor and do not enter into an agreement directly with the company, it may be your professional duty to provide your personal information.
Personal data will not be used for decisions based on automated processing, including profiling as referred to in art. 22 sec. 1 of the GDPR.
10. Transfer of personal data
a) Transfer of personal data to a third country or an international organization.
Personal data will not be transferred to a third country or international organization.
b) Transfer of personal data within the Meble Wójcik Group: We may transfer the data you provide to our employees for the purpose of fulfilling orders, processing payments and other contractual or mutual cooperation activities.
c) Transfer of personal data to third party companies:
In accordance with the applicable law, we may transfer your data to entities who process the data on our behalf, in particular: Law firms, sales representatives, entities providing technical services entrusted with data processing (e.g. development and maintenance of IT systems and websites, entities providing hosting services), entities authorised to obtain information on the basis of legal regulations.
The Company has control over the operations of such entities through appropriate contractual provisions protecting your privacy.