General Conditions of Purchase

General Terms and Conditions for Purchasing Goods and Services by

Biuro Techniczno-Handlowe BTH Import Stal Sp. z o.o.

Seated in Podłęże

General Provisions

1. These General Terms and Conditions for Purchasing Goods and Services (OWZ) shall apply to all contracts pertaining to the delivery/sale of products and/or services concluded by Biuro Techniczno-Handlowe BTH Import Stal Sp. z o.o. seated in Podłęże as an Ordering Party/Client.
2. Terms used in the following sections of the document shall assume the following meanings:
   1. Supplier – an economic subject being a second party to the sales/delivery Agreement.
   2. Ordering Party – Biuro Techniczno-Handlowe BTH Import Stal Sp. z o.o. seated in Podłęże.
   3. Parties – both the Supplier and the Ordering Party.
   4. Order – a document issued by the Ordering Party, as a rule, specifying the details of the delivery/sales Agreement concluded by the Parties. If the Order is mentioned in further sections of this OWZ, then it shall also be understood to be the concluded Agreement.
   5. OWZ – these General Terms and Conditions for Purchasing Goods and Services by Biuro Techniczno-Handlowe BTH Import Stal Sp. z o.o. seated in Podłęże.
3. OWZ shall be the integral part of all delivery/sales agreements concluded by the Parties and shall determine the mutual relations between the Parties. Any deviations from the OWZ shall be made in writing under the pain of invalidity. In case of any discrepancies between the terms and conditions specified in the Agreement and this OWZ, the sales terms and conditions, specified by the Parties in the Agreement shall have precedence.
4. OWZ shall be given to the Supplier for information and acceptance no later than at the time of lodging the Order; in addition the OWZ is available at the www.bth.pl. internet site. If the Supplier works continuously with the Ordering Party, the acceptance of the OWZ by the Supplier at the time of concluding the first Agreement shall be considered to be as an acceptance of the OWZ for all remaining Orders and sales agreements – until the time the OWZ text is changed or the OWZ is no longer applicable.
5. Commencing by the Supplier the execution of the Order shall be tantamount to the full acceptance of the specific terms and conditions of the Order and this OWZ.
6. This OWZ are a complete and only contractual Agreement covering the purchase of goods/services by the Ordering Party. All other settlements (general terms and conditions, Agreement templates, rules and regulations, etc.) used by the Supplier shall not be valid and binding to the Ordering Party – even when they have been delivered to the Ordering Party.

Concluding the Agreement

1. The condition of concluding the Agreement is lodging by the Ordering Party an Order addressed to the Supplier.
2. The Supplier hereby commits to confirm the acceptance of the Order for execution in a written form and to deliver this confirmation to the Ordering Party by fax or using an electronic mail – within 3 work days of the date of lodging the Order.
3. The Ordering Party shall have the right to withdraw (nullify) or change the delivered Order until the time he received a confirmation of the Order acceptance, issued by the Supplier.
4. The Ordering Party shall have the right to withdraw (nullify) or terminate the agreement concluded on the basis of the Order or to renegotiate the terms and conditions with the Supplier in the following circumstances:
   1. The Supplier is in arrears with the execution of the Order – as compared to the agreed deadlines.
   2. The Ordering Party is in conflict with the Supplier – regardless of the reason for such disagreement – or with any economic subject associated financially or personally with the Supplier (e.g. claims pertaining to various orders, not settled payments, communication problems, delays in completing other Orders, etc.).
   3. The Supplier suggested the change in the OWZ for the Order.
5. In case the Supplier does not accept in any way the provisions of this OWZ, then he shall immediately – and no later than within 3 work days – inform the Ordering Party of such situation in writing (under the pain of invalidity) and possibly inform the Ordering Party of the terms and conditions, under which the Order can be executed (such notification can be delivered to the Ordering Party by fax or electronic mail). Shall the Ordering Party accept the terms and conditions indicated by the Supplier in writing (under the pain of invalidity), then the Agreement can be concluded; otherwise the Ordering Party shall no longer be bound by the Order and the Agreement is not concluded.
6. If the Ordering Party does not receive the information of not accepting the OWZ by the Supplier within the deadline specified in item 2 above, then he will presume that the Supplier accepted the Order and commenced its execution, what is tantamount to concluding the delivery/sales Agreement between the Parties. The subject of the Agreement and other terms and conditions are tantamount to the information specified in the Order.
7. The Supplier shall not be entitled to subcontract the execution of the Order to any third parties without obtaining a prior, written consent of the Ordering Party – under the pain of invalidity. The Supplier shall be held fully responsible for actions and neglect to act of persons and economic subjects employed by him during the execution of the order, with the consideration of the specific terms and conditions of the Order, this OWZ and other agreements between the parties made in writing (under the pain of invalidity).

Executing the Order

1. Execution of the Order shall be done in accordance to the delivery terms and conditions specified in the Order and by the deadline specified in the Order.
2. Prices of goods/services purchased by the Ordering Party shall be specified in the Order. The prices shall include all taxes (with the exemption of the VAT tax), margins, insurance policies, transport costs and all other costs, which might be borne by the Supplier during the execution of the Order, as well as the price of all packing materials, security, strengthening and immobilising the products.
3. Together with the delivered products, the Supplier shall deliver to the Ordering Party all documents pertaining to this product, such as attestation certificates, quality certificates, declarations of conformity, as well as all other documents required by the law, the applicable standards or documents indicated by the Ordering Party in the Order.
4. The Supplier shall be obliged to immediately inform the Ordering Party in writing of any possible delays in executing the subject of the order. Such notification shall not exclude or limit the Supplier’s responsibility for the delays in the execution of the subject of the Order.
5. Delays in the execution of the subject of the Order shall permit the Ordering Party to withdraw (nullify) the Order or to renegotiate the terms and conditions with the Supplier and it shall permit the Ordering Party to terminate the Agreement concluded on the basis of this Order (both in part or in its entirety) – at the Ordering Party’s discretion – within 12 months of the date of the delay.
6. For the delays in the execution of the subject of the Order the Supplier shall be obliged to pay the Ordering Party contractual penalty in the amount of 1% of the value of the Order for each day of the delay in the execution of the Agreement. The maximum amount of contractual penalties shall not exceed 20% of the value of the Order.
7. The Ordering Party shall have the right to seek additional compensation in accordance to the general set of laws.
8. The delivery document shall contain information allowing for a full identification of the products in relation to the Order (by – among others – indicating in the delivery document, the lot number, package or cast number and the number and date of the Order), and the delivered product must be fully identifiable (tags, printouts, hallmarks on the material and corresponding marking in the documents accompanying the particular delivery).
9. The Supplier is obliged to effectively inform the Ordering Party of the product dispatch (giving the mode of transportation and its number, specification of the delivered products, in division into casts/manufacturing lots/etc.) no later than 1 work day before the planned delivery.
10. If the Order specified that the Ordering Party will collect the product from the Supplier using his own transport, then the Supplier must appropriately prepare and load this product onto the transporting vehicle supplied by the Ordering Party.
11. During the transport, storage and loading/unloading (that is during the entire logistic process associated with the execution of the Order), the product delivered by the Supplier must be appropriately protected from damage and atmospheric conditions.
12. The Supplier shall be obliged to ensure the proper mode of transportation, using all available transport methods and the proper equipment and accessories.
13. The Supplier shall be fully responsible for the work and conduct of persons employed by him during the execution of the Order (including the forwarding agents and carriers). He cannot relive himself from this responsibility by indicating the lack of guilt during the selection of his subcontractor or by entrusting the works to the economic subject which operates in the specific field of economy. The Supplier shall be responsible for paying all his subcontractors employed by him during the execution of the Order by the specified deadlines, and in particular for paying the remuneration to forwarding agents and carriers.
14. The ownership to the products shall be transferred to the Ordering Party at the time of delivering the products to the Ordering Party.
15. Assuming responsibility and burdens, including responsibility for personal and material damages, associated with the Products shall be transferred to the Ordering Party after the Ordering Party had the chance to examine the products at the place agreed by the Parties and after the defect free (with regard to quality and quantity) acceptance of the Products by the Ordering Party – unless the parties decided otherwise.
16. The products Supplier shall inform the Ordering Party in writing (under the pain of invalidity) of any possible limitations in the trade of products offered by him, being a result of the binding provisions of law (both, domestic and EU laws).

Quality of Products/Services

1. The products cannot show any signs of corrosion, damage or any other defects.
2. If the quality of the products has not been specified in the Order, then in each case, the quality of the products must be consistent with the applicable standards.
3. The Supplier hereby declares that in each case, the delivered products will be consistent with:
   1. for flat products (rolls, sheets, metal sheet strips)
      1. Standards: EN10029, EN10259, ISO 9444-2, ISO 9445
      2. The product could be used: for laser cutting (free from internal stresses), manufacturing gastronomy furniture, household appliances, polishing, brushing, covering with foil.
   2. for pipes and profiles
      1. The product will be consistent with all standards – depending on the welding method: ASTM A554, EN10217-7, EN10357, EN10296-2
      2. Pipes and profiles will be straight, without traces of rust, and shall be suitable for further processing: buffing, polishing, bending, etc.
   3. for bars and angles
      1. Bars and angels shall be delivered without traces of rust, and shall be suitable for further processing: bending, cutting, drilling, machining.
4. For all other ordered products, the commonly applied standards shall be used.

Complaints Pertaining to Defective Goods

1. The Supplier guarantees that the product will be free of any defects and claims of third persons; that it will be fit for its purpose and consistent with the Order; that is, it will be consistent with the standards applicable to this product, both in Poland and in the EU; that the product will be consistent with the Supplier’s declarations specified in the attestation certificates, quality certificate or in any other document delivered by the Supplier.
2. The defects of the product shall be considered to be any deviation of parameters or characteristics as compared to those specified in the attestation certificate or in any such document (e.g. quality certificate); regardless of the fact that such parameter or characteristic remains within the values determined by the standards applicable to such type of product.
3. The Supplier shall be responsible for the product within the set guarantee period of 24 months of the date of delivering the product to the Ordering Party.
4. This OWZ, together with the Order accepted for execution, shall comprise the guarantee document, unless the Supplier delivered the Ordering Party a separate guarantee document, providing the Ordering Party with more extended cover than this specified herein.
5. The Supplier shall be responsible for the product within the warranty term of 36 months, counting from the day of delivering the defect free product to the Ordering Party. In Order to retain by the Ordering Party his rights on account of guarantee and warranty, it is enough that the Ordering Party reports quantitative/qualitative defects before the lapse of deadlines specified herein.
6. The Ordering Party reserves the right to refuse to unload and accept products, which are inconsistent with the Order, this OWZ or the Supplier’s declarations.
7. Accepting the products by the Ordering Party without reservations shall not withdraw and limit any rights of the Ordering Party, and in particular his rights pertaining to the issued guarantee and warranty.
8. The Ordering Party shall be entitled to report the apparent defects of the product, which can be determined at the time of inspection during the product unpacking or quantitative defects within 30 days of the date of delivering the product, whereas other defects shall be reported by the Ordering Party within 30 days of the date of discovering such defect.
9. The Ordering Party shall be entitled to report the defects using all available means of communication, including phone, fax or e – mail.
10. In case of reporting quantitative defects, the Supplier will be obliged to respond to the claim in writing – under the pain of invalidity – within 7 days of receiving the claim report. Failure to respond by the Supplier in writing by this deadline, expressing his opinion on the issue of quantitative defects is tantamount to accepting the circumstances specified by the Ordering Party in the claim report and to accepting the guarantee claim by the Supplier. In such case, the Ordering Party shall be entitled to deduct the overpaid sum for the missing product (quantitative defect) from his existing or future obligations, being a result of cooperation between the Parties.
11. In case of reporting the qualitative defects, the Supplier will be obliged to respond to the claim in writing – under the pain of invalidity – within 14 days of receiving the claim report. Failure to respond by the Supplier in writing by this deadline, expressing his opinion on the issue of qualitative defects is tantamount to accepting the circumstances specified by the Ordering Party in the claim report and to accepting the guarantee claim by the Supplier. In such case, the Ordering Party shall be entitled to deduct the overpaid sum for the defective product (qualitative defect) from his existing or future obligations, being a result of cooperation between the Parties.
12. In case of both, the guarantee and the warranty, the Supplier (acting in accordance to the Ordering Party decision, made at his discretion) will be obliged to:
    1. In case of quantitative defects: deliver, at the Supplier’s expense, the missing amount of products or issue a corrective invoice for the missing part of the product; acting without delay and no later than within 7 days of reporting the quantitative defects;
    2. In case of qualitative defects: exchange, at the Supplier’s expense, the faulty product for a product free of defects or repair this product or remove the defective product, at the Supplier’s expense, and return the payment for the defective product; acting without delay and no later than within 30 days of reporting the qualitative defects.
    3. Regardless of guarantee and warranty claims, to which the Ordering Party is entitled, he shall also be entitled to claim from the Supplier compensation for damages incurred as a result of delivering by the Supplier defective products or less than agreed quantity of the product and for damages being a result of the Supplier’s delay in performing his duties being a result of the furnished guarantee and warranty. The damages specified in the previous sentence include in particular costs of dismantling and re – installation of the product, costs of further processing of the product, transport costs, contractual penalties and compensations.
    4. In case of the Supplier’s delay in performing his duties – selected by the Ordering Party – being a result of the furnished guarantee and warranty, the Ordering Party shall have the right to withdraw from the Agreement pertaining to the defective product – within 3 months of the date of such delay.
    5. The Ordering Party shall have the right to leave the contested product at the Supplier’s disposal in case the qualitative defects were discovered during the product unloading. In such case, the Supplier will be obliged to remove such product within 5 work days of the date of reporting such fact to the Supplier. The Ordering Party shall not be held responsible for the product loss or damage after the lapse of the afore specified deadline. The Ordering Party shall have the right to charge the Supplier with costs of such delivery, unloading, loading and warehousing and to delay the release of the product to the Supplier until those costs have been paid by the Supplier.
    6. The Ordering Party reserves the right to charge the Supplier with the costs of processing the products, loss of production, loss of sale and other costs indicated by the cooperating party, which purchased the defective product from the Ordering Party.
    7. The Ordering Party shall have the right to delay the payment of the price for the product covered by the guarantee/warranty claim, until this problem has been finally resolved by the Supplier and the Ordering Party’s claims associated with the defective character of the product have been satisfied.
    8. The Supplier shall allow the Ordering Party’s employees to perform an audit of the quality of the products/services, directly at the Supplier’s plant, and at the potential Supplier’s subcontractor’s plant. The Supplier will be obliged to take into consideration and implement the recommendations of the Ordering Party specified by him in the audit report.

Payment Terms and Conditions

1. The period determined for payment shall be calculated from the date of delivering the properly issued – with regard to formal qualities and the merit – VAT invoice, issued after completing the Order by the Supplier. This shall mean that both, the product delivered was consistent with the Order and the Ordering Party received all documentation required by law, this OWZ and indicated in the Order.
2. In the invoice, the Supplier shall indicate the bank account number onto which the payment for delivered product or service shall be transferred; and give the bank name and its SWIFT/BIC – in case of payment in currency other than PLN. The payment for products and/or services will be made by the Ordering Party to the bank account indicated in the invoice – and in case such account number was not indicated – to the bank account number specified in the Agreement. Any changes of the bank account number, onto which the Ordering Party shall transfer the payment for products and/or services, can only be done by the Supplier in form of a written notice – under the pain of invalidity – delivered to the Ordering Party in its original copy, signed by persons authorised to represent the Supplier, together with the signature sample card (bank card of signature samples). The afore mentioned notice must be delivered to the Ordering Party using traditional mail and also e-mail.
3. Any statements or objections, put unilaterally by the Supplier in the invoice, which do not stem from the provisions of the Agreement concluded between the Ordering Party and the Supplier (including reservations pertaining to the ownership rights to the product) shall not be binding to the Ordering Party.
4. Costs associated with making payments for products/services shall be split in the following way: the Ordering Party shall cover the costs of his bank, and all costs of other banks (including the brokering bank and the beneficiary’s bank) shall be borne by the Supplier.
5. The date of payment shall be considered the date of debiting the monies from the Ordering Party’s bank account.
6. Shall the delivery of the product not be realised in accordance to the Order/Agreement, then the Ordering Party shall have the right to stop the payment or to extend the payment deadline, until the time the Supplier fully and correctly executed the subject of the Order/Agreement. Such postponement shall not limit the Ordering Party’s right to enforce the provisions of the contractual penalties clause.
7. The assignment of the receivables due to the Supplier from the Ordering Party cannot be done without obtaining by the Supplier a prior, written consent of the Ordering Party.
8. Upon the Ordering Party’s request, the Supplier is obliged to provide the Ordering Party with the information regarding the limit of the trade credit granted to him, and in particular: the insurance underwriter’s name, amount of requested and granted limit or the amount of the credit spent or percentage of the credit used. The Supplier hereby commits to inform the Ordering Party of any changes in the amount of the trade credit limit.

Services

If the Order/Agreement include also services provided by the Supplier, then the additional provisions shall apply:

1. The value of the service is included in the Order/Agreement price.
2. All additional costs associated with those services provided by the Supplier have been included in the Order.
3. The Supplier will be obliged to provide the appropriately qualified personnel, in Order to ensure proper and timely service.
4. The Supplier shall be held fully responsible for damages and losses resulting from the actions of the personnel providing the services, as well as for losses being a result of improper instructions and tutoring provided by the Supplier’s personnel to the Ordering Party.

Confidential information

1. The Supplier will not distribute, copy and disclose to any third parties any information regarding the cooperation with the Ordering Party; and in particular the information pertaining to the interests of the Parties protected by the provisions of law. The supplier will also undertake proper action, necessary to ensure that the information and its sources – both in total or pertaining to specific issues – is adequately protected.
2. All written or orally delivered pieces of information, delivered to the Supplier by the Ordering Party, pertaining to the know – how, specification, procedures, needs and any other technical information, documents and data of the Ordering Party, including financial, shall be considered by the Supplier as confidential and cannot be divulged to any third party without obtaining a prior written consent of the Ordering Party (under the pain of invalidity). The afore confidential information can only be used by the Supplier to execute the Order or to prepare an offer.

Final provisions

1. Relations between the Parties are regulated only by the provisions of the Polish law. The application of the signed in Vienna, United Nations Convention on Contracts for the International Sale of Goods, of 11 April 1908 and signed in New York, Convention on the Limitation Period in the International Sale of Goods, of 14 June 1974, shall be excluded in their entirety.
2. The Supplier and the Ordering Party will strive to amicably solve all disputes pertaining to the execution of agreements covered by this OWZ. Shall reaching an amicable solution be impossible, then all disputes stemming, either directly or indirectly from the provisions hereof shall be settled by the courts having local jurisdiction proper for the Ordering Party’s seat. The Ordering Party reserves the right to lodge a claim at the court proper for the Supplier’s seat if such action might hasten the proceedings and dispute settlement.
3. In case some of the provisions of this OWZ become invalid due to the introduction of different legal regulations, or become impossible to enforce, then all other provisions hereof shall remain valid.
4. In case of any discrepancies between the terms and conditions specified in the this OWZ and terms and conditions, specified in the Order, the provisions of the Order shall have precedence.
5. For all issues not provided for herein, the proper provisions of the Civil Code shall apply.