INFORMATION FOR SUPPLIERS
General Terms and Conditions of Purchase of goods and services other than raw material for production
Lisner Poznań Sp. z o.o. sp.k.
(version valid from 30th June 2021)
1. General provisions. Scope of application. Contract
1.1. These General Terms and Conditions of Purchase of Lisner Poznań sp. z .o. sp. k. (hereinafter referred to as the "General Terms and Conditions of Purchase"), constitute general contractual terms and conditions within the meaning of Article 384 of the Civil Code and are applied by Lisner Poznań spółka z ograniczoną odpowiedzialnością spółka komandytowa with its registered office in Poznań, Strzeszyńska Street 38/42 (hereinafter referred to as "Lisner") to all legal relations arising from the business relationship between Lisner and the Supplier, i.e. the contractor with whom Lisner has concluded a contract, including in particular a delivery contract, a sales contract, a contract for specific work or a service contract (hereinafter referred to as the "contract of the Parties"). The General Terms and Conditions of Purchase also apply to the business relationship between Lisner and the Supplier arising on the basis of a single Lisner order (hereinafter referred to as "order"), whereby a contract concluded based on an order is concluded between Lisner and the Supplier provided that, the Supplier confirms acceptance of the order for fulfilment within the time limit and in the manner described in the order and the General Terms and Conditions of Purchase. The term "contract of the Parties" used below also refers to the order.
1.2. Lisner and the Supplier are hereinafter collectively referred to as the Parties.
1.3. The General Terms and Conditions of Purchase shall form an integral part of the Parties' agreement and shall apply to the Parties unless the Parties have expressly agreed otherwise in writing, excluded or limited the application of the General Terms and Conditions of Purchase in the resulting business relationship, whereby unless it is expressly indicated that the General Terms and Conditions of Purchase shall not apply in their entirety, the General Terms and Conditions of Purchase shall apply to the extent not specifically agreed between Lisner and the Supplier.
1.4. The Supplier accepts these General Terms and Conditions of Purchase at the time of sending Lisner the confirmation of acceptance of the order for processing, the confirmation of acceptance of Lisner's offer, the conclusion (signing) of the Parties' contract, depending on which of these documents the General Terms and Conditions of Purchase are attached to. Confirmation by the Supplier of an offer made by Lisner on terms that are contrary to or different from the General Terms and Conditions of Purchase shall mean that the Supplier rejects the offer made by Lisner. Acceptance of the offer submitted by Lisner, made subject to changes or additions to its content, shall be deemed a new offer.
1.5. The General Terms and Conditions of Purchase shall be made available at Lisner's head office and when Lisner submits an offer to the Supplier or during negotiations, order placement, conclusion of the contract of the Parties. The General Terms and Conditions of Purchase are also available on Lisner's website www.lisner.pl.
1.6. The contract of the Parties shall only be concluded on the terms and conditions set out in its content and in the General Terms and Conditions of Purchase. The application to the contract of the Parties of any general terms and conditions of the Supplier, other general terms and conditions of business, other contract templates, regulations and terms and conditions of sale of the Supplier, etc., referred to by the Supplier, shall be excluded, meaning that they shall not apply to the contract of the Parties unless Lisner has agreed in writing to accept such terms and conditions; for the avoidance of doubt, such agreement shall not be implied, meaning that it shall not result from passivity or silence on the part of Lisner.
1.7. In matters not regulated in the General Terms and Conditions of Purchase, the provisions of the contract of the Parties shall apply. In the event of any contradiction or discrepancy between the General Terms and Conditions of Purchase and the contract of the Parties, the contract of the Parties shall prevail.
2.1. Orders placed by Lisner, in order to conclude the contract of he Parties, require that the Supplier confirms the acceptance of the order for execution or completion of the order by the Supplier within the period and in the manner described in the order and the General Terms and Conditions of Purchase. Orders shall be placed in writing or electronically, on a purchase form in accordance with the model adopted by Lisner. Orders and confirmations of order acceptance transmitted electronically are also valid without signature, provided that they are sent using the Parties' business email addresses.
2.2. Orders placed by Lisner in accordance with the provisions of section 2.1. shall be confirmed by the Supplier as accepted for fulfilment, in writing or electronically, within 2 (in words: two) working days from the date of the order (confirmation of acceptance of an order for fulfilment). A confirmation of acceptance of an order for fulfilment that differs from the order placed by Lisner (e.g. in terms of quantity, product range, delivery terms, conditions of order fulfilment) constitutes a new offer and requires confirmation from Lisner in writing or electronically. Lisner’s silence - the absence of a response from Lisner - shall in no circumstances mean that such an offer by the Supplier has been accepted.
2.3 Orders or offers made verbally or by telephone shall not be binding on the Parties and shall require confirmation, in writing or sent electronically, using the Parties' business email addresses, to be valid. Any changes and modifications to orders or submitted offers, as well as any additional agreements or arrangements, also require confirmation, acceptance (acceptance) for their validity, in writing or electronically, using the Parties' business email addresses.
2.4 Insofar as the Supplier does not confirm the order in the manner described above, Lisner may without any negative consequences for itself withdraw from the order at any time, insofar as the order has not been fulfilled at least in part by the Supplier.
3. Deadlines and performance of the Parties' agreement.
The agreed deadlines for delivery, performance of services, works are binding on the Parties. Where an approximate period for delivery, performance of services, work has been agreed, the last day of this period shall be deemed to be the final date of delivery or the final date of performance of the service/work, binding on the Parties, i.e. the last day on which the delivery, service or work was to be performed in accordance with the Parties' agreement. The period of performance of the delivery, service, work shall commence on the date of the Parties' agreement unless otherwise specified by the Parties. If the delivery, service, work period referred to above is exceeded, the Supplier shall be in default without Lisner having to send a reminder.
2. The Supplier is obliged to inform Lisner immediately in writing or electronically of the occurrence of any circumstances that could delay the delivery date, services, work, specifying the cause and the expected duration of such circumstances as soon as they become known. Such notification, except in cases of Force Majeure as defined in section 3.6 below, shall not cause the Supplier to be in default. In such a case, the Supplier shall be liable for damages (including production or operational losses, loss of raw materials, recall costs (from Lisner's contractors) and costs incurred by Lisner, including in particular the costs of replacement purchases and liquidated damages and penalties incurred or imposed on Lisner by its contractors having a direct causal relationship with the Supplier's failure to notify Lisner of a delay in the delivery date, services or work and the occurrence of the Supplier's delay in the aforementioned.
3. Without prejudice to any other rights under applicable law or the further provisions of the General Terms and Conditions of Purchase, in the event of a delay in the delivery of supplies, services, works by the Supplier, Lisner shall be entitled to meet its needs in another manner and the Supplier shall be obliged to pay any additional costs arising in this connection, in particular the difference between the contract price and the possible higher price of the supplies, services, works from another source (substitute purchase/substitute performance). In addition, Lisner shall be entitled to a contractual penalty in the event of a delay by the Supplier in the performance of the deliveries, services, work, under the terms and conditions described in section 5 of the General Terms and Conditions of Purchase, and Lisner shall retain its claims for damages and shall be entitled to claim damages under the general rules. The provisions of Article 479, Article 480 and Article 636 of the Civil Code shall apply accordingly.
4. Deliveries, services and handing over of the work shall be carried out at Lisner's head office address in Poznań, Strzeszyńska 38/42 or at any other address indicated by Lisner as agreed by the Parties (place of performance of the Parties' contract). The Supplier shall bear the costs of delivery (of the goods and the completed work), the costs of packaging, loading and transport with unloading, including the costs of transport insurance until the goods have been delivered or the work has been collected unless the Parties have agreed otherwise.
5. In the event of larger deliveries of goods to be made over a longer period of time, partial deliveries may be made after the Parties have previously agreed in writing on the terms, dates and scope of the individual partial deliveries or after confirmation of the partial delivery according to the terms and conditions specified by Lisner, by the Supplier in writing or in electronic form using the Parties' business email addresses.
6. Deliveries involving additional or smaller quantities of goods than originally ordered as well as partial deliveries and early deliveries shall only be accepted on condition that they have been agreed in advance by the Parties in writing or confirmed by Lisner in electronic form. In the absence of such agreement or confirmation, Lisner, at its own discretion, may accept or refuse additional or smaller quantities of the goods to be delivered or partial and early deliveries. Early and partial deliveries may be returned or stored in the warehouse at the responsibility, cost and risk of the Supplier.
7. In the event of disruptions to the Parties' schedule of performance arising as a result of Force Majeure, the Parties shall be relieved of their obligations to perform the Parties' contract throughout such events and during the period of their effects. The Parties undertake to adjust in good faith their mutual obligations for the performance of the Parties' contract to the changing conditions. Force Majeure means such extraordinary events or occurrences which are beyond the control and not attributable to either Party, which cannot be foreseen or avoided, and which arise after the conclusion of the Parties' Agreement and become an impediment to the performance of the Parties' contractual obligations. An event may only be considered a Force Majeure event if its scale and scope is significant and its impact on the performance of the Parties' contractual obligations is real, substantial, demonstrable and directly affecting the actions taken by the Party claiming the Force Majeure event. Events of a limited scope, which do not directly affect the Party that invokes the occurrence of the Force Majeure, of a minor impact on the performance of the subject matter of the agreement do not constitute a case of Force Majeure. Events of Force Majeure are, in particular:
- wars and other armed actions, invasions, terrorist actions, mobilisations or embargoes,
- a state of epidemic, a state of pandemic, including Covid-19, or other states of emergency for the health and life of citizens declared by the competent state administration, causing the state administration to impose restrictions on business activities,
- radioactive radiation or contamination by radioactivity from nuclear fuel or nuclear waste, from the combustion of nuclear fuel, radioactive toxic explosives and other hazardous properties of any explosive nuclear component,
- rebellion, revolution, insurrection, military or civil upheaval, or civil war,
- earthquake, flood, fire, hurricanes, tornadoes, tropical storms or other natural disasters (as declared by the relevant authorities).
1. The occurrence and termination of the events caused by the Force Majeure shall be communicated in writing to the other Party immediately, no later than 2 working days after the date of the occurrence or termination of the Force Majeure. The Party informing about the occurrence of the Force Majeure is obliged to specify the event, its causes, scope and consequences for the performance of the Parties' agreement, as well as to demonstrate (prove) the direct effect of the event, to which it attributes the name of the Force Majeure, causing the impossibility of performance, the impossibility of performance of contractual obligations by this Party. The Party that has given written notice of the Force Majeure event will be released from its obligations or from meeting the deadline of its obligations for as long as the event or its consequences last. The deadline for the performance of mutual obligations will be extended accordingly by the duration of the event or its effects. The duration of the force majeure event or its effects shall be the time of suspension of the performance of the Parties' agreement. If the suspension lasts for more than 90 days and if an appropriate agreement to that effect has not been reached within that time, each Party shall have the right to withdraw from the Parties' contract within 150 days from the date of the Force Majeure event. The right of withdrawal of the Parties shall lapse once the effects of the Force Majeure have ceased.
2. The Supplier shall bear the risk of accidental loss, loss, damage, destruction and deterioration of the goods, works covered by the Parties' contract until they are delivered to the place referred to in clause 3.4 and handed over to Lisner.
3. For each delivery of goods, the Supplier shall draw up a delivery note containing the following information: indication of the contract of the Parties in fulfilment of which the delivery is made or the date of the order, the order number, the date of delivery, the other details specified in the contract of the Parties (e.g. contract number of the Parties, quantity and summary specification of the goods delivered. The delivery note indicated above shall be signed by Lisner, which shall constitute proof of delivery. The signing of the delivery note by Lisner does not deprive Lisner of the possibility to make complaints, remarks or claims concerning the delivery and how the Parties' contract has been executed Additional costs incurred by Lisner as a result of non-compliance with the above or the transport instructions given by Lisner shall be borne by the Supplier. The quantitative acceptance of the goods shall be carried out upon delivery, however, if quantitative acceptance of the goods is not possible or excessively difficult at such time, in particular due to the nature of the goods or how the goods are packed, secured, etc., the quantitative acceptance shall be carried out by Lisner within 3 (three) days after delivery, which shall be described (indicated) on the delivery note. Lisner shall have the right to refuse acceptance of all or part of the goods if, in the course of the acceptance carried out at the time of delivery, it discovers quality defects or non-compliance of the quantity with the parameters stipulated in the Parties' agreement or another breach of the Parties' agreement, including in particular breach of packaging. If a quality defect and/or a shortage in the quantity of the goods is discovered during the acceptance of the delivery, the Supplier shall be obliged to deliver the goods free of defects and/or to replenish the quantity of the goods within 2 (two) days. When acceptance is made after delivery, the Supplier shall be obliged to take back the defective goods within 2 (two) days from the date of notification. If the Supplier fails to collect such goods in such a manner and within such a period, Lisner shall be entitled to send the defective goods back to the Supplier at its sole risk and expense or to place them for safekeeping with a third party under the same conditions. The Supplier authorises Lisner to conclude the storage contract on his behalf. If the quantity of goods delivered is greater than agreed in the Parties' contract and the acceptance of the quantity has taken place after delivery, the Supplier shall be obliged to collect the excess within 2 (two) days from the date of notification, otherwise as above. For the avoidance of any possible doubt, any circumstance described in this clause shall constitute a case of non-performance or improper performance of the Parties' contract respectively, in particular such a case shall constitute the delivery of defective goods or otherwise not in accordance with the Parties' contract, even if subsequently, in accordance with the Parties' contract, in particular in a complaint procedure, the correct goods / in the correct quantity have been delivered to Lisner.
4. Lisner can specify the recommended type of packaging and means of transport. If the type of packaging and means of transport are not specified by Lisner, the Supplier is obliged to use means of transport and packaging suitable for the goods. In the case of regular deliveries, transport packaging will be taken back by the Supplier (or the forwarder or transport service provider acting on his behalf) on the next delivery at no extra charge. In the case of single deliveries, transport packaging and individual and bulk packaging will also be collected at no additional charge as agreed by the Parties.
5. In the case of services or works, the Supplier shall notify Lisner in writing or electronically of its readiness to proceed with the handover and acceptance activities, Lisner shall proceed with the handover and acceptance activities within 3 (three) working days of the notification. Confirmation of the performance of the services or works shall be made through of an acceptance protocol signed by the Parties. The service or work shall be deemed to have been completed in accordance with the agreement of the Parties as soon as Lisner has signed the final acceptance protocol with the clause "without remarks or reservations" This clause shall not release the Supplier from liability for defects and/or faults that become apparent after acceptance. If the Supplier must prepare documentation of the performance of services or works, the Supplier shall be obliged to hand over the documentation no later than at the time of commencement of the acceptance activities. If, during the acceptance of the services, the work or the documentation, defects are discovered, Lisner shall grant the Supplier 3 (three) days to rectify the defects. After the ineffective expiry of this period, Lisner shall be entitled, at its sole discretion and choice: (a) to refuse acceptance of the service or the work if the defect is material and to withdraw from the Parties' contract for reasons relating to the Supplier, (b) or to accept the service or the work in which the defect has not been remedied and to reduce the remuneration relatively, (c) to demand that the Parties' contract be performed again. The final acceptance protocol signed by the Parties with the clause "without remarks and reservations" shall constitute the basis for the Supplier to issue an invoice covering the remuneration settled. To the extent not regulated in this clause, the provisions of clause 3.11 above shall apply to the confirmation of the Parties' agreement.
6. The Supplier undertakes to offer Lisner prices and terms and conditions of cooperation that are not subject to any agreement or cartel practices within the meaning of Article 2(3) of the Act on Claims for Damages Caused by Breaches of Competition Law. In the event of a breach of the aforementioned obligation, the Supplier shall be obliged to pay Lisner a contractual penalty amounting to 5% of the value of all the Parties' contracts (net) fulfilled by the Supplier with Lisner in the period to which the agreement or cartel practice applies. The stipulation of the aforementioned contractual penalty shall not exclude Lisner's possibility of claiming damages on general principles.
4. Risk assumption
1. The risk and costs of shipping the goods or work to Lisner or the place referred to in section 3.4 shall be borne by the Supplier.
2. Lisner shall assume the risk for the delivered goods or work at the time of their acceptance at the place referred to in clause 3.4, after signing the delivery note referred to in clause 3.10 above or, as the case may be, the acceptance report referred to in clause 3.12 above. This provision shall not apply if the goods delivered or services rendered, the work issued, are defective.
3. Reservation of ownership by the Supplier of the delivered goods or work is excluded.
5. Right of withdrawal. Liability (contractual penalties)
1. Lisner shall be entitled to withdraw from the contract of the Parties in the event that: (1) the Supplier delays the delivery of the goods by more than 30 (thirty) days in relation to the deadline specified in the Parties' agreement and, after a written request to perform the Parties' agreement and make the delivery, with an indicated 7 (seven) day deadline, the delivery has not taken place (2) the Supplier delays the commencement or completion of the services or works, by more than 30 (thirty) days with respect to the deadline specified in the Parties' agreement , after a written call for the performance of the Parties' agreement, with the indicated 7 (seven) day deadline, the Supplier has not undertaken its contractual obligations(3) the Supplier performs its obligations improperly, (3) the Supplier performs its obligations improperly, realizes the subject of the delivery, service or work in a defective manner or in a manner contrary to the agreement of the Parties, and after a written request to change the manner of performance, with a specified 7 (seven) day period, no improvement in the performance of these obligations has occurred, (4) a significant change of circumstances has occurred, causing that the performance of the agreement of the Parties is not in Lisner's interest, which could not have been foreseen at the time of conclusion of the agreement of the Parties, and in such an event the Supplier may only demand the remuneration due to it for the performance of a part of the agreement of the Parties, in accordance with the acceptance protocols.
2. The period for exercising the contractual right of withdrawal shall be 90 (ninety) days from the date on which withdrawal became possible (from the occurrence of the grounds for withdrawal, including the expiry of the deadline set for the Supplier in accordance with the provisions above).
3. Notwithstanding the right of withdrawal reserved above or in the Parties' agreement, Lisner shall have the right to withdraw from the Parties' agreement in the cases specified in the Civil Code.
4. Lisner's withdrawal from the Parties' contract shall not entitle the Supplier to direct any claims on this account against Lisner, regardless of the legal or factual basis.
5. The withdrawal from the Parties' contract shall not limit or nullify any rights of Lisner related to the improper performance of the Parties' contract by the Supplier both before and after the date of withdrawal, in particular the withdrawal from the Parties' contract by Lisner shall not constitute a circumstance or ground justifying the Supplier's evasion of its liability for damages towards Lisner, which, for example, concerns the right to the contractual penalties referred to in the Parties' contract and the General Purchase Conditions.
6. Withdrawal from the Parties' contract must be made in writing under pain of invalidity and must contain the grounds for withdrawal together with the reasons for withdrawal.
7. If the Parties' contract is withdrawn for reasons for which the Supplier is not responsible, Lisner shall be obliged to pay the remuneration for the fulfilled part of the Parties' contract.
8. The Supplier shall be liable for the performance/due performance of the Parties' contract.
9. In the event that Lisner withdraws from the Agreement for reasons for which the Supplier is responsible, the Supplier shall pay Lisner a contractual penalty - amounting to 10% of the net remuneration agreed upon by the Parties.
10. In the event of a delay in delivery, a delay in the performance of services and a delay in the execution and release of the works, the Supplier shall pay Lisner a contractual penalty - in the amount of 0.5% for each week of delay.
11. If the Supplier's failure to meet the deadline for the removal of defects established during the warranty (implied warranty) period, the Supplier shall pay Lisner a contractual penalty - in the amount of PLN 500 - for each day of delay, beyond the deadline agreed upon by the Parties.
12. If the Supplier violates any other obligations stipulated in the Parties' agreement (order), the Supplier shall pay Lisner a contractual penalty - in the amount of PLN 500 for each identified violation; in the event that the Supplier violates health and safety, fire safety rules, he shall pay Lisner PLN 500 for each violation.
13. The contractual penalties are subject to aggregation, summation and accumulation. Withdrawal from the contract (order) by either party shall not waive the right to demand payment of contractual penalties accrued before withdrawal or on account of withdrawal or due for acts/ omissions occurring before the withdrawal.
14. The payment of the contractual penalty by the Supplier or the deduction by Lisner of the amount of the contractual penalty from the payment due to the Supplier, shall not relieve the Supplier from the obligation to complete, perform the Parties' contract or any other obligations and liabilities under the Parties' contract.
15. Lisner shall be entitled to deduct the accrued contractual penalties from the remuneration due to the Supplier, to which the Supplier agrees.
16. Lisner's assertion of the contractual penalty(s), the payment of the contractual penalty(s) by the Supplier shall not deprive Lisner of the possibility of claiming supplementary damages, up to the amount of the actual damage suffered, over and above the amounts of the aforementioned contractual penalties, under the general rules.
17. The contractual penalty shall be payable to Lisner's bank account on the basis of a debit note, within 7 days of receipt of the debit note by the Supplier.
6. Guarantee and implied warranty of the Supplier
1. The Supplier, by accepting these General Terms and Conditions of Purchase, shall at the same time grant Lisner a quality guarantee and warranty for the delivered goods, completed services or work, for 24 (twenty-four) months, unless a different period has been agreed upon in the Parties' contract. The guarantee period shall run from the date of Lisner's confirmation of the delivery of the goods, confirmation in the unqualified acceptance report, the provision of services and works.
2. A separate guarantee document is not required for the guarantee to be effective. The Supplier shall be obliged to perform the guarantee obligations based on the General Terms and Conditions of Purchase, which in this case shall constitute the guarantee document within the meaning of Article 577 § 1 of the Civil Code, with possible modifications resulting from the agreement of the Parties, and in matters not regulated therein – based on of the provisions of the Civil Code, without any additional conditions and exclusions.
3. Complaints shall be submitted to the e-mail address indicated by the Supplier as the current contact address of the Parties for the performance of the Parties' agreement or in traditional written form to the Supplier's registered office address.
4. In the event of defects, the Supplier shall, at Lisner's request, immediately, i.e. within 24 hours, proceed to rectify the defects at its own expense at the place where the goods are located at the time the defect is revealed and shall be obliged to rectify the defect within no more than 5 working days from the date on which it received the complaint unless the Parties have agreed in the Parties' contract on other rules and deadlines for the rectification of the reported defect. Removal of the defect may consist of either repair (in the case of works, services) or replacement of the goods with new ones, free from defects. The Supplier may not refuse - respectively - to remove a defect, to repair or to replace the goods with goods free from defects even if this would require excessive costs.
5. The supplier accepts that, in connection with the guarantee granted, if, despite a request made to him by Lisner, he has not remedied the defect within the deadline, has not replaced the goods with defect-free goods, or has remedied the defect improperly or ineffectively, Lisner shall be entitled, without any additional conditions, to entrust the removal of the defects to another party at the supplier's expense and risk. If the defects are not removable, Lisner shall be entitled to purchase new goods from another supplier and charge the costs to the Supplier (substitute performance). The Supplier shall be obliged to pay the amounts due under the aforementioned headings within 7 days of receipt of the demand for payment in each case. If defects are remedied by an entity other than the Supplier in accordance with the above, Lisner shall not lose its guarantee rights and the guarantee period shall then start anew from the date of defect rectification, repair or delivery of defect-free goods. The provisions of section 3.3 shall apply accordingly. All costs related to the fulfilment of the warranty obligations, including travel to and from the place where the defect is revealed, the place where the warranty obligations are performed, shipping costs, collection, loading, unloading, insurance, delivery of the goods for defect removal (repair), repair costs, etc., shall be borne by the Supplier. The Supplier shall bear the risk of accidental loss and damage to the item from the time it is handed over to the Supplier (carrier) for the performance of the warranty obligations until it is taken back by Lisner. All activities concerning the rectification of defects, repairs, etc., carried out by the supplier in connection with a claim, the supplier must disclose and describe in detailed activity reports and - accordingly - in the relevant service book.
6. Lisner is entitled to make use, at its own discretion, of its guarantee rights as well as its warranty rights under the terms of the Civil Code, with the exclusion of Article 563 of the Civil Code.
7. Lisner shall be entitled to assert warranty and/or guarantee claims also after the expiry of the warranty and/or guarantee period, provided that it has notified the Supplier of the defect before the expiry of such period.
8. The guarantee or warranty shall be without prejudice to Lisner's right to claim against the Supplier to repair the damage in full (including that suffered as a result of the Supplier's exceeding the time limit for the removal of the defect) under the general rules of civil law. Irrespective of Lisner's rights under the warranty or guarantee, Lisner may claim from the Supplier compensation for the damage it has suffered due to the existence of a defect under the general rules of civil law.
9. In the event that the goods, the components of the works, would be covered by a guarantee of the manufacturer or of an entity other than the Supplier, with the issue of the goods, the Supplier shall be obliged to issue Lisner with a guarantee card or other equivalent document issued by the guarantor, and the rights thereunder shall be transferred to Lisner.
7. Copyright, property rights, confidentiality
1. Lisner reserves the right of ownership and all copyrights to reproduce (including by printing, reprography, magnetic recording and digital technology), market, lend and publicly display or make available all documents forming part of the Parties' agreement, offer or order, including drawings, illustrations, detailed weight and dimension parameters and samples. These documents, including any copies and duplicates thereof, shall be treated as confidential information and shall be returned to Lisner upon fulfilment of the order (without the need for a corresponding request by Lisner). It is forbidden for the Supplier to use these documents for any other purpose or to disseminate them in any way.
2. Products manufactured and based on documentation developed by Lisner, including recipes and Lisner specifications, may not be used by the Supplier on its own or offered or transferred to third parties. The Supplier shall be fully liable for any damage incurred by Lisner as a result of a breach of the above obligation.
3. The Supplier is obliged to keep confidential all information concerning Lisner's activities and initiatives, which comes into the possession of the Supplier in connection with the business relationship with Lisner, in particular in connection with the Parties' contract, and not to use this information for any purpose. The Supplier shall also be obliged to inform its employees and any entities cooperating with the Supplier in the performance of the Parties' agreement. The information indicated above shall be treated as fully confidential and constituting a secret within the meaning of Article 11 of the Act of 16 April 1993 on combating unfair competition. The Supplier and Lisner shall take all possible measures to maintain the confidentiality of the information referred to above, in particular they shall inform their employees, persons performing any services for them on a contractual basis, of the obligation to maintain confidentiality with respect to the information referred to in section 1 and section 2 above, and that any disclosure, publicity or use of the indicated information in violation of the above provisions shall constitute a violation of article 11 of the aforementioned act and shall be subject to criminal liability under article 23 of the aforementioned act.
4. In order to comply with the condition of confidentiality of information, the Supplier and Lisner undertake to ensure proper and secure storage of documentation related to the implementation of the agreement of the Parties and the cooperation of the Parties.
5. In the event that the Supplier discloses confidential information to other parties without Lisner's consent, the Supplier shall pay a contractual penalty in the sum of 20,000 PLN (twenty thousand PLN) for each infringement, within 7 days from the date of delivery of the relevant summons.
6. Lisner shall be entitled to disclose to Lisner's affiliated companies all documents and information and data resulting from the legal relationship concerning the business relationship with the Supplier. In addition, Lisner shall also be entitled to disclose all documents, information and data to the further designated third parties who perform any activities for Lisner or its affiliated companies in the aforementioned sense, including in particular: auditors, legal advisors, attorneys, notaries and employees of financial and credit institutions to the extent that this is necessary for these persons to perform the tasks entrusted to them, arising from their function and the law. Associated undertakings are understood to be legal persons and unincorporated organisational entities belonging to the Theo Müller S.e.c.s. Group.
8. Payment terms
1. The remuneration payable to the Supplier shall be specified in the Parties' agreement. The remuneration, unless otherwise agreed by the Parties, shall be of a lump sum nature and shall include all costs of the Supplier related to the performance of the Parties' agreement, including profit, cost of works, provision of services, personnel, in particular costs of accommodation, travel, insurance, documentation, technical support during the warranty and guarantee period, official fees, costs of purchase of materials necessary for the performance of the subject of the agreement, as well as any other costs customarily incurred in performance of such agreements or which an experienced and professional entity could and should have foreseen and taken into account when determining the remuneration. Any underestimation, change of relations or other situations or acts or omissions of the Supplier shall not create a right on the part of the Supplier to demand an increase in remuneration or make any claims against Lisner on this account.
2. After completion of the subject matter of the contract, the Supplier shall issue a VAT invoice for the contractually agreed remuneration amount. Insofar as, indicated in the parties' contract, the Supplier may issue partial invoices for intermediate payments. The invoice should include, in particular: indication of the Parties' agreement (order) number/ designation, name of the goods/services/activity, Supplier's NIP number, terms and date of payment as specified by the Parties in the Parties' agreement (order).
3. Unless expressly stipulated otherwise in the Parties' agreement, the remuneration stated in the Parties' agreement is net remuneration, to which the Supplier shall add value added tax (VAT) at the rate applicable as at the date of issuing the invoice in accordance with the Parties' agreement. Any consequences resulting from the Supplier's application of an incorrect VAT rate or incorrect determination or calculation of VAT shall be borne by the Supplier, who shall be obliged, upon Lisner's first request, to cover any resulting damage or loss, taking into account sanctions, penalties, interest or similar imposed or demanded from Lisner by the competent tax authorities or other state services, including legal, judicial, administrative or similar costs resulting therefrom.
4. The remuneration, calculated in accordance with the provisions of the Parties' agreement, shall be specified in the content of the relevant VAT invoice, which shall be issued upon completion of the acceptance of all deliveries covered by the Parties' agreement (order), or partially upon completion of a certain part of the deliveries, according to the arrangements in the Parties' agreement, whereas if there are no such arrangements, a single invoice shall be issued upon completion and acceptance of the entire subject of the agreement.
5. The remuneration shall be paid by Lisner once the Deliverer has carried out the deliveries, services or handing over to Lisner of the Actives in accordance with the Parties' agreement and Lisner has confirmed the delivery, the completed services, the acceptance of the Actives by Lisner without reservation, i.e. by the signature of the person authorised by Lisner on the relevant transport documents (consignment note/CMR) or, in the absence of such transport documents and in the case of confirmation of the completion of the services and the acceptance of the Actives, on the WZ document or the acceptance protocol without reservation, taking into account the provisions of clauses 3.10 and 3.12 above.
6. Payment of the invoice issued by the Supplier shall be made by Lisner within a minimum period of 30 days from the date of receipt, correctly issued, of the VAT invoice by Lisner, by bank transfer, unless otherwise agreed by the Parties in the Parties' agreement. The date of payment shall be the date on which the Supplier's bank account is credited. Payment of the Supplier's remuneration shall be made to the Supplier's bank account indicated in the invoice issued by the Supplier. Payment of remuneration shall be made exclusively to the bank account appearing on the white list of VAT taxpayers kept by the Head of the National Fiscal Administration and available on the website of the Ministry of Finance. If the Supplier's bank account is not included in the aforementioned list, the Purchaser shall withhold payment of the remuneration until it appears on the white list and this circumstance shall not constitute a delay or default in payment.
7. Lisner agrees to receive invoices electronically. In this case invoices will be sent as a PDF file via email, to the email address: email@example.com and will not require the signature of the issuer.
8. VAT invoices and other accounting and bookkeeping documents will comply with the relevant requirements resulting from the applicable legal regulations to which the supply of goods or performance of services is subject.
9. By issuing an invoice, the Supplier declares that it is an active VAT taxpayer entitled to issue and accept VAT invoices.
10. If, due to the nature of the delivered goods, services or equipment supplied, an installation, commissioning, functional testing of the equipment, etc., is required, the Supplier's issuance of an invoice and the payment period referred to in Article 8.6. may not take place earlier than after Lisner has carried out a protocol final acceptance of the goods, services or equipment supplied, without any reservations or remarks, which conditions the Supplier's ability to issue an invoice.
9. Location of order fulfilment, jurisdiction, applicable law
1. The place of performance for all obligations under the contractual provisions shall be the place referred to in point 3.4. Delivery shall be made in accordance with the Incoterms DDP version 2020.
2. Any disputes relating to the performance of the contract of the Parties shall be settled by the Polish common court with local jurisdiction over Lisner's registered office.
3. In matters not regulated in the General Terms and Conditions of Purchase, the contract of the Parties shall be governed by the provisions of Polish law, in particular the Civil Code. The application of the United Nations Convention on Contracts for the International Sale of Goods, drawn up in Vienna on 11 April 1980, is excluded.
1. Unless the provisions of the Parties' agreement state otherwise, the Supplier may not entrust the performance of all or part of the subject matter of the contract to a subcontractor without the prior consent of Lisner, expressed in writing under pain of invalidity.
2. In the event that the Supplier entrusts the performance of all or part of the subject matter of the contract to a subcontractor, no legal relationship or obligation shall arise between Lisner and that entity and Lisner shall not be obliged to pay any amounts due to that entity for that reason.
3. If Lisner agrees that the Supplier may entrust the performance of all or part of the subject matter of the contract to a subcontractor, the Supplier shall be liable for the actions of such subcontractor as for its own actions.
11. Security. Final provisions
1. For the purpose of securing the execution and due performance of the Parties' agreement and Lisner's claims under the warranty and guarantee, the Supplier shall provide Lisner - as individually agreed by the Parties - with security:
1.1. in cash - a security deposit in the amount of 5% of the value of the net remuneration, as specified in the Parties' agreement, payable to Lisner's bank account: within 7 days from the conclusion of the Parties' agreement, or - as agreed by the Parties - the amounts paid as the aforementioned security shall constitute 5% of the value of each VAT invoice issued by the Supplier. However, for the avoidance of any doubts, the Parties agree that the value of the security deposit referred to above shall be determined using the rule of rounding amounts to full zlotys, i.e. the ends of amounts amounting to less than 50 groszy shall be disregarded, and the ends of amounts amounting to 50 groszy and more shall be increased to full zlotys.
The unused security deposit referred to above shall be returned to the Supplier, at his request, in the nominal amount within 30 days of the expiry of the warranty and guarantee period. The Supplier shall indicate to Lisner in writing the current details and bank account number.
1.2. in non-cash form - a bank guarantee or an insurance guarantee, with the indicated amount of security in a sum (value) not less than the amount referred to in point 1 above.
In the event that security for the performance and due performance of the Agreement and Lisner's claims under the warranty and guarantee is provided in a form other than cash, the document evidencing the bank guarantee or insurance guarantee shall include, in particular: the warranty and guarantee period plus 15 days, be unconditional, irrevocable and payable on first demand, be presented for Lisner's written acceptance. The original of the aforementioned guarantee document, confirming that the aforementioned security has been held (paid), in a form other than cash, shall be submitted by the Supplier to the Ordering Party within 7 days from the conclusion of the Parties' agreement. Lisner shall return the original guarantee document to the Supplier after the expiry of the period for which the aforementioned security has been established. In the event that the date of performance of the Parties' agreement is postponed (irrespective of the reason for the postponement) or the remuneration of the Supplier is changed, the Supplier shall be obliged to provide a new guarantee document, confirming the possession (payment) of the aforementioned security, on the date of signing of the annex to the Parties' agreement.
Lisner shall be entitled to use the security whenever the Supplier fails to perform the obligations indicated in the Parties' agreement or performs them improperly. From the security provided by the Supplier, Lisner shall be entitled to deduct any claims to which it is entitled under the Parties' contract.
During the period of performance of the Parties' agreement and during the warranty and guarantee period, the Supplier undertakes to notify Lisner in writing, within 7 days of the event/acquisition of information, of:
- a change of the Supplier's registered office, company, delivery address,
- filing by the Supplier of an application for bankruptcy or initiation of restructuring proceedings concerning the Supplier,
- filing by the Supplier of a petition to declare liquidation,
- suspension of the Supplier's activity.
1. The Supplier shall be obliged to hold, for the entire period of performance of the Parties' contract, a current liability insurance contract with a specified guarantee sum not lower than the value of the Supplier's remuneration agreed upon by the Parties. The Supplier shall be obliged to present an insurance policy confirming the insurance contract referred to above to Lisner on each occasion at Lisner's request and within the deadline indicated by Lisner. The Supplier shall be liable to Lisner and third parties for any damage to property, health or life caused by the Supplier, its employees or other persons acting on its behalf in connection with the performance of the Parties' contract. If such claims are made against Lisner, the Supplier shall indemnify Lisner against liability and, if this is not possible, shall pay all costs incurred by Lisner on this account.
2. The Supplier undertakes to conduct its business and perform the Parties' contract in compliance with ethical standards and professional integrity, to observe Lisner's regulations and organisational rules, including fire regulations, health and safety regulations. In addition, the Supplier, in implementing the Parties' agreement, undertakes to comply with the regulations governing environmental protection, care for the environment, including waste management. The Supplier shall be responsible for the proper management of waste produced in connection with the implementation of the Parties' agreement, in accordance with the applicable laws. All persons carrying out the delivery, services or work on behalf of the Supplier who will be present on Lisner's premises are obliged to have a current sanitary-epidemiological examination booklet (medical record book for sanitary and epidemiological purposes).
3. If necessary, Lisner and the Supplier shall appoint representatives of the Parties, i.e. persons to be contacted on an ongoing basis during and for the purpose of implementing the agreement of the Parties, to provide mutual information, to make arrangements, to make explanations, on technical matters, on implementation, etc., in the agreement of the Parties. A change of the aforementioned persons shall not constitute an amendment to the Parties' agreement. The Parties shall inform each other about the change of the aforementioned persons in writing or by e-mail correspondence. However, the arrangements of the aforementioned persons shall not affect the content of the Parties' agreement, which may be amended or supplemented by the Parties only in writing under pain of nullity, taking into account the rules of representation.
4. The transfer of the performance of the Parties' contract by the Supplier to third parties, including the assignment of rights and obligations arising therefrom, shall require the prior written consent of Lisner.
5. The total or partial invalidity or invalidity of one or several provisions of these General Terms and Conditions of Purchase, the Parties' agreement, shall not affect the validity of the remaining provisions of the aforementioned documents. In such case, the Parties shall be obliged to replace the invalid provision with a new provision whose purpose is as similar as possible to the invalidated provision. If any provision of the General Terms and Conditions of Purchase, the Parties' agreement conflicts with a mandatory provision of law, such provision shall be deemed to be invalid and the mandatory provisions of law shall apply instead.
6. Any amendments to these General Terms and Conditions of Purchase, amendments to the Parties' agreement, shall be made in writing under pain of nullity. The above provision shall also apply if the requirement for written form is waived.
7. Any notices or other correspondence related to the performance of the Parties' agreement shall be made in writing or electronically, using the Parties' business email addresses, unless otherwise agreed by the Parties.
8. According to Article 4c of the Act on Prevention of Excessive Delays in Commercial Transactions of 8 March 2013, Lisner declares that it is a large entrepreneur within the meaning of Annex I to the Commission Regulation (EU) No 651/2014 of 17 June 2014 declaring certain types of aid compatible with the internal market in application of Articles 107 and 108 of the Treaty and within the meaning of the Act on Prevention of Excessive Delays in Commercial Transactions of 8 March 2013.
9. Lisner's failure to exercise any right given to it in the General Terms and Conditions of Purchase, the Parties' agreement or by law shall not be deemed to be a waiver of such right. The General Terms and Conditions of Purchase have been prepared in the Polish language; if other language versions of the General Terms and Conditions of Purchase are used and any discrepancies between the versions occur, the version of the General Terms and Conditions of Purchase in the Polish language shall be decisive for the interpretation.
10. The General Terms and Conditions of Purchase, together with their appendices, are published on Lisner's website www.lisner.pl and remain there for the continuous viewing and reading of any interested party.
11. The General Terms and Conditions of Purchase shall enter into force on the 30th June 2021 and shall apply to all contracts of the Parties entered into by Lisner after this date.