• These General Purchase Conditions (hereinafter referred to as “Conditions”) are applicable for all goods and services delivered to the Buyer. Validity of other conditions, in particular contrary to these Conditions, must be confirmed in writing by the Buyer.
• Acceptation of these Conditions by the Supplier excludes the application of any other sale and supply conditions of the Supplier.
• Meaning of terms used in this document:
• Conditions – General Purchase Conditions,
• Buyer - Kronospan Szczecinek Sp. z o.o.,
• Supplier – suppliers, sellers or service provider.
• Goods – goods and services supplied/provided by the Supplier.
  

· These Conditions focus on purchasing of Goods defined in orders signed by authorized persons. Purchasing of Goods is possible only if written orders exist. Any spoken agreements must be confirmed in writing.

· The Supplier is obliged to accept any order by written confirmation within 5 days from the receipt. If no written confirmation takes place within the aforesaid period, the order is regarded to be accepted in accordance with the conditions stated herein.

· Orders represent offers in accordance with the civil code which may be accepted as a whole, without any changes or reservations. Any changes or additions to any provision of the order constitute a new offer. Any order changes must be confirmed in writing by both the Buyer and the Supplier.

· The Supplier is obliged to put Buyer’s order number in the invoice. When the order number is missing, the Buyer may assume that the goods specified in the invoice is not ordered and refuse the delivery or stop payment until the Supplier submits appropriate documents as base of the delivery (e.g., showing the order).

· Remuneration for any materials, drawings, designs prepared and collected during the negotiations carried out prior to the ordering shall be included in the price and become Buyer’s property at the realization of the order.

· At service orders, the Supplier/Provider is obliged to remove all waste produced during the execution of the works from Buyer’s premises as provided in the Waste Management Act of 27th April 2001.



· Delivery dates shall be specified in the orders. The orders can provide deliveries of Goods by call .

· Deliveries before the agreed date must be approved by the Buyer. However, in case of pre-mature deliveries, the payment terms are calculated from the delivery date specified in the order.

· Deliveries shall take place at costs and risk of the Supplier. The receipt of the Goods shall take place at Buyers warehouse which is open 7.00 am – 3.00 pm on working days (except for emergency situations).

· The risk of accidental loss or damage of the Goods is transferred to the Buyer after signing the delivery note or – in case of machines and appliances - after start up or acceptance protocol date signed by the Buyer and Supplier. In case of weight complaints, the weight of the Goods shall be determined using Buyer's scales. The Suppliers bears the sole responsibility for the consequences of inappropriate issue or incompleteness of the freight documentation. The Buyer may transfer any documented costs arisen as consequence of any transport document errors.

· In case of delivery delays, the Supplier shall pay a penalty of 5% of the net value of the order for each initiated week of the delay. However, the max. penalty may not exceed 20% of the ordered net value. In case of damages resulting from the delivery delay, the Buyer is entitled to claim for compensation exceeding the penalty value in accordance with the valid regulations.

· In case of delivery delays exceeding 7 days, the Buyer is entitled to withdraw from the order without the obligation to set any additional delivery date, independently from the right to penalty claim mentioned under item 4.

· The Supplier shall attach any required documents in accordance with the valid regulations, such as manuals in Polish language, safety certificates, approvals etc., for the delivered items. The Buyer is entitled to charge the Supplier with any costs resulting from the lack of the aforesaid documents.



· Buyer’s guarantee rights comply with the valid regulations of the Polish civil code.

· In particular, the Buyer may put complains and get remuneration for the storage of the complained Goods as specified in the complaint note. If the complaint is not examined within 30 days from the receipt day, the Buyer will consider the value of the complained Goods estimated on the base of its best knowledge on account of the losses arisen as consequence of the delivery of defective Goods.

· The warranty period for the Goods supplied by the Supplier amounts to 2 years from the delivery. The warranty includes – at Buyer’s discretion – removal of physical defects or supply with defect-free Goods. If the Buyer makes use of its rights under the warranty, the Supplier is obliged to take the defective Goods from Buyers warehouse and to deliver new Goods. The Buyer is entitled to entrust third parties with the removal of the defects at Supplier’s expense without additional summons. The Supplier shall attach the warranty sheets to the Goods.

· In case of the resale of the Goods on conditions of consumer resale, the Buyer is entitled - apart from the warranty and guarantee rights - to compensation owing to any non-conformance of the consumer Goods and to charge the Supplier with any resulting costs.

· The Buyer reserves itself the right to stop the payments for the Goods which are subject to claims mentioned under 1-3.



The Buyer may charge the Supplier with the weighing costs in accordance with the price provisions of the Buyer.



· If the order doesn't include different provisions, the prices are fix, free Buyer’s warehouse or seat. In case of price reductions in the period between the order placement and delivery of Goods, the Supplier shall accordingly reduce the price from the order. The Supplier is not entitled to increase the price in the time between order placement and the delivery.

· The prices specified in the orders include costs of appropriate packaging which shall comply with the valid regulations about placement of information about the manufacturer, product and labeling.

· If the Supplier specifies the prices on the base of the price list, any change in the price list shall come into force after written approval of the Buyer. Price changes shall come into force after 30 days from Buyer's written approval.

· The prices and discounts agreed at the realization of the orders are also applicable for any changed supplementary orders.

· The invoicing shall be based on the reports of Goods acceptance signed by the Supplier and Buyer.

· In case of regular supplying orders, the Buyer shall carry out the payments on the base of collective orders issued by the Supplier in one-week or one-month cycles to be agreed with the Buyer.

· In case of price agreed in foreign currencies, the settlements between the Supplier and the Buyer shall be based on the average exchange rate announced by the Polish central bank NBP on the invoice issue day. The supplier is obliged to put the exchange rate and exchange rate table number in the invoice. The Buyer shall not be charged with any price differences resulting from any exchange rate differences.

· In case of delivery net values exceeding 100.000,00 PLN the Buyer is entitled to retain 5% of the net value of the Goods as security for any claims mentioned under § 3 of the Conditions, for the period of one year from the transfer of the risk of accidental loss or damage of the Goods.

• The payments resulting from the orders of the Supplier can be compensated against receivables of the following companies: Polspan Sp. z o.o. with registered office in Szczecinek, Krono-Chem Sp. z o.o. with registered office in Szczecinek, Kronospan Szczecinek Sp. z o.o. with registered office in Szczecinek, Kronotex Sp. z o.o. z with registered office in Szczecinek, Kronotex Bis Sp. z o.o. with registered office in Szczecinek, Kronoflooring Mielec Sp. z o.o. with registered office in Mielec, Kronospan Mielec Sp. z o.o. with registered office in Mielec, Silva Sp. z o.o. with registered office in Mielec, Kronoerg Sp. z o.o. with registered office in Pustków, HPL Pustków Sp. z o.o. with registered office in Pustków, Kronoplus Sp. z o.o. with registered office in Poznań, Fabryka Papieru „Malta-Decor” S.Awith registered office in Poznań and Malta Trading Sp. z o.o. with registered office in Poznań.
  
  
• The Supplier undertakes that the delivery terms for the Goods delivered to the companies mentioned under item 9 shall not be worse than the ones for the Buyer.
  

· The Buyer shall pay for the delivered Goods in cashless form, i.e. by bank transfer to Supplier’s bank account.

· If the agreement concluded with the Supplier doesn't include different provisions, the payments for the delivered Goods shall take place on the next 15th or last day of the month after the payment date specified in the order calculated from the acceptance note mentioned under § 5 item 5 or invoice receipt – which one is earlier. In case of premature payments where the actual payment takes place at least 14 days before the date specified in the order, the Supplier shall grant the Buyer a payment discount of at least 3%. Based on mutual written agreements between the Supplier and Purchaser, the payment discount can be replaced with price discount.

· Any other payment terms can be introduced with written approval of the Buyer.

· The date of Purchaser’s bank account charge is treated as the payment date.



· The Supplier shall provide the Purchaser an annual price discount due to purchase value as follows:

• a/ 1,5 % of the value of the Goods purchased during the calendar year, if the purchase value amounts to max. 100% of the value from the previous year,
• b/ 2,5 % of the value of the Goods purchased during the calendar year, if the purchase value amounts 100% up to 115% of the value from the previous year,
• c/ 3 % of the value of the Goods purchased during the calendar year, if the purchase value exceeds 115% of the value from the previous year,
• The discounts mentioned under item 1 shall be calculated on the base of the net prices of the Goods.
• The discounts shall be documented in form of correction invoices issued by the Supplier until 31st January of the subsequent year.
• In case of regular co-operation between the Buyer and the Supplier of at last 3 years, the Supplier shall provide an additional discount for each next year amounting to 3% of the purchase value from the last year. For discount calculations, one year – 365 subsequent days.

• The Supplier is not entitled to transfer its rights and obligations to the Purchaser without Purchaser’s approval in written.
• The Supplier is obliged to keep secret the order conditions agreed with the Purchaser as well as any information which it got to know during the negotiations and realization of the order. The Supplier may disclose such information only with Purchaser’s written consent or if the disclosure is necessary in accordance with the valid regulations. If the aforesaid provision is not observed, the Buyer may demand a penalty of 10.000 PLN for one case of infringement. Independent from the penalty, the Buyer may claim for compensation of damages in accordance with the valid regulations.
• The Supplier is obliged to sign liability insurance agreement with the coverage sum of at least 50% of Buyer’s order value.
• These Conditions constitute an integral part of orders for Goods placed by authorized employees of the Buyer.
• In addition, the provisions of the Polish law, in particular, of the civil code, are applicable.
• The court competent for Buyer’s registered office is responsible for any disputes arising from these Conditions or agreements concluded on the base thereof.
• These Conditions are valid from 01.05.2006