1. General Provisions
1.1. These General Terms and Conditions of Purchase (hereinafter: “GTC”) govern the principles of acquiring Goods by Fibicon Polska Sp. z o.o., with its registered office at ul. Kwidzyńska 71, 51-415 Wrocław, Poland, Tax Identification Number (NIP): 8982280889, REGON: 522709817, KRS: 0000984263 (hereinafter: “Purchaser”) from Suppliers.
1.2. The GTC form an integral part of every Agreement concluded by the Purchaser, unless the Parties expressly agree otherwise in writing.
1.3. The Supplier’s commercial terms shall not apply to the Purchaser, regardless of their mention in the Supplier’s documents, such as order confirmations or offers, unless the Purchaser expressly accepts them in writing, under the penalty of nullity.
1.4. The GTC apply to requests for quotations, Orders, and Agreements concluded between the Purchaser and the Supplier, defining the rights and obligations of the Parties.
1.5. Requests for quotations or invitations to submit offers by the Purchaser are not binding and do not create any obligations on the part of the Purchaser.
1.6. The GTC are binding on the Supplier from the moment of their delivery during the conclusion of the Agreement or from the moment the Supplier could have become acquainted with them, in particular through their availability on the website www.fibicon.com.
1.7. Acceptable forms of communication between the Parties include written form, oral form (in person or by telephone), mail, or email, unless the GTC or the Agreement require a specific form.
1.8. The GTC constitute a standard contract within the meaning of Article 384 of the Polish Civil Code (k.c.).
2. Definitions
2.1. Purchaser – Fibicon Polska Sp. z o.o., with its registered office at ul. Kwidzyńska 71, 51-415 Wrocław, Poland, NIP: 8982280889, REGON: 522709817, KRS: 0000984263.
2.2. Supplier – a natural person conducting business activity, a legal person, or an organizational unit without legal personality, delivering Goods to the Purchaser as part of their business activities.
2.3. Goods – materials, raw materials, parts, prefabricates, products, or devices delivered by the Supplier based on the Order.
2.4. Agreement – a sale or delivery agreement for Goods within the meaning of the Polish Civil Code, concluded in a form prescribed by law, under which the Supplier transfers ownership of the Goods to the Purchaser.
2.5. Order – a declaration of intent by the Purchaser or an authorized person, addressed to the Supplier, specifying the conditions for the purchase of Goods, consistent with the GTC.
2.6. k.c. – the Act of 23 April 1964 – Polish Civil Code (Journal of Laws 2018.1025).
2.7. Force Majeure – an external, unpredictable, and unavoidable event, such as natural disasters, strikes, or acts of war, preventing the performance of obligations.
3. Placing and Execution of Orders
3.1. Orders are placed by the Purchaser in writing, via email, EDI system, or another agreed communication channel.
3.2. The Supplier confirms acceptance of the Order in writing (paper document, email) within 3 business days of its receipt. Failure to confirm within this period is deemed as tacit acceptance of the Order under the conditions specified in the GTC.
3.3. Confirmation of the Order with reservations or changes constitutes a new offer and requires the Purchaser’s written acceptance under the penalty of nullity.
3.4. Acceptance of the Order implies acceptance of the GTC, which take precedence over any Supplier’s sales conditions.
3.5. The Order number must be indicated on all transaction-related documents, including the invoice, delivery note (WZ), delivery notification, and acceptance protocol.
4. Delivery Conditions
4.1. The Supplier delivers the Goods to the location specified in the Order, in accordance with its terms, including quantity, quality, and delivery deadlines.
4.2. Unless otherwise specified in the Order, deliveries are made under Incoterms 2020, DDP (Delivered Duty Paid) rule to the Purchaser’s registered office.
4.3. The costs of transport, loading, unloading, packaging, insurance, and other delivery-related costs are borne by the Supplier, unless the Parties agree otherwise in writing.
4.4. The Supplier ensures appropriate packaging, labeling, and securing of the Goods to guarantee their intact condition during transport.
4.5. Each delivery must be accompanied by documents, including an invoice, goods specification, certificates, quality certificates, and warranty cards, as required by the Order and applicable law.
4.6. Delivery is deemed completed upon the Purchaser’s defect-free acceptance of the Goods at the agreed location, in accordance with Incoterms.
4.7. The Purchaser may return Goods delivered before the agreed date at the Supplier’s cost and risk or charge the Supplier for storage costs.
4.8. In case of identified or suspected non-conformity of the Goods with the technical specification of the Order, the Supplier shall immediately, no later than within 24 hours of identifying the issue, notify the Purchaser in writing, specifying the details of the non-conformity.
4.9. Goods not conforming to the technical specification are returned at the Supplier’s cost and risk. Upon the Purchaser’s request, the Supplier shall deliver replacement Goods meeting the Order’s requirements within 5 business days from the return of non-conforming Goods and provide a written report indicating the reasons for non-conformity and corrective actions taken.
4.10. If the Purchaser suspects that the delivered Goods may be counterfeit, it may withhold their return and store them for the purpose of conducting an investigation, including referring the matter to the relevant authorities. The Supplier is obliged to cooperate with the Purchaser during such proceedings.
5. Delivery Deadlines
5.1. Delivery deadlines specified in the Order are binding and indicate the date of delivery of the Goods to the location designated by the Purchaser.
5.2. In case of a risk of missing the delivery deadline, the Supplier shall immediately notify the Purchaser in writing, specifying the reasons and the expected delay period.
5.3. Failure to notify or an indication of inability to deliver on time entitles the Purchaser to withdraw from the Order without incurring costs, with the right to claim damages under the general provisions of the Polish Civil Code.
5.4. In case of a delay in delivery, the Supplier shall pay a contractual penalty of 0.6% of the Order value for each day of delay, up to a maximum of 20% of the Order value.
5.5. The Purchaser may claim damages exceeding the contractual penalties under the general provisions of the Polish Civil Code.
6. Quality and Liability for Defects
6.1. The Supplier guarantees that the Goods are free from physical and legal defects, comply with the Order, industry standards, and applicable law.
6.2. The Purchaser may conduct a quality inspection of the Goods before or after acceptance. In case of non-conformity, the Purchaser may refuse to accept the Goods or demand their replacement at the Supplier’s cost.
6.3. The warranty period is 24 months from the date of signing the defect-free acceptance protocol, unless the Order specifies a different period.
6.4. The Supplier shall remedy defects in the Goods within the period set by the Purchaser, not exceeding 14 business days from the notification. Failure to respond to a complaint within this period is deemed as its acceptance.
6.5. The Purchaser may, at its discretion, demand the return of defective Goods, replacement, repair, or a price reduction proportional to the defect.
6.6. If defects are not remedied within the specified period, the Purchaser may remedy them at the Supplier’s cost after prior written notification.
6.7. The warranty and statutory warranty periods are extended by the time from the defect notification to its remedy. In case of Goods replacement, these periods start anew.
6.8. The Purchaser may assign warranty and statutory warranty rights to third parties.
7. Certificates of Conformity
7.1. The Supplier ensures full traceability of the Goods delivered under the Order and confirms their compliance with the GTC and Order requirements by providing a Certificate of Conformity (CoC).
7.2. The Certificate of Conformity shall include at least:
- A signed declaration of conformity, certifying that the Goods meet all Order requirements, industry standards, and applicable law.
- Complete data enabling unambiguous identification of the Goods, including name, serial number, batch number, technical specification, and other relevant information.
7.3. The Supplier is responsible for providing the Certificate of Conformity with the Goods. Failure to fulfill this obligation may result in the Purchaser refusing to accept the delivery.
7.4. The Purchaser reserves the right to verify the authenticity and correctness of the Certificate of Conformity, and in case of non-conformity, may demand clarifications or corrections at the Supplier’s cost.
8. Payments
8.1. Payment is made based on a correctly issued VAT invoice, compliant with the Order and defect-free acceptance protocol, within 90 days from the invoice delivery, unless the Parties agree otherwise in writing.
8.2. The invoice must include the Order number and comply with tax law requirements.
8.3. The payment date is the date the Purchaser’s bank account is debited.
8.4. The Purchaser may withhold payment in case of non-conformity of the Goods with the Order or lack of required documents, including the Certificate of Conformity, until the non-conformity is rectified.
9. Compliance with Export Regulations and Sanctions
9.1. The Supplier is obliged to inform the Purchaser in writing, prior to delivery (in the offer and order confirmation), whether the delivered Goods are subject to restrictions arising from export regulations.
9.2. The Supplier declares that:
- It is not a person or entity, nor is it controlled by a person or entity, nor is it directly or indirectly controlled by a person or entity listed on economic, commercial, financial, embargo, import/export control, or terrorism suspect lists issued by the United Nations (UN), the European Union (EU), the United States of America, or other countries, or resulting from other applicable laws (hereinafter: “Sanctions”).
- None of its affiliated entities, board members, management, representatives, or beneficial owners are listed on Sanctions lists.
9.3. The Supplier ensures that the execution of the Order will not involve Goods, raw materials, components, or services originating from countries or entities subject to Sanctions, in particular in a manner violating Council Regulation (EU) No 833/2014 on Russia’s actions destabilizing the situation in Ukraine and Regulation (EC) No 765/2006 concerning the situation in Belarus.
9.4. The Supplier shall immediately, no later than within 5 business days, notify the Purchaser in writing of any event that could result in a breach of the above declarations.
9.5. The Purchaser reserves the right to immediately withdraw from the Agreement by a unilateral declaration of intent if:
- The Supplier or its affiliated entities become subject to Sanctions.
- The Supplier’s or its affiliated entities’ actions may lead to a breach of Sanctions, particularly through the use of Goods or technologies subject to import restrictions.
9.6. The Purchaser may claim damages under the general provisions of the Polish Civil Code if any of the Supplier’s declarations prove to be untrue, without prejudice to other rights of the Purchaser.
9.7. The Purchaser may request the Supplier to provide documents confirming the Agreement’s compliance with applicable Sanctions and export control regulations.
10. Confidentiality
10.1. All information obtained by the Supplier in connection with the execution of the Order, including the Purchaser’s organizational, commercial, and technical data, is confidential and may not be disclosed to third parties, unless required by law.
10.2. Information regarding turnover volumes, prices, discounts, product specifications, logistics, and technological data is particularly confidential. Breach of confidentiality entitles the Purchaser to withdraw from the Order.
10.3. The Supplier ensures the protection of confidential information and uses it solely for the execution of the Order. The confidentiality obligation remains in force after the termination or expiration of the Agreement.
10.4. The Supplier is liable for breaching the Purchaser’s trade secrets in accordance with the Act of 16 April 1993 on combating unfair competition.
11. Additional Provisions
11.1. Partial deliveries are permissible only with the Purchaser’s express consent.
11.2. The Purchaser may return part of the Goods or reduce the scope of the Order, applying the unit prices specified in the Order.
11.3. The Supplier may not delegate the execution of the Agreement to a subcontractor without the Purchaser’s written consent, under the penalty of nullity.
11.4. Transfer of rights under the Agreement to third parties requires the Purchaser’s written consent, under the penalty of nullity.
12. Dispute Resolution
12.1. Disputes arising from the GTC or the Agreement, not resolved amicably, shall be settled by the competent court for the Purchaser’s registered office.
13. Personal Data Protection
13.1. The Purchaser is the controller of the Supplier’s or its representatives’ personal data.
13.2. Providing personal data is voluntary but necessary for the conclusion and execution of the Agreement.
13.3. Detailed personal data protection rules are available in the Privacy Policy on the website www.fibicon.com.
14. Final Provisions
14.1. In case of a conflict between the GTC and the Agreement, the provisions of the Agreement take precedence.
14.2. The Purchaser may amend the GTC, notifying about it on the website www.fibicon.com. Amendments do not apply to Agreements concluded before their entry into force.
14.3. Matters not regulated by the GTC are governed by Polish law, in particular the Polish Civil Code.
14.4. In case of a dispute regarding the interpretation or execution of the Order or these GTC, which the Parties do not resolve amicably within 30 days of its occurrence, the competent court for resolution shall be the court competent for the Purchaser’s registered office.
14.5. For the avoidance of doubt, the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention) does not apply to Agreements concluded under the GTC.
14.6. The Parties undertake to maintain the confidentiality of all information, data, and documentation obtained in connection with the execution of the Agreement, regardless of the form of their transmission, except where disclosure is required by applicable law. This obligation remains in force after the expiration or termination of the Agreement.
