Terms and Conditions of Purchase

Appendix 6 to the Terms and Conditions of Purchase of Huta ŁABĘDY S.A.

GENERAL TERMS AND CONDITIONS OF PURCHASE OF HUTA ŁABĘDY S.A.

GENERAL PROVISIONS
1. The General Terms and Conditions of Purchase (GTCP) shall apply to purchases/deliveries by HUTA ŁABĘDY S.A. in Poland of materials, raw materials, parts, prefabricated elements, products or equipment and any other items offered or delivered by Contractors. The GTCP shall also apply to purchases by Huta Łabędy S.A. of services or construction works.
2. The terms used in the GTCP shall have the following meaning:

GTCs – the General Terms and Conditions of Purchase regulated herein applicable to Huta Łabędy S.A.,
Steelworks, Purchaser or Company – Huta Łabędy S.A. with its registered office in Gliwice,
Contractor – Internal Contractor or External Contractor,
Internal Contractor – an organisational unit of Węglokoks S.A. Group of Companies which applies for a contract the subject matter of which is services, deliveries or construction works, has submitted an Offer or concluded a contract with the Steelworks for the provision of services, deliveries or performance of construction works to it,
External Contractor – a natural person, a legal person or an organisational unit without legal personality who applies for a contract the subject matter of which are services, supplies or construction works for the benefit of the Steelworks, submitted an Offer or concluded a contract with the Steelworks for the provision of services, deliveries or performance of works for the Steelworks,
Party or Parties – the Ordering Party and/or the Contractor,
Order – a document sent to the Contractor specifying the needs of the Steelworks and the terms of cooperation and constituting the basis for deliveries, provision of services or performance of construction works or, in relation to purchases made via the Purchasing Platform, confirming acceptance of the Contractor’s offer, called the Order Form in the Ordering Party’s Terms and Conditions of Purchase,
Order Confirmation – a document confirming the acceptance of the Order by the Contractor; in the case of purchases made via the Purchasing Platform a Contract is concluded based on the acceptance of the Contractor’s offer submitted via the platform in the form of an Order signed by the Steelworks, and the Order Confirmation document signed by the Contractor has declaratory significance only (for evidential purposes),
Goods or Service, Services – depending on the context, materials, raw materials, parts, prefabricated components, products, devices and other items being the subject of purchase/delivery or services or construction works covered by the subject of the Order/Contract,
Business Days – days from Monday to Friday with the exception of public holidays,
Contract – a contract within the meaning of the Civil Code (i.e. declaration of will of the Steelworks
and the Contractor regulating the conditions of sale/purchase of Goods, provision of Services or performance of construction works). The confirmation of the conclusion of a contract within the meaning of the Civil Code shall be the document referred to in the GTCP as the “Order” or the document referred to in the GTCP as the “Order Confirmation” or the document referred to in the GTCP as the “Contract”.

1. No terms and conditions of purchase other than those provided for in the GTCs, regardless of the form and manner in which they are adopted and communicated, shall apply to the Ordering Party unless expressly confirmed by the Ordering Party in writing.
2. The GTCs shall form an integral part of the Order submitted to the Contractor/Contract concluded by the Contractor and the Ordering Party. In the event of discrepancies between the GTCs and the content of the Order/Contract concluded with the Contractor, the content of the Order/Contract shall prevail.
3. Inconsistent GTCs contained in the Order Confirmations issued by the Contractors shall not be binding on the Ordering Party, even if they have not been rejected by the Ordering Party.
4. No amendments, additions, deletions or supplements to the Order/Contract introduced by the Contractors shall be binding on the Ordering Party unless the Ordering Party expressly confirms otherwise in writing.
5. If individual provisions of the GTCs cannot be applied for any reason, all other provisions in the GTCs shall remain unchanged and shall be deemed to be binding.
6. Special terms and conditions of purchase, including provisions of the Order/Contract that differ from that found in the GTCs or other provisions agreed in writing by the Purchaser and the Contractor shall take precedence over the provisions of the GTCs.

SPECIAL PROVISIONS

1. 1. In view of the situation of war between Russia and Ukraine, the Parties hereby declare that they comply with the applicable laws introducing sanctions and do not cooperate with sanctioned entities or to the extent covered by the sanctions.
  2. The Contractor declares that neither it nor any member of the Contractor’s Management Board or any of the beneficial owners are subject to sanctions.
  3. The Parties unanimously agree to allow for the possibility of renegotiating the terms of cooperation in the event of unforeseen consequences of the war between Russia and Ukraine affecting the cooperation.

1b. Bid security/Performance bond

1.b.1. If the Ordering Party assumes the obligation to provide bid security or submit a performance bond in the conditions of participation in the contract award procedure, the following provisions shall apply in the absence of any other provisions of the Request for Quotation or the ToR.

1.b.2. In the contract award procedure, the Ordering Party may require the Contractor to provide bid security.

1.b.3. The amount of bid security shall be 10% of the estimated value of the Order.

1.b.4. The Ordering Patry shall specify the date, form and place for the provision of bid security in the Request for Quotation/ToR. 1.b.5. Bid security may have one or more of the following forms:

1. specific currency – payment to the account indicated by the Ordering Party,
2. bank guarantee
3. bank surety,
4. insurance guarantee.

1.b.6. Bid security may have a mixed form, i.e. various forms, if the ToR/Request for Quotation does not provide otherwise. In such a case, the total amount resulting from the different forms of the security shall be at least the amount required by the Ordering Party.

1.b.7. Bid security shall be returned immediately after:

1. expiry of the offer validity period,
2. cancellation of the contract award procedure by the Ordering Party,
3. conclusion of an order contract with the Contractor and providing a performance bond, if required,
4. requesting the return of the security by the Contractor who:

- - withdrew the offer from the contract award procedure before the deadline for submitting offers,
  - has been excluded from the contract award procedure or its offer has been rejected.

1.b.8. Bid security paid in cash shall be returned at the nominal value, i.e. without interest. The Steelworks may provide for the obligation of the Contractor to cover the costs of the refund of the security.

1.b.9. The Contractor’s request to return the security in accordance with sec. 1.b.7. letter d) above shall mean that it withdraws from the contract award procedure.

1.b.10. If the Ordering Party allows for the submission of partial offers, it shall specify the amount of security for each part.

1.b.11. The Ordering Party shall have the right to retain the security if the Contractor:

1. changes the offer after the tender opening date, while the change of the offer shall not be understood as a change beneficial for the Steelworks,
2. withdraws the offer after the tender opening date,
3. refuses to enter into a contract which complies with the terms specified in the tender or the conclusion of the contract becomes impossible for reasons attributable to the Contractor,
4. fails to timely provide a performance bond, on condition that information about the need to submit it was included in the ToR/Request for Quotation.

1.b.12. In addition, the Steelworks may retain the security if the Contractor has not supplemented the documents upon request or has not clarified any doubts regarding the contents of the offer.

1.b.13. In a contract award procedure, the Ordering Party may require the Contractor to provide a performance bond, provided that information on the necessity to provide such a bond was included in the ToR/Request for Quotation.

1.b.14. The amount of that security shall be 20% of the value of the contract to be awarded.

1.b.15. The security shall be provided in one or more of the following forms, at the Contractor’s choice:

1. specific currency – payment to the account indicated by the Ordering Party,
2. bank guarantee
3. bank surety,
4. insurance guarantee.

1.b.16. The security may have a mixed form, i.e. various forms, if the ToR/Request for Quotation does not provide otherwise. In such a case, the total amount resulting from the different forms of the security shall be at least the amount required by the Ordering Party.

1.b.17. In justified situations, the ToR/Request for Quotation may assume that:

1. a specific % of the security shall be returned to the Contractor after signing the final acceptance protocol and that,
2. a specific % of the security shall be returned after the expiry of the guarantee or warranty period for the completed subject of the order.

1.b.18. At the request of the Contractor, the Ordering Party may agree to transfer all or part of the paid deposit as security.

1.b.19. The security paid in cash shall be returned at the nominal value. The Steelworks may provide for the obligation of the Contractor to cover the costs of the refund of the security.

ORDERS
1. Within 7 Business Days of receipt of the Order, the Contractor shall provide the Ordering Party with the Order Confirmation in the manner indicated by the Ordering Party in the Order.
2. Provision of the Order Confirmation relating to purchases made via the Purchasing Platform is relevant for evidential purposes only, as the Contract is concluded when the Order corresponding to the content of the offer submitted by the Contractor is placed via this Platform.
3. The Contractor shall be bound by its offer for a minimum period of 30 days, unless the request for quotation submitted by the Steelworks provides for a different minimum period or the request does not provide for a minimum period for the offer to be valid.
4. Acceptance of the provisions of the GTCs by the Contractor is the condition for placing an Order or concluding a Contract by the Ordering Party. In case of doubt, the Contractor’s acknowledgement of the GTCs shall be deemed to take place when one of the following events occurs:
  1. Submission of an offer via the Purchasing Platform,
  2. Submission of an Order Confirmation,
  3. Conclusion of the Contract with the Ordering Party,
  4. Proceeding with the execution of the Order or performance of the Contract, when the Order was awarded or the Contract was concluded without using the Purchasing Platform or e-mail or other required form
    .
5. The Order number must be indicated each time on a delivery notice, VAT invoice, stock issue confirmation, Goods receipt protocol and any other documents related to the delivery or the performance of the service.

PRICES, PAYMENT TERMS, INVOICING
1. All prices stated in the Orders shall be binding and not subject to change.
2. The prices include all taxes, margins, insurance and all other costs incurred by the Contractor except for the Value Added Tax (VAT). The prices include, in particular, the costs of proper packaging and fastening of the Goods for transport, protection of the Goods against damage or loss, as well as the costs of the necessary accessories and tools or devices provided to enable the use of the delivered Goods for their intended purpose and their maintenance.
  
  The prices include all charges for the use of intellectual property rights, in particular, remuneration for copyright and industrial property rights. The prices also include all expenses of the service providers, as well as the expenses of their subcontractors.
3. Unless otherwise specified in the Order/Contract, the price also includes the costs of transporting the Goods to the place indicated in the Order/Contract.
4. After each delivery in accordance with the Order, the Contractor shall send the Ordering Party original invoices issued in accordance with the requirements set out in the legislation.
5. The Ordering Party shall allow invoices to be sent electronically, provided that a relevant agreement
  is concluded with the Contractor.
6. The invoices shall contain the number and date of the Ordering Party’s Order or the number and date of the concluded Contract.
7. The VAT invoices – issued in a correct and timely manner – shall be payable by the Ordering Party on the date specified in the Order/Contract.
8. The Ordering Party shall have the right to withhold payment for the delivered Goods or performed Services in the event of complaints as to their quantity, quality or compliance with other requirements specified in the Order/Contract. In such a case, the Contractor shall not be entitled to claim interest (even on a part of the price) until the complaint is considered and the defects are removed, in particular, quantitative deficiencies in the Goods.
9. The absence of an express challenge to the VAT invoice issued by the Contractor shall not imply acceptance or approval by the Ordering Party of the Goods supplied by the Contractor. The only document binding the Ordering Party that confirms the compliance of the delivered Goods with the Order shall be the delivery document. The signing of the delivery document by the Ordering Party shall not deprive it of its right to claims under the guarantee or warranty insofar as defects in the delivered Goods are discovered later.

DELIVERY, PACKAGING, TRANSPORT
1. The Ordering Party shall specify the place of delivery in the Order/Contract.
2. The Goods shall be delivered to the place specified in the Order/Contract at the Contractor’s expense unless the Order/Contract expressly provides otherwise.
3. Prior to delivery, the Contractor shall inspect the Goods for:
  1. compliance with the Order/Contract, their quality, weight and dimensions, the lack of damage to the Goods and their proper packing for transport,
  2. proper marking in accordance with the relevant requirements, in particular, in the case of dangerous goods, enabling their proper identification; the Goods shall bear the Order/Contract number, place of delivery, type, name, weight, quantity and any instructions on how to unload them.
4. The packaging materials and methods shall be selected by the Contractor in such a way as to ensure the proper protection of the delivered Goods, their storage, the possibility of recycling the packaging and energy savings.
5. At any request of the Ordering Party, the Contractor shall collect, at no extra charge, the packaging or parts of it left after the delivery of the Goods or other waste created in connection with the delivery of the Goods.
6. The Contractor declares that if waste is produced during the execution of the subject of the Order, it is the producer and holder of the waste and undertakes to keep waste inventory records and waste transfer notes in accordance with the applicable legal regulations and to manage waste in a manner that guarantees respect for the natural environment.
7. Delivery may be rejected if it is not accompanied by a delivery document issued by the Contractor, including the Order/Contract number, the specification of the Goods, the quantity, weight, packaging details and place of acceptance – if indicated in the Order/Contract, as well as approvals, certificates and guarantee cards.
8. The Contractor shall be liable for damage resulting from delayed delivery, loss or damage due to improper labelling, packaging or marking of the Goods.
9. Delivery of the ordered Goods shall be deemed to have been completed in accordance with the delivery conditions and the transfer of the risk of accidental loss of or damage to the Goods from the Contractor to the Ordering Party shall be deemed to have taken place at the time of documented acceptance of the Goods by the Ordering Party at the agreed place.

DELIVERY TIME, RIGHTS OF THE ORDERING PARTY
1. The delivery date is specified in the Order/Contract and shall mean the date of delivery of the Goods to the place of delivery indicated in the Order/Contract, or the date of performance of the Service. The delivery date shall be final and may be extended only with the written consent of the Ordering Party.
2. If there is a risk of not meeting the delivery deadline, the Contractor shall inform the Ordering Party in writing or via electronic means of communication (e.g. e-mail) about the expected period of delay and the reasons for it.
3. The Ordering Party reserves the right to withdraw from all or part of the uncompleted Order within 7 days of receiving the information referred to in item 5.2 of the GTCs, without being obliged to pay the price and any compensation, unless a different period is specified in the Order/Contract.
4. The Ordering Party shall have the right to return to the Contractor at the Contractor’s expense and risk any Goods delivered ahead of the schedule or to charge the Contractor with the relevant storage costs. In such a case, the risk of damage to or loss of the Goods shall be borne by the Contractor.
5. The liability for the non-performance or improper performance of obligations shall be in the form of contractual penalties.
  The Ordering Party shall have the right to ask the Contractor to pay the following contractual penalties:
  1. for non-performance of the Order/Contract by the Ordering Party for reasons attributable to the Contractor or third parties for whose actions the Contractor is responsible or by the Contractor for reasons not attributable to the Ordering Party – 10% of the Order/Contract net value;
  2. for exceeding the delivery deadline for reasons attributable to the Contractor – 0.2% of the Order net value not completed on time, for each commenced day of delay;
  3. for delay in the removal of defects identified at the acceptance of the Order or revealed during the period of warranty and guarantee for defects – 0.2% of the Order net value, for each commenced day of delay, calculated from the end of the deadline set by the Ordering Party for the removal of defects.
6. The Ordering Party shall have the right to charge contractual penalties under all above titles simultaneously, up to the amount not exceeding 20% of the Order net value.
7. The Ordering Party shall be entitled to deduct the accrued penalties from the Contractor’s remuneration and other receivables.
8. The Ordering Party shall not be obliged to notify the Contractor of the delay in the performance of the Order and the commencement of the period of contractual penalties.
9. In the event of the Contractor’s delay in performing the Order/Contract or the Contractor’s failure to fulfil the obligation specified in item 5.2 of the GTCs, the Ordering Party may – without losing the right to charge a contractual penalty or the right to additional compensation – use one or more of the following rights:
  1. demand immediate performance of the Order/Contract in whole or in part;
  2. purchase the goods/services from another contractor at the Contractor’s expense and risk (the so-called substitute performance);
  3. withdraw from the Order/Contract for reasons attributable to the Contractor without setting an additional deadline, upon written notice to the Contractor.
10. The rights specified in item 5.9 of the GTCs may be exercised by the Ordering Party within 14 days from the date on which the delay or non-performance of the obligation specified in item 5.2 of the GTCs occurs.
11. Notwithstanding the contractual penalties stipulated in item 5.5 of the GTCs, the Ordering Party shall also have the right to claim from the Contractor compensation for improper performance of the Order under the general rules specified in the Civil Code, up to full compensation for the damage and reimbursement of the costs incurred for the substitute performance of the Order.

VERIFICATION OF THE PROPER COMPLETION OF THE ORDER
1. The Ordering Party shall have the right to verify the progress and proper execution of the Order/Contract and to carry out any inspections and quality tests it deems appropriate to verify the compliance of the Goods or Services with the Order/Contract, their quality and quantity.
2. The Contractor shall enable the Ordering Party and persons authorised by the Ordering Party free access to the Contractor’s premises and the Goods storage area for the purpose of the inspection and tests referred to in the preceding sentence.
  The Ordering Party may require the submission of certain references, documents confirming the right to deliver the Goods/Services, the capacity necessary to deliver the Goods/Services and the experience of the Contractor.
3. The rights of the Ordering Party set out in sec. 5 of the GTCs shall not affect other obligations of the Contractor and the Ordering Party’s rights specified in the GTCs.

TECHNICAL DOCUMENTATION – INSTRUCTIONS
1. The Contractor shall provide the Ordering Party within the agreed timeframe, but no later than on the date of delivery, documentation including, in particular:

1. 1. technical documentation,
  2. operating and maintenance instructions,
  3. training instructions,
  4. guarantee document,
  5. drawings, sketches, plans,
  6. technical data sheets,
  7. certificates,
  8. product safety certificates,
  9. quality control certificates,
  10. certificates of conformity,

other documentation, if its provision is required for the proper use, maintenance of the Goods or proper performance of the Service, unless otherwise specified.

1. The documentation within the meaning of item 7.1 of the GTCs or supplied with the Goods or Services necessary for the proper use or maintenance of the purchased Goods or Services is an integral part of the purchased Goods/Service and is the property of the Ordering Party as part of the price paid.

GUARANTEE AND WARRANTY FOR DEFECTS – LIABILITY RULES
1. The Contractor guarantees that the delivered Goods are brand new, compliant with all technical requirements, including, in particular, specifications and standards, and suitable for the Ordering Party’s use, free from defects, including, in particular, design and workmanship defects and defects in the materials/semi-finished products used for their production.
2. The Contractor declares that the supplied Goods are its property and that they are free from legal defects, that it has the right to dispose of them freely and that their delivery to the Ordering Party does not violate any provisions of law, court rulings, administrative decisions or statutory or contractual provisions binding on the Contractor and will not result in the inability to satisfy a third party’s entitled claim.
3. The Contractor guarantees that the delivered Goods or Services meet the environmental protection, safety, OHS and fire protection standards as well as performance requirements and that all information provided by the Contractor in commercial brochures, advertising materials, price lists, quality systems and other marketing documents is true, reliable and verified.
4. The Contractor provides a quality warranty ensuring the absence of defects and proper operation of the delivered Goods or the correctness of the performed Service for a minimum period of 24 (twenty-four) months from the date of commencement of their use by the Ordering Party in accordance with their intended purpose unless the Order/Contract contains a different guarantee period. The warranty period shall be equal to the guarantee period.
5. Complaints submitted under warranty rights result in suspension of the warranty period until the defects are removed. In this case, the warranty period shall be extended accordingly, by the time the defects are removed.
6. However, if the Contractor replaces the defective Goods with Goods free of defects or performs a significant repair of the delivered Goods, the warranty period shall run from the beginning – from the moment of delivery of new or repaired Goods to the Ordering Party. If the Contractor has replaced/repaired part of the delivered Goods, the first sentence shall apply to the replaced/repaired part of the Goods.
7. If the Goods delivered by the Contractor or the Services performed by the Contractor are considered by the Ordering Party to be inconsistent with the content of the Order/Contract, applicable standards, warranty document or other requirements of the Ordering Party, the Ordering Party may, depending on its choice:

1. 1. purchase the Goods at a fairly reduced price or pay a fairly reduced price for the performed Services,
  2. reject the non-conforming Goods or Services and demand, at the Contractor’s expense and at the Ordering Party’s choice:

to replace the Goods or to perform the Service again,
to perform the necessary repairs,
to withdraw from the whole or part of the Order/Contract and return all or part of the non-conforming Goods and refund the paid price within 14 days of the return.

1. The Goods rejected by the Ordering Party shall be returned to the Contractor or stored by the Ordering Party at the expense and risk of the Contractor.
2. The Contractor shall pay for the Goods stored at its expense 10 days after it is notified of the rejection of the Goods by the Ordering Party.
3. If the Contractor does not promptly replace or repair the Goods accordingly, the Ordering Party shall be entitled to have the Goods replaced or repaired by a third party with reimbursement by the Contractor of any repair/replacement costs incurred by the Ordering Party.
4. The Ordering Party shall have the right to set a deadline for the Contractor to replace or repair the supplied Goods or a deadline for performing the Service again.
5. The Contractor shall be liable for all direct, indirect, incidental, wilful and consequential loss and damage incurred by the Ordering Party including loss of profit and reputation due to delay in delivery of the Goods or failure to perform the Services or their inadequate quality.
6. The principles of liability for damage listed in the GTCs shall not exclude further rights of the Ordering Party arising from generally applicable provisions of law or which the Contractor assumes as a result of separate negotiations or contractual provisions drawn up in writing.
7. Acceptance of the Goods or performance of the Service by the Ordering Party and signing the delivery document or the acceptance protocol, as well as the inspection of the Goods/Service by the Ordering Party do not release the Contractor from its obligations to remove any defects arising after the date of acceptance of the Goods or the Service.
8. The Contractor guarantees that during the period of the quality warranty, the Goods, parts, components and other elements of the Goods in which defects are found or which require replacement in the course of normal operation will be produced and delivered, as well as allows for reconstruction or expansion of the Goods, and ensures that their production will not be stopped during that period.

INTELLECTUAL PROPERTY RIGHTS
1. Notwithstanding any other provisions of the GTCs, the Contractor guarantees that the Goods, Services or their sale to the Ordering Party shall not infringe any trademark rights, patents, copyrights or other intellectual property rights of third parties.
2. The Contractor shall indemnify and hold harmless the Ordering Party and the third parties to whom the Ordering Party assigns these rights from liability for any actions, complaints, loss, costs, fees, etc. by persons whose intellectual property rights have been infringed, as well as the expenses and fees of their representatives.
  The above shall also include the costs of any potential out-of-court trials and proceedings.
3. In the event that any court or out-of-court proceedings related to the protection of intellectual property rights are initiated against the Ordering Party, the Contractor shall join such proceedings on the side of the Ordering Party and reimburse the costs incurred by the Ordering Party related to such proceedings, including the costs of professional representation by a lawyer, legal advisor, tax advisor, patent attorney or other experts whose participation in such proceedings is justified from the Ordering Party’s point of view.
4. In the event that the delivered Goods become the subject of a lawsuit or claim regarding intellectual property rights, the Contractor shall, as soon as possible, either obtain the right for the Ordering Party to use the Goods, or modify or replace the Goods in such a way that the infringement of third party rights is removed.
5. Obtaining consent, replacing or modifying the Goods may not reduce the functionality or features of the Goods necessary for a specific use by the Ordering Party.
6. In the event that the Contractor fails to fulfil its obligations specified in this section, the Ordering Party shall have the right to take actions that it considers appropriate, including the return of the purchased Goods and demanding a refund of the paid price.
7. By transferring the Goods, the Contractor transfers to the Ordering Party all copyrights and related rights to the Goods in the fields of exploitation specified in the Order/Contract, unless otherwise provided for in written arrangements between the Parties as part of the price paid for the Goods.
  Patentable inventions and protectable works shall be owned by the Ordering Party as part of the price paid for the Goods. Details of patentable inventions and protectable works shall each time be expressly indicated in the Order/Contract.
8. The provisions of this section shall apply accordingly in the event of other legal defects of the delivered Goods.

CONFIDENTIALITY
1. Any information obtained by the Contractor in connection with the completion of the Order/Contract, including, in particular, of an organisational, commercial and technical nature concerning the Ordering Party and not made available to the public shall be deemed confidential by the Parties and shall not be disclosed to third parties.
2. This obligation shall not apply to the following:
  1. information the disclosure of which is required by the applicable law,
  2. information that has become public without any breach of the confidentiality obligation by the Contractor,
  3. information disclosed based on written consent of the Ordering Party to its disclosure.
3. In particular, the Contractor undertakes to treat as confidential the non-public information of the Ordering Party concerning the volume of trade, prices of the Ordering Party and discounts, specifications of Goods or Services, logistic agreements, technological data and the content of contracts and agreements concluded with the Ordering Party, under pain of the Ordering Party withdrawing from the Order for reasons attributable to the Contractor and claiming payment of the contractual penalty provided for in item 5.5.1 of the GTCs.
4. The Contractor shall not use confidential information for purposes other than the execution of the Order and shall ensure the appropriate protection of such information, suitable to its confidential nature. The obligation to keep the information confidential shall remain in force after the completion of the Order/Contract for a period of 10 years and may be waived, under pain of nullity, only with the written consent of the Ordering Party.

FORCE MAJEURE
1. Force Majeure within the meaning of the GTCs shall mean a sudden event, unpredictable and beyond the will of the Parties, preventing the execution of the confirmed Order, in whole or in part, permanently or for a certain period of time, which cannot be prevented or counteracted with due diligence. Force Majeure refers to, in particular:

1. 1. natural disasters, e.g. fire, flood, earthquakes and similar,
  2. epidemics,
  3. riots, acts of terrorism, armed actions, strikes,
  4. action of state authorities, such as issuing a legislative act or administrative decision (in particular regarding the epidemic), embargo, martial law, state of emergency, state of natural disaster or requisition.

1. The Parties shall inform each other immediately, and not later than within 7 days, of the occurrence of the circumstances constituting Force Majeure, presenting evidence available to them and information on the anticipated duration thereof, effect on the performance of the Order/Contract and, in particular, the anticipated delay in the performance of the Order.
2. Strikes affecting public transport or the Contractor’s subcontractors shall not constitute Force Majeure within the meaning of the GTCs justifying non-performance or delay in the execution of the Order.
3. In the event of Force Majeure affecting the Contractor, the Ordering Party shall have the right, at its discretion, to:

1. 1. arrange with the Contractor a longer period for the completion of the Order/Contract,
  2. withdraw from the Contract, in whole or in part, at any time, and request a refund of any paid amounts within 14 days from the date of delivery of the request.

1. In the event that the Contractor has performed part of the Order and the Ordering Party withdraws from the uncompleted part of the Contract, the Ordering Party reserves the right to retain the Goods already delivered against payment of their value.
2. Any further claims on the part of the Contractor beyond those listed in this section of the GTCs shall be inadmissible.

TERMINATION OF COOPERATION
1. Under no circumstances shall the Contractor be entitled to compensation for incidental or contingent damage or loss of profit.
2. In the event that the Contractor fails to comply with any of the terms outlined in the Order/Contract or other documents related to the execution of the Order, the Ordering Party shall, without prejudice to its other rights, have the right to withdraw from the Order/Contract, in whole or in part, without any further obligation or liability.
  In such case, the Contractor shall reimburse any amounts paid by the Ordering Party within 14 days from the date of delivery of the declaration of withdrawal. The right to submit a declaration of withdrawal from the Order/Contract may be exercised within 60 days from the date of the event giving rise to the withdrawal. This period begins to run from the expiry of the deadline set for the Contractor to comply with the terms of the Order/Contract.
3. The Ordering Party shall be entitled to withdraw from the Contract with immediate effect without further obligation or liability if it has sufficient reason to believe that the Contractor is not able to properly perform its obligations.
4. To withdraw from the Contract by any of the Parties, regardless of the reasons, as well as to terminate the Contract, it is necessary to send a written declaration by a given Party by post or courier against acknowledgement of receipt of the delivery. Failure by the Contractor to accept the above-mentioned delivery is tantamount to its delivery after the expiry of the second delivery notification period.

INSURANCE

The Contractor shall purchase and maintain for the appropriate period the insurance necessary to cover its civil liability arising from the Order/Contract and the provisions of the GTCs. The Contractor shall provide the Ordering Party with proof of civil liability insurance whenever the obligation to provide such insurance results from the provisions of applicable law or when the Ordering Party demands such insurance based on the Order or another document.
The lack of required insurance or the fact that its scope does not cover the full liability of the Contractor or the insurance expires during the execution of the Order/Contract shall constitute the basis for the Ordering Party to withdraw from the Order/Contract.

TRANSFER OF RIGHTS AND OBLIGATIONS UNDER THE CONTRACT TO THIRD PARTIES
1. The Contractor guarantees that any of the Contractor’s rights related directly or indirectly to the implemented Order/Contract, including the Contractor’s receivables arising from the execution of the Order or Contract and related incidental receivables (e.g. interest), will not be transferred to third parties without the prior consent of the Ordering Party, expressed in writing, under pain of nullity.
2. The Contractor guarantees that it shall not perform any legal or factual act which directly or indirectly results in a change of creditor from the Contractor to another entity. This restriction includes, in particular, assignment, statutory and contractual subrogation, pledge, mortgage and transfer.
3. The Contractor guarantees that to pursue any rights arising from the Order/Contract, it cannot grant authorisation, including collection authorisation, to another company, in particular companies engaged in debt collection activities.

APPLICABLE LAW AND JURISDICTION

1. Only Polish law, in particular the Civil Code Act, shall apply to the interpretation of the Contract and the provisions of the GTCs.
2. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 shall not apply.
3. Any disputes arising in connection with the Order shall be resolved by a competent common court having jurisdiction over the Ordering Party’s registered office and exclusively under the provisions of Polish law.
4. Any possible enforcement of the Ordering Party’s claims and obligations may only be carried out based on Polish law and by the Polish enforcement authority.
5. The provisions of this section do not affect other arrangements expressly adopted by the Parties in writing.

SUBCONTRACTING

1. The Order/Contract may exclude the Contractor’s use of third parties (subcontractors).
2. Any entrustment of duties to third parties shall take place at the Contractor’s sole expense and responsibility. The Contractor shall be liable for the acts and omissions of subcontractors as if they were its own acts and omissions.
3. The Contractor shall inform all subcontractors of the provisions of the GTCs and provide them with all information concerning the Ordering Party’s requirements concerning the Order/Contract and the applicable rules for its execution.
4. The Ordering Party shall be entitled to reject any of the Contractor’s subcontractors that do not comply with the conditions of the Order and the provisions of the GTCs.

PERSONAL DATA PROTECTION
1. The Parties shall protect the personal data shared with each other in connection with the execution of the Order or conclusion of the Contract, including the application of organisational and technical measures to protect personal data processed in IT systems, in accordance with generally applicable regulations.
2. The Contractor and the Ordering Party shall ensure that the persons who have access to the personal data provided by the other Party have familiarised themselves with the relevant regulations governing the protection of personal data and are authorised to process such data.
3. The Parties shall follow the guidelines or interpretations regarding the processing and protection of personal data issued by the Polish supervisory authority or the EU advisory body responsible for the protection of personal data.
4. Content of the Ordering Party’s information clause:
  1. The Controller of the personal data provided for the purpose of placing the Order or concluding the Contract with the Ordering Party is HUTA ŁABĘDY S.A. with its registered office in Gliwice at ul. Anny Jagiellonki 45.
  2. The Controller processes the following personal data: the data of persons representing each of the Parties listed in the Order, Order Confirmation, Contract or any other document, the data of the Company partners and the data of the persons appointed for contact and arrangement purposes;
    the aforementioned data is made available to the other Party to the extent relating to the name and surname, position, official telephone number and official e-mail address.
  3. The Controller processes the personal data indicated in item 17.4.2 on the following basis:

for the purpose of placing the Order and concluding the Contract – the legal basis for the processing of the data is Art. 6 sec. 1 letter b) of the GDPR,
for the purpose of executing and monitoring the performance of the Order/Contract,
in particular, to identify persons entitled to perform the tasks under the Order or the Contract, including contact persons, proxies, persons having access to confidential information of the Steelworks or other persons acting on behalf of the entity, with which the Steelworks has concluded the Order or the Contract – for the administrator’s legitimate interest consisting in activities related to determining the terms of concluding the Order or Contract, facilitating the communication related to their execution, as well as determining the persons responsible for their execution and to be contacted in the course of the execution of the Order or Contract and ensuring the security of facilities and confidential information (business secrets) – pursuant to Art.
6 sec. 1 letter f of the GDPR;
for the purposes of fulfilling the Controller’s legal obligations under generally applicable laws, including tax and accounting laws – the legal basis for the processing of the data is Art. 6 sec. 1 letter c) of the GDPR,
for the Controller to direct marketing content of its services – the legal basis for the processing of the data is the Controller’s legitimate interest (Art. 6 sec. 1 letter f) of the GDPR; the Controller’s legitimate interest consists in sending marketing content of its services during the period of provision of electronic services to the Contractor,
for the Controller to implement its legitimate interest consisting in the possible determination or pursuit of claims or defence against claims – the legal basis for the processing of the data is the legitimate interest of the Controller – Art. 6 sec. 1 letter f) of the GDPR.

1. 1. In all matters related to the processing of personal data, one may contact the Data Protection Officer of the Ordering Party

by post using the correspondence address: HUTA ŁABĘDY S.A. ul. Anny Jagiellonki 45, 44-109 Gliwice;
using the e-mail address: iod@hutalab.com.pl .

1. 1. Each person whose personal data is processed shall have the right to request access to their personal data, rectification, erasure or limitation of the processing and the right to object to the processing of personal data, as well as the right to lodge a complaint with the President of the Personal Data Protection Office if such a person believes that the Controller has infringed the personal data protection regulations.
  2. Personal data provided in connection with the execution of the Order/Contract may be disclosed to authorised employees of the Ordering Party and entities and their employees providing services requiring access to the data, including: security, legal, accounting, financial and IT services.
  3. Provision of personal data is voluntary, however, providing personal data is a condition enabling the execution of the Order or Contract.
  4. The Contractor’s personal data shall be processed (i) for the purpose of concluding and performing the Contract or placing the Order – for the period of time necessary for the performance of all obligations arising from the Contract or the Order, (ii) for the purpose of enabling the Controller to direct the marketing content of its services – until an objection is raised to the processing of the data in this respect, (iii) for the purpose referred to in item.
    17.4.3. letter d) above – until the expiry of the period of limitation of claims and the period required by accounting regulations.
  5. As a result of the processing of personal data, no decisions shall be taken by automated means, including profiling.
2. Provision of personal data is voluntary, but necessary to place the Order or conclude the Contract.
3. The Contractor shall, on behalf of the Ordering Party, fulfil the information obligation by familiarising the persons whose personal data are made available to the Ordering Party with the content of this section.

INFRINGEMENT OF THE LAW
1. The Contractor shall prevent actions that are contrary to law or good practices on the part of its representatives or third parties whose activities it has knowledge of, the purpose of which is to obtain the Order or any unjustified benefits related to obtaining or performing the Order.
2. The Contractor shall not give any gift or commission to an employee, agent, subordinate or representative of the Ordering Party in connection with obtaining or performance of the Order or any other contract entered into with the Ordering Party.
3. The Contractor shall immediately notify the Ordering Party of any known case of violation of the provisions of this section.
4. In the event of a violation of the provisions of this section by the Contractor or a third party acting on its behalf or for its benefit, the Ordering Party shall be entitled to withdraw from the Contract, whole or part of it, and recover the paid amounts or claim compensation for the suffered damage without withdrawing from the Contract.

Gliwice, 22 February 2023

Terms and Conditions of Purchase

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