1. The Supplier shall send order confirmation to “H. CEGIELSKI – Fabryka Pojazdów Szynowych Sp. z o. o.” (hereinafter as FPS) in writing no later than 5 days from the date of receipt of the order.
2. The delivery contract shall be concluded when FPS accepts the received order confirmation no later than 5 days from the date of receiving it from the Supplier.
3. Goods covered by the delivery contract are intended for use in articles dedicated to the rail industry; therefore their quality in the final application is critical for safety. A category of critical goods is hereby introduced and it includes the following products: wheelsets and their components (monobloc and bare wheels, rims of bare wheels, axles), door systems, windows and windscreens, brake and anti-skid systems, static converters, towing and shock-absorbing devices (hooks, couplers, bumpers, shock absorbers; structural elements of rail cars (body and its components, bogie frames), complete running sets (drive bogies and trailer bogies) – together with related services / processes associated. Therefore suppliers of the above-mentioned goods / processes / services shall be referred to as key suppliers in particular business relationship.
4.The Supplier guarantees that it has appropriately qualified personnel capable of providing the required quality and compliance of the Goods / processes with the requirements specified by FPS.
5. In the case of delivery contracts related to the implementation of specific processes (e.g. galvanising, heat treatment, welding) FPS may provide additional requirements for approving the processes by FPS or its customer.
6. The Supplier shall notify FPS of any product that is not compliant with the delivery contract and shall agree with FPS the rules for handling such products.
7. Before the execution of the delivery contract, the Supplier shall notify FPS of its intention to transfer the execution to another supplier (subcontractor). Transfer of rights and obligations of the Supplier under the delivery contract requires the written consent of FPS. The Supplier shall notify all its suppliers throughout the supply chain of all FPS requirements (in particular those related to quality).
8. In case of a failure to provide the delivery within the time specified in the delivery contract, FPS may withdraw from the contract without specifying an additional delivery date or to apply the penalties referred to below.
9. Deliveries provided earlier than specified in the delivery contract shall require the prior written approval of FPS under pain of invalidity and without the obligation of FPS to pay the invoice for such early delivery.
10. The Supplier shall specify the correct number of the delivery contract in all delivery documents and other documents related to the delivery. Failure to meet this condition shall entitle FPS to refuse the receipt of the Goods and related invoice.
11. FPS and the Supplier consider the delivery of Goods as free from defects, i.e. compliant with the contract when:
- 11.1 it is executed within the period defined in the delivery contract,
- 11.2 it contains the Goods in the amount defined in the delivery contract,
- 11.3 the Goods are provided with required certificates, approvals and declarations of conformity issued in accordance with the relevant, applicable and current regulations in terms of conformity assessment system and technical approvals,
- 11.4 the delivered Goods are free from physical and legal defects
- 11.5 contained steel and steel elements are free from pitting, crevice, intergranular corrosion.
12. The Supplier guarantees that the quality parameters of the Goods comply with the requirements of FPS and are proven by provided certificates, approval or similar documents – where applicable, and that during the guarantee or warranty period the Goods will be free from defects preventing their safe, proper and trouble-free operation.
13. The Supplier shall notify FPS in advance of planned and/or introduced changes to the delivered Goods, process or related documentation.
14. The Supplier shall be fully and solely responsible for full compliance of the Goods with the delivery contract and any activities related to the control of the delivered Goods and implemented by FPS after delivery of the Goods to FPS shall be purely optional in relation to the control activities previously performed by the Supplier of the Goods.
15. FPS shall immediately notify in writing the Supplier of any discrepancy found by FPS within the delivery of the Goods. Unless the parties agree otherwise, the Supplier shall remove the discrepancies within 3 working days from the date of notification submitted by FPS.
16. FPS reserves the right to carry out the quality audit of the Goods ordered from the Supplier at any stage of the manufacturing process. FPS shall notify the Supplier of date of the audit no later than 10 working days before the planned visit.
17. FPS shall have the right to monitor the process of implementation of its delivery contracts in the headquarters of the Supplier or its subcontractors, and FPS reserves the right to access all arrangements related to these contracts and all records related to their implementation. The right of access shall also apply to customers of the Ordering party and external controlling bodies.
18. FPS is a taxpayer of tax on goods and services (VAT) and is entitled to receive VAT invoices. FPS hereby authorizes the Supplier to issue VAT invoices without the signature of FPS. The payment shall be made in the form and within the time specified in the order, taking into account the date of receiving the correctly issued VAT invoice by FPS. FPS reserves the right to refuse to pay the amount specified in the VAT invoice, if the Supplier submits a VAT invoice incorrectly issued when the delivery is non-compliant. VAT invoice shall be sent to e-mail address: <email@example.com>.
19. In the case of non-performance or improper performance of the contract, the Supplier shall pay contractual penalties in the following amounts:
- 19.1 20% of the value of the Goods when FPS withdraws from the contract for reasons attributable to the Supplier,
- 19.2 2% of the value of the Goods not delivered on time, for each day of delay with a maximum of 20% of the contract value.
- 19.3 10% of the value of the Goods when they are delivered with defects,
- 19.4 3% of the value of the delivered Goods, the Goods are properly marked or delivered without the documents required in the contract, e.g. a certificate, guarantee card, user or maintenance manual, quality certificate or other required documents.
20. The contractual penalties defined in section 19 do not exclude the right of Parties to seek compensation in excess of the contractual penalties under the general rules of the Civil Code and other applicable laws.
21. Transfer of receivables under this delivery contract to third parties shall require the consent of both Parties expressed in writing to be valid.
GUARANTEE OBLIGATIONS OF THE SUPPLIER.
22.The Supplier guarantees that the delivered Goods are new, unused and manufactured according to the latest technological knowledge. The Supplier guarantees also that all the Goods are free of defects in design, materials or workmanship, therefore they ensure the achievement of technical parameters specified by the manufacturer and that they comply with the relevant and valid quality standards.
23. The Supplier guarantees that the delivered Goods may be freely used by FPS without prejudice to property rights, copyrights, patent rights or other rights of third parties.
24. The Supplier grants FPS the quality guarantee for the delivered Goods for the period specified in the order, which starts at the date of transferring the product to the end user for operation and for the maximum period specified in the order, starting on delivery date to FPS.
25. The guarantee period for Goods repaired or replaced shall start again from the date of their repair or replacement.
26. The Supplier shall be responsible for achieving technical parameters of the Goods agreed in the contract documents and for the removal of any defects or damage to any part of the delivery that may arise during the guarantee period. Defects or damage may be caused by the use of defective materials, poor workmanship or improper design by the manufacturer or the Supplier of the Goods.
27. In case of a failure to achieve the defined technical parameters of the Goods, the Supplier shall modify the Goods at its own expense, in order to meet the agreed specifications or shall replace them with new ones that meet the requirements. Modification and/or repair shall be made in a way not disrupting the continuity of works. If such modification does not bring the required results, FPS shall have the right to refuse deliveries, which will be returned to the Supplier. Then, the Supplier shall return received payments and FPS shall have the right to claim compensation for resulting damages.
28. If any damage occurs during the guarantee period, FPS shall immediately notify it to the Supplier. If the Supplier fails to remove the damage immediately upon notice, FPS may: remove the damage on its own or employ a third party to remove it at the risk and expense of the Supplier.
29. The guarantee shall not apply when the damage has been caused by: improper handling of equipment by FPS employees, modification or change of ownership of the device without the prior written consent of the Supplier, installation / assembly / use of devices contrary to the instruction manual, accident, and force majeure.
30. Disclosing information related to the delivery contract by the Supplier to a third party shall require the written consent of FPS.
31. Any dispute relating to the delivery contract shall be resolved by the court competent for the defendant.