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General Terms and Conditions of Cooperation

This document is an integral part of the Purchasing Procedure and describes the general terms and conditions of cooperation with suppliers of PLL LOT S.A.

§ 1. DEFINITIONS

1. Delivery – physical delivery of ordered goods to the place indicated by PLL LOT S.A. or performance of service ordered by PLL LOT S.A.;

2. Supplier – all entities that PLL LOT S.A. concludes contracts with or submits orders for goods and services;

3. General Terms and Conditions of Cooperation or GTC – this document specifying the general terms of cooperation with the goods and service Suppliers of PLL LOT S.A.;

4. Order or Purchase Order – a document constituting the basis for delivery of goods or services for PLL LOT S.A.; the contract concluded between the Supplier and PLL LOT S.A. is also considered an order.

§ 2. GENERAL PROVISIONS

1. The basis for all goods and service deliveries for PLL LOT S.A. shall be contracts and orders drawn up in accordance with the Suppliers' bids, these General Terms of Cooperation being an integral part of both.

2. The Suppliers shall submit their bids free of charge, in a form that has been indicated by PLL LOT S.A. in the request for proposal. There are two predominant methods of submitting bids:

a. In writing,

b. In the form of an electronic file sent via e-mail.

3. PLL LOT S.A. shall have the right to depart from applying bidding methods specified in section 2 above, and ask the Supplier to submit it in a different form (e.g. in e-mail, electronic, editable file). The information regarding bidding shall be included in the request for proposal transmitted to the Suppliers.

4. Eventual goods samples shall be delivered by the Supplier free of charge and at its own expense.

5. Oral orders and arrangements concerning changes and supplementations to written orders submitted by PLL LOT S.A. shall require written confirmation.

6. Any notifications transmitted between PLL LOT S.A. and the Supplier (unless otherwise specified in the General Terms of Cooperation) shall be made in writing: via registered mail or e-mail.

7. A bid submitted by the Supplier shall be valid for 3 calendar months, unless another bid validity term has been specified under the request for proposal.

8. Where the Supplier cancels its submitted bid or terms specified thereunder (within the bid validity period), PLL LOT S.A. shall have the right to seek damages (including lost profit) it has borne with regard to the Supplier's withdrawal. Furthermore, such a withdrawal from a bid shall be included in the Supplier assessment which will be decisive for the list of potential companies invited to future procurement procedures.

9. Acceptance of the provisions of the "General Terms of Cooperation in PLL LOT S.A." shall mean the acceptance of corresponding provisions of the Supplier contract. 

10. The contract between the parties shall be superior to these General Terms of Cooperation.

§ 3. PURCHASE ORDERS

1. PLL LOT S.A. orders the delivery of goods or services from the Supplier, upon an Order in written or electronic form (sent via e-mail). The Order specifies at least one type of goods or service, price per unit and total price, and the place of delivery.

2. Each Order submitted by PLL LOT S.A. has its number for the Supplier to refer to in its own delivery documentation, in particular in the invoice and delivery note.

3. Acceptance of Order, together with its integral part, namely these General Terms of Cooperation, shall be made in writing by the Supplier: either via registered mail or e-mail.

4. Acceptance of Order by the Supplier shall mean the acceptance of these General Terms of Cooperation and potential additional arrangements included in the Order.

5. Any other terms of delivery are binding only when approved in writing by PLL LOT S.A.

§ 4. DELIVERY

1. The delivery shall proceed in accordance with the terms described in an Order, as regards the subject of delivery, quality and quantity, price, delivery date and the place of delivery.

2. The delivery date shall be established on the basis of the Order submission date.

3. The Supplier shall strictly observe the Delivery date. Where the Supplier decides that it is not able to observe the Delivery dates specified in the Order approval, it shall immediately inform PLL LOT S.A. about it, stating the reasons for and expected time of the delay. In such case, PLL LOT S.A. shall have the right, and the Supplier shall accept that right, to cancel the order with no costs incurred.

4. The Supplier shall be liable each time for damages resulting from the non-performance, untimely performance, or improper performance of an accepted Order.

5. The Delivery shall be directed to the place indicated by PLL LOT S.A. in the Order, at the Supplier's expense and risk, unless the Order states otherwise.

6. All goods shall be delivered under DDP (Delivered Duty Paid) terms.

§ 5. DELIVERY DOCUMENTS

1. The Supplier shall disclose all necessary permits and certificates concerning the goods to PLL LOT S.A., including all required permits of competent authorities for the import/export and resale/re-export of goods, in case they are required.

2. The completion of Delivery must be approved by a PLL LOT S.A. employee responsible for liaison with the Supplier.

3. Delivery acceptance shall require the Supplier to complete the following documents:

a. In the case of the delivery of goods – by signing the document of acceptance at the warehouse (PZ);

b. In the case of the purchase of services – by signing the documents confirming the acceptance of the provided service (service reception report).

4. The documents listed in section 3 above are the obligatorily required minimum for the acceptance of the Supplier's VAT invoice by PLL LOT S.A.

5. The Supplier shall complete and sign two copies of the document titled "Service acceptance certificate" and then send it for acceptance to the competent employee of PLL LOT S.A. The supplier shall have to acquire the approval of the performance of service.

6. Upon any discrepancy between the Delivery and the contract or the Order being found, PLL LOT S.S. shall have the right to refuse approval of the Delivery and then:

a. Request the Supplier, under the complaint procedure, to deliver goods or services conforming to the contract or the Order;

b. Return the delivered goods in accordance with section 8 below.

7. The acceptance of goods or service shall proceed without prejudice to the right of PLL LOT S.A. to perform further inspection. Confirmation of the acceptance shall not mean approval of the quality of accepted goods or conformity of the delivery. PLL LOT S.A. reserves the right to inspect a delivery during the use of delivered goods or services and to commence the complaint procedure if the delivered goods or services do not conform to the terms included in the contract or the Order.

8. PLL LOT S.A. reserves the right to return the goods:

a. Not conforming to the Order (including those of lower quality or quantity);

b. Delivered with delay due to reasons attributable to the Supplier;

c. Not ordered.

9. In the cases listed in section 8 below, PLL LOT S.A. shall notify the Supplier about the date when the Supplier is obliged to take the goods back or when it will deliver them to the Supplier. Both the receipt by the Supplier and the return delivery shall be performed at the Supplier's expense. 

§ 6. INVOICING

1. One invoice shall be issued for one order submitted by PLL LOT S.A. With regard to orders implemented in more than one Delivery, PLL LOT S.A. shall have the right to decide about their consolidation under one invoice or invoicing each Delivery separately.

2. The invoice must include all information required by law and in particular:

a. Proper company data of PLL LOT S.A. (name, seat address, NIP [Tax Identification Number]);

b. Order number and date / contract number;

c. Names of goods or services, quantity and unit price (as per order);

d. VAT rate.

3. The layout of goods and services as presented in the invoice should conform to the proper order of goods and services listed in accordance with the contract or Order.

4. If the invoice does not meet the requirements under section 2 above, in particular, if the price indicated in the invoice is inconsistent with the price specified in the Order or the quantity of goods indicated in the invoice is inconsistent with the quantities actually delivered, the whole payment of the given invoice shall be refused. PLL LOT S.A. shall inform the Supplier about such inconsistency in the invoice and shall request delivery of an adjustment invoice.

5. The Supplier shall deliver an adjustment invoice in person or via registered mail with acknowledgement of receipt, to the address:

PLL LOT S.A.

ul. 17-go Stycznia 43

02-146 Warsaw

6. In the case of services, the basis for invoicing is the service receipt signed by the person ordering the service.

7. In the case of goods delivered in stock, the basis for issuing the invoice is the goods received (PZ) note.

§ 7. CUSTOMS DUTY AND ORIGIN OF GOODS

1. As far as import deliveries are concerned, due to the customs duty regulation, the goods shall have two copies of invoice and Certificate of Conformity or Certificate of Origin, attached.

2. Any inconsistencies to this term are acceptable only upon prior, written confirmation of PLL LOT S.A.

3. As regards deliveries that require customs duty, the invoice should include the following:

a. costs not included in the price (commissions, brokerage fees, license costs, preparation costs);

b. assembly and transportation costs included in the price;

c. repair service price as per goods or payroll cost.

4. As regards free-of-charge shipments, the value should be accompanied with a "For customs purposes only" label and the invoice or bill of lading should include the reason why the goods are free of charge.

5. If the imports or exports require documents in order to specify the subject of shipment, the Supplier shall deliver them to PLL LOT S.A. at its own expense.

6. The Supplier shall identify and document the origin of goods. Each change of origin must be forwarded to PLL LOT S.A. by the Supplier in writing. 

7. Where the Supplier delivers goods that require customs procedures in the import country, the Supplier shall provide the Certificate of Origin. The above certificate is required for each shipment. The Supplier shall be held liable for each damage incurred by PLL LOT S.A. as a result of not meeting these conditions. 

8. The Supplier shall explain to competent customs offices any issues or doubts regarding the origin of goods. 

9. The Supplier shall be responsible for the customs clearance and related expenses. Exemptions from this rule shall require written approval of PLL LOT S.A.

§ 8. PAYMENT DATE

1. Payment for goods and services delivered shall be made no earlier than 60 days after the date of PLL LOT S.A.’s receipt of the properly issued invoice, that is an invoice that meets the requirements specified in § 6(2), unless PLL LOT S.A. and the Supplier agree otherwise under the contract.

2. Where the ordered goods or services have not been delivered despite the issued invoice, the Supplier shall provide an adjustment invoice.

3. Where the ordered goods or services are to be delivered / performed after the date of invoice receipt, the payment date shall be counted from the date of the delivery of goods / performance of service.

4. The date of charge to the PLL LOT S.A. bank account shall be understood as the payment date.

5. In the case specified in section 2 above, the payment date shall be automatically extended and counted from the date of PLL LOT S.A.’s receipt of a properly issued invoice, adjustment invoice or adjustment note.

§ 9. QUALITY, GUARANTEE, COMPLAINT

1. The Supplier guarantees that the delivered goods or services shall have the properties as declared. A service should be performed in accordance with the "state-of-the-art" principle.

2. The Supplier shall provide PLL LOT S.A. with a 24-month guarantee from the moment of the delivery of goods or performance of service, unless PLL LOT S.A. and the Supplier agree otherwise under the contract.

3. The Supplier guarantees that the quality and labelling of the delivered goods shall conform to applicable standards, pursuant to law and requirements, as specified in the Order and hereunder.

4. The Supplier shall acquire any permits, certificates of approvals or other documents required by applicable law, facilitating the marketing of the goods. The supplier shall provide copies of the above documents at the request of PLL LOT S.A.

5. The Supplier shall be held liable due to warranties for defects of goods and services.

6. As regards goods under guarantee, the Supplier shall deliver proper guarantee documentation together with the goods or services.

7. The Supplier shall bear the costs related to pre-sale and guarantee repairs performed under warranty.

8. PLL LOT S.A. shall send complaints in written or electronic form to the Supplier's address.

9. The Supplier shall process the complaints of PLL LOT S.A. within 7 days from the date of complaint document receipt and send a response in writing to the address of the registered office of PLL LOT S.A. If the Supplier fails to react to the complaint within the said time limit, the complaint shall be deemed fully accepted.

10. PLL LOT S.A. reserves the right to withhold payment for invoice during complaint procedures.

§ 10. FINAL PROVISIONS

1. Where the Supplier has received any materials, designs or other documents for the purpose of performance of an Order subject, these can be used only as instructed in the Order and disclosed to third parties only for the same purpose and upon written consent from PLL LOT S.A.

2. The materials described in section 1 above shall remain the property of PLL LOT S.A. and upon the performance of an Order, they shall be immediately returned to PLL LOT S.A. at the Supplier's expense.

3. The Supplier must not breach third party rights, and in particular the right to trademark, design patent, trade name, copyrights and patent. The supplier shall bear any and all liability resulting from a breach of the above rights.

4. The parties agree that any transfer of liability towards PLL LOT S.A. resulting from the delivery of goods to a third party by the Supplier shall be possible only upon prior written consent of PLL LOT S.A.

5. The Parties shall keep secret all confidential information obtained or transmitted among themselves. The above obligation shall remain effective before, during and after the performance of the contract or purchase order. Confidential information shall mean any information of such character (or deemed as such), the disclosure of which to third persons might harm any party, regardless of the professional, commercial or any other character of such information. Confidential information shall include in particular information concerning trade volume transmitted between the parties. Confidential information can be disclosed, if the disclosure obligation results from the applicable law, under a procedure and in a scope specified by such law. 

6. The Supplier shall have no right to use the trade name or any trademarks of PLL LOT S.A., including in the form of references for marketing purposes, without prior written consent of PLL LOT S.A., acquired each time (the consent can be withdrawn at any time without stating the reasons). The Supplier shall pay PLL LOT S.A. a contractual penalty of EUR 50,000 for every breach of the above provision.

7. Any changes to the Order or hereto shall be made in writing, otherwise being null and void.

8. With respect to matters not regulated by the contract, Order or these General Terms of Cooperation, the appropriate laws apply.

9. Each Supplier shall have the right to file a complaint both at the stage of Supplier selection procedure, and during the cooperation with PLL LOT S.A. The Supplier shall send the complaint in electronic form to the address indicated during the procurement procedure. All such complaints shall be processed immediately.

10. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these General Terms of Cooperation.

11. Each party shall be responsible for due performance of an order or contract, unless the non-performance or improper performance results from the occurrence of force majeure.

12. Any lack of cooperation with the Supplier on the part of PLL LOT S.A. within the scope essential to perform an order or contract shall be deemed a material breach to the General Terms of Cooperation.

13. The Supplier shall not make any covert payments, commissions, and shall not offer expensive gifts, travel or any other grants or benefits to any employee of PLL LOT S.A. or members of their families in order to encourage them to any act or omission, or favorable treatment of the Supplier. The Supplier agrees that any breach of the above provision shall constitute a material breach of the General Terms of Cooperation with immediate effect.

14. Any disputes arising under the contract, Order or the General Terms of Cooperation shall be resolved by a court with jurisdiction over the registered office of PLL LOT S.A.

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