GENERAL TERMS AND CONDITIONS OF DELIVERY HYMON FOTOWOLTAIKA Sp. z o.o.

 

DEFINITIONS

1.     OWD – General Terms and Conditions of Delivery in HYMON SOLAR Sp. z o.o.

2.     HF – HYMON FOTOWOLTAIKA Sp. z o.o., with its registered office in Tarnów (33 – 100), ul. Dojazd 16a, entered in the Register of Entrepreneurs kept by the District Court for Kraków Śródmieście, 12th Commercial Division of the National Court Register, number  0000837128, Tax Identification No. (NIP) 9930676222, Statistical No. (REGON) 385894594.

3.     Management Board – HYMON FOTOWOLTAIKA Sp. z o.o.

4.     Proxy – a person holding a power of attorney for the Management Board.

5.     Supplier – an entity cooperating with HF within the scope of provision of services, deliveries, sales and other commercial relations regardless of its legal form and form of cooperation.

6.     Delivery – a service, item, documentation or other activities performed, supplied by the Supplier for HF.

7.     Purchasing agent – an employee authorised by the Management Board of the Company who conducts the process of placing an order and agreeing the terms of Delivery.

8.     Business day – days from Monday to Friday (excluding public holidays or free days based on other decision of an authorised governmental or local body).

9.     Cooperation Agreement – an agreement concluded between HF and the Supplier, the subject of which is to define the scope and rules of cooperation between these entities.

10.   Order – HF document prepared according to the template constituting the basis for the obligation, specifying the item, quantity, price, delivery and payment date, authorised by the Management Board or the Proxy.

 

Article 1.

PAYMENTS

1.     Payment for deliveries made by the Supplier shall be made only on the basis of a correctly issued VAT invoice or bill delivered to HF.

2.     The invoice or bill may only be issued for the actually performed Delivery.

3.     The payment term begins on the date of acceptance by HF internal control, but no later than 7 days after the delivery date.

4.     HF reserves the right to lodge a complaint if a delivered product/service proves to be faulty or does not meet the requirements specified in the order and GTC within 24 months of the date of sale, unless the product is covered by a longer warranty period.

5.     The Supplier shall specify the type and name of the delivery on the invoice or bill, as well as indicate the payment deadline, with the reservation that the payment deadline may not be shorter than 30 days from the date of issuance of the VAT invoice or bill,
and in the case of specifying a shorter deadline, the payment deadline shall be deemed to fall after the lapse of 30 days from the date of receipt of the VAT invoice or bill by HF. The date of payment shall be the date on which HF’s bank account is debited.

6.     HF reserves the right to withhold payment until the justification of a quality or quantity complaint.

7.     Without the consent of HF, null and void unless made in writing, the Supplier may not assign its receivables from HF to any third party.

8.     Suppliers providing a selected range of products to HF, intended for production or assembly of goods, may request for negotiation of sales conditions only on the basis of a written request containing justification of manufacture or delivery costs. The request should be made within a period of three months prior to the implementation of the new conditions. Deliveries in the period until implementation must be carried out according to the previously communicated demand plan to the Supplier, based on the last price accepted by HF.

 

Article 2

CONFIDENTIALITY

1.     If within the scope of cooperation between the Supplier and HF it is necessary for HF to provide documentation, which within the scope of this Agreement shall be understood as: drawings, sketches, samples, oral and written information, descriptions, models (including 3D solids), technological processes (or parts thereof) as well as any other necessary information, know-how, tools, regardless of the form of the medium on which they are provided (hereinafter referred to as Information) the Supplier shall be obliged to apply the rules specified below.

2.     Under this Agreement, the Supplier undertakes to:

a)     keep the Information confidential and not disclose it to third parties without the written consent of HF,

b)     not to process or publish Information without the written consent of HF,

c)     disclose Information only to employees for whom such knowledge is necessary for the performance of duties arising from the cooperation between the parties and, upon request by HF, make available a named list of such persons,

d)     take all steps to ensure that its employees or associates respect the confidentiality of the Information,

e)     secure the provided data against unauthorised access.

3.     Confidentiality arrangements shall remain in effect after the termination of the business activities, for a period of five years following the completion of the order, unless the Information is made public in a manner not violating the provisions of this Agreement.

4.     The information and data provided remain the exclusive property of HF. The Supplier undertakes to store them with due care and to return them upon termination of the cooperation upon written request from HF together with all copies made. Information recorded by the Supplier on media preventing its return to the Disclosing Party shall be erased or otherwise permanently destroyed, which shall be confirmed by an appropriate protocol, a copy of which the Supplier shall provide to HF. The provision of Information by HF shall in no way be deemed to grant a licence, consent or any other right to use the Information received for any purpose other than the performance of services/orders/deliveries to and for HF, any other arrangements in this respect must be clearly and unambiguously confirmed by a separate agreement between the Parties.

 

Article 3

CONTRACTUAL PENALTIES

1.     In the event of the Supplier’s delay in carrying out the delivery, the Supplier shall pay HF a contractual penalty of 0.5% of the value of the order in question for each week of delay commenced. The Supplier hereby agrees that HF may deduct the contractual penalties due from the remuneration to which it is entitled, but not more than 15% of the total value of the order.

2.     For breach of the confidentiality provisions of the Agreement reserved in Article 2, the Supplier shall pay HF a contractual penalty in the amount corresponding to the actual damage caused by the breach, but not less than PLN 50,000. (in words: fifty thousand zlotys 00/100).

3.     HF shall be entitled to deduct from the remuneration due to the Supplier the contractual penalties to which it is entitled and any other reasonably charged costs.

 

Article 4

SUBSTITUTE PERFORMANCE

1.     In the event that the Supplier’s delay in performing the Delivery lasts longer than 30 days, HF shall be entitled to withdraw from the concluded agreement and entrust the performance of its subject matter to a third party selected at its own discretion.

2.     In the situation described in item 1, the Supplier shall, no later than within 7 days of receiving information about the withdrawal from the Agreement, return to HF (or a place indicated by it) at its own expense all information, documents and other tools received for the purposes of the cooperation from HF, under pain of a penalty in the same way as for a breach of confidentiality.

3.     Entrusting substitute performance shall be at the expense and risk of the Supplier and shall not exclude its liability regarding the previously performed agreement and payment of contractual penalties.

 

Article 5

QUALITY REQUIREMENTS

1.     The Supplier bears full responsibility for the quality of the products delivered to HF and for the transfer of HF quality requirements to its suppliers.

2.     The Supplier within its organisation should designate a contact person with whom HF representatives will maintain contact on matters related to the quality of the products supplied.

3.     The Supplier is responsible for the correct recording and identification of both material and part from the time of delivery of the material to the time of shipment of the finished goods.

4.     Following mutual arrangement of the date with HF, the Supplier shall ensure that HF representatives have the right of access to all areas involved in the performance of this Agreement and have the possibility to audit or inspect/accept parts produced on the Supplier’s site or at its suppliers’. The date may not be later than a maximum of two months after written notice to the Supplier of the desire to perform audit.

5.     If HF requires, the Supplier should include a Quality Certificate confirming compliance with the requirements of the order placed by HF.

The Quality Certificate should contain:

a)       Supplier’s name and address (in accordance with the order),

b)       description, part number, number of parts, batch number or heat number, if required,

c)       Certificate of material (copy certified by the Supplier)

d)      order / agreement / contract number,

e)       any information on exemptions, permits, etc. and confirmation of their arrangement with HF,

f)        declaration of compliance of the delivered products with the requirements of the order / contract / agreement, construction drawing and related specifications,

g)       all other data specified in the technical requirements and / or the order / contract / agreement,

h)       The Quality Certificate, which requires the signature of the Supplier’s representative to be valid, should be accompanied by the „Check chart”.

6.     Products from abroad, at the Buyer’s written request, must be delivered together with the translation of quality certificates, certificates of conformity and product manuals into the language indicated by HF. In the case of the documents referred to above for cyclical deliveries, they should be submitted for each delivery (batch) and should be sent to HF on the delivery date at the latest, unless the parties agree otherwise.

7.     A check chart or product specification, if required by HF, must be issued for each part to the full extent of the measurements taken.

8.     The Supplier shall provide control for 100% of items delivered to HF and materials entrusted to HF.

9.     The Supplier must meet all the requirements set out in the purchase order.

10.  The results of measurements, tests, certificates and material certificates required in the purchase order should be attached to the Quality Certificate, if required by HF.

11.  HF reserves the right to reject acceptance of the delivered product if the documents required in the order have not been supplied and/or it is found that the delivered product is not compliant with the order.

12.  If HF finds any discrepancies on the products provided by the Supplier, a complaint report will be issued and sent to the Supplier. The Supplier is obliged to respond to the submitted complaint within 5 working days.

13.  In the event of a complaint, the Supplier shall, within 20 calendar days, submit a written complaint report on the delivery, including:

a)       description of the cause of the failure,

b)      description of corrective actions taken to remove the cause of its occurrence,

14.  At HF’s request, the Supplier shall be obliged to provide a replacement delivery without delay, even if the complaint procedure has not been completed. In such a situation, the Supplier shall agree a date of replacement delivery with the Purchasing Agent responsible for placing the order, but such date shall not be longer than the date of the original delivery. In the event of failure to meet the new date of replacement delivery, HF has the right to charge a contractual penalty in the amount of 0.2% of the value of a given order for each commenced day of delay. The Supplier hereby agrees that HF may deduct the due contractual penalties from the remuneration to which it is entitled, but not more than 20% of the total value of the order. In each case, the parties shall attempt to reach an amicable agreement on a date to ensure the availability of the required goods.

15.  In the event of starting deliveries of a new type of product, the Supplier shall be obliged to:

a)       verify the completeness of the documentation held, i.e. drawing, standards of technical conditions necessary for execution of the order,

b)       analyse the technical documentation with regard to implementation possibilities,

c)       develop the manufacturing technology taking into account the machinery, equipment, tools, measuring means and frequency of measurements,

d)       perform a test run, documenting the results obtained.

16.  Unless otherwise agreed, the availability period for spare parts for products supplied to HF shall be no less than 5 years and the costs, including compensation for potential non-availability, shall be borne by the Supplier. Spare parts shall only be offered at list/market prices less any previous discounts granted by the Supplier.

 

Article 6

LOGISTIC REQUIREMENTS

1.     Supply Requirements

1.1.      The Supplier shall, within 5 days of receipt of the order, confirm it in writing by returning the relevant feedback to the HF employee who sent the order to it. After this deadline, HF considers the order accepted without reservations.

1.2.      It is required to immediately communicate any possible delays
in deliveries.

1.3.      Each delivery should be marked with the Supplier’s name.

1.4.      Each part should be separated, protected against corrosion for a storage period of not less than 6 months and against damage during transport:

a)       paper packaging is acceptable – the parts must be separated from each other and protected from corrosion for a storage period of not less than 6 months,

b)       the packaging used should be appropriate to the weight and size of the packaged products.

1.5.      Goods delivered to the warehouse without the required quality documents (material certificate, quality certificate for quenching/hardening proceses and check card with results) will not be accepted.

1.6.      Upon HF’s request, the Supplier shall make a notification on the delivery for a given time and day, not less than 5 working days in advance of the delivery.

2. Customer property – customer-provided material

2.1.      If it is necessary for HF to make tools, equipment or other devices available to the Supplier as part of the cooperation, this shall be done on the basis of a separately drawn up agreement.

2.2.      Material stored by the Supplier must be appropriately labelled and consumption records recorded in a way that makes it distinguishable from other delivery batches of the same material.

 

Article 7

ENVIRONMENTAL REQUIREMENTS

1.     As part of its cooperation with HF, the Supplier undertakes to comply with environmental, occupational health and safety and fire protection laws and regulations.

2.     The Supplier shall be obliged to hold the permits or other required environmental decisions required by applicable law which are necessary for the performance of the Delivery. At HF’s request, the Supplier shall be obliged to present all environmental documents relating to, inter alia, the materials/services, including the materials from which the service is produced, as well as the relevant permits for the service provided, e.g. the waste management permit.

3.     The Supplier shall be obliged to carry out the order using available products, materials, environmentally friendly and people friendly technology, as well as to take measures to minimise the environmental
impact of its operations at every stage of the product life cycle.

4.     The Supplier ensures and warrants that the machine and technical device/material has been produced and the service has been provided in compliance with the applicable legal regulations, in particular those concerning health, safety, environmental protection, labour law, and that the delivered machine and technical device/material/service complies with the legal requirements concerning environmental protection and safety. The Supplier is obliged to provide relevant documentation required by applicable law (e.g. certificate, declaration, statement and others) confirming the above.

5.     The Supplier of a hazardous substance or mixture shall be obliged to deliver to HF (it is recommended to send to the Ordering Party’s e-mail address) a current safety data sheet of that substance or mixture in Polish, not later than on the day of delivery.

6.     The Supplier/subcontractor is obliged to provide (it is recommended to send to the Ordering Party’s e-mail box, or upon prior notification by the Supplier/subcontractor in the original form) a REACH declaration with regard to the material, service, goods supplied, as well as other documents required by applicable legal regulations (including at the Ordering Party’s request).

7.     If the Supplier produces waste resulting from the provision of services, it shall be responsible for handling the waste produced in such a way as to protect human life and health and the environment in accordance with the related applicable legal provisions. If waste has been generated on HF premises, the Supplier/subcontractor is obliged to dispose of it at its own expense, unless otherwise stipulated in the Cooperation Agreement.

8.     If the Supplier, as part of its cooperation with HF, imports or uses on the Company’s premises: materials, substances necessary for the performance of works, it shall be obliged to secure them in such a way not to allow to contaminate water, soil or atmospheric air, including leakage into the internal sewage system. In addition, their handling must not contribute to or increase the risk of environmental or human hazards or accidents, including a major industrial accident on the site. All hazardous substances and mixtures used at the place of work for the Company and on Company premises must have legible and appropriate labelling (pictograms) on their packaging.

9.     The Supplier is liable for environmental damage caused by its actions or omissions.

 

Article 8

FINAL PROVISIONS

1.     The GTCs were adopted by a resolution of the Management Board of the Company and are published on the HF website: www.hymon.pl and are valid from 1st March 2021.

2.     In order to be valid, any changes to the GTC, agreed between HF employees and the Supplier, require a written decision of the Director of the Division in which the HF Purchasing Department is located.

3.     Matters not regulated in the GTCs shall be governed by the provisions of agreements concluded between HF and the Supplier, and further by the relevant provisions of the Civil Code and other applicable laws.

4.     If the provisions of the Agreement signed by the HF and the Supplier are different or contradictory to the provisions of the GTC, then the provisions of the Agreement shall prevail.

5.     The competent court for the settlement of disputes is Tarnów, Poland.