General conditions of purchase
General Conditions of Purchase for Lurgi S.A. IT Department
These General Conditions of Purchase for IT Department (hereinafter referred to as: Conditions) for Lurgi S.A. (hereinafter referred to as: Lurgi) shall apply to all offers and purchase orders issued within the scope of activity of Lurgi's IT Departament and to all contracts concluded with Lurgi within this scope.
1. Definitions:
1.1 Vendor - shall mean entity which makes Lurgi an offer as well as entity which Lurgi issues a purchase order for supplies and/or services.
1.2 Other materials - shall mean information and data provided to Lurgi which do not constitute offer and shall be considered as commercial information only.
1.3 Offer - for the purpose of these Conditions shall mean declaration of intent of Vendor to enter into a contract with Lurgi on the condition that it contains all necessary provisions.
1.4 Conditions - shall mean these General Conditions of Purchase for IT Department of Lurgi S.A.
1.5 Purchase Order - contract between Lurgi and Vendor concluded in the form and on the grounds of the contracts conclusion procedure binding in Lurgi, with IT contracts registration number.
2. Provision and scope of binding effect of these Conditions
2.1 These Conditions are available in the most recent version at Lurgi's website - www.lurgi.pl. Upon Vendor's request Conditions may also be made available in other agreed form.
2.2 Making an offer shall mean acceptance of these Conditions by Vendor. Vendor shall be bound by the version of Conditions current on the date of making an offer.
3. Offer
3.1 Provisions hereof shall apply to offers made in response to invitations to
bid made by Lurgi, as well as to offers made by Vendors on their own
initiative.
3.2 Costs of offer preparation, delivery, potential revisions, explanations and other related costs shall be borne by Vendor in whole.
3.3 Offer shall be prepared in Polish or English language, in writing. In case of offers made in numeric version files format shall be attached in PDF format, MS WORD and MS EXCEL formats are also accepted. In case of making an offer in a format different than listed above, an offer shall be deemed invalid. Validity of an offer made in numeric version do not require confirmation of receipt by Lurgi.
3.4 It is deemed that an offer was made by Vendor's authorized representatives. In particular offers deemed to be made by authorized representatives are those made by Vendor's representatives during negotiations with Lurgi, sent from e-mail addresses belonging to Vendor or known to Lurgi Vendor representatives.
3.5 Offer shall be made in accordance with specification given in invitation to bid, offers made in response to invitation to bid shall be in conformity with conditions given in the invitation in relation both to formal and substantial requirements, in particular an offer shall be made within the period of time specified in invitation to bid. Offers made after expiry of this time period shall not be binding and shall not be considered. Any deviations to specifications shall be indicated and justified.
3.6 Offer shall be valid for a period of at least 3 months from the date of its making.
3.7 Offer shall define all necessary provisions to the contract, such as in particular:
a) precise description of the subject of the contract,
b) price including VAT tax and terms of payment with the proviso that:
- prices offered shall be fixed and shall be binding also in the relation to possible purchase order,
- offer shall contain unit prices for each position of invitation to bid and aggregate price,
- payments shall be made by way of transfer in Polish zloty, sums indicated in foreign currencies shall be calculated using NBP's average exchange rate from the date of signing final acceptance protocol,
- payments shall not be made partially without Lurgi's written consent,
- payment date shall be at least 21 days from complete delivery and/or termination of services confirmed by protocol signed by both parties and delivery of properly issued VAT invoice.
c) delivery date and place of delivery with the proviso that delivery of supplies / performance of services shall be done in the place indicated by Lurgi,
d) conditions of warranty liability supplementing and/or extending provisions of point 6 hereof and conditions of post-sale warranty services,
e) information about obtained permissions, certificates, concessions if required by law and assertions that Vendor's supplies / services are not subject to any export restrictions.
3.8 Upon Lurgi's request Vendor shall without delay provide Lurgi with current excerpt from respective register, reference list, financial information, information about activity profile, amount and qualifications of employees and other information necessary to verify Vendor's credibility.
3.9 Vendor is obliged to answer all questions asked by Lurgi rose in connection with making an offer by Vendor.
3.10 Choice of the most favorable offer shall be made basing on Lurgi's criteria, rejection of Vendor's offer do not require Lurgi's justification. Rejection of an offer do not allow Vendor to file any claims on this ground, in particular to claim costs reimbursement.
4. Rights of third
parties
4.1 Vendor warrants that his supplies / services as well as their use do not affect any rights of third parties and that it will not cause any claims to Lurgi of third parties.
5. Secrecy and personal data protection
5.1 Vendor shall keep secret all information, documents and materials submitted to him in connection with preparing an Offer or execution of Purchase Order. Vendor shall keep secret all and any information obtained during his cooperation with Lurgi and that because of their nature, purpose or function are not assigned for common use or may expose Lurgi to damage or may constitute official or trade secret. Information in written or numeric form shall be appropriately marked as confidential. Vendor is released from obligation to keep secret the abovementioned information and data that at the moment of disclosure were known to public, were obtained by Vendor prior to their disclosure and without obligation to keep them secret as well as information that has to be disclosed due to generally binding provisions of law or upon request of authorized bodies.
5.2 Lurgi is entitled to process Vendor's personal data in accordance with Personal Data Protection Act.
6. Warranty liability
6.1 Warranty liability period shall last for at least 2 years from the date of final receipt of supplies and/or services. Warranty liability period shall be extended for a period during which supplied goods and/or services cannot be used by Lurgi because of deficiencies and defects caused by fault of Vendor.
6.2 All deficiencies and defects in Vendor's supplies and/or services revealed during warranty liability period shall be remedied immediately by Vendor at his cost within the period agreed with Lurgi, not longer than 14 calendar days from the date of their notification, upon Lurgi's discretion by way of:
a) repair and remove of defects or
b) re-performance of deficient delivery and/or service or replacement of damaged elements of delivery.
Remedying of defects shall also include the removal of the cause of the defect.
6.3 If Vendor does not fulfill the obligation to remedy deficiencies and defects according to pt 6.2, Lurgi shall establish additional time period to fulfill this obligation. In case of repeated failure to fulfill the obligation to remedy deficiencies and defects Lurgi shall preserve the right to execute substitute performance at Vendor's cost.
6.4 In case of danger of damage to life and limb, danger of security and in order to prevent severe damage Lurgi preserves the right to undertake activities aiming to remedy deficiencies and defects without prior request to fulfill this obligation by Vendor and without losing the rights resulting from Vendor's warranty liability.
7. Final provisions
7.1 Both an Offer and a Purchase Order shall be governed by Polish law.
7.2 All disputes arising from or being in connection with procedure of offer election or purchase order performance to which these Conditions apply shall be settled amicably in first place. In case the parties do not reach agreement in this way disputes shall be settled by common court proper with respect to Lurgi's seat.
7.3 Vendor shall not assign its rights and obligations resulting from purchase order issued by Lurgi to any third party without Lurgi's prior written consent.