1.1  These General Terms and Conditions of Procurement (GTCP) apply to Purchase Orders placed by Donako Sp. z o.o. for the manufacture, purchase or delivery of Products connected with the Contracting Entity business.

1.2 “Contract” means an accepted Purchase Order and all the documents related to the object of the Purchase Order, including all specifications and previous GTCPs, if any.

 “Price” means the total amount, inclusive of taxes and levies, if any, specified in the Contract, payable by the Contracting Entity to the Supplier for the proper and timely delivery of the Product.

 “Purchase Order” means a request for the purchase or manufacture of a Product submitted by the Contracting Entity to the Supplier

 “Contracting Entity” means Donako Sp. z o.o. of Wroc³aw, KRS no. 0000409741, also referred to as Donako,

 “Supplier” means also the manufacturer (accepting a purchase order) or vendor


“Product” means the object of the Purchase Order, sale or delivery, along with all the performances accompanying the delivery which the Supplier is required to make, inclusive of the assembly as well as manufacture and delivery of the relevant documentation and manuals.



2.1  The Purchase Order number shall be quoted in the Purchase Order confirmation and any other documents related to the transaction.

2.2  Modifications, if any, to the submitted Purchase Order must be agreed by both parties and confirmed in writing otherwise they shall be ineffective.

2.3  The acceptance of each Purchase Order shall be either confirmed or rejected in writing by the Supplier within 7 days of receipt thereof. The confirmation of the Purchase Order shall be understood as a printed document or e-mail sent by the Supplier to the Contracting Entity.

The Supplier’s failure to send the written confirmation by the deadline stipulated in the preceding sentence shall be treated by the Contracting Authority as acceptance of the Purchase Order by the Supplier on the terms and conditions stipulated in the Purchase Order and consistent with the General Terms and Conditions of Procurement.



3.1  On the Contracting Entity’s request, the Supplier shall, within 3 subsequent business days, submit a preliminary work schedule for approval.


3.2   During the Purchase Order processing, the Supplier shall, if requested by the Contracting Entity, immediately present a written progress report on the work covered by the Purchase Order compared with the work schedule.


3.3.  If the delivery date stipulated in the Purchase Order is at risk of not being met, the Supplier must provide a written statement indicating an expected length of the delay, its causes and an action plan to mitigate the consequences and extent of the delay. Failure to provide such information or the submission of a statement indicating that the delivery cannot take place on the agreed date may serve as the basis for the Contracting Entity to cancel the Purchase Order, entailing the consequences stipulated in section 4.8 hereof.


3.4  The Contracting Entity reserves the right to withdraw from the Contract in full or in part before the Product is manufactured within the time frame stipulated in the Purchase Order, without the obligation to pay any damages. In such an event, the Contracting Entity shall only reimburse the Supplier for the actual costs of manufacture incurred. Such costs shall only comprise reasonable, direct expenses irrevocably incurred by the Supplier in order to fulfil the Purchase Order and shall not include any indirect costs, opportunity costs nor any costs related to the ordering of materials which the Supplier could have cancelled or returned. In the event of cancellation of the Purchase Order, the Supplier shall, within 15 days of the date of cancellation by the Contracting Entity, deliver a written calculation of the costs incurred, failing which it shall be understood that the Supplier has incurred no costs.



4.1 The Supplier shall deliver the ordered Products to the place indicated in the Purchase Order. Where no such indication is made in the Purchase Order, the Products should be delivered to the Contracting Entity’s enterprise. The Product delivery shall only be considered complete after the whole requisite quality documentation is supplied in line with the Purchase Order. The delivery may be rejected unless it is accompanied by a delivery document issued by the Supplier, quoting the Purchase Order number, specification of the goods shipped, quantity, and weight. Every delivery must of necessity be pre-advised at least 24 hours prior to dispatch. The delivery advice should identify the driver, the means of transport and the material.


4.2  If the Product delivered does not conform to the Purchase Order, specification or does not satisfy the standards or requirements of the law or regulations, or otherwise does not meet reasonable expectations of the Contracting Entity, the delivery may be rejected.


4.3  The Supplier shall be liable for losses resulting from any delay, loss or damage caused by improper labelling, packaging or identification of the dispatch.

4.4 The transfer of the title and of all risks of loss of or damage to the Product shall take place upon its acceptance confirmed in writing.

4.5  The Contracting Entity shall have the right to reject a dispatch made prior to the delivery date and return the same to the Supplier at its expense and risk, or to charge the Supplier for the relevant cost of storage.

4.6  The Contracting Entity shall be under no obligation to accept any surplus quantity of the Product over the quantity specified in the Purchase Order. The Product delivered in a quantity exceeding the value specified in the Purchase Order may be returned to the Supplier at its expense and risk. 

4.7   The Parties agree on liability for contractual penalties in the following events and amounts:

4.8   The Supplier shall pay the Contracting Entity contractual penalties:

4.8.1 for the withdrawal from the Contract by the Contracting Entity for reasons attributable to the Supplier - at the rate of 30 % of the Purchase Order value plus the coverage of any and all costs resulting from the delay or penalties claimed by the end client.


4.8.2 for the overrun of the delivery date at the rate of 2% of the Purchase Order value for every week of the delay compared with the agreed delivery date. Where the delay does not last a whole week (or whole weeks), the penalty shall be calculated pro rata temporis.


4.8.3 for any delay in the fixing of defects in the Product - at the rate of 1% the Purchase Order value for every day of the delay calculated from the lapse of the deadline set by the Contacting Entity for the fixing of defects, both determined on delivery, and ones identified thereafter, during the warranty period.


If the amount of the contractual penalties does not cover the loss incurred by the Contracting Entity, the Contracting Entity shall be entitled to supplementary damages as provided for in the Civil Code (compensation for actual losses and opportunity costs). If the Contracting Entity exercises the remedy of contractual penalties for the Period of Delay, this shall not waive the Contracting Entity’s right to other remedies, damages or options specified in this Purchase Order or otherwise conferred by law, other than contractual penalties resulting from the Period of Delay, inclusive of the right of the Contracting Entity to withdraw from this Purchase Order due to the failed delivery.


4.9  The Contracting Entity shall have the right to set off the contractual penalties against the Supplier’s fee.


4.10 Incoterms 2010 shall apply as the interpretation of the commercial delivery clauses unless otherwise agreed in the Purchase Order.

If EXW or FCA terms are applied, the Contracting Entity shall have the right to collect the object of the Purchase Order within 30 days of the invoice date, incurring no costs of storage.


4.11 If the Purchase Order specifies that the Product is to be tested on receipt by the Contracting Entity, the Purchase Order shall only be deemed complete upon the successful completion of the tests to the satisfaction of the Contracting Entity.


If the Purchase Order provides for the testing of the Product by the Contracting Entity or a person engaged by the Contracting Entity (tests/inspections/control points), the Supplier must notify the Contracting Entity about the expected date of delivery of the Product for testing giving it a 14 day prior notice. The Supplier shall cooperate in such audits and ensure the availability of its properly knowledgeable representatives.

Subject to giving prior notice to the Supplier, the Contracting Entity shall have the right to audit the documentation, check the quality of the materials and the progress of work wherever such work is conducted and the materials stored.


4.12 The Contracting Entity may, during the performance of the Purchase Order, require the Supplier to produce the work schedule and other documents pertaining to the quality, tests of materials and control of the manufacturing process.

4.13 At the Contracting Entity’s request, the Supplier must present corrective action plan and remedy plan in the event of delivery of a faulty Product.


4.14 Between the placement of the Purchase Order and the delivery, the Contracting Entity may suspend the performance of the Purchase Order for as long as it sees fit. The Supplier shall be required to suspend the performance of the Purchase Order and delivery of the ordered materials and services without delay upon the receipt of the relevant notice from the Contracting Entity.

If the suspension lasts longer than 12 months, the Supplier may withdraw from the Contract. In such an event, section 3.3 (above) shall apply to the settlement of accounts.




5.1  The completion of the Purchase Order shall entail the giving by the Supplier of a warranty for the Products delivered for a period of 24 months from the delivery date.


5.2  The Contracting Entity shall advise the Supplier of any defects discovered in the Products in writing (also by means of electronic communication). The Supplier shall fix any defects found during acceptance tests and during the warranty period within the time limit set by the Contracting Entity. The Contracting Entity reserves the right to demand repair or return of all the faulty components, at the Supplier’s expense, and to demand their replacement for components which are free of any defects by the set time limit. In the event of the lapse of the time limit without effect, the Contracting Entity may repair the Product on its own or procure such a repair from a third party at the Supplier’s expense and risk. The Supplier shall take all necessary steps to ensure that faulty Products are replaced or repaired at its own expense applying due care.

This shall be without prejudice to the Contracting Entity’s remedy of contractual penalties or supplementary damages.

In the event of complaint regarding the Product, the Contracting Entity shall have the right to withhold payment for the Supplier’s invoices and reserves the right to pay with deferral equal to the duration of the repair or replacement of the Product.

5.3  At all times during the performance of the Purchase Order, the Contracting Entity shall have the right to inspect the place where the Purchase Order is performed in order to determine the actual advancement of work and the Supplier must enable the Contracting Entity to conduct such an inspection.




6.1  The prices stated in the Purchase Order shall be fixed and shall not vary and shall include the costs of transport, risk insurance and of delivery to the specified place of delivery in accordance with the agreed Incoterms 2010.

The price shall also be inclusive of all charges such as import fees, taxes, VAT, customs duties, import agent fees, bank fees related to currency exchange or any other charges.


7.1  The Product shall be produced in compliance with the wording of the Purchase Order, applicable standards and regulations, in proof of which the Supplier shall produce necessary documents, clearances and certificates along with the delivery of the purchased goods.

7.2  The Contracting Entity reserves the right to alter the Purchase Order with regard to: the date and place of delivery, quantity, technical specifications of the Product and its packaging. In the event of such alteration, the Supplier may only change the Price to account for the related necessary and direct costs.

The Supplier may not alter the Purchase Order in any way without the written consent of the Contracting Entity.

7.3  The Supplier has all the requisite expertise, facilities and equipment to perform the Purchase Order. Without prior written permission of the Contracting Entity, the Supplier may not sub-contract the performance of the whole or any part of the Purchase Order. The Supplier shall be invariably liable for any action or omission of its subcontractors.

7.4  If dedicated instrumentation is required to perform the Purchase Order, the Supplier shall maintain such instrumentation for 5 years at no extra charge. After that, the instrumentation shall be sent back to the Contracting Entity or the parties shall negotiate the cost of continued storage. The Supplier shall maintain the instrumentation in a condition which would make it possible to resume manufacture with the use of said instrumentation. If the instrumentation is owned by Donako, it shall be returned by the Supplier upon the completion of the Purchase Order.


8.1.  In consideration of the proper manufacture of the Product and its delivery in compliance with the terms and conditions of the Purchase Order, the Contracting Entity shall pay the Price by crediting the Supplier’s account indicated in the invoice. Payment shall be conditional on compliance of the Product with the specification and the clauses of the Purchase Order.

The Contracting Entity accepts the standard and generally binding 90-day term of payment to the Supplier. The Contracting Entity effects payments on the 30th day of the month when the standard term of payment ends and the Supplier accepts that the payment so effected is not in breach of the standard term of payment.

The term of payment shall run from the date of acceptance by the Contracting Entity of the invoice and delivery of Product or service complete with the full set of the shipment and quality documents, in any case not earlier than the date of written confirmation of acceptance as referred to in section 4.4 (above).


8.2  What shall serve as the basis for the issuance of an invoice is the proof of delivery or waybill signed by representatives of the Parties.

8.3  The Contracting Entity shall have the right to reject the invoice if the Supplier has failed to quote the Purchase Order number or issued the invoice prior to delivery. No extra costs not previously agreed with the Contracting Entity shall be included in the invoice.

8.4  The Contracting Entity shall have the right to withhold payment for the invoice in full or in part until the Product is brought to compliance with the Purchase Order.


9.1  The Supplier shall advise the Contracting Entity if it intends to engage a subcontractor in the performance of the Purchase Order and wishes to obtain the Contracting Entity’s approval. In such an event the Contracting Entity shall have the right to verify the credibility and reliability of the subcontractor.

9.2  The Contracting Entity may communicate its readiness to accept the material within 30 days of delivery date stated in the Purchase Order without incurring any cost of storage at the Supplier’s.

9.3  The Supplier shall reduce the Price of the Product or service if in the course of performance it turns out that the Supplier has found a way to reduce manufacture costs.

9.4 The Supplier warrants that any Products containing hazardous substances are properly secured for the duration of transport, labelled and registered in compliance with the applicable law and regulations.

The Supplier warrants that it operates in compliance with the law, it is not aware of any risks to its going concern and its financial standing allows it to fulfil the order in accordance with the Contracting Entity’s requirements. If in the course of fulfilment of the order an event or events occur posing a threat to its going concern, including a risk of loss of liquidity or if there is a change of the Supplier’s ownership structure, the Supplier must inform the Contracting Entity about that. If the Contracting Entity becomes aware of a risk to the Supplier’s going concern, the Contracting Entity shall have the right to terminate the Contract with immediate effect and take over the object of the Purchase Order being work in progress, along with all the materials and services ordered by the Supplier and the technical documentation, and shall pay the corresponding amount of direct costs and unfulfilled orders.

The Supplier must produce to the Contracting Entity and maintain, throughout the period of fulfilment of the order and of the warranty, third party liability insurance the value of which shall be higher than the tenfold of the object of the Purchase Order.


10.1 All information following directly from these General Terms and Conditions of Procurement, as well as any information acquired by the Supplier in connection with the fulfilment of the Order, including in particular any information of organizational, commercial and technical nature pertaining to the Contracting Entity not disclosed to the general public shall be regarded by the Parties as confidential information and as such, they shall not be disclosed to any third party. This undertaking shall not apply to situations where the obligation to disclose information results from mandatory laws.


10.2 Each Party shall hold the provisions of this Contract in privacy both during its term and thereafter. In addition, the Supplier shall protect the Contracting Entity’s proprietary information. This shall apply to information about the Contracting Entity’s business, details of its contractors, partners, employees - which is material from the point of view of the Contracting Entity’s standing (“Confidential Information”). Confidential Information shall comprise in particular: economic, commercial, organizational and technological information, methods of operation, the contents of contracts, purchase orders, details of contractors, employees and partners, know-how, intellectual property and proprietary industrial information, the Contracting Entity’s intentions and strategic plans, business plans, investment analyses, e-mail messages, fax messages, electronic copies of documents, diagrams, recordings, reports, forecasts, data or databases, drafts, market or financial analyses, prototypes and other information acquired in connection with the performance of this Contract.


10.3 In the event of breach of the provisions of section 10.2, the Supplier shall pay the Contracting Entity a contractual penalty of PLN 100,000.00 (one hundred thousand PLN) - per each breach. The remedy of contractual penalty shall not prevent the Contracting Entity from seeking damages in excess of the reserved contractual penalty.



11.1 Any matter not provided for in these General Terms and Conditions of Procurement shall be governed by the Civil Code. In the event of a dispute concerning the interpretation or fulfilment of the Purchase Order and these General Terms and Conditions of Procurement, which the Parties are unable to settle amicably, the dispute shall be resolved by the court of competent jurisdiction over the Contracting Entity.


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