Purchase of equipment




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Дата канвертавання27.04.2016
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PURCHASE OF EQUIPMENT






General Terms and Conditions of Procurement of Equipment by Volkswagen Group Polska Sp. z o.o. (as at 01.01.2013)
3

1. Definitions


3

2. Scope of application of the Terms and Conditions 3

2.6 3

3. Governing law


4

4. Request for proposal and the resulting proposals 4

4.1 4

4.2 4


4.3 4

4.4 4


4.5 4

4.6 4


4.7 4

4.8 4


5. Specific duties of the Supplier in connection with the preparation of the proposal 4

5.1 4


5.2 4

5.3 4


5.3.1 4

6. Conclusion of the Agreement 5


6.1 5

7. Invoices; payment terms 5

8. Observance of legal regulations 6

9. Co-operation obligation, performance of Agreement 6

10. Co-operation by VGP 6

10.2 7


11. Deliveries from VGP 7

11.1 7


11.3 7

11.4 7


12. Subcontractors 7

13. Assignment of receivables


7

14. Refraining from mutual consideration. Set off 7

14.1 7

14.2 7


15. Unfair competition Liability of collective entities. 7

15.1 7


15.2 7

15.3 8


15.5 8

16. Copyright and industrial property right, confidentiality, advertising 8

16.1 8

16.3 8


16.4 8

16.5 8


16.6 9

16.7 9


16.8 9

16.9 9


16.11 9

16.12 9


17. Other obligations of the Supplier 9

17.1 9


17.2 9

17.4 9


18. Scope of the Agreement/modification of the Agreement 10

18.1 10


18.2 10

18.3 10


18.4 10

18.5 10


18.6 10

19. Tools


10

20. Acceptance of Equipment


10

20.1 10


20.2 10

20.3 10


20.5 11

20.7 11


20.9 11

21. Passing of risk 11

21.2 11

22. Time limits; delay 11

22.2 11

22.3 11


22.4 11

22.5 11


22.7 12

23. Supplier’s liability for the defects of Equipment 12

23.1 12

23.2 12


23.3 12

23.4 12


23.5 12

23.6 12


23.7 12

24. Liability / Third party liability insurance / Security


12

24.1 12


24.2 12

24.3 12


24.4 12

25. Personal data protection


12

26. Final provisions


13

27. Severability clause


13

28. Place of performance. Competent court 13

28.2 13

28.3 13


29. Volkswagen Group requirements regarding sustainable development in relationship with trade partners 13


General Terms and Conditions of Procurement of Equipment by Volkswagen Group Polska Sp. z o.o. (as at 01.01.2013)


1.Definitions



Whenever the following expressions are used in the present General Terms and Conditions of Volkswagen Group Polska Sp. z o.o. (VGP) they shall be understood as follows:

            1. Terms and Conditions

The Terms and Conditions shall mean these general terms and conditions of procurement of Equipment by VGP.

            1. Equipment

The Equipment shall mean a set of interconnected parts or components combined into a functional whole and propelled by forces of nature.

            1. Purchase Order

Purchase Order shall mean an order document submitted by VGP which is the exclusive source of a liability of VGP.

            1. Procurement of Equipment

The procurement of Equipment shall mean the sale, the delivery, or another agreement whereby VGP acquires the title to the goods, except for the service provision agreements, construction works agreements and agreements for the procurement of goods. Any Purchase Order placed shall also be considered the agreement.

            1. Supplier

The Supplier shall mean and entity, including an entrepreneur within the meaning of Art. 431 of the Civil Code, submitting a proposal to enter into an agreement, or to which VGP addressed the request for proposal or the purchase order for Equipment.

            1. Written form

A written form means the written form within the meaning of art. 78 of the Civil Code, unless otherwise provided in the wording hereof. A statement submitted by VGP (including Purchase Order) or the Supplier using facsimile transmission or electronic mail shall be considered equivalent to the written form.

            1. Request for proposal

Request for proposal shall mean an invitation addressed by VGP to the Supplier as part of the competitive procurement procedure carried out by VGP.


2.Scope of application of the Terms and Conditions


2.1

The present Terms and Conditions apply to any and all agreements concerning the procurement of equipment, including the activities related to, or preceding, the conclusion of such agreements. The present Terms and Conditions also apply to the preparation and submission of proposals by the Supplier in reply to the Request for Proposal.

2.2

Unless otherwise agreed, the Terms and Conditions shall apply as amended and binding at a given time. The most recent version of the Terms and Conditions shall be delivered to the Supplier prior to the conclusion of the agreement, in the electronic form, as downloadable and printable file. www.vw-group.pl

2.3

Unless VGP and the Supplier agree otherwise in writing, any use of the Supplier’s templates of agreements is excluded. Neither shall the Supplier’s templates of agreements be used even if VGP has not expressly objected to their inclusion. The acceptance of the Equipment by VGP without an express objection or the making of payment without objection by VGP for the Equipment purchased shall not in any case mean the acceptance of the Supplier’s templates of agreements. The VGP employees are not authorised to include any Supplier’s template of agreement in the Equipment Purchase Agreement, nor to acknowledge the same as binding, not even in part, unless expressly authorised to do so in their power of attorney.

2.4

In case of discrepancy between the wording of the provisions of the agreement concluded by VGP with the Supplier and the wording of these Terms and Conditions, the contractual provisions shall prevail.

2.5

In case of discrepancy between the enclosures to the agreement, the enclosures bearing a higher number shall prevail, in observance of the order indicated in point 2.6 hereof. If the enclosures to the agreement have not been numbered or are at the same priority level indicated in point 2.6 hereof, the most recent enclosures shall prevail.

2.6

For the purposes of interpretation of any agreement concluded between VGP and the Supplier, the following order of documents constituting parts of the agreement is hereby established:



  • agreement/order placed by VGP,

  • minutes of the negotiations between VGP and the Supplier, with priority given to the wording of the minutes prepared on the date closest to the date of entering into the agreement,

  • the present Terms and Conditions,

  • VGP Request for proposal,

  • technical conditions and quality standards defined for the Equipment.


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