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General Terms and Conditions of "Ingram Micro"

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General Terms and Conditions of Business of Ingram Micro Sp. z o. o. seated in Warsaw of 18 May 2018
§ 1 APPLICABILITY
  1. These General Terms and Conditions of Business (hereinafter: GTC) shall govern business relationships between Ingram Micro Sp. z o.o. (hereinafter: SUPPLIER) and their Client who is not a consumer as defined under Article 221 of the Civil Code (hereinafter: RECIPIENT) and are incorporated in all business information of the SUPPLIER, sale and delivery contracts, and other contracts and acts executed or performed between the SUPPLIER and the RECIPIENT in the area connected directly with the business or professional operations conducted by the RECIPIENT. Any provisions contrary to GTC shall be null and void unless supported by relevant written statements of intent by the SUPPLIER and the RECIPIENT.
  2. As far as any existing long-term business contracts are concerned, these GTC shall apply to all future sale and delivery contracts, and other agreements, unless the Parties agree otherwise.
  3. By placing an order or entering into a sale or delivery contract with the SUPPLIER, the RECIPIENT agrees that these GTC are incorporated into, and constitute an integral and binding part of such contract. The RECIPIENT is also considered to have agreed to these terms and conditions by any other means if the RECIPIENT’s behaviour shows the RECIPIENT have read them. The current version of these GTC is available from the SUPPLIER’s websites – pl.ingrammicro.eu, and www.IngramMicro24.com. Upon a relevant written request from the RECIPIENT, the SUPPLIER can send the then-current version of GTC, by regular mail, fax, or e-mail.
  4. Where any other written agreements or arrangements are non-existent, these GTC constitute the exclusive legal regulation to govern the relationship between the Parties. If any particular provisions of GTC are or become invalid or unenforceable, that shall not affect the validity or enforceability of other provisions. Any invalid or unenforceable provisions will be deemed superseded by the provisions that most closely match the intent of GTC.
  5. In these GTC, the following terms shall have the following meaning:
    1. ) SUPPLIER shall mean Ingram Micro Sp. z o.o., a limited liability company with its registered office in Warsaw at the following address: 02-255 Warszawa, ul. Krakowiaków 46; entered into the Company Register of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register, under number: KRS 0000028820, with its share capital of PLN 8,000,000.00, holder of (NIP) Taxpayer Reference Number: 521-29-31-906 and (REGON) National Business Registry Number: 013196912.
    2. RECIPIENT shall mean an entrepreneur who runs their own proprietorship (natural person, legal entity, or organizational unit without legal capacity), who performs a legal transaction with the SUPPLIER, connected directly with the business or professional operations conducted by the RECIPIENT, including specifically who places an order with the SUPPLIER for GOODS and services offered by the SUPPLIER.
    3. GTC shall mean these General Terms and Conditions of Business of Ingram Micro Sp. z o.o., available from the following websites: pl.ingrammicro.eu, or www.IngramMicro24.com.
    4. IngramMicro24 shall mean an on-line electronic sales system designed to pursue commercial cooperation between the SUPPLIER and the RECIPIENT, maintained by the SUPPLIER through the following website: www.IngramMicro24.com., the use of which website is governed by separate terms and conditions that are considered an addendum to these GTC.
    5. GOODS shall mean items, software, technology, licences, engineering support, service contracts, and services provided by the SUPPLIER as part of their business operations.
  6. The SUPPLIER reserves the right to amend these GTC. All and any amendments to these GTC and relevant effective dates thereof will be notified by the SUPPLIER posting a relevant communication on the following websites, one week in advance: pl.ingrammicro.eu, or www.IngramMicro24.com. Any amendment to these GTC shall apply to contracts made on or after the effective date of such amendment. Changing the name (s) of the SUPPLIER or its legal form does not constitute a change to the GTC.
§ 2 ORDERS, CONCLUSION OF A CONTRACT
  1. To purchase any GOODS from the SUPPLIER, the RECIPIENT must place an order for GOODS currently offered by the SUPPLIER, whereby the RECIPIENT makes a binding statement of the RECIPIENT’S intent to purchase the ordered GOODS. The RECIPIENT cannot refuse the GOODS if delivered by the SUPPLIER in accordance with the terms of the RECIPIENT’s order.
  2. All orders must be placed in writing, by fax, by e-mail, or through the IngramMicro24 on-line sales system the SUPPLIER has in place. All orders should include a date, specification, number of ordered products and/or services, prices, expected lead-time, delivery method, delivery address, and terms of payment.
  3. Orders will only be accepted that are placed by a person authorised to represent the RECIPIENT as evidenced by the entry into the country-specific register relevant for the RECIPIENT, or by a person authorised in writing to place orders on behalf of the RECIPIENT. The authorisation referred to hereinabove must be made by completing the form “Persons authorised to be contacted for business purposes, and place orders on behalf of the RECIPIENT”, which constitutes an appendix to these GTC (template 1a), and must be signed in accordance with the entry into the country-specific register relevant for the RECIPIENT, and sent by registered mail or by fax; or scanned and sent as an attachment to an e-mail message to the following e-mail address of the SUPPLIER: ploffice@ingrammicro.com, or sent through the IngramMicro24 website. Attached to the e-mail message or sent through the IngramMicro24 website, the scanned copy of the authorisation referred to above will be considered as binding as the original. A person authorised to represent the RECIPIENT in accordance with the entry into the country-specific register relevant for the RECIPIENT can grant authorisation for any person to appoint a substitute through the IngramMicro24 on-line sales system to place orders on behalf of the RECIPIENT. In such case, authorisations granted through the IngramMicro24 on-line sales system by a person authorised on behalf of the RECIPIENT are considered legally binding once the personal details of the authorised person are entered into the IngramMicro24 system, with no need for sending of any additional authorisation forms. The RECIPIENT is responsible for the accuracy of details provided in the purchase order or/and documents attached thereto. Any person placing an order using the RECIPIENT’s fax number, e-mail address, or regular address is considered an authorised representative of the RECIPIENT. The RECIPIENT must notify the SUPPLIER in writing of all and any changes in persons authorised to place orders (template 1b), subject to provisions on the management of IngramMicro24 user privileges. The notification referred to in the immediately preceding sentence must be sent by registered mail; or scanned and sent as an attachment to an e-mail message with a read receipt requested to the following address of the SUPPLIER: ploffice@ingrammicro.com; or sent through the IngramMicro24 website, promptly upon such changes are made; and takes effect once it is received by the SUPPLIER. The RECIPIENT is responsible for an order placed by any person whose authorisation to place orders has been terminated, if the RECIPIENT fails to meet their obligation to promptly notify the SUPPLIER of such termination, while all and any damage caused to the SUPPLIER by orders placed by unauthorised persons shall be covered by the RECIPIENT. The RECIPIENT with an active account in the IngramMicro24 system has to authorise one User (Admin) to manage all user accounts of the RECIPIENT by adding/deleting accounts and granting/revoking particular privileges to act on behalf of the RECIPIENT within the IngramMicro24 website – such authorisation should be signed and transmitted in accordance with the aforesaid provisions. The Admin may also be a person authorised to act as a sole representative of the RECIPIENT in accordance with the entry into the country-specific register relevant for the RECIPIENT – in this case such person shall sign and attach the form appended to these GTC – template 1c.
  4. The RECIPIENT consents to receiving and transmitting commercial information (regular or special offers, novelties, etc.) from and by the SUPPLIER in accordance with the Act on Electronic Services of 18 July 2002, by e-mail to the addresses communicated and made available to the SUPPLIER by the RECIPIENT.
  5. Pursuant to §2, clause 2 of GTC, orders can be placed through the IngramMicro24 on-line sales system the SUPPLIER has in place. In that case, legal transactions performed in an electronic form are not subject to Article 66 § 1-3 of the Civil Code.
  6. Article 61, §1 of the Civil Code shall apply directly which means that the RECIPIENT can withdraw their order once it is confirmed by the SUPPLIER, not later than by the date on which the RECIPIENT receives an order acceptance confirmation from the SUPPLIER, provided, however, that the RECIPIENT shall have the right to withdraw any order in cases specified in clause 9, sentences 3 to 4 below, and §5, clause 9 of GTC.
  7. A contract is considered made by and between the SUPPLIER and the RECIPIENT at the time the SUPPLIER sends a written confirmation by fax, by e-mail, or through the IngramMicro24 on-line sales system, that the SUPPLIER has accepted the order, which confirmation must include in particular: specification; number of products and/or services; price; terms of payment; delivery method, place, and time; provided that, after the RECIPIENT has placed their order, the SUPPLIER is entitled to specify in writing any other time for the contract to be made or to enter into force.
  8. The place for delivery is the SUPPLIER’s registered office or any other place for delivery of GOODS as indicated in the order. The person authorised to place orders is also authorised to indicate and change delivery addresses for Goods ordered on behalf of the RECIPIENT.
  9. All and any catalogues, photos, advertising brochures, and technical data published by the SUPPLIER are for information purposes only and do not constitute an offer within the meaning of Article 661 of the Civil Code (Article 661, §§ 1 to 3, of the Civil Code does not apply). Technical data and parameters are only binding if they have been confirmed by the SUPPLIER in the order acceptance confirmation. In the event that, confirmed by the SUPPLER in their order acceptance confirmation, the technical data and parameters for any GOODS ordered by the RECIPIENT are subsequently changed for reasons beyond the SUPPLIER’s control, such as structural modification, changes in technical data or design of the ordered GOODS, which modifications or changes stem from improvements made to the GOODS by the manufacturer, or from technical developments, the SUPPLIER will notify the RECIPIENT accordingly by fax, by e-mail, or through IngramMicro24 on-line sales system. If within 7 days of the transmission date of the SUPPLIER’s notification about changes in technical data or parameters for the ordered GOODS, the RECIPIENT fails to provide the SUPPLIER with the RECIPIENT’s statement of withdrawal of their order, this statement to be sent by fax, by e-mail, or through IngramMicro24 on-line sales system, the RECIPIENT is considered to have confirmed and accepted the modified technical data and parameters for the ordered GOODS.
  10. The SUPPLIER makes it clear that any individually submitted business offers, calculations, designs, drawings, and other technical data are confidential and as such cannot be disclosed to any third parties by the RECIPIENT. Any violation of this provision shall entitle the SUPPLIER to take a legal action to seek remedies for trade secret infringement under the laws on combating unfair competition.
  11. The RECIPIENT can apply to the SUPPLIER for a trade credit, by submitting a relevant credit request. A trade credit request form is available from the IngramMicro24 system or the SUPPLIER’s websites.
  12. The SUPPLIER can make their approval of the trade credit to the RECIPIENT conditional on the RECIPIENT’s existing credit history and submission of valid financial and registration documents, as well as provision of collateral. The SUPPLIER can refuse a trade credit without giving a reason. In the event that the SUPPLIER withdraws their decision to grant a trade credit after the RECIPIENT’s order has been accepted, the SUPPLIER can make fulfilment of such order conditional on the RECIPIENT’s provision of any additional collateral or making a prepayment.
  13. To secure the SUPPLIER’s receivables arising out of the sale of GOODS, the SUPPLIER can make their fulfilment of any order conditional on the RECIPIENT’s provision of additional collateral for the transaction. The collateral shall be each time agreed on a case-by-case basis.
  14. Either Party has the right to terminate an order, whether in whole or in part, following the terms and conditions set forth in the Civil Code, sections on obligations under reciprocal contracts.
§ 3 DELIVERY/ COLLECTION OF GOODS
  1. In the event that a delivery period is agreed, this understood to mean both the SUPPLIER’s readiness to release GOODS to the RECIPIENT, and the RECIPIENT’s readiness to accept the GOODS in the place and within the period indicated in the order, the delivery time shall commence on the date of the order acceptance confirmation by the SUPPLIER to the RECIPIENT, this confirmation to include elements specified in §2, clause 7 of GTC.
  2. In the event that the RECIPIENT requests changes be made in the ordered GOODS, such request is considered placement of a new order.
  3. The delivery period can be changed and extended accordingly in the case of Force Majeure that is understood to mean all and any unforeseeable and unpreventable events, including specifically: natural disasters, strikes, lockouts, labour conflicts, legislative changes, administrative decisions, or government orders, provided that they significantly impact the production or delivery process of goods. Also, Force Majeure is deemed existing if the said events occur to the SUPPLIER’s suppliers or subcontractors, or if any timely execution of the SUPPLIER’s obligation is prevented or significantly hampered due to economic conditions. The SUPPLIER can evoke Force Majeure events described hereinabove also if the SUPPLIER is already in delay with their performance. The SUPPLIER will promptly notify the RECIPIENT of commencement or cessation of Force Majeure events.
  4. The SUPPLIER reserves the right to fulfil any particular order in several steps, upon prior notification to the RECIPIENT through the IngramMicro24 on-line sales system, by fax, or by e-mail, unless the RECIPIENT’s order contains the requirement for the order to be fulfilled in one single step. In the event of fulfilling an order in several steps, any single step by the SUPPLIER is considered a separate legal act, and, therefore, the RECIPIENT is required to pay for it by a due date specified by the SUPPLIER in the relevant invoice or contract.
  5. The delivery period for GOODS ordered by the RECIPIENT will be specified by the SUPPLIER in the order confirmation referred to in §2, clause 7, with consideration given to the SUPPLIER’s practical ability of acquiring GOODS ordered by the RECIPIENT in the shortest possible time. The SUPPLIER will be liable for any untimely delivery of GOODS covered by the order confirmed by the SUPPLIER to the extent that such untimely delivery is caused exclusively by the SUPPLIER’s failure to timely perform for the RECIPIENT, and in any case up to the SUPPLIER’s net profit earnable with fulfilment of such order.
  6. The SUPPLIER can refuse to fulfil, or suspend fulfilment of any order if the RECIPIENT has any past due balances relating to any orders that are already fulfilled.
  7. The SUPPLIER ensures the delivery of GOODS, which are ordered by the RECIPIENT, to the address indicated in the order by the RECIPIENT, through a freight forwarder or carrier contracted by the SUPPLIER, save for service contracts, licence activation codes/keys, and other GOODS supplied electronically via e-mail, subject to clause 9 below.
  8. The RECIPIENT can change the delivery address the RECIPIENT indicated in the order. Each and every change in the delivery address once it is indicated in the order must be in writing, and sent by fax, through the IngramMicro24 system, or by e-mail with a read receipt requested, to the SUPPLIER by a person authorised to place orders, not later than before commencement of the delivery process by the SUPPLIER.
  9. In their order, the RECIPIENT can indicate in writing that the collection preferred by the RECIPIENT is by a carrier or freight forwarder indicated by the RECIPIENT, or by the RECIPIENT’s own transportation from the SUPPLIER’s warehouse. If the latter is the case, the RECIPIENT is to designate a person in writing who is authorised to collect GOODS from the SUPPLIER’s warehouse.
  10. The RECIPIENT carries costs for transportation, which are directly added to the invoice price for GOODS that are transported or are charged in a separate invoice:
    1. in any case, if the net purchase value of goods shipped to a single delivery address on a specific date is equal to, or lower than PLN 6,000 net, or, for invoices issued in foreign currencies, an equivalent of the said amount in USD or EUR calculated using an average exchange rate ruling at the National Bank of Poland on the date preceding the shipment date, the net cost for transportation is PLN 15,00 (or, for invoices issued in foreign currencies, an equivalent of the said amount in USD or EUR, calculated as set forth above) per location (except large loads i.e. parcels with weight exceeding 70 kg, and products that require specialist transportation, such as cabinets, large UPSes, cable reels, etc.).
    2. in the case of large loads and GOODS that require specialist transportation, if the net purchase value of goods shipped to a single delivery address on a specific date is equal to, or lower than PLN 30,000 net, or, for invoices issued in foreign currencies, an equivalent of the said amount in USD or EUR calculated using an average exchange rate ruling at the National Bank of Poland on the date preceding the shipment date, the net cost for transportation of large loads (i.e. parcels with weight exceeding 70 kg) will be PLN 90 (or, for invoices issued in foreign currencies, an equivalent of the said amount in USD or EUR calculated as set forth above) per item. Cost for specialist transportation of one item (e.g. a cabinet) will be minimum PLN 150 (net) (Warsaw) and minimum PLN 350 (net) (outside Warsaw). Cost for transportation of any larger number of special GOODS (e.g. cabinets) is to be agreed on between the parties.
    3. costs for international transportation are to be each time agreed on before shipment.
  11. The SUPPLIER carries costs for transportation if the net purchase value of goods shipped to a single delivery address on a specific date exceeds the relevant amounts specified in clause 10 above.
  12. GOODS covered by orders placed before 4:00 p.m. on a business day go to a carrier or freight forwarder on the same day, while orders placed after 4:00 p.m. on the same or following business day. Transportation of large loads is to be agreed on a case-by-case basis. For shipping within the city of Warsaw, same-business day delivery can be agreed on for orders placed before 12:00 noon. GOODS can be also collected from the SUPPLIER’s warehouse on business days, i.e. Monday to Friday, 9:00 a.m. – 5:00 p.m.
  13. Where GOODS are delivered to the RECIPIENT by a carrier or freight forwarder contracted by the SUPPLIER, the risk in the goods passes onto the RECIPIENT when the GOODS are collected from the carrier or freight forwarded. The GOODS shipped are covered under an insurance policy until they are delivered to the RECIPIENT.
  14. In the event that the RECIPIENT contracts a carrier or freight forwarder of the RECIPIENT’s choice, or GOOD are collected from the SUPPLIER’s warehouse by the RECIPIENT or by a person authorised by the RECIPIENT, the risk in GOODS passes onto the RECIPIENT when the GOODS are released from the SUPPLIER’s warehouse.
  15. The following are considered a confirmation of GOODS receipt:
    • stamp and signature, or signature alone of the RECIPIENT, or signature of the person acting on behalf of the RECIPIENT, affixed to a document furnished by a carrier or freight forwarded contracted by the SUPPLIER, at the time of releasing the GOODS covered by the order to the RECIPIENT or to the person acting on behalf of the RECIPIENT;
    • stamp and signature, or signature alone of the RECIPIENT, or signature of the person acting on behalf of the RECIPIENT, affixed to a document confirming the release of GOODS from the SUPPLIER’s warehouse, where goods are collected from the SUPPLIER’s warehouse by the RECIPIENT;
    • stamp and signature, or signature alone of the person acting on behalf of a carrier or freight forwarder, affixed to a document confirming the release of GOODS from the SUPPLIER’s warehouse, where GOODS are collected by a carrier or freight forwarded indicated by the RECIPIENT;
    • e-mail message sent to the e-mail address designated by the RECIPIENT; or notification sent using any other notification method used at that time by the SUPPLIER for service contracts, licence activation codes/keys, and other GOODS supplied electronically.
  16. The SUPPLIER is entitled to assume that GOODS delivered by the SUPPLIER to the address indicated in the relevant order by the RECIPIENT, are collected by the authorised representative of the RECIPIENT and that the confirmation of goods receipt is binding for both the RECIPIENT and the SUPPLIER. The provisions above apply accordingly in the event that GOODS are collected with the RECIPIENT’s own transportation, from the SUPPLIER’s warehouse, or by the carrier or freight forwarder indicated by the RECIPIENT.
  17. The RECIPIENT must inspect the delivered GOODS for quality, quantity, and conformance promptly upon their receipt, and annotate accordingly a shipping document or other confirmation of GOODS release, in the presence of the carrier or freight forwarder.
  18. In the event of any objections whatsoever, the RECIPIENT must promptly (within 3 days following the collection of GOODS) notify thereof to the SUPPLIER in writing, as well as enable the SUPPLIER to examine the delivered GOODS intact. The receipt of GOODS by the RECIPIENT with no objections notified will be understood to mean that the GOODS have been properly delivered in accordance with the RECIPIENT’s order.
  19. If a specific type of packaging or any other significant reason prevents any objective inspection of the delivered GOODS, the inspection of GOODS on receipt should include the check of shipping documents, packaging quantity and condition, and details of packaging labels, as well as damages, if any, visible to the outside. As soon as possible and in any case no later than when GOODS are unpacked but not yet used, a detailed inspection should be carried and results thereof should be promptly communicated to the SUPPLIER.
  20. The RECIPIENT must complete all formalities described hereinabove, failing which the RECIPIENT will lose their right to assert any claims against the SUPPLIER.
  21. The failure of the RECIPIENT to collect the ordered GOODS within 14 days of the SUPPLIER’s confirmation of the SUPPLIER’s readiness for delivery gives a cause to the SUPPLIER to claim relevant damages from the RECIPIENT, including specifically claims for costs of any storage of GOODS uncollected by the RECIPIENT, or transportation costs according to price lists in force in the SUPPLIER. After 14 days of the date of the SUPPLIER’s confirmation of the SUPPLIER’s readiness for delivery, and the RECIPIENT’s failure to meet the terms and conditions of the contract, the SUPPLIER has the right to resell the GOODS, and a new order fulfilment date will be communicated to the RECIPIENT in line with new terms and conditions set by the SUPPLIER. In addition, the SUPPLIER is entitled to charge a contractual penalty fee of 1% of the value of GOODS for each 10 days period, starting from the date of the SUPPLIER’s confirmation of the SUPPLIER’s readiness for delivery.
§ 4 RETENTION OF TITLE
  1. GOODS covered by the order, which is confirmed by the SUPPLIER, remain the property of the SUPPLIER until the sale price for those GOODS is paid in full by the RECIPIENT. The use of any software is only permitted conditionally after the delivery date of the relevant licence by the SUPPLER and until the due date of the sale price. After the said due date, the use of the software is subject to the full and timely receipt of the sale price by the SUPPLIER, and permitted starting from the date on which the SUPPLIER has received such price. Any other use of the software is prohibited. Any user may use maintenance services until the due date of the sale price, as specified to the RECIPIENT by the SUPPLIER. After the said date (in case of non-payment) any such use is prohibited.
  2. Where GOODS are to be subsequently resold to any third party, the RECIPIENT should inform such third party that the title to the GOODS remains vested in the SUPPLIER, and that the use of the software and services is conditionally permitted subject to the full and timely receipt of the sale price for the software/services by the SUPPLIER as set forth in clause 1 above; and supply evidence to the SUPPLIER confirming that the RECIPIENT’s obligation to inform has been fulfilled, failing which the RECIPIENT will be liable for damages.
  3. The RECIPIENT must neither pledge GOODS with the retained title, nor transfer the title to GOODS to provide collateral. The RECIPIENT must promptly notify the SUPPLIER by registered mail of any seizure of GOODS with the retained title. In the event that GOODS with the title remaining vested in the SUPPLIER are seized, the RECIPIENT must ensure that a seizure report contains, in lieu of an oath, an annotation that the seized items are the property of the SUPPLIER and/or the seized software is subject to conditional use.
  4. Upon initiation of bankruptcy, reorganization, or winding-up proceedings against the RECIPIENT, the RECIPIENT must label GOODS in such a way as to indicate that the title to GOODS remains vested in the SUPPLIER.
  5. In the event of default by the RECIPIENT in the payment, the SUPPLIER has the right, at the RECIPIENT’s expense, to request GOODS with the retained title be temporarily released to secure the SUPPLIER’s interest thereon. No such request shall be understood to constitute any exercise of the right of withdrawal from the contract.
  6. The RECIPIENT has no right to dispose claims against the SUPPLIER to any third parties.
  7. Once the contract is made in accordance with these GTC, the RECIPIENT assigns all and any claims and rights resulting from the RECIPIENT’s sale of GOODS with the retained title, to the SUPPLIER, with no need of any additional declarations or statements by the Parties.
§ 5 PRICE
  1. Specified in the SUPPLIER’s IngramMicro24 on-line sales system or information materials, the prices for GOODS do not constitute an offer within the meaning of the Civil Code, but just terms and conditions proposed to the RECIPIENT for placing orders.
  2. Final sale prices for GOODS will be confirmed (by e-mail, by fax, through IngramMicro24 website) by the SUPPLIER in the order acceptance confirmation issued for the RECIPIENT’s order, subject to clause 8 and clause 9 below.
  3. The SUPPLIER can specify prices for GOODS in PLN or any foreign currency. Prices given by the SUPPLIER are exclusive of VAT and transportation costs.
  4. Where a sale price for any GOODS is converted from any foreign currency, such price is converted using the average exchange rate ruling in the National Bank of Poland on the date of sale i.e. invoice date, subject to clause 5 below. An average exchange rate for any currency ruling on the date of sale is set and published by the National Bank of Poland on the business day preceding the date of sale, after 12:00 noon. The SUPPLIER reserves the right to convert sale prices using an exchange rate other than the average exchange rate ruling in the National Bank of Poland on the invoice date, if, at any time on the date of sale, a selling rate for the currency in the interbank market published in Reuters Dealing system is at least 1% higher than the average exchange rate ruling in the National Bank of Poland on that date. Information about the applicable exchange rate is each time available on https://www.IngramMicro24.com. The Parties have the right to agree on any exchange rate other than the exchange rate referred to above, and such other exchange rate must be confirmed by Parties in writing or by-email.
  5. In the event that the currency of the SUPPLIER’s offer in the IngramMicro24 on-line sales system is different from the currency of the order and/or sale transaction as indicated by the RECIPIENT in the order placed by the RECIPIENT, the SUPPLIER, guaranteeing the price in currencies which are selected by the RECIPIENT in their order and differ from the currency of the offer, can increase the price by an additional margin to account for any exchange risks the SUPPLIER is exposed to. By placing their order, the RECIPIENT accepts the amount of the additional margin.
  6. If the RECIPIENT has been granted by the SUPPLIER their RECIPIENT-dedicated access to the SUPPLIER’s IngramMicro24 on-line sales system, the price shown in the SUPPLIER’s IngramMicro24 on-line sales system includes a discount granted to the RECIPIENT.
  7. Prices for GOODS, which are subject to delivery, will be increased by VAT at an applicable rate, transportation costs charged as set forth in §3 of GTC, and other fees referred to in these GTC. The RECIPIENT hereby authorizes the SUPPLIER to issue VAT invoices without the RECIPIENT’s signature.
  8. By placing an order with the SUPPLIER for any GOODS that have a special manufacturer price, or by requesting special manufacturer prices, the RECIPIENT represents that the RECIPIENT accepts conditions of special offers as set forth and applied by the GOODS manufacturer and is bound by the same. Should the GOODS manufacturer or the SUPPLIER find out that the RECIPIENT has infringed the aforesaid conditions of special offers and should the special offer be withdrawn, the RECIPIENT acknowledges and accepts that the price of GOODS will be increased. The price may be changed any time, both before and after GOODS are delivered. If this is the case, the GOODS SUPPLIER shall notify the RECIPIENT of the price change by e-mail and issue a sale invoice with increased prices or a correcting invoice for the price contained in the sale invoice, and the RECIPIENT agrees to pay the increased price in time specified by the SUPPLIER. In such case, the RECIPIENT may not withdraw from the order, as referred to in clause 9 below. Upon a written request from the RECIPIENT, the SUPPLIER, acting on behalf of the RECIPIENT, will inquire the manufacturer about qualifying conditions of special offers.
  9. Any sale price confirmed by the SUPPLIER in their order acceptance confirmation may be subject to change following the change in the price by the GOODS manufacturer. If this is the case, the SUPPLIER will notify the RECIPIENT of the sale price change by fax, by e-mail, or through the IngramMicro24 on-line sales system. Subject to clause 8 above, if within 7 days of the transmission date of the SUPPLIER’s notification about the price change, the RECIPIENT fails to provide the SUPPLIER with the RECIPIENT’s statement of withdrawal of the order placed by the RECIPIENT, the RECIPIENT is considered to have confirmed and accepted the changed sale price.
§ 6 PAYMENTS
  1. The RECIPIENT must pay a sale price for GOODS by the due date indicated in a relevant sale invoice. The SUPPLIER must issue a sale invoice to the RECIPIENT not later than on the 15th day of the month following the month in which the delivery of the GOODS or services has been done.
  2. Upon a relevant request from the RECIPIENT, the SUPPLIER can invoice a sale of GOODS in foreign currencies. In the event any invoice is issued in a foreign currency, the RECIPIENT must pay a sale price for GOODS in the same currency as used for invoicing, to the foreign currency account indicated therein. Any payment of a sale price in a domestic currency where an invoice is issued in a foreign currency can be made using an exchange rate ruling at the RECIPIENT’s bank on the date of payment, only upon prior written consent from the SUPPLIER.
  3. In the event of default of the RECIPIENT in the payment of any particular invoices, the RECIPIENT must pay interest to the SUPPLIER following the same rules as interest for delays in commercial transactions, for each day of the delay, as long as the full sale price for GOODS remains unpaid.
  4. In the event the due date is extended for the payment of the sale price for GOODS, the SUPPLIER can charge the RECIPIENT with interest for delays in commercial transactions on the outstanding portion of the sale price, for each day of extension. In such case, the SUPPLIER has the right to issue an interest note to the RECIPIENT, and the RECIPIENT agrees to make payment on account of such note not later than within 14 days of the note date.
  5. The payment for GOODS shall be made by wire transfer to the SUPPLIER’s account held with the following bank:
    BGŻ BNP Paribas S.A. SWIFT PPABPLPK
    PLN PL 83 1600 1374 1846 3200 8000 0001
    EUR PL 56 1600 1374 1846 3200 8000 0002
    USD PL 29 1600 1374 1846 3200 8000 0003,
    or in cash on collection of GOODS, up to the amount permitted under law.
  6. The date, when the SUPPLIER’s account is credited, or cash payment is made at the SUPPLIER’s cash desk, is deemed the payment date.
  7. The SUPPLIER allows electronic issuance and transmission of invoices, and the RECIPIENT consents thereto.
§ 7 EXPRESS WARRANTY AND IMPLIED WARRANTY
  1. GOODS subject to sale contracts between the SUPPLIER and the RECIPIENT are covered by a manufacturer’s warranty (if any) with its terms and conditions set by the manufacturer.
  2. Pursuant to Article 558 § 1 of the Civil Code, the SUPPLIER’s liability in implied warranty for GOODS subject to contracts made with the RECIPIENT is hereby excluded.
  3. Warranty obligations are carried out on behalf of the manufacturer by entities specified by manufacturer.
  4. The SUPPLIER will be liable under a contract made with the RECIPIENT to the extent that the failure to perform, or improper performance of the contract is caused exclusively by the SUPPLIER’s failure, and in any case up to the SUPPLIER’s net profit earnable from the contract made with the RECIPIENT. The SUPPLIER is not liable for any other damage in the RECIPIENT, including the RECIPIENT’s lost profits or income arising out of, or in connection with the failure to perform, or improper performance of the SUPPLIER under the contract.
§ 8 RETURNS
  1. GOODS can be accepted for return upon the RECIPIENT’s relevant request, in extraordinary situations, upon the RECIPIENT’s written request specifying a reason for return and a number of items, and upon written acceptance of such request by the SUPPLIER.
  2. The SUPPLIER can accept returns in whole or in part, or refuse to accept GOODS.
§ 9 AVAILABILITY OF GOODS FOR PROMOTIONAL AND MARKETING PURPOSES
  1. To boost sales, the SUPPLIER can make GOODS temporarily available to the RECIPIENT on a loan-for-use basis, so that properties and qualities of those GOODS can be demonstrated to subsequent buyers.
  2. To have GOODS made available, the RECIPIENT must submit a Loan-for-Use Request to the SUPPLIER through the IngramMicro24 on-line sales system by a person authorised to act on behalf of the RECIPIENT (including a person authorised to place orders). Following the approval by the SUPPLIER, the Request submitted through the IngramMicro24 on-line sales system shall constitute the execution of a contract of lending for use on terms and conditions provided under the GTC. Provisions of Article 661 § 1-3 of the Civil Code are hereby excluded.
  3. Where justified and approved by the SUPPLIER, the RECIPIENT may submit a Loan-for-Use Request outside the IngramMicro24 website by e-mailing such Request signed on behalf of the RECIPIENT; the Loan-for-Use Request form is appended hereto (template 2).
  4. The RECIPIENT confirms the receipt of GOODS made available as set forth in §3, clauses 7 to 20 hereof, accepting them for use as prescribed herein and in Articles 710 to 719 of the Civil Code.
  5. GOODS subject to the loan for use can be used by the RECIPIENT solely for demonstrative, marketing, and promotional purposes connected with soliciting buyers by the RECIPIENT.
  6. GOODS subject to the loan for use cannot be entrusted by the RECIPIENT to any third person without a written consent from the SUPPLIER.
  7. GOODS are made available on the loan-for-use basis for the period specified in the Request and approved by the SUPPLIER, upon expiry of which the RECIPIENT must return them, subject to the provisions set forth hereinbelow. If the return date indicated by the SUPPLIER is different from the return date indicated by the RECIPIENT in the Request – the return date indicated by the SUPPLIER shall prevail.
  8. The SUPPLIER can request an immediate return of GOODS subject to the loan for use if:
    • the RECIPIENT uses GOODS, which are subject to the loan for use, in violation of these GTC or contrary to properties or intended purpose of those GOODS;
    • the RECIPIENT entrusts GOODS, which have been made available, to any other persons without having been authorised to do so by the SUPPLIER;
    • GOODS, which have been made available, become strictly needed by the SUPPLIER;
    • the RECIPIENT defaults on payments to the SUPPLIER.
  9. In the event that the SUPPLIER requests GOODS, which have been made available, be immediately returned, the RECIPIENT must return GOODS within 2 business days of the date on which the SUPPLIER sent their request for return. The request should be sent to the RECIPIENT’s e-mail address indicated in the Request.
  10. The RECIPIENT must keep goods packaging in proper condition and return goods subject to the loan for use together with packaging in non-deteriorated condition.
  11. The GOODS shall be returned to the SUPPLIER’s registered office, within the time limit specified by the SUPPLIER, with a relevant acceptance report signed.
  12. In the event the RECIPIENT exceeds the time limit for returning GOODS, the RECIPIENT agrees to pay a gross contractual penalty fee of 1% of the price of GOODS, which are subject to the loan for use, as specified in the Loan-for-Use Request, for each day of the delay. The payment of contractual penalty fees does not release the RECIPIENT from their obligation to return GOODS, and their liability under general principles of law.
  13. The RECIPIENT must use GOODS, which are subject to the loan for use, in accordance with their intended purpose and properties, and in such a way as to avoid their damage in excess of normal wear and tear.
  14. The RECIPIENT must properly store GOODS, which are subject to the loan for use, in accordance with their properties, with due consideration given to the SUPPLIER’s instructions, if any.
  15. The RECIPIENT is responsible for any loss, destruction, or malfunction of, or damage to GOODS which are subject to the loan for use and packaging of such GOODS.
  16. In the case of any loss of, or damage to, or destruction, excessive wear and tear, or incompleteness of GOODS, which are subject to the loan for use, and/or packaging of such GOODS, or failure to timely return GOODS, which are subject to the loan for use, the RECIPIENT agrees to purchase the said GOODS for a price specified in the Loan-for-Use Request. In the event the prices are set in foreign currencies, the SUPPLIER will convert the prices into PLN as prescribed in §5 hereof. The SUPPLIER will issue a VAT invoice to the RECIPIENT, with a method and due date for payment specified. The RECIPIENT hereby authorizes the SUPPLIER to issue VAT invoices without the RECIPIENT’s signature.
  17. In the event the RECIPIENT has paid a security deposit for their good performance with regard to the loan for use, the SUPPLIER has the right to deduct from the security deposit the price for GOODS or/and contractual penalty fee, notifying the RECIPIENT thereof by an e-mail message sent to the RECIPIENT’s address specified in the Request.
  18. Unless otherwise provided under these GTC, lending for use is subject to relevant regulations of the Civil Code governing contracts of lending for use.
§ 10 FINAL PROVISIONS
  1. The RECIPIENT agrees to promptly notify the SUPPLIER of all and any changes in data relating to the RECIPIENT, including specifically any change to the RECIPIENT’s address, any change in persons authorised to represent the RECIPIENT, any change in persons authorised by the RECIPIENT to place orders on behalf of the RECIPIENT, and any change in persons authorised by the RECIPIENT to collect GOODS from the SUPPLIER, as well as any changes in the legal status of the RECIPIENT, including any initiation of composition, bankruptcy, or winding-up proceedings. The notification referred to above shall be made by the RECIPIENT in writing and sent to the SUPPLIER by registered mail not later than within 7 days of a certain event occurring giving rise to the duty to notify the SUPPLIER. In the event of the RECIPIENT’s failure to notify a change in the RECIPIENT’s registered address, any communication sent by the SUPPLIER by registered mail, given one advice note by the post office, and uncollected in time, is deemed to have been effectively served.
  2. The RECIPIENT can transfer their rights, claims, and obligations under contracts made with the SUPPLIER, or orders placed by the RECIPIENT only upon prior written consent from the SUPPLIER.
  3. All and any arrangements between the SUPPLIER and the RECIPIENT are confidential. The RECIPIENT agrees not to disclose thereof to any third parties.
  4. The Parties acknowledge and agree to comply with the applicable data protection and privacy legislation (“Data Protection Laws and Regulations”), including without limitation the EU General Data Protection Regulation (“Regulation (EU) 2016/679 (“GDPR”) and local data protection and privacy laws. In this regard, both Parties certify and agree to comply with the applicable Data Protection Laws and Regulations when using, handling, disclosing, transferring, sharing or processing in any way and for any purpose, any information about an identified or identifiable individual (“Personal Data”) of the other Party, including employee, vendor or customer Personal Data, during the commercial relationship between the Parties. Parties acknowledge and agree that all Personal Data shared and processed as part of their commercial relationship is confidential information and is subject to the confidentiality obligations hereunder and the applicable laws.
  5. The Personal Data provided to SUPPLIER by the RECIPIENT will be processed in the course of performing the economic relation with the RECIPIENT and in order to perform its activity as distributor or any other associated activities. In this regard, to the extent that SUPPLIER processes Personal Data provided by and on behalf of the RECIPIENT, SUPPLIER shall only process the Personal Data in accordance with RECIPIENT’s instructions and for no other purpose but those mentioned herein above, and in compliance with the provisions of the Data Protection Laws and Regulations. Such processing may include the transfer of the Personal Data to the Unites States or other third countries.
  6. All data subjects have the right to exercise their rights of access, rectification, amendment, restriction of processing or deletion (“right to be forgotten”), data portability, objection to the processing of that data subject's Personal Data or any other right provided under the applicable Data Protection Laws and Regulations. All requests have to be addressed to the following e-mail address: privacy@ingrammicro.com. More information on the rights and obligations of the Client and Ingram Micro on data protection can be found on Ingram Micro website under section Privacy and Personal Data (www.ingrammicro24.com/en/data-protection-rights-and-obligations), which constitutes an integral part of these General Terms and Conditions.
  7. Commercial transactions between the SUPPLIER and the RECIPIENT shall be governed by the Act on Payment Terms in Commercial Transactions of 8 March 2013. The application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 is hereby excluded.
  8. The SUPPLIER represents that the SUPPLIER is registered to use the European Union General Export Authorisation N° EU001 specified in Annex II to Council Regulation (EC) No. 428/2009 of 5 May 2009 setting up a Community regime for the control of exports, transfer, brokering and transit of dual-use items (OJ EU 2009 L 134/1, as amended). The SUPPLIER represents that it abides to all regulations on Goods export and import in force in Poland as well as the Polish and EU regulations for trade in dual-use goods, taking account of all constraints and restrictions for trade in dual-use goods aimed at maintenance of international peace and security. The SUPPLIER shall notify the RECIPIENTS on a case-by-case basis of existing restrictions on trade in dual-use goods. The RECIPIENT acknowledges that goods, software and technology subject to commercial transactions with the SUPPLIER are specifically governed by the Act on Foreign Trade in Goods, Technology, and Services of Strategic Importance to the Security of the State and to Maintaining International Peace and Security of 29 November 2000 (Journal of Laws 2004, no. 229, item 2315, as amended) and other national, EU, and international laws in force. In view of the foregoing, without relevant prior permits from state administrative authorities, the RECIPIENT must not export, re-export, or transfer, either indirectly or directly, any goods, software or technology, which are/is subject to commercial transactions with the SUPPLIER, to:
    a) end users involved in any activity connected with weapons of mass destruction
    or
    b) persons or body corporates against whom specific restrictions are put in place under the EU or international legal regime, limiting trade with the aforesaid goods, software or technology.
    The RECIPIENT agrees to fully abide by legal regulations and procedures in force.
  9. To all and any issues not regulated by these GTC, valid provisions of the Polish law shall apply, including specifically the Civil Code and Act on Payment Terms in Commercial Transactions, and to all issues concerning warranties (if any), provisions set forth in relevant manufacturers’ declarations on warranties and terms and conditions thereof (warranty declarations) shall apply, which provisions the RECIPIENT has read and agrees to.
  10. The RECIPIENT agrees to abide by the laws in force, including anti-corruption and anti-trust regulations and practices, including the Foreign Corrupt Practices Act (FCPA) and Polish regulations, including the Criminal Code and the Public Procurement Law, Polish anti-trust law, including the Competition and Consumer Protection Act, Personal Data Protection Act and other relevant regulations. The SUPPLIER is not liable for RECIPIENT’s actions that infringe the law in force in relation to GOODS acquired from the SUPPLIER hereunder. In case of infringement of laws in force, each party is obliged to take relevant actions required under such laws in force.
  11. The RECIPIENT agrees not to take any actions towards entities that are parties to transactions related directly or indirectly to GOODS acquired from the SUPPLIER, where such actions are aimed at corruption, in particular by offering or accepting any payment, gift, loan, fee, reward or any other benefit as an incentive for action or inaction, or influence on a decision related to the given transaction. The SUPPLIER may terminate the cooperation with the recipient if the SUPPLIER finds out that these provisions are infringed or reasonably suspects that such infringement has occurred or exists.
  12. In the event that the COMPANY issues/uses any foreign-language versions of these GTC, the Polish language version of these GTC is binding.
  13. All and any disputes between the SUPPLIER and the RECIPIENT will be resolved by a common court of competent subject matter jurisdiction over the registered office of the SUPPLIER.
  14. These GTC shall be effective as of 18 May 2017 and enter into full force and effect in accordance with § 1, clause 6 hereof.
Warsaw, 22 February 2021
For the COMPANY: Radosław Pruchnik – proxy


Attachements:

zal_owh_1a_en.pdf
zal_owh_1b_en.pdf
zal_owh_1c_en.pdf
zal_owh_2_en.pdf