GENERAL TERMS AND CONDITIONS OF PURCHASE OF MERCUS Logistyka Sp. z o.o.

Updated on January 10, 2024

GENERAL TERMS AND CONDITIONS OF PURCHASE OF MERCUS Logistyka Sp. z o.o. in Polkowice

1. ORDER AND ORDER CONFIRMATION

1.1. The following General Terms and Conditions of Purchase (hereinafter referred to as the “GTC”) apply to orders placed by MERCUS Logistyka Sp. z o.o. (hereinafter referred to as the “Ordering Party”) for the purchase or delivery of goods, services, and other items of a similar nature, where no agreement has been concluded in written or electronic form.

1.2. An order shall be binding if it is submitted:

a) electronically in the form of a document signed using a qualified electronic signature or a corporate signature (a non-qualified electronic signature of the Ordering Party),

b) electronically directly from the SAP system, which does not require any additional signatures from the Ordering Party,

c) in writing, signed by persons authorized to act on behalf of the Ordering Party, whose list is available at: www.mercus.com.pl/ze.

1.3. Upon receipt of an order, the Seller is required, within 2 business days, to confirm its receipt and acceptance of the order terms by:

a) clicking the link used to confirm the order (electronic orders),

b) confirming receipt of the order in documentary form, including by email, to the Buyer’s employee indicated on the order (paper orders).

Failure to respond to the order within 5 business days shall constitute acceptance of the order under the terms specified therein. However, the Ordering Party shall have the right to withdraw from the order within 14 days from the date on which the order was placed if the Seller has not confirmed it, and the Seller shall have no claims in this respect.

1.4. Confirmation of an order means its acceptance without reservations under the terms specified therein.

1.5. The terms of an order may be amended with the consent of the Ordering Party, expressed in writing or electronically (including by email) by persons authorized to act on behalf of the Ordering Party, whose list is available at: www.mercus.com.pl/ze.

1.6. Whenever the term “User” is used in the GTC, it shall mean a Branch or a company of the KGHM Polska Miedź S.A. Capital Group for which the Buyer purchases the Goods, among other purposes.

2. CORRESPONDENCE PROCEDURES CONCERNING ORDER FULFILMENT

2.1. The Ordering Party shall specify in the order the reference number and specific reference details that the Seller is required to include in all correspondence relating to the relevant order (confirmations, shipping notifications, transport documents, delivery documents, invoices, etc.). In the case of direct deliveries to the User, the Seller is required to include the User’s order number on the delivery documents.

2.2. The Seller shall be liable for any damage caused by incorrect identification or marking of shipments and documents.

3. PAYMENT TERMS

3.1. The Seller shall deliver the invoice no earlier than after the goods have been received by the Ordering Party or the User without any objections and no later than by the 5th day of the month following the month in which the goods were delivered. An incorrectly or unjustifiably issued invoice shall not oblige the Ordering Party to make payment.

3.2. The Ordering Party shall pay for the goods delivered by bank transfer within the payment period specified in the order, unless a different payment period was specified in the terms of the tender procedure, if applicable, resulting in the order.

3.3. The payment period shall be calculated from the date of delivery and the date on which the correctly issued original invoice is delivered. If the Seller makes the delivery earlier than the delivery date specified in the order, the payment period shall be calculated from the delivery date specified in the order.

3.4. The date of payment shall be deemed to be the date on which the Ordering Party’s bank account is debited.

3.5. The price on the invoice shall be calculated in PLN after conversion of the foreign currency according to the average exchange rate of the National Bank of Poland (NBP) announced for the last business day preceding the date on which the tax obligation arose (or another exchange rate agreed as part of the tender procedure, if applicable). Payment for the delivery shall be made in PLN.

3.6. In the event that payment in a foreign currency is mutually agreed, payment shall be made in that currency, while the VAT amount shall be converted into PLN according to the average exchange rate announced by the NBP for the last business day preceding the date on which the tax obligation arose. Payment in a foreign currency requires separate consent from the Ordering Party expressed in writing or by email.

3.7. Receivables arising from deliveries and services under the orders being performed shall be transferred exclusively to the bank accounts of the party accepting the order, disclosed in the list of VAT taxpayers maintained by the Head of the National Revenue Administration. If the indicated bank accounts are not included in the above-mentioned list, the Ordering Party may, without incurring any negative consequences, withhold payment and request that a bank account disclosed in the list of VAT taxpayers maintained by the Head of the National Revenue Administration be provided, enabling payment to be made using the split payment mechanism.

3.8. The Ordering Party reserves the right to make payments using the split payment mechanism.

3.9. The Seller may not assign any receivables arising from the order to third parties without the prior written consent of the Ordering Party.

3.10. If the subject matter of the order is the provision of services by the Seller, the performance of the services shall be confirmed by means of a written acceptance report.

4. SHIPPING AND INSURANCE

4.1. The Seller shall provide shipping documents together with the specification and documents required by the order or generally applicable laws, such as certificates and operating instructions, no later than on the date of delivery/receipt of the goods.

4.2. The cost and risk of delivery to the Ordering Party shall be borne by the Seller.

4.3. The Seller shall deliver the goods to the location specified by the Ordering Party.

5. QUALITY WARRANTY AND STATUTORY WARRANTY

5.1. The Seller shall provide a warranty for the subject matter of the delivery for the period specified in the Seller’s offer, but not less than 12 months from the date of commissioning by the User, unless a different period was specified in the terms of the procurement procedure, if applicable, resulting in the order.

5.2. If the subject matter of the delivery is defective, the Seller shall immediately, and no later than within 5 business days of notification of the defects, remedy the defects at its own expense. If it is not possible to remedy the defects, the Seller shall, no later than within 10 business days of the complaint being submitted, replace the defective goods with goods free from defects.

5.3. If the Seller delays in remedying the defects, the Ordering Party may, after the expiry without effect of an additional period specified for the Seller to remedy the defects, which shall not be shorter than 5 business days, remedy the defects at the Seller’s expense without losing its rights under the warranty or statutory warranty.

5.4. A complaint shall be deemed to have been submitted within the applicable period if the Ordering Party reports a physical defect in the goods within one month of discovering it.

5.5. The Ordering Party shall also be entitled to submit complaints to the Seller’s email address used by the Seller in connection with the performance of the order.

6. LIABILITY FOR DAMAGES

6.1. The Ordering Party may charge the Seller with contractual penalties:

a) in the amount of 10% of the net order value for withdrawal from the order in the cases provided for in the order or by law,

b) in the amount of 0.5% of the net value of the delayed goods for each commenced day of delay in the delivery of the goods,

c) in the amount of 0.5% of the net value of the relevant goods subject to complaint for each commenced day of delay in remedying the defects,

d) in the amount of PLN 10,000.00 for each identified case of the Seller, the Seller’s employees, or persons cooperating with the Seller in the performance of the Agreement entering, driving onto, or staying on the premises of the Ordering Party or the User while under the influence of alcohol or substances having effects similar to alcohol, or bringing alcoholic beverages or substances having effects similar to alcohol onto the premises of the Buyer or the User, or failure by such persons to comply with the internal procedures applicable at the Buyer or the User concerning testing for the presence of alcohol or substances having effects similar to alcohol.

6.2. The Seller may charge the Ordering Party with a contractual penalty in the amount of 10% of the net order value for withdrawal from the order due to circumstances for which the Ordering Party is responsible.

6.3. The total amount of contractual penalties referred to in points 6.1(a)–(c) may not exceed 30% of the net order value.

6.4. If the contractual penalties do not cover the damage incurred, the parties may seek supplementary damages under the general rules. The maximum liability for damages of each Party may not exceed 100% of the net order value.

7. INDUSTRIAL PROPERTY RIGHTS

7.1. The Seller shall not be entitled to reproduce or duplicate the design documentation provided to it or use it for production for third parties. Paper documentation shall be returned to the Ordering Party together with the delivery of the last batch of goods, while electronic documentation shall be permanently deleted, and the deletion shall be confirmed to the Ordering Party’s employee indicated on the order.

7.2. The Seller represents that it holds all rights to the subject matter of the order arising under the Industrial Property Law and that no claims have been made against it in this respect. The Seller shall bear full and exclusive liability for any infringement of industrial property rights.

8. PROCESSING OF PERSONAL DATA

8.1. All personal data obtained in connection with the performance of an order shall be processed exclusively for the purposes of its performance and shall be protected against access by unauthorized persons in accordance with the applicable personal data protection regulations, i.e. Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation).

8.2. The Ordering Party and the Seller undertake to restrict access to information and personal data obtained solely to those of their representatives, employees, associates, and consultants for whom such access is necessary for the proper performance of the order, ensuring that the persons referred to above are obliged to maintain confidentiality and, where they process personal data, hold appropriate authorizations. Each Party shall be responsible for the actions of such persons as for its own actions.

9. MISCELLANEOUS

9.1. Any disputes related to the order shall be resolved by the common courts having jurisdiction over the registered office of the Ordering Party.

9.2. The Ordering Party has the status of a large enterprise within the meaning of the Act of March 8, 2013 on counteracting excessive delays in commercial transactions (Journal of Laws of 2020, item 935, as amended).

9.3. The GTC constitute an integral part of the order.