GENERAL
PURCHASE CONDITIONS
Version 4, valid
from 2021-01-06
1. Validity:
The
present general purchase conditions (henceforth: General conditions) shall be
valid for all transactions concluded by the Impol Group (henceforth: Ordering
party) with suppliers, contractors or vendors (henceforth: Suppliers) for the
purchase of equipment, material, products or services (henceforth: Goods or
Service). The present General conditions are an integral part of all
transactions concluded between the Ordering party and the Supplier. In case of
any discrepancies between these General conditions and the provisions in the
contract, the provisions in the contracts shall apply.
The
present General conditions shall prevail over prospective general or special
conditions of the Supplier or they shall exclude them. The general and special
conditions of the Supplier shall be exclusively binding for the Ordering party
only in case of written agreement.
The
Supplier may at any time view the General conditions on the Ordering party's
website: www.impol.rs
2. Transaction
conclusion and amendment:
Transactions
and their amendments shall be concluded in written form. The Ordering party
shall confirm eventual oral agreements in written form, otherwise they shall
not apply.
The
Supplier shall be liable to confirm in writing the Ordering party's order
within 7 days from its receipt. Should the Supplier fail to do so in the
specified period of time, the Ordering party shall have the right to cancel the
order in the subsequent 7 days, otherwise the order shall be deemed as
accepted, even though the Supplier failed to confirm it in writing.
3.
Prices:
The
prices indicated in each individual transaction are fixed and binding, and they
may be not modified without the Ordering party's written consent. In case of
aluminium supply, the prices shall be set in accordance with agreement and it
shall be sufficient that the contract defines only the formula for setting or
calculating the price and not the final price.
If
not otherwise agreed by an individual transaction or contract, the price under
the DDP clause (Incoterms 2020) shall apply.
4. Delivery
date and contractual penalty:
The
delivery date shall be specified with each individual transaction or contract.
The delivery date shall be binding and may be amended only by the Ordering
party’s written consent.
Partial
deliveries of the ordered Goods shall be allowed only with a prior written
consent by the Ordering party.
Should
the Supplier be late in delivering the Goods, the Ordering party shall have the
right at its own discretion to withdraw from the contract without notice or to
charge the Supplier a contractual penalty amounting to 0.5% of the contract
value for each started calendar day of delay, however, not more than 10% of the
final contract value. If the damage incurred by the Ordering party is greater
than the contractual penalty, the Ordering party shall also have the right to
request the difference up to the full compensation for damage.
In
case of early delivery, the Ordering party may refuse to accept the
Goods.
5. Contractual
volume:
Deliveries
may deviate from the contractually agreed volume by no more than +/-2% of the
contractually agreed volume.
6.
Physical takeover of Goods:
The
Ordering party (excluding Rondal d. o. o.) shall carry out the acceptance of
the Goods at its headquarters from Monday to Thursday, between 6.00 and 15.00,
and between 6.00 and 13.00 every Friday. Rondal d. o. o. shall carry out the
acceptance of Goods at its headquarters every day from 6.00 to 14.00.
Goods
may not be accepted on Saturdays, Sundays and during holidays. A written
consent must be obtained from the Ordering party for every deviation from the
days indicated above.
7.
Packaging and packing:
The
packaging and/or goods must be ecologically sound in accordance with the
standards for which the supplier shall obtain a relevant statement of
compliance. Packaging must not contain heavy metals and dangerous
substances, and the concentrations of lead, cadmium, mercury, and hexavalent
chromium in the packaging or in the packaging material must not exceed 0.01%
(m/m).
At
the request of the Ordering party, the Supplier shall be liable to draw up and
present a packaging and labeling proposal which the Ordering party shall
confirm before deliveries being carried out. The Supplier shall pack and label
the Goods in a professional manner, unless otherwise requested by the Ordering
party. The Supplier shall be entirely liable for damage to the Goods and for
incorrect or defective packaging.
8.
Acceptance documentation:
The
Goods shall be accompanied at all times by a delivery note signed by the
Supplier and the manufacturer's attestation in case of delivery of raw material
and material for the use of which chemical composition is of key importance. In
case that additional documentation or samples are required for each individual
transaction, these shall have to be handed over with the Goods upon their
acceptance.
9.
Invoicing and payment conditions:
Invoicing
shall be carried out after each individual transaction. Each invoice shall be
issued in accordance with the conditions of each individual transaction and
shall be accompanied by a delivery note signed by the Ordering party’s responsible
person accepting the Goods/Service. In case of partial deliveries, the entire
invoice may be issued after the last partial delivery being carried out.
The
invoice must bear the order number.
In
case that the invoice sent to the Ordering party by the Supplier is incomplete
or incorrect, the Ordering party may reject it or may request a new one to be
issued, and the Supplier shall not have the right to charge the Ordering party
any interests on late payment for such rejected invoice.
An
offset, assignment, assignment of claims, multilateral offset or other similar
payment method shall also count as an ordinary payment method.
10. Delivery
implementation – transfer of risk:
Delivery,
takeover of Goods and transfer of risk depend on the agreed parity (Incoterms
2020) in the transaction.
If
not otherwise agreed in each individual transaction, it shall be deemed that
the delivery location is the Ordering party’s warehouse according to the DDP
parity (Incoterms 2020). As an exception, Goods may be accepted at another
location, of which the Ordering party shall inform the Supplier by prior
written notice.
11. Quality:
The
Supplier guarantees the quality of the ordered Goods. The Supplier shall
also guarantee that all the supplied Goods and its parts are original and shall
be liable to deliver the ordered Goods in accordance with the contract and all
the attached documentation (particularly plans and technical description of the
Goods), and in accordance with international, national and technical standards.
The Goods shall have the regular characteristics and the characteristics for
which the parties specifically agreed upon, and shall correspond to the
standard characteristics of the Supplier’s Goods. If the Supplier is aware of
the purpose for which the Ordering party shall use the Goods, it shall also
have the characteristics for the known use.
The
Supplier shall not make any amendments to the Goods or Product without prior
written consent of the Ordering party.
The
Suppliers shall set up a system for identifying non-compliant Products or
Goods, namely by not supplying to the Ordering party the Products/Goods that
fail to meet the quality requirements of the Ordering party. The Suppliers
shall set up a system for managing documents, namely by ensuring the use of the
most recent applicable technical specifications of the Ordering party.
The
Supplier shall ensure that its employees are aware of their responsibilities
regarding the quality and compliance of the Goods/Service.
After
prior announcement, the Ordering party may carry out an inspection and
assessment at the Supplier in order to ascertain if all the conditions referred
to in the technical documentation (PTP) are met. Should any
inconsistencies be established during such inspection at the Supplier and the
Supplier fails to remedy them even after being warned by the Ordering party,
the latter may withdraw from the contract.
The Supplier will
grant to the Purchaser (Ordering Party), its customers, and regulatory bodies
the access to respective building areas and the review of relevant, documented
data at any level of the supply chain.
In
case of established inconsistencies of the supplied Product/Goods, the Supplier
must fill in the “8D report” and immediately or in the agreed period of time
implement corrective measures in order to remedy the non-compliance.
In
order to ensure quality, the Supplier shall also maintain a tracking system
from raw material to product.
11a. SPECIAL PROVISIONS FOR SUPPLIERS
PERFORMING PRODUCT MODIFICATIONS
The Supplier
performing product modification upon the delivery, stipulated between the
Ordering Party and its customers, is fully responsible for the specified
quality and conformity of the delivered products with the respective
specification, drawing, 3D model or sample. In particular, the Supplier
warranties that the products subjected to modification shall require no
inspections or verifications by the Ordering Party. The Supplier is fully
responsible for the complete supervisory, control and measuring activities. The
Supplier is obliged to make measurements with the adequately calibrated
equipment. The Supplier undertakes to provide the documentation required as a
proof that the stipulated processes,
quality assurance procedures and operation under contractual specifications
have been applied, and that the same are timely available on the site of
respective production and/or supervisory activities.
Before production
and delivery of the products, the Supplier shall supply free of charge one or
more product samples, which compliance with product requirements shall be
confirmed in writing to the Supplier by the Ordering Party.
The scope of the
inspection procedure for the goods includes the obligation of the Ordering
Party to inspect the received products only for the apparent defects and
transportation damages and to carry out a quantitative/identification check
based on the shipping documents. The Ordering Party shall notify the Supplier
in writing about any possible changes of the project, structure, material,
specification, production process etc. that may have an impact on the product
quality or usability. According to such changes, if any, the Supplier must
deliver free of charge a new sample to the Ordering Party before production and
shipment. The Ordering Party must confirm to the Supplier in writing the
conformity of the sample with its quality requirements.
If the supplied
products are found non-conforming to the specification, drawing, 3D model or
the sample, and if the Supplier fails to perform suitable activities to ensure
the required conformity within a reasonable deadline, the Ordering Party may
use either own forces or the services of other contractors to inspect, select,
or further modify above products. The
Ordering Party will be entitled to debit any costs thus incurred. Likewise, the
Ordering Party will be entitled to demand from the Supplier the performance of
suitable inspections, selections and modifications of the non-conforming
products, including the products in stock whose shipment has been suspended.
Notwithstanding
the other provisions, the Supplier warranties for the product quality until the
expiry of any guarantees given to the end-users of goods or products containing
the supplied product. If such a deadline is shorter, the warranty period shall
be five years upon delivery. The Supplier undertakes to indemnify the Ordering
Party for the total damage incurred by any third party exercising the right to
claim damages from the Ordering Party due to non-conforming product delivery made
by the Ordering Party.
12. Complaints
with regard to volume and quality:
The
Ordering party undertakes to issue a complaint with regard to the volume
immediately after takeover, however, not later than within 5 working days after
acceptance, and shall issue a complaint with regard to quality immediately
after defect was noticed, however, not later than within 6 months after
acceptance. The Supplier shall address any defect after receiving the
complaint within 30 days after receiving the complaint or in the shortest time
possible, if specifically agreed upon between the Supplier and the Ordering
party, and undertakes to reimburse the Ordering party all the damage incurred
(e.g. costs of suspension of production, damaged products, etc.). All costs
relating to the complaint, in particular costs of returning the Goods to the
Supplier, the costs of addressing the complaint, the verifications and tests,
and the costs of delivering suitable Goods shall be borne by the
Supplier.
In
case of the Supplier's inactivity or in emergency cases, the Ordering party
shall have the right to rectify the deficiencies itself or with the assistance
of a third party. The Supplier shall bear all costs related to this in their
entirety.
13.
Compliance with the legislation
The
Supplier shall guarantee that the Goods supplied or Service provided comply
with all the legal requirements governing the quality and safety of the
Goods/Service.
14.
Sustainable development
The
Supplier guarantees that it operates ethically and recognizes the meaning of
fairness and integrity in conducting business. In conducting business the
Supplier observes the provisions of the Code of Conduct for suppliers of the
Impol Group and reasonably observes the provisions of the Code of Business
Conduct and the Policies of the Impol Group, which are accessible at www.impol.rs
The
Supplier guarantees that it observes all statutory regulations, including
competition law.
The
Supplier guarantees that in conducting business it does not allow for any
corruption and bribing or any other illegal practices to occur in the area of
its business operations. In conducting its operations the Supplier shall not
request, receive, offer or assign any undue benefit, if it is contrary to the
moral norms, or any other advantages.
With
regard to the collection and processing of personal data, the Supplier shall
operate in accordance with the relevant legislation in the area of protection
of personal data, where applicable, in accordance with the REGULATION (EU)
2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL dated 27/04/2016
concerning the protection of individuals with regard to the processing of
personal data and on the free movement of such data and the repeal of
Directive 95/46/EC (GDPR) with the purpose of protecting the privacy of
individuals.
The
Supplier shall observe all applicable social, labour and legal regulations,
including international standards in the area of labour and the Universal
Declaration of Human Rights, and shall not avoid safeguarding employees' rights
by concluding different forms of work which represent disguised employment,
particularly the Supplier shall:
- ensure
that its employees and candidates for employment are protected against
discrimination, sexual and other types of harassment and mobbing in the
workplace;
- ensure
that the entering and exiting employment is voluntary and shall not
avail itself of any form of forced labour and child labour;
- respect
the right to trade union freedom and collective negotiation;
- ensure
payment to its employees for the performed work in accordance with the
international standards, applicable legislation and collective
agreements;
- ensure
that working hours of employees are compliant with the international
standards applicable legislation and collective agreements;
- ensure
hygienic working conditions;
- ensure a
safe and healthy working environment for its employees, contractors and
visitors and shall adopt all measures necessary for the safety and
health at work in accordance with the applicable legislation and
relevant standards;
- act in a
socially responsible manner.
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The
Supplier undertakes to reduce the impact of its products and services on the
environment throughout their entire life cycle.
Moreover,
the Supplier undertakes to use sources responsibly with the intention of
preserving nature and the environment in accordance with the principle of the
rights of future generations and shall observe the applicable legislation and
relevant standards in the area of environmental protection.
15. Withdrawal
from the contract:
In
case the Supplier withdraws from the contract without fault reasons on the
Ordering party’s side and the reason for the withdrawal from the contract is
not force majeure (bankruptcy, natural catastrophes), the Supplier shall be
liable to reimburse the Ordering party all the costs of the buy-in. In case of
withdrawal from the contract for the supply of aluminium, the Supplier shall
also have to reimburse the Ordering party the difference between the
contractual LME price and the market LME price on the date of the withdrawal
from the contract, if on the date of the withdrawal from the contract this
price is higher than the contractual LME price.
Furthermore,
the Supplier shall also be liable to reimburse the Ordering party all the
damage incurred by the Ordering party due to the withdrawal from the
contract.
The
Ordering party may withdraw from the contract without notice in the following
cases:
- if the
Supplier is late with supplying the Goods;
- if the
delivered Goods have not the agreed upon quality or has material defects
and the Supplier fails to correct them within 30 days after receiving
the complaint or in a shorter period of time, specifically agreed upon
between the Ordering party and the Supplier;
- if it is
evident that the Supplier shall not be able to fulfill its obligations
in time.
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16. Transfer
of contract and assignment of claims:
The
Supplier shall have the right to transfer or assign the transaction and/or any
right, including the claims and obligations under the transaction, to a third
party only if it obtains the Ordering party's prior written consent.
17. General
labour conditions for services:
Works
may begin only after prior agreement with the responsible process manager of
the Ordering party. The Contractor shall be liable to comply with the
legislation in the country of the Ordering party’s headquarters and with all
the instructions received from the Ordering party. Works may be carried out
only by qualified employees of the Contractor or suitably qualified
subcontractors.
18. Health
and safety at work:
The
Contractor providing the service shall be responsible for the safety and health
at work of the employees working for the Contractor on any basis. The
Contractor undertakes to respect the principles of safe work and use the
appropriate means of protection. The Contractor shall suitably ensure that all
persons rendering the service shall be capable to work in a safe manner and
shall have applicable medical reports for specific working activities (for work
at job positions with increased risk, work at altitude, handling equipment…)
and to have all necessary personal protection equipment whereas machines and
working equipment shall be inspected and tested as approved by suitable
respective document (report or certificate or alike). The Contractor must secure
and mark the working area. When carrying out work at an altitude, the
Contractor shall prevent persons from moving under the working area,
appropriately secure and mark the area and ensure safe lifting and transferring
of loads. After completion of the works, the Contractor shall remove all the
markings, clean the area, install functional security devices and safeguards,
and close and lock the doors of the switching devices in case of operating the
electrical devices. In case work is being carried out by the Contractor at
the joint worksite, the Contractor shall together with other contractors at the
joint worksite sign a written agreement on the joint precautions to ensure
safety and health at work at the joint working site, the proposal of which is
published on the website www.impol.rs
19. Environmental
protection:
The
Supplier ensures that the delivered Goods comply with all the regulations in
the field of environmental protection and health, which are applicable in the
Republic of Serbia, EU and USA.
The
Supplier shall be liable for the payment of compensation for possible damage
that the Ordering party would incur due to ecologically questionable delivered
goods or due to inappropriate or unsuitable packaging.
The
Supplier undertakes to observe the requirements of the LAW ON CHEMICALS
(Official Gazette RS No. 36/2009, 88/2010, 92/2011, 93/2012 and 25/2015), RULE
BOOK on classification, packaging, labeling and declaration of chemicals and
respective product(s) further to UN Globally Harmonized System for
classification and labeling (CLP GHS Rule Book) (Official Gazette RS
No.105/2013, 52/2017 and 21/2019) and REGULATION
(EU) 1907/2006 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL dated 18/12/2006
concerning the Registration, Evaluation, Authorization and Restriction of
Chemicals (REACH).
The
Supplier undertakes to submit to the Ordering party the safety data sheet in
the Serbian language, issued in accordance with the Rule Book on Safety Data Sheet Contents (Official Gazette
RS No. 100/2011), upon each first delivery and upon each eventual modification,
where applicable. Furthermore, the Supplier also undertakes to submit to the
Ordering party a technical data sheet or technical instruction in the Serbian
language, containing information on the use and preparation of the delivered
hazardous substance or chemical substance, upon each first delivery of a
hazardous substance and upon each eventual modification. The Supplier
undertakes to register in advance, where necessary, all chemicals or chemical
substances.
The
Supplier ensures that the supplied goods do not contain conflict minerals –
gold, cassiterite, coltan, and wolframite – originating from
conflicted-affected areas and high-risk areas.
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Domestic
suppliers shall collect packaging waste at request of the Ordering party
further to The Law on packaging and packaging waste (Official gazette RS
No.36/2009 and 95/2018).
The
Contractors shall collect and dispose of all the waste generated in carrying
out the works in accordance with the Law on Waste Management (Official
gazette RS No.36/2009 , 88/2010, 14/2016 and 95/2018).
It
is prohibited to discharge polluted waters into sewage during works and the
same must be treated according to instructions of the Ordering party and
legislation requirements of The Republic of Serbia.
The
Contractor shall be liable to use hazardous substance in a safe manner and
prevent possible accidents.
The
Supplier warranties that radioactivity of the goods supplied – with respect
to the X-ray radiation on the surface of such goods – shall not exceed 20% of
the prescribed level of natural radiation applicable for supplier’s location.
The Supplier further warranties that the goods supplied shall not contain the
level of radio-nuclides exceeding the limit values and that such goods shall
not contain sources of radioactive radiation as required by legislation of
The Republic of Serbia.
20. Intellectual
property and professional secrecy:
The
Supplier shall be liable to protect the Ordering party from third party
claims, pursued in relation to the subject of the order delivered by the
Supplier, due to the infringement of the industrial property rights (patent,
model, license, trademark) and shall protect its interest in a possible
dispute and reimburse all the incurred damage (costs before litigation,
litigation costs, obligation to pay the reimbursement to be paid by the
Ordering party, etc.).
The Supplier shall be liable to protect all the information and documents
submitted by the Ordering party in order to execute the transaction as
professional secrecy. All the documentation (drawings, technical
documentation, plans, including models and samples, templates, etc.) received
by the Supplier from the Ordering party shall remain the property of the
Ordering party. At the Ordering party’s request, the Supplier shall be
obliged to return the above documentation to the Ordering party. It shall be
prohibited to submit or distribute the above documentation and may be used
only for purposes of realizing the agreed transaction. In addition to these
General purchase conditions, the Confidential Information Protection
Agreement shall also apply in order to protect professional secrecy. In case
of inconsistencies between general conditions and the agreement, the
provisions of the latter shall apply.
21. Keeping
of documents:
The
Supplier shall be liable to keep all the documentation in relation to the
transaction with the Ordering party and in relation to the Goods supplied to
the Ordering party for another 25 years from the supply of the Goods, unless
specifically indicated otherwise.
22.
Subcontractors
The
Supplier undertakes to transfer all the requirements and obligations,
stemming from these General conditions and legal transaction, concluded
between the Supplier and the Ordering party, to its subcontractors.
23. Law
and competent court:
The
contracting parties (Ordering party and Supplier) shall settle all eventual
disputes by mutual agreement. If they fail to do so, the competent court in
the country of the Ordering party's headquarters shall resolve the
dispute.
In
transaction with an international element the law, which is relevant for
regulating the relationship between the Ordering party and the Supplier, is
the law of the country in which the Ordering party has its headquarters,
whereby the application of the provisions of the international private law
and the provisions of the UN Convention on contracts on the international
sale of goods (Vienna Convention on the International Sale of Goods – CISG)
shall be expressly excluded.
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24. Final
provisions:
The
possible invalidity of an individual provision of the General conditions or
transactions shall not impact the validity of the remaining provisions of these
General conditions and/or transactions in which these General conditions are
included.
These
General conditions are written in the Slovenian, Croatian, Serbian and English
language. In case of ambiguity or inconsistency, the General conditions in the
Slovenian language shall apply for explanation and interpretation.
The General conditions and each amendment shall begin to apply on the
date of publication on the Ordering party’s website – www.impol.rs . The General conditions shall be valid for an undetermined period of
time or until their amendment. The Supplier shall be liable to verify the
validity of the General conditions and monitor their eventual amendments on the
Ordering party’s website before concluding the contract.
Date of publication on the website: Sevojno, 2021-04-27
