General terms and conditions of purchase Aesculap Chifa Sp. z o.o.

1.1

These General Terms and Conditions of Purchase of Aesculap Chifa Sp. z o.o. (hereinafter referred to as "GTC") apply to all contracts (hereinafter referred to as "Contracts") under which Aesculap Chifa Sp. z o.o. (hereinafter referred to as "Purchaser") purchases goods (hereinafter referred to as "Goods") or commissions services (hereinafter referred to as "Services") from the other party to the Contract (hereinafter referred to as "Contractor") and to activities related to these Contracts or preceding their conclusion, including submitted offers and inquiries (hereinafter referred to as "Orders").

1.2

The GTC constitute an integral part of each Contract and Order.

1.3

The Purchaser does not recognize terms and conditions of Contracts and Orders that are contrary to or different from the GTC. If the terms and conditions of the Contract or Order are partially or wholly contrary to the GTC, the GTC shall prevail. This provision does not apply to situations where the Purchaser has expressly agreed in writing or electronically, under penalty of nullity, to terms and conditions of the Contract or Order that are contrary to or different from the GTC.

2.1

For their validity, Contracts and Orders require a written or electronic form under penalty of nullity.

2.2

Offers and cost estimates provided by the Contractor attached to Contracts and Orders are free of charge for the Purchaser, unless the Purchaser and the Contractor (hereinafter referred to as "Parties") decide otherwise.

2.3

The Contractor is obliged to confirm the receipt and acceptance of each Order in writing or electronically under penalty of nullity, providing a binding price and delivery time for the Goods or performance of the Service.

2.4

Failure to receive the confirmation mentioned in point 3 above by the Purchaser within seven (7) days from the date of sending the Order means silent acceptance by the Contractor and the obligation to fulfill the Order under the terms specified in the Order, Contract, and GTC. The above does not exclude the Purchaser's right to cancel the Order.

3.1

The place of delivery of Goods or provision of Services is the Purchaser's headquarters located in Nowy Tomyśl (64-300), at 14 Tysiąclecia Street, unless the Parties decide otherwise.

3.2

The transfer of ownership of the Goods, the risk of their loss or damage, and the burdens and benefits to the Purchaser occurs upon the receipt of the Goods without reservations. If, in the case of Goods deliveries, the Contractor or any third party acting on its behalf undertakes the unloading of the Goods in whole or in part, or if the Goods are unloaded using the Contractor's unloading equipment or any third party acting on its behalf, the transfer of the risk of delivery of the Goods occurs only after the completion of these activities or upon the Goods leaving the unloading site.

3.3

The delivery date of the Goods or the provision of Services is specified in the Agreement or Order and means the date on which the Ordering Party received the Goods or the completed Service from the Contractor without reservations.

3.4

Any delivery of Goods or provision of Services before the date specified in the Agreement or Order may only take place with the prior consent of the Ordering Party expressed in writing or electronically under penalty of nullity. The change of the date mentioned above does not affect the change of the payment date specified in the Agreement or Order.

3.5

The Ordering Party has the right to interrupt the delivery of the Goods or the provision of Services for a justified period of time. In such a case, the delivery date of the Goods or the provision of Services will be extended by the period of the interruption.

3.6

If the Contractor realizes that the delivery of the Goods or the provision of Services will not be completed by the date specified in the Agreement or Order, they are obliged to inform the Ordering Party immediately in writing or electronically under penalty of nullity. The Contractor is obliged to state the reason and the expected duration of the delay. Unconditional acceptance of the delayed delivery of the Goods or the completed Service does not constitute a waiver of the claims due to the Ordering Party for the untimely performance of the Agreement or Order.

4.1

The Contractor ensures that the Goods:

a) are produced, stored, processed, or handled and loaded in secure business premises and secure transshipment locations; 

b) are produced, stored, processed, or handled and loaded in secure business premises and secure transshipment locations; 

4.2

The Contractor ensures compliance with all applicable statutory and regulatory provisions regarding plant safety, occupational safety and health, energy management, and environmental protection during the performance of the Agreement or Order. The statutory responsibility for the occupational safety of employees remains with the Contractor and does not transfer to the Ordering Party.

 

4.3

The Contractor ensures that the performance of the Agreement or Order will not have a negative impact on the environment or pose a threat to the employees of the Ordering Party.

4.4

The Contractor ensures that the personnel employed in the production, storage, processing, handling, transport, and receipt of Goods, as well as the personnel employed to provide Services, are reliable, appropriate, sufficiently qualified, and trained, and that such personnel will participate in any training/instructions provided by the Ordering Party relevant to the performance of the Agreement or Order.

4.5

The Contractor ensures that the energy (electricity, gas, compressed air, etc.) used by them to perform the Agreement or Order will be used sparingly and efficiently. The Contractor declares that they are aware that the Ordering Party expects the Contractor to use energy-saving techniques and devices.

 

4.6

The Contractor ensures that business partners acting on behalf of the Contractor have been obliged to take actions to secure the aforementioned supply chain.

4.7

The Contractor is obliged to secure the information received from the Ordering Party in connection with the performance of the Agreement or Order against unauthorized access, modification, destruction, and other improper use, and to implement the most modern technical and organizational measures to protect information security. This includes, in particular the introduction and maintenance of an appropriate information security management system certified in accordance with ISO 27001 or an equivalent and comparable standard in force during the performance of the Agreement or Order.

5.1

Contractor is obliged to perform the Agreement or Order in its entirety, without dividing it into parts, unless the Ordering Party gives prior consent expressed in writing or electronically under penalty of nullity.

5.2

The Contractor is obliged to collect from the Ordering Party all waste generated during the performance of the Agreement or Order.

5.3

At the request of the Ordering Party, the Contractor is obliged to collect all external packaging, transport packaging, or sales packaging generated at the place of receipt of Goods or Services or to commission their collection to a third party at their own cost and risk.

 

5.4

The Contractor is obliged to provide the Ordering Party with a delivery document for Goods or Services in two copies for the Ordering Party. The document should contain the Agreement or Order number, a description of the delivered Goods along with the Ordering Party's material number or a description of the performed Service, and the place and time of receipt of Goods or Services. The delivery should also include all necessary operating and maintenance instructions. Failure to provide the documents mentioned in this point gives the Ordering Party the right to consider that the Agreement or Order has not been fully performed.

5.5

The Contractor is responsible for damages resulting from the loss or damage of Goods during delivery caused by improper labeling, packaging, or identification of the shipment.

 

5.6

The Contractor has the right to entrust the performance of part of the Agreement or Order to a subcontractor only with the prior written or electronic consent of the Ordering Party under penalty of nullity. In such a case, the Contractor is responsible for the actions of the subcontractors as for their own actions and omissions.

6.1

The price and payment terms specified in the Agreement or Order are binding for the Parties, taking into account the provisions below.

6.2

Unless otherwise stated in the Agreement or Order, the price includes all costs related to the performance of the Agreement or Order, in particular, the costs of packaging, assembly, disassembly, loading, unloading, transshipment, transport, shipment insurance, and all costs related to the performance of the Agreement by third parties acting on behalf of the Contractor. The Contractor has no right to demand an increase in the price, among other things, on the grounds that at the time of concluding the Agreement or Order, they could not foresee the size or costs of their performance.

6.3

Unless otherwise stated in the Agreement or Order, the Ordering Party is obliged to make the payment after accepting the delivery of Goods within 60 days from the date of receipt of a correctly issued invoice by the Contractor.

6.4

In the case of an incorrectly issued invoice or lack of required documents, the payment may be withheld, and the payment term will be counted from the date of receipt by the Ordering Party of a correctly issued invoice and submission of the complete set of documents.

6.5

The invoice issued by the Contractor should include, among other things, the Agreement or Order number and date, the quantity and unit for each item of delivered Goods or performed Services, the unit price, and the value for each item of delivered Goods or performed Services.

6.6

Pursuant to Article 106n(1) of the Act of March 11, 2004 on Value Added Tax (Journal of Laws 2021, item 685, as amended), the Ordering Party consents to receiving electronic invoices from the Contractor in .pdf format. The Contractor is obliged to include only one electronic invoice in each email and send it to the email address: invoice.pl@bbraun.com. If, due to formal or technical obstacles, the delivery of an electronic invoice is impossible, the Contractor is obliged to issue the invoice, a duplicate of the invoice, or their correction in paper form and deliver it to the Ordering Party via traditional mail. 

6.7

The Ordering Party is obliged to make the payment to the bank account number indicated on the invoice.

6.8

The Parties consider the payment date to be the day the transfer order is issued on the Ordering Party's bank account. 

6.9

The Ordering Party declares that it has the status of a large enterprise within the meaning of Article 4(6) of the Act of March 8, 2013 on counteracting excessive delays in commercial transactions (consolidated text: Journal of Laws 2023, item 1790).

7.1

Contractor is responsible for delivering Goods and Services free from defects and ensuring that they possess guaranteed features. In particular, the Contractor guarantees that the Goods and Services comply with the latest state of knowledge and technology and meet current standards arising from regulations related to occupational safety and hygiene, as well as applicable technical and pharmaceutical standards of administration and industry. Regarding machines, devices, or installations, the Contractor ensures that they meet the special safety requirements applicable to machines, devices, and installations at the time of the Agreement or Order execution and that they are marked with the CE sign.

7.2

The Contractor ensures that the delivered Goods do not originate from a crime, have not been traded within the so-called VAT carousel, and that they do not participate in or engage in tax fraud.

7.3

The Contractor is obliged to indemnify the Ordering Party against any claims, losses, liabilities, damages, costs, or expenses of any kind, whether asserted by third parties or not, arising in any way from defects in the Goods, to the extent that such defect was caused by the Contractor. As part of the obligation specified in the previous sentence, the Contractor is obliged to bear all costs of the required corrective measures, including the costs of public warnings and the costs of withdrawing the Goods from the market.

7.4

Unless otherwise stated in the Agreement or Order, the warranty will be valid for a period of 24 months from the date of acceptance of the Goods or Services without reservations.

7.5

The Ordering Party has the right to check the correctness of the performance of the Agreement or Order during the acceptance of Goods or Services, particularly for obvious defects, transport damages, completeness, and compliance of the Goods or Services with the Agreement or Order. In the event of any defect, the Ordering Party is obliged to report it to the Contractor within ten (10) business days from the date of acceptance of the Goods or Services.

7.6

In the case of defects other than those mentioned in point 5 above, the Ordering Party is obliged to report them to the Contractor within ten (10) business days from the date of their detection.

7.7

In the event of reporting defects, the Ordering Party, at its discretion, is entitled to demand from the Contractor the removal of defects or the delivery of Goods or performance of Services free from defects at the Contractor's cost and risk as soon as possible, or to demand a price reduction or withdrawal from the Agreement or Order while retaining the right to claim damages.

7.8

Failure to remove the defect by the Contractor within the period specified by the Ordering Party gives the Ordering Party the right to remove the defect themselves or to commission its removal by a third party at the Contractor's cost and risk, provided that this does not exclude the Contractor's liability under the warranty.

7.9

Upon removal of the defect, the warranty period for defects and the quality guarantee period start anew for the repaired or replaced part of the Goods or Services, and if a significant defect is removed – for the entire Goods or Services.

7.10

The limitation period for defects referred to in this point of the General Terms and Conditions is 36 months from the date of acceptance of the Goods or Services without reservations. This does not apply to cases where the law provides for a longer limitation period.

7.11

The rights under the warranty in no way limit the rights of the Ordering Party under the statutory warranty for defects.

8.1

The Contractor is obliged to conclude a civil liability insurance contract for the conducted activity and product liability insurance amounting to at least five (5) million PLN for each insurance event and at least ten (10) million PLN annually, and to maintain this insurance during the ongoing business relationship with the Ordering Party, including limitation periods, unless otherwise stated in the Agreement or Order.

8.2

The Contractor is obliged to provide a copy of the insurance contract or confirmation of its conclusion at the request of the Ordering Party within 5 business days from the date of receiving such a request.

9.1

The Contractor ensures that the performance of the Agreement or Order will not infringe any third-party rights, including, in particular, copyrights and industrial property rights such as patents, utility models, designs, trademarks, and trade names.

9.2

To the extent that the use of Goods or Services is restricted for the Ordering Party due to third-party rights, the Contractor is obliged to obtain all necessary third-party consents for the Ordering Party to use the Goods or Services in full at their own cost and in a timely manner, or the Contractor is obliged to change the performance of the Agreement or Order in such a way as to avoid infringing third-party rights. In the latter case, the Contractor is responsible for ensuring that the modified performance of the Agreement or Order complies with all applicable agreements between the Parties and legal regulations.

9.3

The Contractor indemnifies the Ordering Party against any direct and indirect claims of third parties arising from infringements of their rights related to the performance of the Agreement or Order.

9.4

In the event of third-party claims for infringement of their rights in connection with the performance of the Agreement or Order, the Contractor is obliged to satisfy and cover the costs, expenses, and damages incurred by the Ordering Party as a result of these claims, including those resulting from court judgments. The Contractor should be promptly notified of any legal proceedings initiated by third parties against the Ordering Party.

10.1

The Contractor transfers to the Ordering Party all economic copyrights and related rights, including the exclusive rights to authorize the exercise of derivative copyrights, dissemination of the work, and transfer of the rights acquired under the Agreement or Order to other persons for all works within the meaning of the Act of February 4, 1994, on Copyright and Related Rights (Journal of Laws 2025, item 24) created in connection with the conclusion of the Agreement or Order (hereinafter collectively referred to as "Works").

10.2

The Contractor ensures that they are the sole holder of the economic copyrights and derivative rights to the Works.

10.3

As part of the price, the Contractor transfers to the Ordering Party all economic copyrights and related rights, including the exclusive rights to authorize the exercise of derivative copyrights, dissemination of the work, and transfer of the rights acquired under the Agreement to other persons, to the Works along with the right to make changes to them and the ownership of copies and media.

10.4

The Contractor declares and guarantees that the Works are free from legal defects. In the event of third-party claims for copyrights to the Works, the Contractor undertakes to satisfy them and to cover the costs, expenses, and damages incurred by the Ordering Party as a result of these claims, including those resulting from court judgments.

10.5

The Contractor agrees that the Works may be used by the Ordering Party at any place and time, unconditionally and immediately upon actual acceptance of the Works in whole or in part. The Contractor declares that they allow their name not to be indicated when using the Works.

10.6

The Contractor agrees that the Works may be used by the Ordering Party in all fields of exploitation known on the date of the Agreement or Order, including, in particular:

a) Exclusive use and utilization of the Works in all activities, including investments, promotional, advertising, marketing, informational, and service activities;

b) Recording on all physical objects on which the Works can be recorded and from which they can be later read, particularly on paper and electronic media;

c) Production, recording, and reproduction of copies of the Works by all techniques, including printing, reprographic, magnetic recording, and digital techniques, particularly their reproduction by recording on all media, regardless of file format;

d) Public exhibition and display of the Works, including public availability of the Works in such a way that everyone can access them at a place and time of their choice;

e) Broadcasting via wired, wireless, and satellite vision;

f) Introduction into circulation;

g) Issuing and distributing advertising materials;

h) Introduction into computer memory and placement on the Internet and internal networks;

i) Playback and retransmission;

j) Distribution, including lending or renting originals and other copies of the Works, without the need to obtain consents and permissions;

k) Adaptation or any other changes to the Works without the need to obtain any consents and permissions, at their own discretion, without any limitations;

l) Granting licenses and sublicenses.

10.7

In case of any doubts regarding the effectiveness of the transfer of economic rights to the Works or the effectiveness of the transfer of the exclusive right to authorize the exercise of derivative copyright to creative adaptations of the Works, or the necessity to extend the scope of fields of exploitation to new, unmentioned ones in this paragraph, the Contractor is obliged, at the first request of the Ordering Party and as part of the price, to conclude in writing an additional agreement transferring to the Ordering Party the economic copyrights/an additional agreement transferring the exclusive right to authorize the exercise of derivative copyright to the Works, as well as transferring these rights to new fields of exploitation.

10.8

In the event of the creation of Works that may be protected by industrial property rights, the Contractor is obliged to promptly notify the Ordering Party in writing. The Ordering Party may register these property rights in its own name. As part of the price, the Contractor will provide comprehensive support to the Ordering Party in this regard, particularly by promptly providing the required information and making all necessary declarations and actions. The Contractor is not allowed to make the appropriate entry in their own name or in the name of a third party, nor directly or indirectly support third parties in this regard.

11.1

In the event of a delay in the performance of the Agreement or Order, the Ordering Party is entitled to charge the Contractor a contractual penalty of 0.2% of the net value of the Agreement or Order for each day of delay, but not more than 5% of the net value of the Agreement or Order.

11.2

Contractual penalties will be payable within 5 business days from the date of the claim by the Ordering Party.

11.3

If the damage caused by the Contractor exceeds the amount of contractual penalties charged by the Ordering Party, the Ordering Party has the right to seek compensation from the Contractor under general principles.

11.4

The Ordering Party has the right to deduct the charged contractual penalties from the Contractor's remuneration.

12.1

The duration of the Agreement or Order is specified in the Agreement or Order.

12.2

Upon the expiration of the Agreement or Order or its termination in accordance with the conditions specified in this point below, the Contractor is obliged to return all data, documents, and other items belonging to the Ordering Party and received from the Ordering Party and to delete them at the explicit request of the Ordering Party, including providing the Ordering Party with evidence confirming the completion of this action.

12.3

Each Party has the right to terminate the Agreement or Order concluded for an indefinite period without giving a reason, with a three-month notice period, effective at the end of the given calendar month.

12.4

Each Party has the right to terminate the Agreement or Order with immediate effect in the event of a gross breach of the Agreement or Order by the other Party. Before terminating the Agreement or Order, each Party undertakes to call on the other Party to cease the breaches and to set an additional minimum 7-day period.

12.5

The termination of the Agreement or Order and the call mentioned in this point of the General Terms and Conditions require written or electronic form to be valid.

13.1

Force majeure means any circumstance beyond the reasonable control of the Ordering Party, in particular acts of nature, explosion, fire, accident, war and similar acts of war, operational disruptions, refusal to issue licenses or permits, as well as prohibitions or measures of any kind issued or taken by a government authority, including in the context of combating a pandemic. Targeted external influence on information infrastructures and computer system security in cyberspace, which may be the site of an attack, target, or starting point, or the realization of other cyber threats, as well as industrial disputes, raw material shortages, and supply difficulties (e.g., with subcontractors, transport companies) do not constitute force majeure events.

13.2

Force majeure events that prevent one of the Parties from fulfilling their obligations under the Agreement or Order in whole or in part release the Parties from their performance until the force majeure ceases. The Party experiencing force majeure must promptly inform the other Party in writing or electronically.

13.3

In the event of force majeure, each Party has the right to terminate the Agreement or Order for a valid reason, notifying the other Party in writing or electronically under penalty of nullity, with a three-month notice period.

14.1

The Contractor is obliged to maintain the confidentiality of all information obtained about the Ordering Party in connection with the performance of the Agreement or Order (hereinafter: "Confidential Information").

14.2

For the purposes of the General Terms and Conditions, Confidential Information means all data and information provided to the Contractor by the Ordering Party for the purpose of performing tasks, including:

a) all kinds of documents, notes, files, materials recorded on electronic information carriers or other technical means, obtained in any way, on the occasion of or in connection with the performance of the Works;

b) all information, the disclosure of which would be contrary to the interests of the Ordering Party, such as organizational-legal, economic, technical, technological, commercial, financial, market, and other similar information related to the activities of the Ordering Party; 

c) information regarding the course, content, and results of negotiations, meetings, conversations, including telephone conversations, in which the Contractor will participate.

14.3

The Contractor and the persons entrusted with performing individual activities within the scope of this agreement are obliged to keep confidential all information, the disclosure of which would be contrary to the interests of the Ordering Party. The Contractor is also obliged not to disclose to third parties any information obtained in connection with the performance of the Agreement or Order without the written consent of the Ordering Party, unless the obligation to disclose the information results from applicable law or is authorized in writing by the Ordering Party.

14.4

The obligations referred to in this point of the General Terms and Conditions apply during the term of the Agreement or Order, as well as after their termination or expiration.

15.1

The Ordering Party and its affiliated entities, which in the understanding of the GTC are all entities controlled by the Ordering Party or controlling the Ordering Party, conduct their activities in accordance with the highest ethical standards and the principle of sustainable development, and comply with internationally recognized basic standards regarding occupational health and safety, environmental protection, and labor. These standards are included in the B. Braun Code of Conduct and the ESG Standards for Suppliers (hereinafter: "Codes").

15.2

Employees of the Ordering Party and its affiliated entities undergo regular training to promote and ensure compliance with the Codes.

15.3

The Contractor is obliged to ensure the implementation of standards and procedures in accordance with the Codes. Such standards and procedures include, among others, the Contractor conducting its activities in compliance with all applicable laws and regulations and in accordance with the highest ethical standards (including all applicable anti-corruption and antitrust laws).

15.4

By signing the Agreement or Order, the Parties confirm their continuous compliance with their own standards and compliance procedures and legal regulations. Each Party may at any time request the other Party to renew this confirmation during the term of the Agreement or Order. None of the provisions of this paragraph limit the ability of either Party to make changes or modifications to its own standards and compliance procedures, provided that their content remains in accordance with applicable law and ethical principles.

15.5

The Ordering Party reserves the right to conduct audits/inspections to ensure compliance with the aforementioned standards and procedures.

15.6

The fulfillment of obligations arising from this paragraph is essential for the Contractor's performance under the Agreement or Order. In the event of the Contractor's breach of any provisions of these GTC, the Ordering Party has the right to terminate the Agreement or Order with immediate effect, as well as any other agreements or commercial relationships existing between the Ordering Party and the Contractor, including the affiliated entities of each Party, also with immediate effect. The Ordering Party has the right to waive the above-mentioned right and instead require the Contractor to promptly develop and implement a remedial or mitigation plan to address the breach and prevent future breaches. During the implementation of the plan, the Ordering Party has the right to temporarily suspend the business relationship with the Contractor.

15.7

The Ordering Party informs that the purchase of services, products, or equipment that may significantly impact energy consumption will be partially evaluated based on their energy characteristics.

16.1

The Parties will process personal data solely in accordance with applicable data protection laws and regulations, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 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) (hereinafter: "GDPR"), and will not take any actions that violate these regulations.

16.2

Each Party is a data controller within the meaning of the GDPR and is solely responsible for the purposes and means of processing data within its competence.

16.3

The Parties will process personal data provided in the course of performing the Agreement or Order solely for the purpose of executing the Agreement or Order or for fulfilling legal obligations related to the performance of the Agreement or Order.

16.4

The Parties will inform the individuals whose personal data is being processed about the transfer of their personal data to the other Party in connection with the performance of the Agreement or Order.

16.5

The Parties agree that the processing of personal data is not processing carried out on behalf of the data controller. However, if the need arises to entrust the processing of personal data in connection with the performance of the Agreement or Order, the Parties undertake to conclude a separate data processing agreement to the appropriate extent.

17.1

In the case of personal data of a natural person conducting business activity as the Contractor under Article 13 of the GDPR, and in the case of persons used by the Contractor in the performance of the Agreement or persons representing the Contractor (hereinafter: "Contractor's Representatives") under Article 14 of the GDPR, the Ordering Party informs, and the Contractor acknowledges or undertakes to inform the Contractor's Representatives about the processing of personal data as follows:

a) the Ordering Party is the data controller of the personal data of the Contractor and the Contractor's Representatives. For matters concerning personal data protection, please contact the Ordering Party at the following contact details: Aesculap Chifa Sp. z o. o. – Data Protection Coordinator, ul. Tysiąclecia 14, 64-300 Nowy Tomyśl, tel.: +48 61 44 20 195, e-mail: iod.acp_poland@bbraun.com.

b) the personal data of the Contractor will be processed by the Ordering Party based on Article 6(1)(b) and (c) of the GDPR, and the personal data of the Contractor's Representatives based on Article 6(1)(f) of the GDPR, for the purpose of taking actions aimed at concluding the Agreement or Order or fulfilling the provisions of the Agreement or Order and obligations arising from the Act of 15 February 1992 on Corporate Income Tax (consolidated text: Journal of Laws 2025, item 278) and the Act of 11 March 2004 on Value Added Tax (consolidated text: Journal of Laws 2024, item 361).

c) the scope of the Ordering Party's processing of the personal data of the Contractor and the Contractor's Representatives includes data provided in the Agreement or Order and data provided during the performance of the Agreement or Order, including, in particular, data contained in electronic messages, including e-mails, and other documents produced in connection with the performance of the Agreement, Order, or on invoices.

d) the legitimate interest of the Ordering Party in processing the personal data of the Contractor's Representatives is expressed in the need to maintain contact with the Contractor to make ongoing arrangements and perform other necessary activities in connection with the performance of the Agreement or Order.

e) the personal data of the Contractor and the Contractor's Representatives will be stored by the Ordering Party for a period of 5 calendar years from the end of the year in which the data was provided, unless the Ordering Party is required by law or has a legitimate interest in retaining this data beyond this period.

17.2

The Contractor and the Contractor's Representatives have the right to:

a) request access to their personal data from the Ordering Party and obtain information about its processing, and if it is incorrect, the right to request its rectification in accordance with Articles 15 and 16 of the GDPR.

b) request the restriction of the processing of personal data in accordance with Article 18 of the GDPR.

c) request the deletion of personal data in accordance with Article 17 of the GDPR.

d) Transfer personal data in accordance with Article 20 of the GDPR, i.e., to receive their personal data from the Ordering Party in a structured, commonly used, machine-readable format (by computer), and also to request its transfer to another data controller (this right applies only to personal data provided to the Ordering Party by the data subject and processed based on their consent or a contract concluded with them and in electronic form).

e) object at any time to the processing of personal data for marketing purposes (in accordance with Article 21 of the GDPR).

17.3

The Contractor and the Contractor's Representatives have the right to lodge a complaint regarding the processing of their personal data by the Ordering Party with the supervisory authority, i.e., the President of the Personal Data Protection Office.

17.4

Providing personal data of the Contractor or its representatives is a condition for concluding the Agreement or Order, and in connection with its conclusion, a legal requirement. Providing data of the persons used by the Contractor in the performance of the Agreement or Order is not a legal or contractual requirement, nor a condition for concluding the agreement, and the data subject is not obliged to provide it to the Ordering Party. However, failure to provide this data may prevent or significantly hinder the performance of the Agreement or Order.

17.5

The source of the data of the Contractor's Representatives is the Contractor.

17.6

The personal data of the Contractor and the Contractor's Representatives may be transferred to a recipient in a third country (an Affiliated Company of the Ordering Party) provided that an adequacy decision has been adopted in accordance with Article 45 of the GDPR or appropriate safeguards are in place in accordance with Article 46 of the GDPR (e.g., standard contractual clauses specified by the European Commission).

18.1

The GTC are effective from the date of their publication.

18.2

In the event of changes to the GTC, the provisions of the GTC in force on the date of conclusion of the Agreement or Order shall apply to Agreements or Orders submitted before the changes were introduced.

18.3

In the event that the GTC, Agreement, or Order is prepared in two language versions and discrepancies arise, the Polish version shall be binding.

18.4

If any provision of the GTC, Agreement, or Order, in whole or in part, is or becomes invalid, unlawful, or unenforceable, the Parties shall consider it amended to the minimum extent necessary to make it valid, lawful, and enforceable, while maintaining the original balance of risk and benefits between the Parties. If such an amendment is not possible, the provision, in whole or in part, shall be deemed deleted. Any amendment or deletion of a provision, in whole or in part, under this paragraph does not affect the validity and enforceability of the remaining part of the GTC, Agreement, or Order.

18.5

In case of any doubts, the trade clauses shall be interpreted in accordance with the Incoterms in force at the time of the Contractor's offer acceptance by the Ordering Party, unless the Parties agree otherwise.

18.6

In the event of any disputes arising from the Agreement or Order, the Parties will seek to resolve the dispute through amicable negotiations. If this is not possible, the Parties agree that the exclusive venue for resolving such disputes will be the court competent according to the Ordering Party's registered office.

18.7

In matters not regulated by the GTC, the provisions of Polish law shall apply, in particular the provisions of the Civil Code.