1. Definitions

In these General Terms and Conditions of Purchase (“Conditions”) the words below have the meanings next to them:

‘Agreement’ means any agreement, including agreed commercial terms of cooperation, framework agreement, between Rawlplug and the Supplier under which the Products may be sold, delivered or performed upon Orders from Rawlplug, as well as confirmed Orders, including Orders submitted through a website; commercial terms or special commercial terms of cooperation agreed between Rawlplug and the Supplier (Parties) in a form of an instrument.

'Confidential Information' means any and all technical, technological, economic, financial, commercial, legal and organisational information concerning Rawlplug, as well as any other information considered by Rawlplug as secret, provided to the Supplier or which the Supplier came to possess in connection with the Agreement, regardless of the form and whether they have been marked as confidential, including trade secrets, price lists, analyses, personal data, information on IT systems and technology, security systems, documents, data base, charts, drawings, pictures, graphics, brochures, catalogues, copies, excerpts, translations, failed or excess print-outs, which the Supplier may come to possess during discussions, negotiations and/or cooperation.

'Country of Destination' means the country to which the Products are to be delivered and/or the country where Rawlplug has their registered office.

‘Forecast’ means any forecast of the likely amount of Products to be ordered by Rawlplug in a respective period, but shall exclude any Order;

‘Force Majeure’ means any event or circumstances beyond reasonable control of either party, including but limited to declaration of war, military activities, disorders, epidemics, blockades, earthquakes, floods, fires or other natural disasters, as well as actions of the governmental authorities, embargoes and other events and circumstances, the parties were not aware of on the date of submitting the Order for the Products, the parties were unable to foresee or prevent by any reasonable measures, and which hinder or make impossible the fulfilment by the parties of their obligations under the Agreement.

“IPR” m means any intellectual property rights in the meaning given under Convention establishing the World Intellectual Property Organization signed in Stockholm on 14th July 1967 and amended on 28th September 1979, including but not limited to copyrights, data bases, software, patents, trademarks, designs, utility models and right to apply for or register patent, trademark, design and utility model.

‘Incoterms®’ means the 2020 Rules for the use of Domestic and International Trade Terms of the International Chamber of Commerce.

‘Order’ means an offer to purchase or provide the Products submitted by Rawlplug to the Supplier (directly or indirectly or through a representative) in accordance with Clause 3 hereof or the Agreement.

‘Products’ means the goods, including construction products, tools and power tools, and/or services, in accordance with Specifications, supplied by Rawlplug to the Customer in fulfilment of an Order, which may bear the Trademarks and/or embody in full or in part other Rawlplug’s IPR.

‘Rawlplug’ means Rawlplug S.A. with its registered office at 6 Kwidzynska Str, 51-416 Wroclaw, Poland, entered into a business registered of National Court Register under no 0000033537, NIP (tax identification number) PL8951687880, BDO no. 000008462, or other company from Rawlplug Group using or referring to this Conditions within its business activity.

‘Rawlplug’s Code of Conduct for Suppliers’ means an ethical code of conduct relating to business of Rawlplug, published on Rawlplug’s website: rawlplug.com

‘Specifications’ means characteristics of Products, as agreed with Rawlplug, and/or as provided to Rawlplug in technical catalogues, technical drawings, and/or data sheets, or otherwise from intended purpose of the Product or intended use of the Product, considering the Country of Destination.

‘Supplier’ means an entity or entrepreneur who supplies the Products under the Agreement within the course of its professional business activity.

‘Trademarks’ means any registered and un-registered trademarks and/or trade names in respect of the Products, such as ‘KOELNER’, ‘MODECO’, ‘RAWLPLUG’ and/or  ‘RAWL’.

2. General Provisions

2.1 These Conditions nor Agreement cannot be altered or modified by any terms or conditions in any quotation or any invitation to tender, offer, delivery or consignment note, invoice, general terms and conditions used by the Supplier, or elsewhere or implied by trade practice or course of dealing or otherwise.

2.2 These Conditions constitute an integral part of the Agreement. If there is any conflict or inconsistency between this Conditions and the terms and conditions of the Agreement, the provisions of the Agreement shall prevail. If there is a conflict between the framework Agreement and an Order as to which Incoterm® applies to that Order, the provisions of the Agreement shall prevail.

2.3 The Convention on the International Sale of Goods concluded in Vienna in 1980 and The Convention on the Limitation Period in the International Sale of Goods concluded in New York in 1974 shall not apply to the Agreement.

2.4 Neither party to the Agreement shall have the authority to incur any liability or make any contract on behalf of the other party, unless the Agreement expressly provides for otherwise.

2.5 Nothing contained in the Agreement or this Conditions may be construed as to create a relationship of agency or partnership or a joint venture between the parties. The parties are independent contractors contracting with one another at arm’s length.

2.6 Any expressed waiver by Rawlplug in respect of application of any of the provisions hereof in any particular situation may be enforced only in relation to such particular situation.

3. Orders

3.1 Rawlplug may purchase or order provision of Products by placing an Order.

3.2 An Order constitutes an offer to purchase or to provide the Products by Rawlplug, which becomes the Agreement once it is confirmed by the Supplier. The Order may be submitted and confirmed through e-mail notification, or sales system (such as EDI) or otherwise, excluding tacit confirmation.

3.3 Neither Rawlplug shall be obliged to submit Orders nor the Supplier shall be obliged to confirm Orders, unless the Agreement provides for otherwise.

3.4 Rawlplug may unilaterally and without any costs cancel the Order until the Products are handed to a first carrier.

3.5 Any Forecast provided by Rawlplug will not be binding on either party, unless otherwise provided in the Agreement.

4. Delivery

4.1 Supplier will supply or provide Products (delivery) in accordance with the Agreement and these Conditions, in time and to the place indicated in the Agreement. Time for delivery shall  be of the essence.

4.2 The Supplier must ensure that all Products, which are goods, are packaged and labelled in accordance with Specifications or requirements provided by Rawlplug, if any, and each time with applicable laws of European Union and any Country of Destination.

4.3 Products, which are goods, shall be delivered in packaging ensuring protection against damage during transportation.

4.4 The Supplier is responsible for the Products to be allowed to be placed on the market in the Country of Destination and undertakes to provide Rawlplug alongside each delivery with any relevant documents required by the laws of European Union, Poland or Country of Destination, such as commercial invoice, stock issue confirmation/packing list, transport documents (for example consignment note, bill of lading etc.), certificate of origin, declarations of conformity, manuals, and/or other documents as may be stipulated in the relevant letter of credit which has been established as the method of payment for the Products, an/or are otherwise requested by Rawlplug.

4.5 In case of deliveries by the Suppliers from European Union, each delivery must be notified to Rawlplug at least two (2) days before the planned date of delivery, via e-mail or telephone to Rawlplug. Exact day and hour of delivery must be confirmed and accepted by Rawlplug’s employee.

4.6 Delivery of Products, which are good, shall be on DAP (Incoterms®) – place of delivery indicated in the Agreement; or if such place of delivery has not been specified - registered address of Rawlplug.

4.7 Where any delay in delivery occurs, the Supplier is obliged to inform Rawlplug about the cause of the delay and  anticipated date of such delayed delivery. Rawlplug is entitled to charge the Supplier with a contractual penalty of 0,5% of the net price invoiced for the delayed Products, for each of the delay, unless the delay is caused by Rawlplug actions or commissions. At the discretion of Rawlplug, the contractual penalty may be settled through a discount applied on the next Order.

4.8 Rawlplug may decline to receive the Products if the delay in delivery exceeds thirty (30) days, and/or where Products delivered are in full or in any part inconsistent with requirements referred to in Clause 4.2 – 4.5, and/or due to incompleteness in respect of delivery documents, it is impossible or it requires too much costs to ascribe the delivered Products to particular Agreement, and/or Products are visibly damaged. In such case, the Agreement shall be deemed not concluded, and the supplier shall return Rawlplug all funds they received on the account of the Agreement. Rawlplug is entitled to charge the Supplier with a contractual penalty of the 100% of the net price invoiced for the declined Products in case Rawlplug decline to receive the Products; if the reason for decline is the delay in delivery, the contractual penalty for the delay shall not be applied.

4.9 The Supplier will not be liable for any delay or failure to supply Products arising from Force Majeure circumstances if it notifies Rawlplug of such circumstances within three (3) calendar days and offers to supply on the same terms when such circumstances have passed. Rawlplug shall, at its sole discretion, accept such offer or propose alternative terms. If such circumstances continue for period of more than thirty (30) days, each Party can cancel or terminate the affected Agreement without any liability to the other party. Presence of Force Majeure circumstances in the applicable cases should be evidenced by the relevant chamber of industry and commerce or by other authorized organization or body.

4.10 Rawlplug may control the quality of the Products. Especially Rawlplug may request from the Supplier to be provided with a ‘golden sample’, which is a sample of each Product from a particular Order. Only after the acceptance of the golden sample, the Supplier shall organize the shipment of ordered Products. Release of particular shipment of ordered Products without or before the acceptance of a golden sample by Rawlplug shall not oblige Rawlplug to receive the delivery or bind Rawlplug in any other way, especially shall not constitute a valid Agreement.

5. Non-conformity of Products

5.1 Delivered Products shall be: (1) compliant with the Specifications, Agreement and these Conditions; and in case of Products, which are goods, also (2) of good quality and free from any defects; (3) usable safely and without causing death, injury, loss or damage; (4) consistent with any sample previously supplied to and approved by Rawlplug, if any; and (5) compliant with any legal requirements applicable to the Products in the Country of Destination (conformity of Products).

5.2 The Supplier is liable for lack of conformity of Products, if such non-conformity appeared within twenty-four (24) months from the delivery date of the Products.

5.3 Rawlplug shall lose the rights under non-conformity of Product Clause, if they shall notify the Supplier of the non-conformity after sixty (60) days after the discovery of the non-conformity.

5.4 If the lack of conformity of Product occurs, Rawlplug may at its sole discretion (i) request the Supplier to remove the non-conformity, or deliver the conforming Product, and claim contractual penalty in the amount equal to the net price of non-conforming Product; or (ii) rescind or terminate the Agreement to the extent of non-conforming Products, or demand reduction of price, and claim contractual penalty in the amount equal to the net price of non-conforming Product.

5.5 If the Supplier shall not respond to Rawlplug’s claims under Clause 5.4 within fourteen (14) days, they shall be deemed to be accepted by the Supplier. The Supplier shall make good to Rawlplug’s claims within fourteen (14) days from the date of their acceptance, or in another term agreed by the Parties.

5.6 If due to Product’s non-conformity Rawlplug incurred costs as a result of Rawlplug’s customers enforcing their rights, Rawlplug may also request Supplier to reimburse all costs connected with settlement of customers’ claims, such as transport costs, damages etc.

5.7 If due to Product’s non-conformity Rawlplug has been legally obliged to withdraw the Product from the market and/or carry out recall for such Product, or Rawlplug has decided to take voluntary measures to the same effect, without prejudice to Rawlplug’s rights under Clause 5.4, Rawlplug may additionally request Supplier to organize and carry out such withdrawal and/or recall in the name of Rawlplug; and/or reimburse Rawlplug all costs and damages resulting from such withdrawal and/or recall; and also claim contractual penalty in the amount equal to the net price of non-conforming Products, which are subject to withdrawal and/or recall.

5.8 Exercising by Rawlplug of any rights under this Clause 5 shall not limit or prevent Rawlplug from exercising any other rights under the Agreement and/or available under the law.

5.6 All costs resulting from Rawlplug exercising their rights under this Clause 5 are upon the Supplier.

6. Shortages and over-delivery

6.1 In relation to any shortage in the quantity of Products delivered to Rawlplug, all such shortages will be notified to the Supplier immediately, however no later than within sixty (60) days from the delivery of the Products to the place of delivery.

6.2 In such situation, the Supplier shall deliver the Products in deficiency immediately, however no later than within fourteen (14) days, or in other time agreed with Rawlplug, unless such delivery is not possible or would require inadequate costs. If the latter is the case, the Supplier shall immediately inform Rawlplug and issue a correcting invoice for the amount of shortages.

6.3 If the Supplier delivers the Products in excess of the quantity specified in the Agreement (over-delivery), Rawlplug shall be entitled in respect of any such over-delivered Products: (i) accept over-delivery, as a result of which the Supplier shall issue respective invoice, if any, according to prices in the Agreement, however for deliveries from outside EU, invoice shall be issued only together with the next delivery of Products;, or (iii) to refuse to accept the whole delivery, or only over-delivery, as a result of which the Supplier shall issue respective correcting invoice and collect the Products at its own cost and risk.

7. Price and payment

7.1 The price for the Products (sales price or remuneration) shall be determined in the Agreement.

7.2 The price for the Product shall include cost of delivery and insurance during the transportation. The price shall exclude any rates, taxes or duties which may be payable on the delivery in the Country of Destination which are upon Rawlplug.

7.3 The Supplier will invoice Rawlplug for Products supplied in accordance with the Agreement. Each such invoice will be paid by Rawlplug in accordance with the Agreement into the bank account specified in the Agreement or invoice, however subject to Supplier’s compliance with Clause 9.3. In case the payment period is not specified in the Agreement, the invoice shall be paid within 60 days of delivery of Products. In case of Products which are services, the payment is conditional upon provision by the Supplier of certificate of tax residence. The Supplier shall issue and provide Rawlplug with invoices only in electronic form (.pdf format) to the e-mail indicated by Rawlplug. Rawlplug shall not accept invoices in other form or format. Until such time as the correct invoice is provided by the Supplier, the payment period shall not begin.

7.4 In case where the Agreement contains price list agreed with Rawlplug, the prices may be increased only once during a calendar year, and only if prices of raw materials used for manufacturing of Products increase for more than 15%. The increase of raw materials’ prices must be evidenced by the Supplier. Otherwise, the agreed prices for the Products shall not increase without the consent of Rawlplug

7.5 The payment is deemed made on the date where Rawlplug’s bank account is debited with the amount paid to the Supplier.

8. Intellectual Property Rights

8.1 In connection with the delivery of Products made for valuable consideration, the Supplier hereby grants to Rawlplug a non-exclusive, sub-licensable, transferable, world-wide, perpetual licence to use the Supplier’s IPR subsisting in Products in order to (exploitation fields) market, promote, display, distribute and sell the Products in any territory and in any manner considered appropriate by Rawlplug, including via the internet or other electronic or digital means and via any platforms for advertising and/or promotion.

8.2 Each Party shall notify the other Party of any infringement or apparent or threatened infringement of or any actions, claims or demands in relation to any IPR owned by the other Party and used in the Products and shall render to such Party, at such Party’s expense all such assistance as the Party may reasonably require in connection therewith.

8.3 If the Supplier is supplying Products, which in whole or in part incorporate Rawlplug’s IPR, Rawlplug grants the Supplier a non-exclusive, non-transferable, non-sublicensable to use such Rawlplug’s IPR (exploitation fields) solely in connection with the use of materials provided to or created by the Supplier in order to prepare manufacturing of the Products (for instance create technical documentation, moulds and/or tools), manufacture and supply or provision to Rawlplug of Products. The Supplier shall use Rawlplug IPR only in the form and style approved by Rawlplug and shall comply with all other reasonable directions in relation to use of Rawlplug’s IPR as may be notified by Rawlplug from time to time.

8.4 Products referred to in Clause 8.3 shall  be supplied only to Rawlplug, and the Supplier shall not sell or otherwise dispose of such Products, except with the prior consent of Rawlplug. All materials incporporating Rawlplug’s IPR or relating to Rawlplug’s IPR (for instance technical drawings, specifications etc.) shall constitue Confidential Information.

8.5 Nothing in the Agreement or these Conditions gives the Supplier any rights to any of the Rawlplug IPR and Rawlplug to any of the Supplier’s IPR, unless the Agreement expressly provided for otherwise.

9. Legal requirements and other obligations

9.1 The Supplier shall comply in all respects with all applicable legal requirements, including: (1) those relating to competition and the prohibition of anti-competitive behaviour; (2) those relating to the protection of the environment and the sourcing and nature of raw materials used within the Products; (3) those relating to anti-bribery and anti-corruption; (4) those imposing sanctions; (5) those regarding Product’s safety and compliance.

9.2 The Supplier shall deliver Products which comply in each and every respect with all other relevant legal requirements for the time being in force, including applicable health and safety law; technical requirements; and other requirements applicable in the Country of Destination, including (i) any applicable marking or labelling requirements; (ii) requirements for technical documentation; (iii) general product safety requirements, and/or compliance of the Products with applicable specific requirements (for instance construction products, power tools etc.); (iv) other legal requirements necessary for placing the Products on the market, including those in Clause 9.3.

9.3 The Supplier shall be providing Rawlplug, along with each delivery of the Products, or in settlement periods, or one-off, depending on particular requirement, with all documents specified in the Agreement, as well as with all tests, assessments, certificates, declarations, data sheets, information on emissions, representations on sanctions, or other documents, as are required by Rawlplug to (i) place the Products on the market in the Country of Destination, and/or to (ii) enter the Products to the customs territory of the Country of Destination, and/or (iii) to correctly calculate the customs or duties on entry, and/or (iv) to submit correct declarations and/or reports, and/or (v) to pay the price for delivered Products without infringement of sanctions’ regulations, and/or (vi) to resell the Products, including their carriage out of the County of Destination; and/or as otherwise may be required by Rawlplug for any other purpose that is commercially or legally justified. Upon Rawlplug’s request the Supplier shall assist Rawlplug in obtaining all necessary permits or any other documents enabling Rawlplug to independently place the Products in the market of the Country of Destination and/or resale of Products. If for purposes referred to above, it is necessary to carry our independent audits or verifications of the manufacturing plant of the Supplier and/or installation operated by the Supplier, the Supplier shall ensure that the auditors or verifiers have access to such manufacturing plant or installation to carry out audits in periods agreed with such auditors or verifiers.

9.4 The Supplier shall ensure the availability of spare parts for Products, which are goods, and which are covered by repair obligation under applicable laws in the Country of Destination which is imposed on Rawlplug, during the period and for the price in accordance with these laws. In lack of such regulations, the Supplier shall ensure the availability of spare parts for Products, which at the discretion of Rawlplug, are services or maintained. Spare parts for such Products shall be available for at least five (5) years following last delivery of each type of Product. To the delivery of the spare parts, provisions regarding the delivery of Products shall be applied accordingly. If the Supplier fails to ensure the availability of spare parts for the period mentioned above, the Supplier shall pay Rawlplug the contractual penalty of the net price of Products which cannot be serviced or maintained due to lack of available spare parts.

10. Confidentiality and Personal Data Protection

10.1 Rawlplug and Supplier shall agree that each of them is a controller of personal data, as defined in art. 4 pt. 7 of  Regulation of European Parliament and Council no. 2016/679 dated on 27th April 2016 (L:2016:119, as amended from time to time, hereafter “GDPR”)  regarding natural persons indicated in the Agreement, as representatives of the Party, personas responsible for carrying out certain tasks under the Agreement or these Conditions, as well as persons which data will be later passed to the other Party on  in connection with deliveries of the Products, or exercising rights regarding the Products.

10.2 Rawlplug and Supplier shall process personal data in accordance with the Agreement, GDPR and other applicable laws, to the extent applicable to that Party.

10.3 Each Party shall carry out in the name of the other Party information obligation toward persons referred to in Clause 10.1, including obligatory information under Art. 13 and 14 of GDPR. Rawlplug’s information are available here: https://rodo.rawlplug.com

10.4 The Supplier shall keep confidential all Confidential Information, irrelevant on manner by which it was provided to or came into possession by the Supplier, whether or not it is marked as “confidential: or not, and shall not, without the Rawlplug’s express written consent, reveal and/or use any Confidential Information to any third person for any reason (“Non-Disclosure”).

10.5 The Supplier remain subject to Non-Disclosure obligation after the dissolution or termination of the Agreement, and these obligations shall remain in force unless and until such time as the Confidential Information stops being secret and confidential and becomes part of the public domain, unless these occurs as a wrongful conduct by the  Supplier, or its partners, subcontractors, officers, employees or as a result of breach of Non-Disclosure obligation by third party.

10.6 The Supplier shall immediately return to Rawlplug all copies or samples of Confidential Information that are in the Supplier’s possession at the time of receiving the above request.

10.7 Any breach of the above provisions by the Supplier, entitles Rawlplug to claim contractual penalty of EUR 500,000.

11. Dispute Resolution

If a dispute arises under or with connection to the Agreement, and/or this Conditions between the Supplier and Rawlplug, which they are unable to resolve through ordinary discussions within five (5) days of the dispute arising, the dispute shall be referred to courts competent for the seat of Rawlplug. Notwithstanding the above, Rawlplug shall also have the right to commence court proceedings against the Supplier regarding the dispute before the courts/tribunals or any competent authority for the seat of the Supplier.

12. Governing law

The Agreement and this Conditions, all contractual and non-contractual matters arising in connection with them will be construed and governed according to the laws of Poland, excluding conflict-of-law rules.

13. Miscellaneous

13.1 The Supplier will comply with the requirements of the Rawlplug’s Code of Conduct for Suppliers.

13.2 Any notice given by Rawlplug or the Supplier to the other party shall be in Polish or English or accompanied by an accurate translation into English, and bear a form of a document and be sent to the e-mail address of the party, as indicated in the Agreement, unless this Conditions or the Agreement provide for otherwise.

13.3 In relation to the Supplier whose registered seat is outside territory of Poland, in case of any discrepancies between languages versions, English version shall prevail.

Updated: 2 December 2024.