Since 16th of June 2011 General Conditions for Suppliers have changed

§ 1. Acceptance

Subject to the terms and conditions stated herein, including those incorporated by reference, Pratt & Whitney Kalisz Sp. z o.o. having its registered office at Elektryczna 4a, Poland and registered in National Court Register, District Court in Poznań Nowe Miasto Wilda, under KRS number 0000009775 (hereinafter “Buyer”) agrees to purchase from the contracting party identified on the face of this order (hereinafter “Seller”) and the Seller agrees to sell to Buyer, the goods or services described in this order. If for any reason Seller fails to return to the Buyer the signed copy of this order, any conduct by Seller that recognizes the existence of a contract pertaining to the subject matter hereof shall constitute unqualified acceptance by Seller of this order and all of its terms and conditions. The terms of this order and these Terms and Conditions of Purchase shall constitute the effective and binding agreement between the parties and may be modified in writing only in form of a supplement to the order or annex to the Agreement executed by the authorized representatives of both parties.
 

§ 2. Price

The price for goods or services shall be the net price as shown on this order. Unless otherwise provided on the face of this order, the prices described in it include all packing, crating delivery to the point specified in the order, all taxes and other charges relating to goods or services purchased pursuant to this order (excluding taxes payable by Buyer according to legislation under jurisdiction applicable to Buyer). Prices are binding for the delivery period shown.
 

§ 3. Terms of payment

Unless otherwise agreed in writing, Buyer payments shall be effected by wire transfer to the account indicated in the invoice, within 30 days from the date of receipt of the goods or completion of services or date of the receipt by Buyer, whichever is later, The basis of the payment is correctly and properly prepared invoice in accordance with the effective laws and terms of the order.

§ 4. Delivery

Seller shall deliver goods to the point of destination, indicated in the order in accordance with Incoterms 2010, in the time specified in the order. Seller shall, at its expense, ship by express or air shipment or by the most expeditious way if the delivery term is endangered for reason of Seller’s fault. Seller shall not declare value of shipment exceeding statutory carrier responsibility. All items shall be packed in accordance with Buyer’s instructions or, if non are specified, in accordance with the best commercial practice in a manner sufficient to ensure arrival in an undamaged condition. Not–agreed packaging costs are not allowed for.
 

§ 5. Inspection

Notwithstanding prior inspection, payment or use, Buyer shall have the right, within six (6) months of receipt, to accept or reject any goods, which do not conform to the requirements of the order. Rejected items shall be returned to Seller transportation collect (declared at full value unless otherwise advised by Seller) for credit or refund and shall not be replaced by Seller except upon written instruction from Buyer. Buyer rights under this paragraph shall be additional to and shall not be deemed to diminish Buyer rights under law and paragraph 6 (Guarantee).
 

§ 6. Guarantee

A. Seller warrants to Buyer, its successors, assigns and customers that for a period of twenty-four (24) months after delivery of goods or completion of services, all goods furnished under this order shall be free from legal defects and defects in material and workmanship, will conform to applicable drawings, designs, specifications, samples or other description upon which this order is based, suitable for the purpose intended whether expressed or reasonably implied and free of liens and other encumbrances of title, furthermore, the Seller warrants that to the extent this order calls for services to be performed such services will be free from legal defects and other defects in workmanship, will meet all of the requirements of this order and will be performed to the highest standards of workmanship, and that goods and services of Seller’s design will be free from defect in design.
 

B. Seller agrees to correct defects of, or replace any goods or services not conforming to the foregoing guarantee promptly, but not later than 14 days after notification of such nonconformity, without expense to Buyer. In the event of failure by Seller to correct defects in or replace nonconforming goods and/or correct such nonconforming services within above specified time, Buyer, after notice to Seller, may in its election and in addition to any rights or remedies it may have at law, to have such nonconforming goods corrected and/or replaced or such nonconforming services corrected at Seller’s expense. In addition to the costs of repair or replacement, Seller agrees to reimburse Buyer for labor and material costs, including overhead, reasonably incurred by Buyer in connection with removal and/or replacement of nonconforming goods from higher-level assembly due to Seller’s failure to provide goods in conformity to this guarantee.

C. If Seller replaced the defective goods the guarantee period shall be counted again from the time of the delivery of the goods in conformity to this guarantee. In case the same type of failure repeatedly occurs, Seller shall make changes to eliminate causes of the failure in future.

D. The foregoing rights of the Buyer are not exclusive and shall not be in lieu of any other remedy available to Buyer at law, or under this order.

§ 7. Changes

Buyer shall have the right at any time prior to the delivery date of the goods or services to make changes in any one or more of the following: (i) drawings, designs, specifications; (ii) method of shipment or packing; (iii) time and/or place of inspection, delivery, or acceptance; (iv) quantity, type and duration of services. If any such change affects the cost of or time required for performance of this order, an equitable adjustment shall be made in the price or delivery schedule, or both and this order shall be modified in writing accordingly. No claims for order delivery date or purchasing prices due to changes submitted by Buyer shall be allowed unless made in writing within fifteen (15) days from the date Seller received notice of a change. Irrespective of the manner and date of settling such claims, Seller shall proceed diligently with performance of this order. No change is binding for Buyer unless issued in writing by an authorized representative of Buyer’s Purchasing Department. If Seller considers that the conduct or direction of any Buyer’s employees constitutes a change hereunder, Seller shall immediately notify Buyer’s Purchasing Department in writing and take no action on the perceived change pending written approval of Buyer’s Purchasing Department.
 

§ 8. Cancellation, Suspension

Buyer reserves the right to cancel at any time by written notice to Seller this order or any part hereof or to suspend or reschedule shipment of the goods or performance of services. Immediately upon receipt of such notice, Seller shall comply with its terms and shall cause all of its suppliers and subcontractors to cease or suspend work. In the event of cancellation for reason of Buyer’s sole convenience, Seller shall be entitled to claim reimbursement of direct costs properly incurred to the date of cancellation. Seller should demonstrate to the satisfaction of Buyer for work done under cancelled order. Such costs shall reflect the percentage of work performed prior to the notice of cancellation according to agreed lead-time and shall not exceed the order value. Seller shall not be entitled to claim any compensation for loss of anticipated profit or for suspension or rescheduling of shipments. To the extent not affected by notice of cancellation or suspension, Seller shall continue performance required under this order.
 

§ 9. Termination

In addition to its other rights hereunder, Buyer reserves the right to terminate this order or any part thereof for Seller’s default without further cost or liability by written notification in case when, (i) Seller fails to perform any of the provisions of this order, (ii) Seller becomes insolvent, or a bankruptcy petition is filed or is entered into a register of debtors. Buyer may require Seller to transfer title and deliver to Buyer any or all property produced or procured by Seller for performance of the work hereunder and Seller shall be credited with reasonable value thereof not to exceed Seller’s costs or the order price, whichever is less. If this order is entirely or partially terminated by Buyer under this paragraph, Buyer, in addition to its other rights it may have at this order or law, may procure, upon such terms and in such manner as Buyer may deem appropriate, goods or services similar to those so terminated, and Supplier shall be liable to Buyer for any and all reprocurement costs including any price for such similar goods or services that is higher than provided by this order. If after a default termination, it is determined that Seller was not in default, the termination shall be deemed a termination for Buyer’s convenience in accordance with paragraph 8 (Cancellation, Suspension). Seller shall be responsible for performance of any part of this order, which is not terminated hereunder.
 

§ 10. Contractual penalties

In addition to any other rights Buyer may have under this order or at law, in the case of delay in the performance of this order, the Seller shall, upon Buyer’s demand, pay a contractual penalty in the amount of 0,1% of the order value for each day of delay, however 10% of the order price shall be the maximum for the total penalty amount under this order. Buyer reserves the right to claim compensation exceeding agreed contractual penalties pursuant to the general terms and conditions. 
 

§ 11. Excusable Delay

Neither party shall be liable for any delay in performance of this Agreement caused by the Force Majeure such as: strike, war, epidemics, ecological disaster, flood etc. The Party in default as a result of the Force Majeure, however, shall make every reasonable effort to reduce the delays:

1. in case of the Force Majeure, the Party in default shall immediately notify the other Party about its occurrence and shall specify its duration, provided it is known to it, and in the timely manner about steps taken in order to minimize such delay resulting from the Force Majeure,
2. if, due to the occurrence of the Force Majeure, the delay in performance of the order exceeds three months, the Parties shall meet to consider steps that should be taken. However, the Buyer reserves the right to cancel the contract in case when, in consideration to the purpose of the contract known to the Seller and due to the characteristics of the obligation, its fulfillment shall become impossible or redundant. 

Notwithstanding the above provisions, Seller’s delay or failure to perform this order caused by the circumstances related to Seller’s suppliers shall be excused only if such circumstances are beyond the control of both Seller and such supplier and without fault and negligence of either, and the goods or services to be furnished are not obtainable from other sources in sufficient time to permit Seller to meet the delivery schedule. Seller shall in any event give Buyer immediate notice of any labor dispute which may affect performance of the order. If any default, delay or labor dispute threatens to impair Buyer’s ability to meet delivery requirements for its products, Buyer shall have the right, without any liability to Seller, to cancel this order in whole or any part hereof.
 

§ 12. Copyrights

Seller acknowledges that upon Buyer’s payment, it shall transfer all copyrights to the work constituting the subject of this order. In connection to the above, Seller declares that at the moment of this order subject copyrights transfer onto Buyer, he will be solely authorized to dispose it in the following fields of operation:

1. within recording or copying the work – performance of work copies by means of a specific method, including a printing method, reprographic, magnetic record or digital technique;
2. within turnover of the original copy or copies on which the work has been recorded – distribution, lending or renting the original or copies;
3. within the work diffusion in a manner other than the one specified in section 2 – public performance, presentation, projection, reproducing and broadcasting and reemitting, and also making it available to the public in such a manner so as everyone has the access to it in a place and time chosen by them.
4. within performance of the derivative copyright.

§ 13. Patents

Except for goods manufactured to a design furnished by Buyer, Seller shall indemnify and hold Buyer and each subsequent purchaser or user of the goods harmless from any claim, suit or action alleging that the manufacture, sale or use of the goods or services supplied under this order infringes any patent, utility model, industrial design, trademark, copyright or other proprietary right. Upon notice by Buyer, Seller shall at its own expense defend or otherwise dispose of any such claim, suit or action. Buyer shall similarly indemnify Seller against claims arising from Seller’s compliance with specifications or designs furnished by Buyer.
 

§ 14. Personal data protection

If Seller, in relation to the performance of the order receives the access to the personal data of Buyer’s employees, it shall be obliged to execute appropriate personal data processing agreement and to abide by the provisions of the Personal Data Protection Act dated August 29, 1997 (Dz. U. 02, No. 101 item 926)
 

§ 15. Tooling charges

Tooling charges specified in the order shall not be payable until full approval by Buyer of goods produced with the use of the tooling.
 

§ 16. Waste allowance

The waste allowance resulting from wear standards may be included in raw materials or finished details supplied by Buyer for the purposes of the order. If the allowance is exceeded, Seller shall purchase additional material to complete the order from Buyer at Buyer’s then current cost. Unused allowance shall be disposed of in accordance with Buyer’s instructions.
 

§ 17. Buyer’s Property

Material, tooling, equipment, models, drawings, or other items furnished by the Buyer to Seller or paid for by the Buyer and all replacements (hereinafter referred to as “Buyer’s Property”) shall be and remain the property of Buyer and shall be suitably identified and maintained in good condition by Seller, at Seller’s expense, until finally disposed of in accordance with Buyer’s instructions. Seller shall not use the Buyer’s Property for any purpose other than performance of this order or any work for and on behalf of Buyer. Seller shall bear the risk of loss of all Buyer’s Property while in Seller’s or its suppliers’ custody or control, and shall insure it in its full replacement value against all loss or damage while in Seller’s care, including the time of transportation. Seller shall repair or replace the Buyer’s Property to the extent necessary for performance of this order, however Seller shall not substitute material from any other source or alter properties of the material without Buyer’s prior written approval. Buyer shall have the right, at all reasonable times, upon prior notice to inspect any and all Buyer’s Property and/or goods ordered hereunder.
 

§ 18. Proprietary Information

All specifications, drawings, designs, manufacturing data, and all other information that are disclosed to Seller pursuant to this order and identified as proprietary or confidential are subject to all provisions of appropriate Non-Disclosure Agreement entered by Buyer and Seller. Such information shall remain Buyer’s property, shall not be used for any other purpose than performance of this order or other contract with Buyer and shall not be disclosed to third parties without prior written consent of the Buyer.
 

§ 19. EHS

In the event Seller will be performing services on Buyer premises Seller shall observe all law regulations applicable to Seller, as well as specific EHS regulations effective in Buyer premises, and shall carry the insurance policy on the terms and up to the amount as may be reasonably required by Buyer.
 

§ 20. Anti-Kickback

Seller represents and warrants to Buyer that neither he nor his officers, employees or agents have provided or promised any money, gift or compensation of any kind, directly or indirectly, to Buyer or any of its employees in order to improperly obtain favorable treatment in connection with the order and that neither he nor his officers, employees or agents have improperly accepted any such inducements from its sub-suppliers in connection with this order.
 

§ 21. Code of Ethics

During the performance of his order, Seller shall abide by all aspects and shall take all reasonable measures in order to ensure the compliance with the principles of United Technologies Corporation Code of Ethics, whose copy shall be provided upon request. The UTC Code of Ethics is also available on the Internet at:
http://www.utc.com/StaticFiles/UTC/StaticFiles/coe  polish.pdf

§ 22. Final Provisions
 

1. Seller shall not, without the prior written consent of Buyer, make any release of information concerning this order or any information related to Buyer, nor use the name of Buyer in any advertising or publicity.
2. Buyer’s remedies shall be cumulative and remedies herein specified do not exclude any remedies allowed by law. No failure by Buyer to assert its rights shall be effective as a waiver thereof unless consented to in writing by buyer.
3. The headings contained herein are included for convenience only, are not intended to be full or accurate description of the content thereof nor do they alter the meaning or content of any paragraph hereof.
4. The invalidity, in whole or in part, of any provision hereof shall not affect the validity of the remainder of such provision or any agreement resulting herefrom.
5. Performance of this order shall not be assigned by Seller in whole or in part without the prior written consent of Buyer. Seller shall not be entitled to assign his receivables to third parties or to have such receivables collected by third party. Any assignment by Seller without prior written consent of Buyer shall be null and void and Seller shall remain liable to Buyer for full performance of its obligations hereunder. Seller hereby consents to and agrees that Buyer may at any time assign this order or any interest hereunder to any affiliate or subsidiary or successor in interest, to United technologies Corporation or any its affiliate or subsidiary.
6. Paragraphs 5, 6, 13, 17, 18, 22 shall survive expiration or termination of this order.
7. All disputes resulting from the performance of this order shall be settled by the  common court proper for the Buyer’s jurisdiction. This order shall be construed, interpreted and governed by the laws of Poland, without regard to conflicts of law principles that may require the application of the laws of another jurisdiction. The parties specifically disclaim application to this order of the United Nations Convention on Contracts for the International Sales of Goods.
8. Except as provided otherwise in any written document executed by duly authorized representatives of Buyer and Seller, in the event of any conflict or ambiguity among the provisions of this order and/or any other document incorporated herein, such conflict or ambiguity shall be resolved by giving precedence in the following order: 
   1. Any special or supplemental terms and conditions contained in any long terms agreement or other specific term agreement agreed by both parties in writing and incorporated in the order;
   2. Specifications, work statements and drawings incorporated into the order;
   3. Terms entered on an order by Buyer that are specific to that order;
   4. This Terms and Conditions of Purchase;
   5. Other contract documents, not described herein.
9. For all orders issued under U.S. Government contracts, the applicable standard terms shall be, in addition to this Terms and Conditions of Purchase, the UTC Standard Terms and Conditions of Purchase Under Government Contracts for Purchases of Goods and Services.