General Terms of Cooperation with the Suppliers of Goods and Services of Novartis Poland Sp. z o.o
§1
General provisions
1) For the purposes of these General Terms of Cooperation with the suppliers of goods and services (hereinafter
referred to as the “General Terms of Delivery” or “GTD”), all the entities with which Novartis Poland Sp. z o.o. place
orders for goods and services shall be designated as the “Suppliers”.
2) Any goods and services shall be supplied only on the basis of the agreements and orders prepared based on the
Suppliers’ offers. These General Terms of Delivery are an integral part of said agreements and orders.
3) The Suppliers shall submit their offers free of charge and in writing, with information on the quantity and quality,
net prices (unit and total), packaging, etc. specified in them.
4) Any potential samples of goods shall be delivered by the Suppliers free of charge and at their expense, and Novartis
Poland Sp. z o.o. shall not be obliged to return them.
5) Any oral orders, as well as any arrangements regarding changes and amendments to written orders placed by
Novartis Poland Sp. z o.o. need to be confirmed in writing.
6) Any information between Novartis Poland Sp. z o.o. and the Suppliers (unless otherwise specified in the GTD) shall
be sent by fax, registered mail or e-mail.
§2
Orders
1) Goods and services shall be delivered by the Suppliers based on written orders placed by Novartis Poland Sp. z o.o.
Orders shall be sent to the Suppliers by fax, registered mail or by e-mail. An order constitutes an answer to the
Supplier's offer within the meaning of Art. 681 of the Civil Code, submitted in response to the request for proposal sent
by Novartis Poland Sp. z o.o. This means that the contents of the requests for proposal sent by Novartis Poland Sp. z
o.o. , the Suppliers’ offers and the orders constitute the entire agreement between the Parties regarding the
cooperation covered by a given order. The terms of cooperation specified in the order, in particular those related to
the scope, the properties of goods/services, and the price and terms of delivery, cannot be changed in any way. In the
event of concluding a separate written agreement regarding the subject of a given order, this agreement shall
constitute the entire agreement between the Parties concerning the cooperation covered by this order, and in the
event of any discrepancies, the provisions of this agreement shall be binding on the Parties.
2) Each order placed by Novartis Poland Sp. z o.o. shall bear a number to which the Supplier shall be obliged to refer in
its delivery documents, and in particular in a relevant invoice and the delivery note.
3) The fact of confirming order acceptance by the Supplier shall mean the acceptance of these General Terms of
Delivery and any potential additional arrangements.
4) Any different terms of delivery shall be binding on the Parties only when they are confirmed by fax or e-mail by
Novartis Poland Sp. z o.o.
§3
Deliveries
1) Goods and services should be delivered under the conditions specified the order regarding the subject of delivery,
its quality and quantity, the price, and the date and terms of delivery.
2) The delivery period shall run from the date of placing a given order.
a) Suppliers shall be obliged to strictly comply with the term of delivery. If the Supplier believes that it is not able to
comply with the date of delivery specified in the order, it shall be obliged to immediately inform Novartis Poland Sp. z
o.o. of this fact and give the reasons for the related delay and its expected duration. In such a case, Novartis Poland Sp.
z o.o. shall reserve the right to waive a given order without any costs being incurred by them, and the Supplier shall
accept this right of Novartis Poland Sp. z o.o.
b) In every case the Supplier shall be liable for any damage resulting from a failure to fulfil, unpunctual fulfilment, or
improper fulfilment of a confirmed order.
3) Goods and services should be delivered to the location specified in the order on account and at risk of the Supplier
unless the order specifies otherwise.
§4
Delivery documents
1) Delivery Note is the document proving delivery of goods based on given order. It has to be prepared in three
identical copies. Delivery Note should in particular contain the following:
– the date of releasing goods from the Supplier’s warehouse
– the date of delivering goods to Novartis Poland Sp. z o.o.,
– the number of the order placed by Novartis Poland Sp. z o.o.,
– the specification of the delivered goods arranged in compliance with the order placed by Novartis Poland
Sp. z o.o.,
– the quantity of returnable packaging.
– The inventory issue document cannot include the price.
2) Moreover, the Delivery Note should include a confirmation of delivery acceptance bearing a legible signature and
the stamp of an authorised person designated by Novartis Poland Sp. z o.o. who shall receive the goods, with the date
of delivery acceptance, the quantity of goods received and the quantity of returnable packaging received being
specified. The Supplier shall be obliged to obtain the confirmation of delivery acceptance in the form specified above,
and in the event of a complaint being lodged; the Supplier shall be liable for the consequences of a failure to obtain
this confirmation. If the goods are delivered to Novartis Poland Sp. z o.o. by a carrier, it shall be the carrier who will be
obliged to obtain this confirmation on the Supplier's behalf.
§5
Invoices for the supplied goods and services
1) One invoice should correspond to one order placed by Novartis Poland Sp. z o.o., except for orders whose fulfilment
is broken down into more than one delivery; in such a case, each delivery shall require the issuance of a separate
invoice.
2) Each invoice shall include:
– the address of the registered office of Novartis Poland Sp. z o.o. ,
– NIP (VAT identification number) ,
– the order number specified by Novartis Poland Sp. z o.o.,
– the name of the supplied goods or services,
– the quantity,
– the price.
3) The arrangement of the goods specified in the invoice should comply with the order of goods and services specified
in the order placed by Novartis Poland Sp. z o.o.
4) If an invoice does not satisfy the requirements specified in items 1, 2 and 3, and in particular if the price stated in
the invoice is inconsistent with the price applicable on the date of placing the order, or if the amounts of goods
specified in the invoice are inconsistent with those actually delivered, the Buyer shall refuse to pay the whole invoice.
Novartis Poland Sp. z o.o. shall inform the Supplier in writing about any case of inconsistency regarding the invoice
contents and shall request a correcting invoice or an adjustment note.
5) Invoices should be sent to the address specified in the order.
§6
Payment terms
1) Payments for the supplied goods or services shall be made within the deadlines agreed on by the Parties in advance
based on the invoices satisfying the requirements specified in Art. 5 of the GTD unless Novartis Poland Sp. z o.o. and
the Supplier agree otherwise.
2) At the written request of the Supplier, the payment period can be shortened in the event of the Supplier granting
the Buyer an additional discount of 2%.
3) The payment period shall run from the date of Novartis Poland Sp. z o.o. receiving a relevant invoice unless the
Parties agree otherwise.
4) If the ordered goods or services are not supplied despite the fact of issuing the invoice, the Supplier shall be obliged
to issue a correcting invoice.
5) If the ordered goods/services are delivered/performed following the date of receiving the invoice, the payment
period shall run from the date of delivering the goods/performing the services. The Supplier shall be obliged to issue a
correcting invoice.
6) The date of making a payment of a given invoice shall be the date of debiting a relevant amount from the bank
account of Novartis Poland Sp. z o.o.
7) In the case specified in Art. 5, item 4, the payment period shall be automatically extended and shall run from the
date of Novartis Poland Sp. z o.o. receiving a correctly issued invoice or an adjustment note.
§7
Price
1) The prices constituting the basis for orders are fixed prices for deliveries to the place of delivery, and they include
the costs of transportation and packing unless the order specifies otherwise.
2) Unless the order specifies the price, the Supplier shall apply the price agreed on with Novartis Poland Sp. z o.o. ,
or the lowest market price in any other cases.
§8
Quality/complaints/guarantees
1) The Supplier hereby guarantees that the ordered goods or services shall have the properties specified in the
order. The ordered services should be performed in compliance with the most current state of science and
technology.
2) The quality and marking of the supplied goods shall satisfy the applicable standards and shall be in compliance
with the applicable provisions of law and the requirements specified in the order.
3) The Supplier shall be obliged to obtain any permits, certificates and any other documents required by relevant
provisions of law that allow the goods to be admitted to trading. The Supplier shall deliver copies of the abovementioned documents to Novartis Poland Sp. z o.o. at their request.
4) The goods shall be accepted with the simultaneous reservation of the right to inspect them at a later date. The
confirmation of the goods' acceptance does not mean the confirmation of the quality of the accepted goods and the
compliance of the delivery with the order. Novartis Poland Sp. z o.o. shall have the right to inspect the supplied
goods after their delivery. Goods that do not comply with the provisions of law, or defective goods, can be placed at
the disposal of the Supplier even if the defects have not been revealed until they began to be used.
5) The Supplier shall be liable for defects in the goods under statutory warranty.
6) In the case of goods covered by a guarantee, the delivered goods shall be accompanied by relevant guarantee
documents.
7) The Supplier shall cover the costs related to pre-sale and guarantee repairs, as well as those performed under the
statutory warranty.
8) Novartis Poland Sp. z o.o. reserve the right to return the goods or withdraw from the agreement on performance
of services (a relevant statement shall be submitted by Novartis Poland Sp. z o.o. no later than within
14 days following the date of the occurrence of the circumstances specified below) in the following cases:
– poor quality of the goods or services, including those performed contrary to the order/agreement,
– goods are packed contrary to the terms specified in the order,
– goods or services do not satisfy the conditions specified in items 1, 2 and 3,
– goods or services are not supplied on time,
– goods or services that have not been ordered.
9) In the cases described in item 4, Novartis Poland Sp. z o.o. shall inform the Supplier about the deadline by which
it shall be obliged to collect these goods, or shall deliver the goods to the Supplier. Both the collection of goods by
the Supplier and the return delivery shall be conducted at the Supplier’s expense.
10) The Supplier shall be obliged to consider the complaints of Novartis Poland Sp. z o.o. within 7 days from the
date of receiving the complaint document and send a response to this to the address of the registered office of
Novartis Poland Sp. z o.o. The failure to take any position by the Supplier within the above-mentioned deadline
regarding the lodged complaint shall be treated as acceptance of the complaint.
§9
Final provisions
1) If the Supplier has received any auxiliary materials, e.g. films, matrices and projects, with the aim of delivering the
subject of the order, they can be used only in compliance with their intended use specified in the order, and can be
made available to third parties only for this purpose and upon the written consent of Novartis Poland Sp. z o.o.
2) The materials specified in item 1 are owned by Novartis Poland Sp. z o.o. , and, after the fulfilment of a given
order, they should immediately be returned to Novartis Poland Sp. z o.o. at the Supplier’s expense.
3) When fulfilling orders, the Supplier cannot infringe any third party rights and, in particular, trademark rights,
registered utility models, trade names, copyright and patents. Any liability on account of infringing these rights shall
be incurred only by the Supplier.
4) The Parties agree that any rights and obligations resulting from the orders placed by Novartis Poland Sp. z o.o.
can be transferred to third parties only upon the written consent of Novartis Poland Sp. z o.o.
5) The Supplier shall be obliged to keep secret all the confidential information acquired in the course of cooperation.
This obligation shall be in force both during the term of the agreement and for five years following the date of its
expiration or termination. Confidential information shall be understood as any information of such nature (or
considered to be of confidential nature) which, if disclosed to third parties, may result in damage being caused to
the Party to the agreement, irrespective of the professional, commercial or any other nature of this information;
confidential information shall be, in particular, any information regarding the prices of the goods and the volume of
trading between the Parties. Confidential information can be disclosed, if this is required, by relevant provisions of
law, and in such a case it shall be disclosed pursuant to and within the scope specified by these provisions.
6) Any changes to these General Terms of Delivery shall be declared null and void unless made in writing. In the
event of any discrepancies between the agreement and these General Terms of Delivery, the agreement shall
prevail.
7) To all matters not settled in the agreement, the order, or these General Terms of Delivery, relevant provisions of
law shall apply.
8) Any disputes resulting from the agreement, the order, or the General Terms of Delivery shall be settled by the
common court of law with its seat in Warsaw.
§10
Novartis promotes the social and environmental values of the United Nations Global Compact Project among its
External Suppliers (Suppliers), and makes efforts to influence, where possible, the adoption of these values. We
expect the Suppliers we cooperate with to comply with the applicable laws and observe the ethical business
practices included in the Novartis External Supplier Code.
Suppliers shall be obliged to:
– become acquainted with the requirements of the Novartis External Supplier Code,
– deliver, at the request of Novartis Poland Sp. z o.o. , and in an appropriate form, any information concerning
occupational health and safety, environmental protection, the protection of animals, anti-corruption activities and
fair competition, as well as personal data and privacy protection, as reasonably required, in order to enable Novartis
Poland Sp. z o.o to verify the observance of said principles by the Suppliers,
– provide Novartis Poland Sp. z o.o. or any other indicated third parties (which are not the competitors of the
Suppliers), on the condition of Novartis Poland Sp. z o.o. or these third parties keeping the trade secrets of the
Suppliers, having been informed about this in reasonable advance, and during normal working hours, with relevant
access to the Suppliers’ premises and archives, with the aim of verifying the compliance of the Suppliers’ conduct
with said standards,
– exercise due diligence with the aim of correcting any potential inconsistencies with the Novartis External Supplier
Code, and to inform, at the request Novartis Poland Sp. z o.o., about the progress of the process of correcting these
inconsistencies.
Failure to observe the above-mentioned principles shall constitute a serious infringement of the agreement binding
on the Parties, which cannot be removed, and, in such a case, Novartis Poland Sp. z o.o. shall be entitled to
terminate the agreement with immediate effect.
The Novartis Code of Conduct, the Novartis External Supplier Code and any other codes regarding the activity of
Suppliers, policies and guidelines are available at: http://www.novartis.com/corporateresponsibility/resources/index.shtml