1. Purpose and Scope
These General Terms and Conditions of Purchase (“GTCP”) shall apply to all orders for products, raw materials, packaging materials, services, subcontracting activities, transportation, equipment and tooling placed by SYTO Co-Packaging Polska Sp. z o.o. and its affiliates (hereinafter referred to as “SYTO”).
Any order issued by SYTO shall constitute the Supplier’s unconditional acceptance of these GTCP.
These GTCP shall prevail over the Supplier’s General Terms and Conditions of Sale unless otherwise agreed in writing and signed by both Parties.
2. Purchase Orders
All SYTO orders shall be issued through an official Purchase Order specifying references, quantities, prices, delivery schedules and any applicable special conditions.
The Supplier shall acknowledge receipt of and confirm the Purchase Order within forty-eight (48) hours of receipt.
Any modification relating to prices, quantities, delivery dates, technical specifications or delivery conditions shall be subject to SYTO’s prior written approval.
The SYTO Purchase Order number shall be stated on all commercial documents, delivery notes and invoices.
3. Prices and Payment Terms
The prices stated in the Purchase Order shall be fixed and non-revisable for the entire duration of the order.
No price increase shall be applied without SYTO’s prior written approval.
Any request for a price adjustment shall be notified at least ninety (90) days prior to its intended effective date.
Invoices shall comply with all applicable legal requirements and shall include the relevant SYTO Purchase Order number.
Payment terms shall be those specified in the Purchase Order.
4. Delivery and Logistics
Delivery dates shall constitute an essential contractual obligation of the Supplier.
The Supplier shall immediately notify SYTO of any risk likely to affect compliance with the agreed delivery schedule.
Products shall be adequately packed, protected and identified to prevent any damage during transportation and handling.
Unless otherwise specified in the Purchase Order, the Supplier shall bear all transportation risks until delivery at the agreed destination.
In the event of a delivery delay, SYTO shall be entitled to apply a penalty equal to 0.5% of the value of the delayed delivery per calendar day of delay, without prejudice to SYTO’s right to claim compensation for any additional loss incurred.
5. Quality and Compliance
The Supplier warrants that the products and services supplied:
- comply with the approved technical specifications, drawings, approved proofs (BAT) and specifications;
- are free from design, manufacturing or material defects;
- comply with all regulations applicable in the destination countries;
- comply with applicable environmental requirements, including REACH;
- comply with FSC, PEFC or any other certification requirements specified by SYTO;
- comply with any specific requirements of SYTO’s customers when such requirements have been communicated.
Upon request, the Supplier shall provide any certificate of conformity, test report, FSC certificate or quality-related documentation required by SYTO.
6. Change Management and Subcontracting
6.1 Change Management
The Supplier shall notify SYTO in advance of any change that may affect the products or services supplied.
This obligation includes, but is not limited to:
- raw materials;
- raw material suppliers;
- manufacturing processes;
- production equipment;
- manufacturing sites;
- quality control methods;
- technical specifications;
- packaging materials and packing methods.
No change shall be implemented without SYTO’s prior written approval.
6.2 Manufacturing Outside the European Union
The Supplier shall notify SYTO in advance and in writing of any manufacturing, processing or sourcing activity performed outside the European Union.
Such notification shall specify:
- the country concerned;
- the manufacturing site;
- the nature of the operations performed;
- any potential impact on lead times, quality, regulatory compliance or traceability.
Any change in the geographical origin of manufacture shall be subject to SYTO’s prior written approval.
6.3 Technical and Capacity Subcontracting
The Supplier shall not subcontract all or part of the Purchase Order to a third party without SYTO’s prior written approval.
This requirement applies in particular to:
- technical subcontracting;
- capacity subcontracting intended to absorb excess workload;
- any change of manufacturing site;
- any transfer of production within an industrial group.
The Supplier shall remain fully responsible for the quality, compliance, delivery performance and traceability of products manufactured by its subcontractors.
7. Non-Conformities
Any non-conforming product or service may be rejected by SYTO.
At its own expense, the Supplier shall:
- replace or correct the non-conforming products;
- bear all costs directly related to the non-conformity;
- provide a root cause analysis and a corrective action plan within ten (10) working days.
SYTO may require an 8D report for major non-conformities.
8. Audits, Traceability and Continuous Improvement
The Supplier shall ensure full traceability of products, raw materials and components used.
The Supplier shall maintain and make available to SYTO an up-to-date list of production sites and subcontractors involved in the manufacture of the ordered products.
SYTO, its representatives or its customers may conduct quality, technical or regulatory audits upon reasonable notice.
The Supplier shall implement all corrective actions requested following audits or quality claims.
9. Confidentiality and Ownership
All drawings, designs, files, approved proofs (BAT), specifications, samples, tooling and information provided by SYTO shall remain the exclusive property of SYTO.
The Supplier shall not disclose or use such information for any purpose other than the execution of the Purchase Order.
Any tooling, cutting dies, printing plates, artwork files or equipment financed by SYTO shall remain the exclusive property of SYTO.
10. Liability and Insurance
The Supplier shall be liable for any direct or indirect damage resulting from its products or services.
The Supplier shall maintain appropriate professional liability insurance and provide evidence of such insurance upon SYTO’s request.
11. Ethics, CSR and Compliance
The Supplier shall comply with all laws and regulations applicable to its activities.
In particular, the Supplier undertakes to comply with the principles relating to:
- anti-corruption;
- respect for human rights;
- prohibition of forced labour;
- prohibition of child labour;
- environmental protection;
- compliance of materials supplied.
12. Governing Law and Jurisdiction
These GTCP shall be governed by and construed in accordance with Polish law.
Any dispute relating to the interpretation, validity or performance of these GTCP shall fall within the exclusive jurisdiction of the courts having jurisdiction over the registered office of the SYTO entity issuing the relevant Purchase Order, unless otherwise agreed in writing between the Parties.
