General Terms of Agreements (GTA)

Definitions

Arrow ECS — Arrow ECS Spółka z ograniczoną odpowiedzialnością /limited liability company/ with its registered office at ul. Sosnowiecka 79, 31-345 Kraków, Poland, entered into register of entrepreneurs of the National Court Register under KRS number:0000030756, for which registration files are kept by the District Court for Kraków-Śródmieście in Kraków, 11^thCommercial Division of the National Court Register, Polish tax identification number NIP:6782682866, statistical number REGON:351559623.

Supplier / Manufacturer— a natural person, a legal person or an organizational entity not being a legal person, in which a statute vests legal capacity, that conducts economic or professional activity on its own behalf, whose Products and/or Services concern transactions between Arrow ECS and the Purchaser.

Purchaser— a natural person, a legal person or an organizational entity not being a legal person, in which a statute vests legal capacity, that conducts economic or professional activity on its own behalf, for whose benefit, under the Agreement, Arrow ECS sells the Product and/or performs the Services; as well as above-mentioned entity aiming to conclude the Agreement with Arrow ECS, in particular by placing an Order.

GTA— these General Terms of Agreements of Arrow ECS

General Data Protection Regulation, GDPR — Regulation (EU) No. 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.

Confirmation of Order acceptance— an Arrow ECS’ declaration of intent, which constitutes acceptance of terms and conditions of the Order placed by the Purchaser and thus conclusion of the Agreement between Arrow ECS and the Purchaser on terms and conditions specified in the Confirmation of Order acceptance and herein.

Product— a thing and/or right offered by Arrow ECS within the scope of its economic activity, i.a. servers, parts, components, software necessary to installation, start-up as well as to development and modification of computer systems.

Dual Use Goods, Export, Intra-Community transfer, Technical Support— accordingly:dual-use goods, export, Intra-Community transfer, technical support as defined in Act of 29 November 2000 on trade with abroad in goods, technologies and services of strategic importance for the national security and for maintaining international peace and security (uniform textJournal of Laws from 2013 item 194).

Use Report— an information automatically generated to Arrow ECS or Supplier or provided to one or both of those entities by Reseller and/or End User, including quantity of Services and/or Products used in a determined settlement period.

Reseller— the Purchaser, who purchases from Arrow ECS a Product and/or Service for its further distribution to the End User; any reference to the Purchaser included herein shall apply to the Reseller as well.

Force Majeure— any unpredictable circumstances or events, beyond the reasonable control of Arrow ECS and/or the Purchaser, due to which Arrow ECS and/or the Purchaser was not able to perform obligations arising from the Agreement or performed them improperly. In particular war, general strike, earthquake, tornado, flood, fire, acts of terrorism, deficiency of electricity, temporary or permanent unavailability of a Product or a Service at Suppliers due to those reasons, as well as similar situations shall be deemed Force Majeure.

Agreement— any agreement concluded between the Purchaser and Arrow ECS, under which Arrow ECS alienates Product and/or Service to the Purchaser (i.a. sales agreement, implementation agreement or service/support agreement), concluded irrespective of the form of such agreement adopted by the Parties, though usually under the Confirmation of Order acceptance.

Service— action taken by Arrow ECS or the Supplier in order to satisfy certain need (or needs) of the Purchaser and/or the End User, offered by Arrow ECS within the scope of its economic activity, including but not limited to trainings, courses, workshops (hereinafter jointly referred to as “the Training”), marketing support services, technical support services, providing software licensing from a Manufacturer, as well as any services performed remotely.

End User— a natural person, a legal person or an organizational entity not being a legal person, in which a statute vests legal capacity, that conducts economic or professional activity on its own behalf, strictly specified in the Agreement, who buys the Product and/or Service from the Reseller in order to use the Product and/or the Service within its own economic activity.

Order— declaration of intent submitted by the Purchaser to Arrow ECS, presenting intention of concluding the Agreement and including all its necessary elements.

2. GTA’s scope of application

2.1. Unless otherwise stipulated, GTA shall apply to all contractual relations between Arrow ECS and the Purchaser, in particular GTA shall constitute an integral part of the Agreement, provided that:

— Principles of contracting (chapter 3) shall apply only to concluding the Agreements,

— Principles of executing the Agreements (chapter 4) shall apply only to executing and liability for non-performance or improper performance of already concluded Agreements and shall constitute the integral part of each Agreement throughout its entire term.

2.2. Templates of forms placed on Arrow ECS website at: https://www.arrow.com/globalecs/pl/formalizmy/, whose submission is required by Arrow ECS from the Purchaser, and/or the Confirmation of Order acceptance shall form the part of the Agreement and shall constitute additional, special and prevailing provisions over GTA. In matters not regulated by those forms and Confirmation of Order acceptance other provisions of GTA shall apply.

2.3. Other contract templates, including but not limited to general terms of agreements, used by the Purchaser, shall not form the part of the Agreement and shall not affect effectiveness of each particular provision of GTA in legal relations between Arrow ECS and the Purchaser, unless it is stipulated in the Agreement that the Purchaser’s contract template or its particular provisions shall apply. Application of the contract template to a particular Agreement does not mean that it shall be applicable to Agreements concluded in the future.

2.4. The Purchaser and Arrow ECS may amend the content or exclude application of some GTA’s provisions, which shall be explicitly stipulated in the Confirmation of Order acceptance or in the Agreement. In such case other provisions of GTA shall remain in force.

2.5. In the case where additional commercial terms are stipulated by the Suppliers for a particular type of transaction, such terms are available on Arrow ECS website at: https://www.arrow.com/ecs/pl/dostawcy-warunki/ or shall be delivered to the Purchaser in other way.

The Purchaser undertakes to become acquainted with those terms, to make all declarations required by those terms, to provide all required documents and to abide by those terms.

GTA shall not infringe provisions of the above-mentioned additional commercial terms. The content of above-mentioned regulations shall constitute integral part of Agreements.

On each request from Arrow ECS or the Supplier the Purchaser undertakes to submit to audit proceedings, including but not limited to present all documents regarding the transaction being the subject of the Agreement and to provide all information and explanation required by Arrow ECS or the Supplier. The Reseller undertakes to ensure that End Users and subresellers will submit themselves to the above-mentioned audit proceedings.

2.6. As regards provisions concerning the relation between the Purchaser and third parties, the Purchaser undertakes to comply with GTA and regulation mentioned in item 2.5in all agreements concluded with third parties (including End Users), subject of which is a Product and/or a Service.

2.7. Pursuing any activity related to GTA’s execution, the Purchaser undertakes to take only those actions, which are permitted by generally applicable law provisions of the Republic of Poland, of the European Union and, to the necessary extent, of the United States, with particular consideration of regulations combating bribery (including the FCPA) and unfair competition as well as with labor laws and regulations. The Purchaser acknowledges that Products or Services may be subject to export or resale restriction or regulation, and the Purchaser undertakes to comply with such restrictions and regulations. Any statement as to Product country of origin, Export Control Classification Number, or compliance with applicable law (including, without limitation, that Products are lead-free or RoHS compliant) is as provided to Arrow ECS by its Suppliers, and Arrow ECS does not warrant its accuracy and will not be liable for any error with regard to same. The Purchaser uses such information at its own risk. The Purchaser warrants and represents it will comply with Arrow’s Business Partner Code of Conduct: https://www.arrow.com/company/overview/governance-overview/corporate-governance/codes-of-conduct or has implemented and abides by a code of conduct that is substantially similar thereto (in such case the Purchaser shall provide a copy to Arrow ECS for review and acceptance).

3. Principles of contracting

3.1. All information regarding Products and/or Services presented in Arrow ECS’s trading offer, including, but not limited to, information regarding characteristics, size and quality, presented in catalogues, brochures and other advertising materials provided by Arrow ECS are only approximate information and shall apply only to the extent accepted by Arrow ECS in the Confirmation of Order acceptance or under other Agreement.

3.2. Catalogues, price lists and other information addressed to Purchasers shall not constitute the offer within the meaning of the Polish Civil Code.

3.3. By placing the Order and concluding the Agreement under the Confirmation of Order acceptance and/or by concluding the Agreement on other basis, the Purchaser confirms being acquainted with and accepting GTA (including contents of documents referred to in item 2.5hereof).

3.4. The Orders may be placed in writing, by fax or by electronic communication, including by dedicated IT system.

3.5. The Purchaser shall specify in the Order i.a. exact name, address, tax identification number NIP of the Purchaser, type and quantity of the Product and/or the Service ordered, price, and additionally:

1. a) in case of continuous or periodical Services — period, during which the Service is to be rendered,
2. b) in case of Resellers — also the End User (exact name and address),
3. c) in case of Dual Use Goods — also information on the manner of use (e.g. further distribution, usage within its own IT infrastructure, tenancy, lease or leasing) and the country of final destination of Dual Use Goods.

If the Purchaser and the End User or the subreseller are bound by confidentiality agreement requiring keeping confidential information related to the transaction being the subject of the Order, then the Purchaser is obliged to indicate such fact in the Order.

The Reseller undertakes to sell the Product and/or the Service only and directly to the End User specified in the Confirmation of Order acceptance or in other Agreement and only for End User’s own needs. Product’s and/or Service’s distribution through additional entity or entities (subreseller) or change of the End User require explicit consent of Arrow ECS. By placing an Order Reseller confirms that all Products and/or Services subject to the Order were ordered with the Reseller by the End User indicated in the Order. Exemplary templates of Orders are available on Arrow ECS website at: https://www.arrow.com/globalecs/pl/formalizmy/.

3.6. The Order constitutes an offer binding for the Purchaser, which, at Arrow ECS sole discretion, may be accepted by Arrow ECS within 3 working days from its placing by the Purchaser or rejected.

3.7. The Order may be effectively placed only by persons authorized to represent the Purchaser in assuming obligations, subject to item 3.8.

3.8. While placing the first Order, the Purchaser is obliged to specify persons who are authorized to place Orders on the Purchaser’s behalf, and thus to sign with binding legal force on the Purchaser’s behalf, template forms required by Arrow ECS by each transaction, and specified in item 2.2hereof. The authorization form for placing orders in writing (by fax) or by e-mail is available on Arrow ECS website at: Kwestionariusz Upowaznien. 

In the case where the Purchaser intents to place the Order through attorneys-in-fact (other than commercial proxies registered in the National Court Register), the Purchaser is obliged to provide Arrow ECS with written power of attorney for each authorized person.Such power of attorney may be changed or revoked only in writing under pain of invalidity.The Purchaser is obliged to inform Arrow ECS immediately on any change of information included in the authorization form.

Purchaser entering data of persons authorized to place Orders into dedicated on-line IT system implies granting to such persons a power of attorney to assume obligations towards Arrow ECS on the Purchaser’s behalf, while revoking power of attorney granted in this manner requires deleting such data from the dedicated on-line IT system by the Purchaser.

3.9. All persons from logistics department, whose current list is published on website at: https://www.arrow.com/globalecs/pl/owu/lista/.

3.10. Orders in electronic form should be placed by sending e-mail including order’s content to e-mail address:"zamowienia.ecs.pl@arrow.com".E-mail Order shall be effectively placed only if sent from e-mail address specified in “Authorization form for placing orders in writing (by fax) or by e-mail”, referred to in item 3.8 of GTA.

3.11. Arrow ECS and the Purchaser undertake to take precautions in order to prevent concluding the Agreements by unauthorized persons, as well as to prevent unauthorized Agreements’ modification, destruction or loss.

3.12. After placing an Order by the Purchaser, the Agreement shall be concluded upon accepting the Order by Arrow ECS in writing, by fax or by electronic communication, and from that moment the Purchaser may not cancel the Order.The Agreement shall not be deemed concluded, if the Order is not confirmed explicitly by Arrow ECS.Under no circumstances shall Arrow ECS’ silence constitute acceptance of the Purchaser’s Order, and thus the Purchaser’s offer.

3.13. Reservations to the Order raised by Arrow ECS in the Confirmation of Order acceptance are binding for the Purchaser, unless objections are raised by the Purchaser in writing, by fax or in electronic form, within one working day following the day after receiving reservations.In such case raising objections by the Purchaser constitutes new Order, and item 3.12shall apply accordingly.If the Purchaser incurs costs of Product’s transportation and/or insurance, accruing such costs in the Confirmation of Order acceptance by Arrow ECS shall not constitute reservations to the Order and the procedure stipulated in this item shall not apply.

3.14. Any amendments or supplements to the Agreement suggested by the Purchaser after its conclusion require for their validity explicit Arrow ECS acceptance expressed in writing, by fax or in electronic form.

3.15. Any amendments or supplements to the Agreement suggested by Arrow ECS after its conclusion require for their validity explicit Purchaser’s acceptance expressed in writing, by fax or in electronic form, unless this GTA explicitly authorize Arrow ECS to change specific terms of Agreement unilaterally.

3.16. Above regulations exclude relevant dispositive regulations of the Polish Civil Code regarding Agreement’s concluding mode.

4. Principles of executing the Agreements

[ Product’s delivery and/or Service’s performance ]

4.1. In case of Products Arrow ECS is obliged only to deliver the Product, without its assembly, installation, service, supervision, software, configuration etc., unless otherwise explicitly stipulated in the Agreement.

In case of Services Arrow ECS is obliged only to provide access to use the Service, unless otherwise explicitly stipulated in the Agreement.

4.2. The date of Product’s delivery and/or Service’s performance shall be set forth in the Agreement.

4.3. The date of Product’s delivery and/or Service’s performance set forth in days, weeks or months

begins from that of the following events which will occur latest:

1. a) from the date of concluding the Agreement;
2. b) from the date of fulfilling by the Purchaser all conditions of Order’s realization, in particular regarding technical, commercial and other conditions;
3. c) from the date of advance payment to Arrow ECS towards Product’s sale price or Service’s price (if the advance payment was stipulated in the Agreement).

4.4. Arrow ECS reserves the right to unilaterally change Product’s delivery date and/or Service’s performance date during the term of the Agreement, in the case of delay of any Supplier and/or subcontractors of Arrow ECS, of which Arrow ECS shall notify the Purchaser.

4.5. The place of Product’s release is Arrow ECS warehouse, unless otherwise stipulated in the Agreement.

In case there is other place of Product’s release, costs of Product’s transportation and insurance during transportation shall be incurred by the Purchaser, unless otherwise stipulated in the Agreement.

4.6. The place of Service’s performance is the Purchaser’s registered office, and in case of Services performed remotely — the place of making them available, unless otherwise stipulated in the Agreement.

4.7. In case Products and/or Services are provided by Suppliers in parts, Arrow ECS is entitled to deliver Products and perform Services partially and to effect a settlement after each partial delivery or performance. At Purchaser’s request Arrow ECS may provide all Products and/or Services one-off, provided that the Supplier assures to provide them the same way.

4.8. The Agreement may be performed directly by Arrow ECS, as well as through and/or with participation of third parties chosen by Arrow ECS (including Suppliers and/or subcontractors).

In case Services are performed by the third parties, Arrow ECS is liable on the basis of a fault, in accordance with legal regulations in force.

The Purchaser is obliged to ensure a proper level of its and End User’s cooperation in Agreement’s performance, including, but not limited to, ensuring access to necessary infrastructure and cooperation from staff with adequate technical qualifications.

4.9. Statutory liability of Arrow ECS as a seller towards the Purchaser under warranty for defects of Products shall be excluded.

4.10. Arrow ECS shall enclose guarantee documentation to the Product, provided that the Producer granted such guarantee and provided such documentation.Arrow ECS may also issue own guarantee documentation for Products, for which such guarantee is granted by Arrow ECS.The Purchaser acknowledges that in case the Agreement regards any customized and/or value added Products and/or Services, the performance of any customized and/or value added Products and Services may void the Manufacturer’s warranty.Orders incorporating customized value added Products or Services are non-cancelable and the Products are non-returnable.Any third party value added Service provider is deemed to be an agent of the Purchaser.If technical advice is offered or given by Arrow ECS in connection with Products or Services it will be as an accommodation to the Purchaser and Arrow ECS shall have no liability whatsoever for the content or use of such advice.Unless specified otherwise, when Arrow ECS provides Services the Purchaser is always the manufacturer of the goods and Arrow ECS acts on behalf of and on the instruction of the Purchaser only.No Services provided by Arrow ECS include the application for certain certificates or registrations (for example but not limited to CE, WEEE), labelling or branding.

[ Product’s receipt ]

4.11. A person receipting the Product personally on behalf of the Purchaser is obliged to provide written power of attorney/authorization to receipt the Product.In case it is impossible for Arrow ECS to obtain the Purchaser’s confirmation of authenticity of presented power of attorney/authorization to receipt the Product by phone, fax or e-mail, then Arrow ECS is entitled to refuse to release the Product.

4.12. The Purchaser is obliged to confirm receipt of the Product in writing.

4.13. Purchaser’s representative’s signature on goods dispatched note (ex-works Arrow ECS warehouse) and in case of delivery to other place, on forwarder’s (carrier’s) documents, shall constitute the confirmation of receipting the Product.

4.14. All benefits and burdens as well as risks related to the Product, including the peril of its accidental loss or damage shall pass to the Purchaser upon release of the Product for transportation to the carrier arranged by the Purchaser.In case the Product is transported by the carrier arranged by Arrow ECS, benefits and burdens as well as risks related to the Product, including the peril of its accidental loss or damage shall pass to the Purchaser upon receipt of the Product.The above regulation shall apply also in case of sales related to Service’s performance.

4.15. In case the Purchaser fails to receipt the Product from Arrow ECS warehouse within 3 days from the deadline stipulated in the Agreement, and in case of delivery to other place — from delivering to such place on stipulated date, Arrow ECS shall be entitled to:

1. a) transfer the Product for storage to a third party at Purchaser’s own expense and risk,
2. b) send the Product to the Purchaser’s registered office at Purchaser’s own expense and risk, or,
3. c) renounce the Agreement — within 3 months from the receipt deadline or delivery date stipulated in the Agreement.In each of above situations Arrow ECS shall charge the Purchaser with all related costs.

4.16. The basis for Arrow ECS’s acceptance of Product’s quantity or quality deficiencies discovered by the Purchaser or the End User (in case the Product was shipped directly to the End User according to Purchaser’s indication included in the Agreement) shall be the complaint protocol drawn up on Product’s receipt day and signed by representatives of Purchaser or End User and forwarder (carrier) or Arrow ECS.

4.17. To be accepted by Arrow ECS a complaint protocol must be sent by the Purchaser to Arrow ECS via registered mail, fax and/or by electronic communication within 7 days from its drawing up.

[ Prices ]

4.18. Unless any provision of the Agreement states otherwise, the applicable prices are the prices included in the Confirmation of Order acceptance or the prices applicable under the Agreement concluded in other way than through Confirmation of Order acceptance, which shall be increased by VAT in the amount resulting from the provisions of law.

4.19. In case the price is specified in the Agreement as an equivalent in foreign currency, the price shall be converted to Polish zloty according to the average exchange rate of the National Bank of Poland (Table A) from the date of issuing an invoice, unless for the specific Order other method of currency converting shall be as stipulated in Confirmation of Order acceptance or other Agreement.

4.20. Rebates and discounts are awarded only on the basis of individual, explicit provisions of the Agreement.

4.21. Arrow ECS reserves the right to unilaterally change prices specified in the Agreement during its term, in case the prices were changed by any of Suppliers providing Product and/or Service to Arrow ECS.It shall concern cases where Suppliers by selling a Product and/or Service envisaged possibility of changing its price during the term of the Agreement.The Purchaser shall be informed on possibility of changing the price before concluding the Agreement.The change of price shall be introduced by Arrow ECS in proportion to new prices introduced by the Suppliers.

[ Orders in foreign currency ]

4.22. Upon consent of Arrow ECS, granted in writing, by fax or e-mail, the parties may stipulate in Agreement that the price for Products and/or Services offered by Arrow ECS shall be paid in foreign currency.

4.23. In order to use that possibility, the Purchaser shall place the Order using “Zamówienie do Arrow ECS w walucie obcej” form available on Arrow ECS website at  https://www.arrow.com/globalecs/pl/formalizmy/ and on special terms stipulated in that form.

[Payments and Use Reports ]

4.24. In case there are no other principles of payments stipulated in the Agreement, the Purchaser is obliged to pay the prices for the Product and/or the Service purchased within 28 days from the date on which Arrow ECS issued the invoice (accounting document).In case of continuous or periodical Services a calendar month shall constitute settlement periods, unless otherwise stipulated in the Agreement.

In case of Services or Products billed according to their actual usage, the Purchaser is obliged to provide or to ensure that the End User provides Arrow ECS with the Use Reports, being the basis for calculating Arrow ECS remuneration, not later than on 1st working day of the month following the month to which the settlement is related, unless otherwise stipulated in the Agreement.

4.25. Arrow ECS reserves the right to collect advance payments towards some Products and/or Services.The amount and payment date of the advance payment shall be individually stipulated in the Agreement.

4.26. The Purchaser is obliged to pay the price within the above specified deadline even if the Purchaser fails to collect the Product within the agreed deadline or the Purchaser and or/End User make performing the Service impossible.

4.27. The price shall be paid into Arrow ECS bank account indicated on the invoice issued by Arrow ECS.The date of receipt of the payment is deemed to be the date of the funds crediting the Arrow ECS bank account.

4.28. Arrow ECS and the Purchaser declare that each of them conducts economic activity and is VAT tax payer entitled to issue and collect invoices.The Purchaser authorizes Arrow ECS to issue invoices without the Purchaser’s signature.

4.29. The Purchaser shall not be entitled to suspend the price payment due to End User’s failure in payment for the Product and/or the Service towards the Purchaser.

4.30. The Purchaser may not transfer any receivables against Arrow ECS arising from the Agreement, without prior Arrow ECS consent granted in writing under pain of invalidity.

4.31. The Purchaser may not set off his receivables against Arrow ECS with Arrow ECS’s receivables against the Purchaser which arise from the Agreement unless parties agreed the deduction in writing, by fax or by e-mail.

4.32. In the case where the Purchaser is late in payments of price or any other arrears to Arrow ECS, Arrow ECS may demand statutory interest rate for the time of delay and may demand the redress of damage resulting from the Purchaser’s delay, including but not limited to covering all expenses in connection with pursuing receivables, including costs of vindication, payment demands, discount costs, vindication and/or law firm’s fee.

4.33. Additionally, in case of Purchaser’s delay in payment of price or any other arrears to Arrow ECS, Arrow ECS may suspend to perform all Purchaser’s Agreements until all overdue amounts are paid.The Purchaser shall not be entitled to any claims for suspending fulfillment of Orders and performances due to reasons referred to in the preceding sentence.

4.34. The Purchaser agrees that the amounts paid by the Purchaser may be at Arrow ECS sole discretion credited to interest, particular main receivables or other overdue amounts.

[ Confidentiality and personal data processing ]

4.36. Arrow ECS and the Purchaser jointly confirm that all technical, commercial and financial data disclosed by Arrow ECS or its Suppliers to the Purchaser as well as disclosed by the Purchaser to Arrow ECS shall constitute mutually confidential information, which may be used only for purposes directly related to the Agreement’s performance.The Purchaser shall not disclose confidential information to any third party and shall not use this information for any other purpose without Arrow ECS prior consent, and shall make adequate efforts to ensure that such confidentiality is also maintained by the End User.Arrow ECS shall not disclose confidential information to any third party and shall not use this information for any other purpose without the Purchaser’s prior consent.

4.37. In connection with the conclusion or performance of the Agreement, mutual sharing of personal data as well as entrusting the processing of personal data might occur between Arrow ECS and Reseller.

4.38. If Arrow ECS and Reseller are independent controllers that share the personal data of employees with each other (irrespective of legal basis of their employment) provided in relation to the conclusion or performance of the Agreement, the party providing the data shall fulfill the information obligation by acquainting these employees with the information clauses provided by the party obtaining the data, and the party obtaining the personal data entrusts the processing of personal data of the above-mentioned employees to the party providing the personal data. In such a case, the provisions of items 4.39 and next items shall apply.The scope of entrusted data processing is set forth in the Description of Personal Data Processing — Information Obligation, constituting Attachment No. 2 hereto.

4.38. In the event of entrusting the processing of personal data, some situations may occur in which Arrow ECS may act as:

• The controller entrusting the processing of personal data to the Reseller,
• The processor entrusting the further processing of personal data to the Reseller,
• The processor processing the personal data at the request of the Reseller acting as the controller.

4.39. In the case of entrusting the processing of personal data, the provisions of items 4.40–4.63 below shall apply.

4.40. In the case when Arrow ECS:

• acts as the controller or processor that entrusts further processing of personal data, the subject matter of the sub-processing agreement is entrusting the processing of personal data of data subjects categorized in the Description of Personal Data Processing — Arrow ECS constituting Attachment No. 1 hereto.
• acts as a processor, the subject matter of the sub-processing agreement is entrusting the processing of personal data of data subjects categorized in the Description of Personal Data Processing — Reseller constituting Attachment No. 3 hereto.

4.41. Description of Personal Data Processing also determines the duration of the processing, the nature and purpose of the processing, the type of personal data as well as contact details and identity of the controller when it is not the Reseller or Arrow ECS, i.e. when Arrow ECS is the entrusting processor.

4.42. The processor (sub-processor) declares that it will provide sufficient guarantees to implement appropriate technical and organizational measures in such a manner that processing of entrusted personal data meets the requirements of applicable legal provisions and protects the rights of data subjects.

4.43. The processor (sub-processor) shall process personal data in a manner ensuring a level of security adequate to the risk posed by personal data processing, including as appropriate:

1. a) the pseudonymisation and encryption of personal data;
2. b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
3. c) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
4. d) a procedure to regularly test, assess and evaluate the effectiveness of technical and organizational measures to ensure secure processing.

4.44. The processor (sub-processor) shall apply due diligence in the processing of entrusted personal data.

4.45. The processor (sub-processor) shall process the entrusted personal data only in the scope and for the purpose specified in the relevant Description of Personal Data Processing.

4.46. Entrusting the processing of personal data takes place as part of the remuneration provided for by the Agreement.

4.47. After the termination or expiration of the Agreement, at the explicit request of the controller (the processor entrusting the further processing of personal data), the processor (sub-processor) shall return all the personal data to the controller and will delete any copies unless European Union law or member state law requires storage of the personal data.

4.48. The return of personal data referred to above will take place on the basis of a return form prepared by Arrow ECS and the Reseller (in two identical copies, one for each party) signed by their authorized representatives.

4.49. The processor (sub-processor) shall use the entrusted personal data for the purpose, in the scope and under the terms of the Agreement, GTA, and GDPR as well as other generally applicable provisions of law.

4.50. Personal data referred to in GTA will be treated as confidential information.Persons authorized for the personal data processing shall keep the entrusted personal data confidential, both during their employment with the processor (sub-processor) and after the termination of employment.

4.51. The processor (sub-processor) shall assist the controller (the processor entrusting the further processing of personal data) in fulfilling the obligation to respond to requests of data subjects in the exercise of their rights resulting from the generally applicable provisions of law.

4.52. During the processing of personal data, Arrow ECS and Reseller shall cooperate in the processing of entrusted personal data, including informing each other about any circumstances that may have an impact on the performance of their obligations, and the processor (sub-processor) shall comply with any instructions and recommendations of the controller (the processor entrusting the further processing of personal data) regarding the entrusted personal data.

4.53. The processor (sub-processor) shall assist the controller (the processor entrusting the further processing of personal data) in fulfilling the controller’s obligations within the scope of data security, making reports to the supervisory body about data breaches, informing the data subject about data breach, performing a data protection impact assessment and consultations in regard to the planned processing that may pose a high risk of infringement of the rights and freedoms of data subjects.

4.54. The processor (sub-processor) shall implement proper technical and organizational measures in order to ensure a level of security adequate to the posed threats, categories of personal data, and to the risk of infringement of the rights and freedoms of natural persons. In particular, the processor shall protect the entrusted personal data against unauthorized disclosure, takeover by an unauthorized person, processing with the violation of the applicable provisions of the law, as well as change, loss, damage or destruction.

4.55. The Processor (sub-processor) shall keep confidential the entrusted personal data and any related information, both during the processing of personal data and indefinitely after the processing ends.

4.56. The Processor (sub-processor) shall be liable for providing or using the entrusted personal data in a manner inconsistent with the provisions included herein, including but not limited to providing the personal data entrusted for processing to unauthorized persons.

4.57. The processor (sub-processor), after obtaining information in this respect, shall forthwith inform the controller (processor entrusting further processing of personal data) about:

1. a) audits of compliance of personal data processing with personal data protection laws carried out by supervisory authority,
2. b) administrative decisions issued and complaints examined by supervisory authority with respect to the enforcement of the provisions on the protection of personal data,
3. c) other activities of the authorized authorities with respect to entrusted personal data,
4. d) other events affecting the processing of entrusted personal data, in particular all events of personal data breach.

4.58. In the event referred to in item 4.57 above, the scope of information to be forwarded by the processor (sub-processor) shall include:

1. a) date and time of the event (if it is not known, approximate time can be provided),
2. b) description of the nature and circumstances of the personal data breach (including the nature of the breach, location of the breach, and the media on which data subject to the breach were stored),
3. c) the nature and content of the personal data concerned,
4. d) the number of data subjects concerned,
5. e) description of the likely consequences and adverse effects of the personal data breach for data subjects,
6. f) the description of technical and organizational measures taken or to be taken to mitigate the potential adverse effects of the personal data breach,
7. g) contact details of the person from whom more information about the reported personal data breach can be obtained.

4.59. The processor (sub-processor), after having become aware of a personal data breach, shall without undue delay notify the personal data breach to the controller (processor entrusting further processing of personal data) within 24 hours.

4.60. The controller (processor entrusting further processing of personal data) has the right to conduct inspections and audits related to the compliance of processing the entrusted personal data by the Reseller.The processor (sub-processor) shall allow for and contribute to the inspections and audits conducted by the controller (processor entrusting further processing of personal data) or auditor mandated by the controller (processor entrusting further processing of personal data), and shall remove any misconduct detected during the inspection.

4.61. The processor (sub-processor) may entrust the further processing of personal data for the purpose of performance hereof, and in other cases only after obtaining prior written consent of the controller (processor entrusting further processing of personal data), unless such obligation is imposed on the processor (sub-processor) by European Union law or member state law which applies to the processor (sub-processor).In such a case, prior to the start of processing, the processor (sub-processor) shall inform the controller (processor entrusting further processing of personal data) about the legal obligation, provided that the law does not forbid such information due to important grounds of public interest.

4.62. The entity that has been entrusted with further processing of personal data under the terms specified in item 4.61 above, shall comply with the same guarantees and obligations as imposed on the processor (sub-processor) by the controller (processor entrusting further processing of personal data) in relation with the processing of personal data.

4.63. The processor (sub-processor) shall be fully liable towards the controller (processor entrusting further processing of personal data) for the failure of the subcontractor (sub-processor) to meet their data protection obligations.

[ Arrow ECS’s compensation liability ]

4.64. Arrow ECS is not the producer within the meaning of Art. 449¹§1 of the Polish Civil Code.Attestations, certificates, declarations of conformity or other documents confirming Product’s and/or Service’s quality, shall be attached to the Product and/or Service provided, only if it is required according to the Agreement.Arrow ECS shall not verify technical information included in attestations, certificates and other documents confirming quality and shall not be liable for any potential damages resulting from Product’s and/or Service’s inconsistency with the above mentioned documentation.

4.65. Arrow ECS shall not be liable for non-performance or improper performance of the Agreement, including but not limited to, failure in meeting the Product’s delivery and/or Service’s performance date, in the event of the occurrence of Force Majeure.Until Force Majeure ceases Arrow ECS may suspend or limit Product’s delivery and/or Service’s performance, and the course to provide indicated performance deadline shall be suspended.

4.66. Arrow ECS compensation liability from each Agreement shall be founded on the Polish Civil Code general principles, provided that Arrow ECS compensation liability shall comprise only actual damages.

4.67. In case where Arrow ECS is entitled to unilaterally change Agreement’s provisions hereunder, such change shall not be deemed Arrow ECS non-performance or improper performance of the Agreement in its initial wording and therefore the Purchaser shall not be entitled to any compensation in this regard.

[ The Purchaser’s compensation liability ]

4.68. Arrow ECS shall be entitled to demand the redress of any damage resulting from the Purchaser’s breach of the Agreement.In particular the Purchaser undertakes to pay any damages related to compensations and/or liquidated damages paid by Arrow ECS to Suppliers as a result of the Purchaser’s and/or End Users infringement of obligations under this GTA and/or under documents referred to in item 2.5hereof.

[ Agreement’s term and termination ]

4.69. Agreement’s term shall be the period of its performance, and in case of continuous or periodical service agreements — the period indicated in the Agreement.

4.70. In case of receiving from any Supplier information on impossibility of performing the entire Agreement or its part within its term, Arrow ECS shall immediately notify the Purchaser of that fact in writing, by fax or by electronic communication and:

1. a) with respect to Products — the Agreement shall expire entirely or in part related to the Product whose delivery is no longer possible;
2. b) with respect to Services — such event shall constitute important reason for Arrow ECS to terminate the Agreement by notice.

4.71. Arrow ECS may terminate the Agreement with immediate effect if the Reseller:   

1. a) processes personal data in a manner inconsistent with GTA,
2. b) did not remove misconduct detected during the carried out inspection in accordance with item 4.60 hereof.
3. c) entrusted the processing of personal data to another entity without the consent of Arrow ECS.

4.72. Furthermore, Arrow ECS is entitled to renounce the Agreement with regard to entire or part of the Agreement in case of the Purchaser’s delay in Agreement’s performance, including but not limited to:

1. a) in case of the Purchaser’s delay in payment of any arrears arising from the Agreement (i.a. price, advance payment) to Arrow ECS lasting more than 7 days, if despite the Purchaser being called for payment within at least 7 days, the receivables are not paid;
2. b) in case of non-performance of the entire or part of the Agreement due to other reasons attributable to the Purchaser or delay in performance of the entire or part of the Agreement due to such reasons, if despite the Purchaser being called for performing the Agreement within at least 7 days, the Agreement is not performed;
3. c) in case of lasting more than 7 days Purchaser’s delay in establishing Agreement’s performance collateral or in case of collateral’s expiry or decline in value, if despite Purchaser’s being called to establish proper collateral within at least 7 days, such collateral is not established.

4.73. In case of renouncing the Agreement by Arrow ECS due to reasons attributable to the Purchaser, Arrow ECS is entitled to demand damages from the Purchaser, including but not limited to any expenses incurred by Arrow ECS in relation to Agreement’s concluding and performance, including those related to ordering the Product and/or Service at the Supplier and related to renouncing the Agreement.

4.74. The Purchaser may not terminate the Agreement concluded for specified term, whose subject are continuous or periodical Services, except for terminating the Agreement due to important reasons.Agreement’s notice period shall be 3 months, unless otherwise stipulated in the Agreement.In case Purchaser is authorized to terminate the Agreement due to important reasons, the Purchaser is obliged to pay the entire price for the Services performed until Agreement’s expiry date and additionally to pay Arrow ECS lump-sum compensation for premature termination of the Agreement in the amount of 20% of the Service’s price (net) determined in the Agreement.In case the price is determined in the Agreement as an equivalent of the foreign currency, such price shall be converted to Polish zloty according to the average exchange rate of the National Bank of Poland (Table A) from the date of concluding the Agreement.

[ Products’ return ]

4.75. Return of Products purchased from Arrow ECS under the Agreement may be done only after receiving written consent from Arrow ECS for such return including the conditions of such return.

[ Dual Use Goods ]

4.76. Export of Dual Use Goods outside European Union customs area, Intra-Community Transfer and/or Technical Support regarding Dual Use Goods may require meeting additional requirements by the Purchaser and/or the End User and may be subject to a control.The additional requirements may be stipulated by Arrow ECS in the Confirmation of Order acceptance in accordance with item 3.13hereof.The date of Dual Use Goods’ delivery and/or Technical Support’s performance shall be set forth in the Agreement, however under no circumstances shall it be the date earlier than the moment of meeting the additional requirements and conditions provided for in provisions of law.

4.77. Reseller undertakes to take all necessary actions so that the Dual Use Goods reach only and directly the End User and that the Technical Support regarding Dual Use Goods is performed only and directly to the End User.

4.78. The Purchaser undertakes that no change of information whose provision in the Order was necessary shall take place.In the case where such change takes place until the ownership of Dual Use Goods is transferred to the Purchaser or the End User, each time the Purchaser is obliged to provide Arrow ECS with such information immediately (no later than within 7 days from change of information).If performance of the Agreement shall violate the provisions of law or shall require meeting additional requirements by the Purchaser and/or the End User, Arrow ECS is entitled to suspend performance of the Agreement, while the Purchaser’s obligation to pay the price to Arrow ECS and the payment term shall not be affected.

4.79. The Purchaser is aware that above regulations do not exhaust all Purchaser’s obligations related to Dual Use Goods trading arising from provisions of law and undertakes to observe them.By placing an Order the Purchaser declares that the Purchaser and/or the End User have been informed on export restrictions regarding permission to export Dual Use Goods.

5. Final provisions

5.1. GTA and all Agreements concluded hereunder are subject to Polish law.United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement.

5.2. All disputes related to Agreements shall be submitted to resolution to the common court of law with jurisdiction over Arrow ECS registered office.

5.3. During the term of the Agreement the Purchaser is obliged to inform Arrow ECS on each change of Purchaser’s address under pain of considering delivery to the previously specified address as effective.In case of declarations made by e-mail or fax, the Purchaser’s failure to inform Arrow ECS on impossibility to receive the message by the Purchaser under previous e-mail address or fax number shall result in its effective delivery under such address or number.

5.4. Illegality, invalidity or unenforceability of any provisions hereof shall not affect the legality, validity or enforceability of the remaining provisions hereof. The ineffective, invalid or unenforceable provision shall be replaced with the valid provision, which with respect to its business purpose is the most similar to the invalid provision.

5.5. Arrow ECS is entitled to change or supplement this GTA.The changes shall come to effect as of the date of publishing the changed GTA content on Arrow ECS website, while register of GTA changes is maintained at: https://www.arrow.com/globalecs/pl/owu-zmiany/, and includes proper information on particular changes and on date the changes came to effect.In respect of Purchasers with whom Agreements based on previous GTA version have been concluded, changes in GTA shall apply to all Agreements concluded after the date of such change.

5.6. The following attachments constitute an integral part of GTA:

1. a) Attachment No. 1 — Description of Personal Data Processing — Arrow ECS
2. b) Attachment No. 2 — Description of Personal Data Processing — Information Obligation
3. c) Attachment No. 3 — Description of Personal Data Processing — Reseller

ATTACHMENT No. 1 — DESCRIPTION OF PERSONAL DATA PROCESSING — ARROW ECS

ATTACHMENT No. 2 — DESCRIPTION OF PERSONAL DATA PROCESSING — INFORMATION OBLIGATION

ATTACHMENT No. 3 — DESCRIPTION OF PERSONAL DATA PROCESSING — Reseller

https://www.arrowecs.pl/owu-en-change