ogólne warunki sprzedaży (EN)

GENERAL TERMS AND CONDITIONS OF SALE

Valid from September 20, 2018.

1.       General rules

1.1    These "General Terms and Conditions of Sale" (hereinafter referred to as GTCS, in the abbreviated form) refer to the products included in the commercial offer of ZPHU "SŁAWPOL" Sławomir Kalinowski. GTCS constitute a full and exclusive specification of the terms of sale in the Contract concluded by the Purchaser by placing an order for delivery of products and its confirmation by ZPHU "SŁAWPOL" Sławomir Kalinowski, and they form an integral part of this Contract.

1.2     GTCS shall be deemed accepted at the moment the Orderer receives the order confirmation. Any additional or different terms of sale and other arrangements shall be binding only to the extent that they are accepted by the Supplier in writing.

1.3     In matters not covered by these terms and conditions, the provisions of the Polish Civil Code shall apply, and the settlement of disputes shall be referred to the Common Court competent for the seat of ZPHU "SŁAWPOL" Sławomir Kalinowski.

2.    Placing the order and its confirmation

2.1     The Orderer shall receive a commercial offer from the Supplier before the order is placed, and if necessary, the technical specification of the product together with the General Terms and Conditions of Sale.

2.2     The Orderer shall receive in writing (by mail, fax, e-mail) the reply to the inquiry on the possibility of delivery and on the price of products, which cannot be deemed as the conclusion of the sales contract.

2.3  Product prices are agreed with recipients depending on the quantity of products ordered by them, payment terms, additional technical requirements and transport conditions. These prices shall not include VAT, customs fees and other mandatory fees.

2.4    In order to conclude a sales contract, the Orderer shall place an order in writing, which, however, shall not be binding until its confirmation.

2.5     Confirmation of receipt of the order by the Supplier shall specify in writing and with regard to both parties, subject and conditions of performance of the Contract, based on the technical specification of the product and the General Terms and Conditions of Sale.

2.6   Cancellation of the confirmed order by the Orderer shall be allowed only in exceptional circumstances, after prior determination of order’s cancellation conditions with the Supplier in writing. In the case of full or partial withdrawal/cancellation of a confirmed order, the Orderer may be charged and obliged by the Supplier to cover the costs related to the completion and cancellation of this order.

2.7  The Supplier shall reserve the right to deliver Goods manufactured by itself or analogous ones, manufactured by other entities.

3.    Completion of deliveries and making reservations at the moment of receipt of delivery.

3.1 The delivery date specified in the Contract shall be instructional and shall oblige the Supplier to make efforts to perform the service within this period or within the period possibly similar to it. In the event that delivery dates are not specified, it shall be performed in accordance with the Supplier's ability and availability of the Goods. If, after the conclusion of the Contract, it turns out that implementation of the Contract within the prescribed period is impossible or hindered, the Supplier shall be obliged to immediately notify the Orderer and indicate a new date of performance. In this case, the Orderer shall be entitled to withdraw from the Contract within 7 days from the date of notification delivery to the Orderer .

    Deliveries of goods shall be performed in the form of secured pallet cargo, along with the shipment specification.

3.2 If delivery is delayed due to events beyond ZPHU "SŁAWPOL" Sławomir Kalinowski’s control — force majeure such as: fire, flood, strikes, roadblocks, road accidents, power cuts, etc., the delivery period shall be extended accordingly.

3.3  Deliveries may be discontinued or suspended without the Supplier's responsibility if the Orderer becomes subject to insolvency proceedings (including composition), the declaration of insolvency or if there is a risk of seizure or assignment of payment to the Orderer’s creditors, or if the Orderer is in arrears with payments to ZPHU "SŁAWPOL" Sławomir Kalinowski.

3.4 In terms of weight/quantity parameters, the following tolerances are accepted, unless the parties agreed otherwise: orders below 500 kg (quantity converted into kg) +/- 20%, orders from 500 kg to 1500 kg (quantity converted to kg) ) +/- 10%, orders over 1500 kg (quantity converted into kg) +/- 5%.

3.5 The quantitative and qualitative reservations concerning the delivery at the time of its receipt by an authorized representative of the Orderer may concern:

- visible mechanical damages, soils or wetting of cargo,

- non-conformity of delivery with the specification - type of product and/or quantity of bulk containers.

In this case, the Orderer should immediately enter the reservations to the shipment specification or transport document, and it shall have the right to refuse to accept part or all of the delivery. The entry should identify the supplier and pallet unit concerned.

3.6    Unless the parties have agreed otherwise, the Orderer shall be obliged to collect the goods or accept them immediately, no later than within 14 working days after being notified of its availability in Seller's warehouses. In the event of a delay in delivery, the Orderer may be charged with storage costs in the amount of 1% of the value of the sale of uncollected goods for each day of storage. The amount accrued on this account must not exceed 10% of the value of sales of uncollected goods. Each partial delivery shall be deemed a separate transaction, and it may be invoiced separately by the Supplier. If the delay in receipt of goods exceeds 2 weeks or if the Orderer refuses to accept the goods, the rule specified in point 2.6 shall oblige the Orderer to bear costs incurred on account of cancellation of the order.

4. Product imprints 

4.1 Product imprints are performed in accordance with the flexographic printing standard on the basis of a PDF file or cromaline film approved by the Orderer, made by the company performing reproduction for the Supplier.

4.2 The Orderer may be present when approving the flexographic printing pattern, which will form the basis for qualitative acceptance (assessment of conformity of imprint) of the whole batch, but it may delegate approval of the pattern to the Supplier.

4.3     The Orderer shall be responsible for the content and graphics included.

4.4  The Orderer shall be responsible for content and third-party logos and graphics used (at the request of the Supplier, it should show it valid authorizations for use from Owners of third-party trademarks).

4.5     The Orderer shall provide a graphic design, including accurate graphics layout in the form of electronic record, in accordance with the Supplier's Technical Specification. If the graphic design is not prepared in a way that enables the proper commencement of production, the Orderer shall be obliged to provide materials and other content enabling completion of the project.

4.6 In the case of orders for materials with a new graphic design, the Orderer shall provide all information allowing to determine the appearance, colour scheme and target quality of the product. Under agreed commercial terms, the Supplier may, upon request, manufacture a test batch of the product. The Orderer shall guarantee that it is entitled to use the materials provided (photos, drawings, designs, trademarks, etc.), therefore no third party will raise claims against the Supplier on infringement of intellectual property rights.

4.7    In the case of printed products, the guarantee of reproduction of the colour scheme specified in the graphic file is technologically limited due to the use of flexographic technique. The exact reproduction of the colour scheme on the basis of the imprint rendered by the Orderer, made by another manufacturer, may also not be possible due to the nature of substrates and graphic inks used by the Seller during the production.

         The colour deviations found by the Orderer cannot be the basis for a quality claim in this situation. The colour uniformity requirements shall be met by the Supplier within the scope of one batch.

4.8  The costs related to design changes and the purchase of matrixes, unless otherwise agreed, shall be entirely covered by the Orderer.

4.9    All methods of converting (e.g. coating) performed at the request of the Orderer cannot be the basis for claims in relation to the final film parameters, i.e. sealing, gluing, coefficient of friction. Such practices must always be preceded by appropriate tests at the site of the final customer, which must be confirmed by a report.

5. Claims

5.1     Claims may relate to:

- non-conformity of quality features of the product with the technical specification,

- quantitative irregularities in bulk containers

5.2 The condition for making a claim by the Orderer is submission of a Certificate of Delivery (delivery note or specification of delivery) and labels of affected rolls, and providing evidence for the reported non-conformity in the form of photos, videos and samples with the defect claimed. In the absence of the above documents and evidence, as well as in case of making a claim after expiration of the warranty period, claims shall not be handled.

5.3 The basis for handling the claim is the technical specification of the product, which is confirmed by the Supplier and the Purchaser. Otherwise, deviations included in Polish Standards shall be binding.

5.4   Quality, quantity and legal claims should be made within 7 days from the date of detection of non-compliances, but not later than three months from the date of acceptance of the ordered goods, unless the technical conditions define otherwise. After this period, the Purchaser loses all rights arising out of the claim.

5.5 Claims should be reported in writing within the period, with specification of the type of affected product, the thickness, quantity and a description of the defect detected or processing problems.

5.6 The term for handling claims – 14 days from submission of evidence presented in point 4.2

5.7  Submission of the claim shall not entitle the claimant to withhold a payment for the ordered goods.

5.8 Claims shall not be accepted if incorrect storage or incorrect use of the delivery item is found.

5.9 The claimed goods cannot be returned by the Orderer without prior written consent of ZPHU "SŁAWPOL" Sławomir Kalinowski.

5.10  In the case of quality defects, the Supplier shall be liable only to the actual net value of defective, unprocessed Goods.

5.11   If hidden defects are found (which negatively affect further processing of film - printing, laminating, etc.), the Orderer shall be obliged to discontinue processing of film and immediately inform the Supplier in writing. The Supplier shall be responsible only for the cost of the first two processed rolls, but not more than 200 kg.  

5.12   The Orderer shall be responsible for consequences of independent implementation of the product provided by the Supplier. If the Supplier does not participate in an industrial implementation project using the Supplier's products, and it has not been informed about the results of tests, the Orderer shall assume legal and financial liability for the consequences of any damages and claims on account of authorization of the Supplier's products for any use, and it shall be obliged to make a timely payment of the full price for the purchase of Supplier's products.

5.13  In each case, claims and other damage claims shall be limited to the value of the delivery item.

5.14  ZPHU "SŁAWPOL" Sławomir Kalinowski shall not be responsible for lost profits, indirect and consequential losses, and damages resulting from the cessation of production.

6. Transfer of ownership

             Regardless of the delivery made, the right to ownership of goods shall not be transferred to the Purchaser until full payment for goods is made by the Purchaser, along with payments of other amounts due to the Seller.

7.       Terms of payment

7.1.  Payment for the Goods shall be made by the Orderer in accordance with the agreed date of payment indicated in the written confirmation of receipt of the Order or in the Contract, whereas the Orderer shall not be entitled to perform the set-off of the counterclaim available from the Supplier from the claim for payment for Goods, in particular to perform the set-off of the claim related to the reported claim, handling of which constitutes a separate procedure and is subject to separate settlements.

7.2 Payments shall be made on dates set out and indicated on the sales invoice. If the payment is delayed in relation to the agreed date, ZPHU "SŁAWPOL" Sławomir Kalinowski shall have the right to charge statutory interest without prior notice.

7.3   Unless the Contract provides otherwise, all payments should be made via wire transfer to the bank account of ZPHU "SŁAWPOL" Sławomir Kalinowski, which is provided in the invoice, without any deductions, fees or transfer costs. Suspension or deduction of part of the payment due to the claims of the Purchaser shall be allowed only in cases, where these claims have been acknowledged by ZPHU "SŁAWPOL" Sławomir Kalinowski. Making deductions to receivables of ZPHU "SŁAWPOL" Sławomir Kalinowski shall each time require the consent of the company above.

8.       PROTECTION OF PERSONAL DATA

8.1    The Supplier shall declare that it is a controller of personal data within the meaning of Article 4 point 7 - Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Act), hereinafter referred to as GDPR.

8.2    The Orderer’s personal data shall be processed on the basis of Article 6 para. 1 point b of GDPR (data processing is necessary for performance of the Contract, to which the Orderer is a party, or for taking actions that are necessary before its conclusion) and/or Article 6 para. 1 point f of GDPR (legitimate interests pursued by the Supplier - you have a right to object at any time - for reasons related to your individual situation - to the processing of your data pursuant to that basis).

8.3  Providing personal data is voluntary, but failure to its submission shall result in the inability to conclude the Contract.

8.4    The recipients of your data will be entities providing services for the Controller, including: IT, legal, advisory, audit, financial and accounting services, as well as services related to claim recovery and transport.

8.5  The Orderer shall have the right to access its personal data, right of data rectification, erasure, limitation of processing, data portability, the right to object to the processing and the right to lodge a complaint to the President of the Office for Personal Data Protection.

8.6  The data necessary for the performance of the Contract provided by the Orderer shall be kept for a period resulting from the applicable laws, including within the scope of limitation of claims.

8.7 Please be informed that personal data will not be transferred to a third country/international organization, and that it will not be processed by automatic means. They also will not be used for profiling purposes.

9. Final provisions

All information and documents regarding the Contract and its performance shall constitute a trade secret of ZPHU “SŁAWPOL” Sławomir Kalinowski, and it cannot be disclosed to third parties without its written consent or otherwise used by the Orderer. This also applies to information the Orderer learned about on and in relation to conclusion and performance of the Contract.

Any disputes in any way resulting from General Terms and Conditions and any Contract shall be settled by the Polish common court, competent for the seat of the Supplier.