Protection of personal data

General Terms and Conditions of Sale (GTCS)

Seller: Packprofil sp. z o. o. with its registered office in Kolonowskie, ul. Zakładowa 3, entered into the Register of Entrepreneurs of the National Court Register, maintained by the District Court in Opole, 8th Commercial Division of the National Court Register, under the number: 0000033157, REGON: 530552628, NIP: 7560003799, share capital: PLN 600,000, having the status of a large entrepreneur within the meaning of art. 4c of the Act on Counteracting Excessive Delays in Commercial Transactions of 8 March 2013 (consolidated text: Journal of Laws of 2021, item 424),

Buyer: an entity conducting business activity, placing an order for Goods in connection with and as part of that business activity,

Goods:       cardboard packaging, cardboard profiles, cardboard and other products included in the Seller’s commercial offer,

GTC:               these general terms and conditions of sale.

The GTC are binding on the Seller and the Buyer if they were delivered to the Buyer when concluding the sales agreement for the Goods (hereinafter: Agreement). For the purposes of these GTC, in the absence of a separately concluded sales agreement, an order confirmed by the Seller shall be treated as an Agreement.

The principles proposed by the Buyer , in a manner different than in the confirmed order or the Seller’s offer , on the basis of which the sales contract is to be performed and deviating from those contained in the Agreement or these General Terms and Conditions, shall bind the Seller only if they are expressly confirmed by him in writing under penalty of nullity.

The GTC are binding on the Seller and the Buyer to the extent that is not otherwise regulated in a separate sales agreement. In the event of a discrepancy between the provisions of a separate agreement and the GTC, the provisions of this agreement shall prevail. In the absence of a separate agreement, the Agreement shall be deemed to have been concluded upon delivery to the Buyer of confirmation of the Seller’s acceptance of the order for execution.

The General Terms and Conditions are available on the Seller’s website at www.packprofil.pl

Providing the General Terms and Conditions in this way allows them to be stored and reproduced by the Buyer in the normal course of business.

 I. Orders

1. Delivery and sale are made on the basis of an order placed by the Buyer and confirmation of its acceptance by the Seller. Confirmation of receipt of the order by the Seller does not constitute confirmation of its execution. Lack of confirmation by the Seller does not constitute confirmation of acceptance of the order for execution. Orders may be placed in writing, electronically (e-mail) or by telephone. The Seller confirms acceptance of the order for execution only in writing or electronically.
2. The Seller is obliged to confirm the order within 2 working days. In the event of any differences between the order and the Seller’s confirmation, the Seller’s confirmation is binding on the parties, unless the Buyer raises objections in writing or electronically (e-mail) within 48 hours of the order confirmation.
3. The Seller reserves the right to make changes to the order regarding:

– prices,

– Quantities,

– Packaging method,

– Delivery dates.

4. In the event of placing an order without the Seller having previously issued an offer for the ordered assortment, the Seller will confirm the commercial terms within 3 days of receiving the order or starting its execution. In such a case, the order confirmed in this way is treated as a binding sales contract.
5. The Buyer has the right to cancel the order no later than 48 hours after receiving confirmation, provided that the Seller accepts it in advance.
6. All correspondence in electronic form regarding the subject matter of these General Terms and Conditions should be sent exclusively to the following e-mail addresses of the Seller:

1) info@packprofil.pl

2)…………………………………………

Electronic correspondence sent to addresses other than those indicated above will not bind the Seller and will be treated as ineffective.

II. Offers, samples, price lists

1. Information about the goods offered by the Seller is for informational purposes only, and the patterns and samples provided by the Seller are for illustrative purposes only.
2. Offers submitted by the Seller bind the parties for a period not longer than 3 months or for another period of time, individually specified in writing with the Buyer. The Seller reserves the right to change the offer within 10 days of its submission after informing the Buyer.

III. Order Fulfillment and Delivery of Goods

1. The Goods offered by the Seller are manufactured in accordance with the technical conditions specified in the Seller’s Standards .

The Seller does not guarantee complete uniformity of the color of the paper used during the production of the goods. The Seller reserves the permissible +/- 10% deviation of the weight of the goods. Unless these differences have been agreed otherwise with the Buyer.

Deliveries of Goods in continuous production at the Seller are made within 3 weeks from the date of the Seller’s confirmation of the order, unless the Seller indicates a longer period in the order confirmation. In the case of Buyers with whom long-term agreements have been previously concluded containing a delivery schedule, allowing for planning the supply of materials and raw materials necessary for production, deliveries will be made within 2 weeks from the date of the Seller’s confirmation of a detailed order, unless the Seller indicates a longer period in the order confirmation. In relation to non-standard Goods covered by these agreements, the order should be placed no later than 6 weeks before the planned delivery date, and in the case of repeated patterns, 2 weeks before the planned implementation date. With the prior consent of the Seller expressed in writing or in electronic form (e-mail), this period may be shortened.

The order is binding for the Seller only if it is expressly confirmed by him in writing or electronically (e-mail) under penalty of nullity. The Buyer is solely liable for damages resulting from inaccuracies in the order or its defective preparation.

2. The goods that are the subject of the sales agreement may be delivered to the Buyer in a quantity that differs from the quantity specified in a separate sales agreement or a confirmed order, but the differences should not exceed 10% of the agreed quantity. The Seller shall not bear any negative legal consequences for this. Partial deliveries may be made. Partial deliveries are made on the terms specified in these GTC and/or a separate sales agreement. The Seller is released from the obligation to deliver the Goods to the Buyer until the Buyer has settled in full all liabilities resulting from previous deliveries to the Seller , unless the parties have agreed otherwise.

The order fulfillment date confirmed by the Seller means the date of receipt or delivery of the completed order, depending on the delivery (receipt) conditions applicable in a given case.

3. If the Buyer refuses or fails to collect the Goods manufactured in accordance with his order, confirmed by the Seller , on time , the Seller has the right, at its sole discretion:

• demand performance of the Agreement on the terms specified therein and for reimbursement of the costs of storing the Goods until they are collected by the Buyer . The Buyer bears the sole risk of loss or damage to the Goods;
• withdraw from the Agreement within 40 days from the date of the deadline for collection of the Goods, together with a demand for payment by the Buyer of a contractual penalty in the amount of 20% of the value of the uncollected Goods. The Seller may demand from the Buyer compensation exceeding the amount of the reserved contractual penalty under general principles.

Regardless of the provisions set out in the preceding sentences, the Buyer is obliged to reimburse the Seller for all additional expenses and costs incurred by the Seller as a result of the Buyer’s refusal to accept or failure to accept the Goods on time and to compensate the Seller for any losses and lost profits related to the non-performance or improper performance of the provisions of the Agreement.

The maximum storage period for the Goods may not exceed 7 days. After this period, the Seller will dispose of the Goods and charge the Buyer for their equivalent, the costs of disposal and the amount of lost profit .

4. In the event of a force majeure event preventing the performance of obligations arising from the General Terms and Conditions or the Agreement, the Parties shall be released from liability for non-performance to an extent equal to the impact of these events on the Party in question. The following circumstances beyond the control of the affected Party shall be deemed to be force majeure: unforeseeable crises, delayed deliveries or lack of deliveries by energy or raw material suppliers, difficulties in providing means of transport and other transport difficulties, official regulations, war and war events, natural disasters (flood, fire, earthquake, etc.), as well as actions beyond the control of the Party, i.e. strikes, embargoes, etc. A strike by the employees of the Parties shall not be deemed to be a cause of force majeure. The Parties undertake to exercise due diligence in order to eliminate the effects of force majeure and perform the Agreement as soon as possible. However, the occurrence of a force majeure event shall not release the Buyer from the obligation to pay the Seller for the Goods delivered.

5. By accepting the terms of the General Terms and Conditions, the Buyer undertakes to:

• strictly maintain trade secrets, which should be understood as, in particular, information regarding the content of the order, the organizational structure of the Seller, the principles of financial settlements applicable between the Parties and other issues related to the production and distribution of the Goods made available to the Buyer, but not previously made public.
• refrain from any actions that could negatively impact the Seller’s image,
• to collect the ordered Goods and pay the price on time,
• immediately inform the Seller of any circumstances that have or may have an impact on the proper performance of the contract.

IV. Price

1. Unless the parties agree otherwise in the sales contract, the applicable price is the net price ex Seller’s warehouse. The price includes loading onto the provided means of transport, but does not include transport costs.
2. The price is expressed in EUR or PLN and converted into PLN according to the average NBP exchange rate on the day preceding the invoice issue date.

If the average EUR exchange rate between the date of invoice issue and the date of actual payment changes by more than 3%, then the Seller has the right to charge the Buyer an additional fee in the amount of the product of the price and the exchange rate difference if the exchange rate increases.

V. Payments

1. The terms and conditions of payment, both general and those related to the individual order, will be included in the Agreement between the Seller and the Buyer , who hereby authorizes the Seller to issue VAT invoices without his signature. In the event that the price is not specified in the Agreement, the prices on the day of shipment of the Goods shall apply.
2. The Seller reserves the right to change prices at any time due to any increase in costs, including, but not limited to, any increase in the cost of raw materials or supplies, any increase or imposition of any tax liability, or any change in exchange rates.
3. If the Seller recognises discrepancies between the invoice and the Goods acceptance document, such differences are corrected by means of a corrective invoice.
4. The date of payment is understood as the date on which the funds are credited to the Seller’s bank account specified on the invoice.
5. If the Buyer fails to collect the Goods made to his order on time, the Seller, in accordance with the provisions of points I – IV of the General Terms and Conditions, has the right to issue an invoice and charge the Buyer the equivalent of the Goods, and the Buyer is obliged to pay the amount due.
6. In the event of delay in payment or justified doubts as to the Buyer’s solvency or creditworthiness , the Seller shall – without prejudice to its other rights – be entitled to demand advance payments and/or deposits for deliveries not yet made.
7. In the event of a sale with a deferred payment date, the Seller may request security for payment in the form of a bill of exchange, surety, guarantee or other mutually agreed form. In the event of a delay in payment, the Seller has the right to proceed to collect the debt without an additional demand for payment. The Seller may refrain from collecting the debt from the Buyer if the Buyer presents real security for the debt.
8. The Buyer may offset its receivables against the Seller at any time only with the Seller’s consent, and without the Seller’s consent, offsetting may only occur if these receivables result from the same contract, are undisputed and have been unquestionably acknowledged by the Seller in writing under penalty of nullity, or awarded by a final court decision.

1. Goods sold by the Seller may be delivered by means of transport organized by him or by another means proposed by the Buyer . In the event that transport is organized by the Buyer , he is obliged to agree with the Seller on the date of delivery of the means of transport to the place of loading. Notification of the arrival of the vehicle should take place at least two days before the planned arrival. The notification should include the necessary documents confirming the transport order (e.g.: waybill, goods labels, carrier details). In exceptional cases, it is possible to accept the notification until 3:00 p.m. on the preceding day. The Buyer sending the vehicle to collect the Goods without observing the above notification procedure sends it at his own risk and bears all the consequences resulting from it. In the case of transport carried out by the Seller, the Buyer’s declaration of readiness to accept the delivery should be submitted to the Seller in writing at least 48 hours before the agreed delivery date. The Buyer’s failure to provide a declaration does not release him from the obligation to accept the delivery on the date previously provided by the Seller.
2. Subject to paragraph 3 below, the moment of performance of the sales contract is deemed to be the moment of issuing the Goods from the Seller’s warehouse and loading them onto the means of transport chosen by the Buyer or, in the event that the Goods are issued ex works or loco Seller’s warehouse , the moment the Buyer receives the Seller’s declaration of readiness to issue the Goods.
3. If the Goods are transported using a means of transport organised by the Seller, the Goods are released upon provision of the means of transport to the Buyer for unloading and upon handing over to the Buyer the documents relating to the shipment.
4. Upon delivery of the Goods in the manner specified in paragraph 2 or 3 above, the benefits and burdens associated with the delivered Goods and the risk of their accidental loss or damage are transferred to the Buyer.
5. The organization of unloading is the responsibility of the Buyer. The Buyer is obliged to unload the entire delivered Goods within 2 hours from the moment the means of transport for unloading is presented to the Buyer.
6. In the event of a delay in unloading, the Buyer is obligated to pay the Seller a contractual penalty of PLN 200 net for each commenced hour of delay. The Seller may demand compensation from the Buyer exceeding the amount of the reserved contractual penalty under general principles.
7. The Buyer is solely responsible for any damage to the Goods incurred during unloading.

VII. Packaging

1. The Goods sold will be packed in accordance with the requirements and technical conditions (standards) of the Seller and, in special cases, according to the agreements made by the Parties .
2. Transport packaging in the form of pallets is sold to the Buyer . Their price is invoiced separately, unless, in accordance with the Parties’ agreements, it is included in the price of the Goods.
3. Transport packaging is subject to qualitative and quantitative acceptance by the Seller and to complaint proceedings within the meaning of the provisions of the Civil Code.

VIII. Rules for use and storage of Goods.

1. The properties of the Goods, resulting from the materials used to manufacture them, make them sensitive to atmospheric factors, in particular humidity or low temperature. Therefore, the Goods must be stored in accordance with the following conditions during storage or transport, under penalty of rejection of the complaint:

• – Goods should be stored in well-ventilated and dry rooms where the air temperature is in the range of 5-30°C and relative humidity is in the range of 30-70%,
• – it is prohibited to cause sudden changes in temperature and humidity in storage rooms,
• – Goods must not stand directly on the floor, but only on pallets or platforms with a dry and clean surface,
• – The Goods must be protected against atmospheric precipitation such as rain, snow and prevent the formation of condensation of water inside the packed pallet due to moisture; the possibility of splashing the Goods with water, snow, etc. must be excluded.

2. The Goods are intended for single use in accordance with their intended purpose and should be used within 6 months from the date of their delivery to the Buyer. This reservation does not exclude the possible reuse of the Goods, but at the sole risk of the user.

IX. Warranty for defects. Complaints

1. The Buyer is obliged to examine the Goods immediately after their delivery, in particular checking the compliance of the delivered Goods with the order, as well as the quantity and quality of the Goods.
2. Due to the characteristics and properties of the Goods and their intended use, the Seller’s liability under warranty for defects is excluded, with the exception of liability within the limits set out in the provisions below.
3. Quantity and quality complaints regarding the Goods shall be reported in writing or electronically (e-mail) to the Seller immediately after the Goods are issued to the Buyer , but no later than: a) on the day of issuing the Goods to the Buyer in the event of quantity shortages in collective packaging or visible damage or defects in the Goods, and the complaint in this respect should be filed with the consignment note or, in the absence of a consignment note, with another document confirming receipt of the Goods, b) within one business day from the day of issuing the Goods to the Buyer in the event of quantity shortages in the Goods, c) within 90 days from the day of issuing the Goods to the Buyer in the event of hidden defects, under penalty of losing all rights by the Buyer resulting from defects in the Goods or quantity shortages in the Goods.
4. In the case referred to in paragraph 3 letter a) above, the Buyer is obliged to draw up a complaint protocol with the participation of the Seller’s representative or the driver transporting the Goods to the Buyer – and in the event of defective Goods, also make appropriate photographic documentation in this respect – and send this protocol and any photographic documentation immediately to the Seller.
5. The complaint must include: the designation of the Goods and the delivery from which they come, as well as a description of the defects supported by a protocol and appropriate photographic documentation.
6. Failure of the Buyer to meet the conditions described in paragraphs 3 and 4 above authorizes the Seller to reject the complaint. Complaints regarding sold Goods will be considered after their correct documentation by the Buyer . In the event that the Buyer finds quality defects in the Goods or lacks the declared quantity, he is obliged to present the control tag from the pallet from which the sample was taken for inspection, photos of the Goods subject to complaint, and in the complaint protocol provide the production date of the disputed batch, the pallet number, the identification number of the controller and packer. The Buyer is also obliged to keep the control tags from all other packages relating to the complained batch. The Seller is obliged to consider the Buyer’s complaint within 30 days from the date of its submission at the latest or longer after prior arrangement with the customer. The Seller is not liable for defects in the Goods arising during transport or mechanical damage caused during unloading of the Goods in the Buyer’s warehouse or in a place indicated by him.
7. In the event of a complaint being refused, the Seller is obliged to inform the Buyer of this, stating the reasons for refusing to accept the complaint. The response should be sent to the Buyer by registered mail, fax or e-mail.
8. In the event that the Buyer does not agree with the Seller’s resolution of the quality complaint , the Parties agree to have the complaint resolved (in terms of the existence of the defect, its nature, scope of occurrence, cause and impact on the utility value of the Goods) by an independent expert – SGS, whose decision will be binding on the Parties. The cost of the expertise is borne by the Buyer regardless of the opinion issued by the appointed expert.
9. An accepted complaint may be settled only by reducing the price or by exchanging the defective Goods for those free from defects. In the event that the complaint is settled by the Seller exchanging the defective Goods for those free from defects, this exchange shall take place within 14 days from the date of acceptance of the complaint , unless the Parties agree on another deadline.
10. The Seller is responsible only for delivering the Goods made in accordance with the specification contained in the Buyer ‘s order confirmed by the Seller . Any damage resulting from improper storage, transport, filling, closing, heat treatment, storage or further processing affecting the properties of the Goods shall be borne by the Buyer .
11. The Buyer, each time ordering the Seller to mark the Goods with a print, ensures that he/she has the copyright property rights to the print and the rights from the registration of trademarks covered by this print to the extent authorizing him/her to order the Seller to mark the Goods with such a print. In the event of a third party filing claims related to the marking of the Goods with the print established by the Buyer , the Buyer releases the Seller from any liability for third party claims and undertakes to return to the Seller all amounts that the Seller will be obliged to pay to third parties under a final court judgment.

X. Final Provisions

The Seller’s liability for non-performance or improper performance of the Agreement and under the warranty for defects will always be limited to the value of the defective Goods .

If the delivered Goods bear the Seller’s trademark or name and the Goods are to be repackaged, processed or combined with other Goods, creating in the Seller’s opinion an unfavourable image of the Seller , the trademark (name) may be placed on such repackaged, processed or combined with other Goods only if the Buyer obtains the express consent of the person entitled to such trademark (name), expressed in writing under penalty of nullity. Otherwise, the Seller’s trademark or name may not be placed on the Goods.

The Buyer consents to the Seller using the Goods with its trademark or name solely for the purposes of promoting and advertising the Seller’s Goods .

Without the consent of the Parties expressed in writing under pain of nullity, no change in the content of the order is valid, except for the case regulated in point III paragraph 2.

The person signing the order on behalf of the Buyer is authorized to conclude a contract for the purchase of Goods and to assume obligations in connection therewith.

In the event that any provision of the GTC is or becomes invalid or ineffective, this shall not affect the validity or effectiveness of the remaining provisions of the GTC. In such a case, the Parties shall be obliged to replace the ineffective or invalid provisions of the GTC with provisions that, in their content, will most closely correspond to the intended purposes of the GTC.

The provisions of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (Journal of Laws of 1997, No. 45, item 286, as amended) shall not apply to the Agreements.

In matters not regulated by the General Terms and Conditions, the provisions of Polish law shall apply.

These General Terms and Conditions do not apply to contracts with consumers.

XI. Dispute Resolution

Any disputes that may arise concerning the validity of the Agreement concluded by the parties, or the General Terms and Conditions of Sale or their content, as well as those related to the non-performance or improper performance of the Agreement, shall be resolved in the first instance amicably.

The proceedings are initiated by a written request for an amicable settlement of the dispute by one of the Parties, sent by registered mail with acknowledgment of receipt. In the request, the Party shall include its claim and proposals for an amicable settlement of the dispute. In the event of failure to reach an agreement within 14 days from the date of sending the request by registered mail to the other Party, each Party shall be entitled to bring the case to be decided by the exclusively competent Polish common court with jurisdiction over the Seller’s registered office .

Kolonowskie 17.05.2021

These GTC are effective from: 01.06.2021