GENERAL TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS OF SALE

 

 

Seller: Packprofil sp. z o.o. with registered office in Kolonowskie, ul. Zakładowa 3, entered into the Register of Entrepreneurs of the National Court Register, kept by the District Court in Opole, 8th Commercial Division of the National Court Register, under number: 0000033157, REGON (Polish Business Registry Number): 530552628, NIP (Tax Identification Number): 7560003799, share capital: PLN 600,000.00, having a status of a large enterprise within the meaning of art. 4c of the Act of 8 March 2013 on preventing excessive delays in commercial transactions (consolidated text: Dz. U. /Journal of Laws 2021/, item 424),

Buyer: a business person who places a purchase order for Goods in connection with and as part of that business,

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

General Germs and Conditions of Sale (GTCS):                these GTCS.

 

The GTCS bind the Seller and the Buyer if they have been provided to the Buyer upon conclusion of the contract for sale of Goods (hereinafter: the Contract). For the purposes of these GTCS, in the absence of a separately concluded sales contract, a purchase order confirmed by the Seller shall be treated as Contract.

 

The principles put forward by the Buyer in a manner different from the confirmed purchase order or Seller's offer, on which the sales contract would be executed, and differing from those included in the Contract or these GTCS shall be binding on the Seller only if they have been expressly confirmed by him in writing under pain of nullity.

 

The GTCS bind the Seller and the Buyer in the scope not regulated otherwise in a separate sales contract. In case of discrepancies between the provisions of a separate Contract and GTCS, the provisions of this Contract shall prevail. In the absence of separate contract, the Contract shall be deemed concluded upon delivery of Seller's confirmation of acceptance of the purchase order for execution to the Buyer.

 

GTCS are available on Seller's website at www.packprofil.pl.

Making the GTCS available in this manner allows for their storage and reproduction by the Buyer in the ordinary course of activities.

 

  1. Purchase Orders

 

  1. Delivery and sale take place on the basis of a purchase order placed by the Buyer and confirmation of its acceptance by the Seller. Confirmation of receipt of a purchase order by the Seller does not constitute confirmation of its execution. The absence of confirmation by the Seller does not constitute confirmation of acceptance of the purchase order for execution. Purchase Orders can be placed in writing, electronically (email) or by telephone. The Seller shall only confirm acceptance of a purchase order in writing or electronically.

 

  1. The Seller is obliged to confirm the purchase order within 2 working days.

In the event of any discrepancies between purchase order and Seller's confirmation, Seller's confirmation shall be binding for the parties unless Buyer raises objections in writing or by e-mail within 48 hours of the purchase order confirmation.

 

  1. The Seller reserves the right to make changes to the purchase order concerning:

– prices,

- quantities,

- packaging methods,

- delivery dates.

 

  1. In the case of placing a purchase order without a prior offer by the Seller for the ordered product range, the Seller will, within 3 days of receiving the purchase order or the start of its execution, confirm the terms and conditions. The purchase order so confirmed shall then be treated as a binding contract of sale.

 

  1. The Buyer has the right to cancel the purchase order no later than 48 hours after receiving the confirmation, provided that the Seller accepts this in advance.

 

  1. Any correspondence in electronic form concerning the subject matter of these GTCS should be sent only to the following e-mail addresses of the Seller:

1) This email address is being protected from spambots. You need JavaScript enabled to view it.

2)………………………………………  

Electronic correspondence sent to email addresses other than those indicated above shall not be binding upon the Seller and shall be treated as ineffective.

 

 

 

  1. Offers, templates, price lists

 

  1. Information about Goods offered by the Seller is for information purposes only, samples and templates provided by the Seller are for illustrative purposes only.

 

  1. Offers made by the Seller will be binding for a period of no longer than 3 months or for another period individually determined in writing with the Buyer. The Seller reserves the right to amend the offer within 10 days of its submission after informing the Buyer in advance.

 

III. Order processing and delivery of goods

 

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

 

The Seller does not guarantee total uniformity of the colour of paper used in the manufacture of goods. The Seller reserves the right to +/- 10% deviation of the weight of the goods. Unless otherwise agreed with the Buyer.

 

Deliveries of Goods being in continuous production at the Seller's are realized within 3 weeks from the date of confirmation of the purchase order by the Seller, unless the Seller indicates a longer term in the purchase order confirmation. In the case of Buyers with whom long-term contracts have previously been concluded which include a delivery schedule allowing for the planning of supplies of materials and raw materials necessary for production, deliveries shall be made within 2 weeks from the date of confirmation of a detailed purchase order by the Seller, unless the Seller specifies a longer period in the purchase order confirmation. In the case of non-standard goods covered by these contracts, the purchase order shall be placed at least 6 weeks before the planned delivery date and, in the case of recurring designs, 2 weeks before the planned delivery date. With the prior written or electronic (e-mail) consent of the Seller, this period may be shortened.

 

A purchase order shall only be binding for the Seller if it is expressly confirmed by them in writing or by electronic means (e-mail) under pain of nullity. The Buyer shall be solely liable for damage resulting from inaccurate or faulty purchase orders.

 

  1. Goods subject to a contract of sale may be delivered to the Buyer in quantities differing from those specified in a separate contract of sale or a confirmed purchase order, but the differences should not exceed 10% of the agreed quantity. The Seller shall not suffer any negative legal consequences on this account. Partial deliveries may be made. Partial deliveries are executed on the principles defined in these GTCS and/or a separate sales contract. The Seller shall be relieved from the obligation to deliver Goods to the Buyer until Buyer has paid in full all amounts due to the Seller resulting from previous deliveries, unless the Parties have agreed otherwise.

 

Purchase order completion date, confirmed by the Seller stands for the collection or delivery date of the executed purchase order, made in accordance with the delivery terms applicable in each case.

 

  1. If the Buyer refuses or fails to collect delivery of Goods manufactured in accordance with the purchase order confirmed by the Seller on time. At his own discretion, the Seller shall have the right to:

 

  1. require execution of Contract on the terms and conditions set out therein and to reimburse the costs of storing Goods until they are collected by the Buyer. The Buyer shall bear the sole risk of loss of or damage to the Goods;
  2. withdraw from Contract within 40 days from the deadline for acceptance of Goods with a request for the Buyer to pay a contractual penalty of 20% of the value of Goods not accepted. The Seller may demand compensation exceeding the amount of the reserved contractual penalty on general terms from the Buyer.

 

Notwithstanding the provisions of the preceding sentences, the Buyer shall be obliged to reimburse to the Seller all additional expenses and costs incurred by the Seller as a result of refusal to collect or failure to collect the Goods by the Buyer on time, as well as compensate the Seller for all losses and lost profits related to non-execution or improper execution of Contract's provisions.

 

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

 

  1. In the event of force majeure preventing the execution of obligations under GTCS or Contract, the Parties shall be released from liability for its non-execution to the extent equal to the impact of such events on a given Party. Force majeure shall be understood as the following circumstances not caused by the affected Party: unforeseen crises, delayed deliveries or lack of deliveries by energy or raw material vendors, difficulties in providing means of transport and other transport difficulties, official regulations, war and warlike events, natural disasters (flood, fire, earthquake, etc.) as well as actions beyond the control of the Party, i.e.: strikes, embargoes, etc. Translated with www.DeepL.com/Translator (free version) A strike by Parties' personnel shall not be considered as force majeure. The Parties undertake to use their best diligence to remove the consequences of force majeure and to execute the Contract as soon as possible. The occurrence of an event of force majeure shall not, however, release the Buyer from the obligation to pay the Seller for the Goods delivered.

 

  1. By accepting GTCS, the Buyer undertakes to:

 

  1. to keep strictly the trade secret, which is understood in particular as information concerning the content of the purchase order, organisational structure of the Seller, principles of financial billings binding the Parties and other issues connected with production and distribution of the Goods made available to the Buyer, not previously made public.

 

  1. refrain from any action that could negatively affect Seller's image,

 

  1. to collect Goods ordered and to pay the price on time,

 

  1. immediately inform the Seller of any circumstances which have or may have an impact on the proper execution of contract.

 

 

  1. Price

 

  1. Unless otherwise agreed by the parties in the sales contract, the applicable price is the ex Seller's warehouse net price The price includes loading on a supplied means of transport, but does not include transport costs.

 

  1. The price is expressed in EUR or PLN and converted into PLN according to the average exchange rate of the National Bank of Poland on the day preceding the invoice date.

If the average EUR exchange rate changes by more than 3% between the date of an invoice and the date of actual payment, the Seller is entitled to charge the Buyer a surcharge equal to the price multiplied by the exchange rate difference, if the exchange rate increases.

  1. Payments

 

  1. Payment terms and conditions, both general and per purchase order, shall be included in Contract between the Seller and the Buyer, who hereby authorises the Seller to issue VAT invoices without his signature. If the price is not specified in the Contract, the prices as at the date of dispatch of Goods shall apply.

 

  1. The Seller retains the right to change prices at any time due to increases in costs, including, but not limited to, increases in the cost of raw materials or supplies, increases or imposition of any tax obligation, or changes in currency exchange rates.

 

  1. In the case of inconsistencies between the invoice and the document of acceptance of the Goods recognised by the Seller, the differences shall be corrected by means of an adjustment invoice.

 

  1. The date of payment shall be understood as the date of receipt of funds into the Seller's bank account specified in the invoice.

 

  1. If the Buyer fails to collect the Goods made to his purchase order on time, the Seller (in accordance with the provisions of points I - IV of GTCS) has the right to issue an invoice and charge the Buyer with an equivalent amount for the Goods, and the Buyer is obliged to pay the amount due.

 

  1. In the event of a delay in payment or justified doubts regarding the solvency or creditworthiness of the Buyer, the seller shall - without prejudice to his other rights - have the right to demand advance payments and/or down payments for deliveries not yet made.

 

  1. In the case of a sale with a deferred payment date, the Seller may request payment guarantee in the form of a bill of exchange, surety, guarantee or other form mutually agreed. If a delay in payment arises, the Seller shall be entitled to proceed to enforcement of the debt without further notice of default. The seller may refrain from enforcing the debt to the Buyer if the Buyer presents a real security for the debt.

 

  1. The Buyer may at any time deduct their liabilities owed to the Seller only with their consent. Such deduction can be made without the Seller's consent only if the liabilities result from the same contract, are undisputed and were unequivocally accepted by the Seller in writing unless null and void or awarded by a final court decision.
  2. Transport and unloading of the Goods

 

  1. The Goods sold by the Seller may be delivered by a means of transport organised by the Seller or another means of transport proposed by the Buyer. If transport is organised by the Buyer, they shall agree with the Seller the date on which the means of transport will be made available in the place of loading. The arrival of the car shall be notified at least two days before the planned date of arrival. The notification shall include all necessary documents confirming the transport order (e.g. waybill, cargo labels, carrier's data). In exceptional cases, the notification can be provided by 3 p.m. on the day preceding the arrival. If the Buyer sends a car to collect the Goods without applying the notification procedure specified above, the Buyer shall send it at their own risk and shall bear all consequences resulting therefrom. If transport is provided by the Seller, the Buyer's statement of readiness to accept the delivery shall be submitted to the Seller in writing at least 48 hours before the agreed delivery date. Failure of the Buyer to submit the statement shall not release them from the obligation to accept the delivery on the date specified earlier by the Seller.

 

  1. Pursuant to sec. 3 above, the sales contract shall be deemed performed when the Goods are released from the Seller's warehouse and loaded onto the means of transport specified by the Buyer or in the case when the Goods are released ex works or ex Seller's warehouse and the Buyer receives the Seller's statement of readiness to release the Goods.

 

  1. If the Goods are transported using the means of transport organised by the Seller, the Goods shall be released when the means of transport is made available to the Buyer for unloading and when the shipping documents are given to the Buyer.

 

  1. Once the Goods are released as specified in sec. 2 and 3 above, the benefits and burdens related to the released Goods and the risk of their accidental loss or damage shall be transferred to the Buyer.

 

  1. Unloading shall be organised by the Buyer. The Buyer shall unload the Goods delivered to them completely within 2 hours from the moment of making the means of transport for unloading available to the Buyer.

 

  1. If the unloading of the Goods is delayed, the Buyer shall pay the Seller a contractual penalty in the amount of PLN 200 net for each started hour of delay. The Seller may demand compensation exceeding the amount of the reserved contractual penalty on general terms from the Buyer.

 

  1. The Buyer shall be solely liable for any damage to the Goods caused during unloading.

 

 

VII. Packaging

  1. The Goods to be sold shall be packaged in accordance with the technical requirements and conditions (standards) of the Seller or as agreed by the Parties in special cases.

 

  1. Transport packaging in the form of pallets shall be sold to the Buyer. Their price is invoiced separately unless the Parties agree that it is included in the price for the Goods.

 

  1. Transport packaging shall be subject to quality and quantity acceptance by the Seller as well as to the complaint procedure within the meaning of the Civil Code.

 

 

VIII. Rules for use and storage of the Goods.

 

  1. The properties of the Goods, resulting from the materials used for their production, make them sensitive to atmospheric conditions, in particular to humidity or low temperature. With regard to the above, the Goods shall be stored or transported in accordance with the following conditions or the complaint shall not be considered:

- Goods shall be stored in well-ventilated and dry areas with air temperature between 5-30°C and the relative humidity between 30-70%,

- it is prohibited to cause abrupt changes in temperature and humidity in a warehouse,

- Goods must not be placed directly on the floor, but on pallets or platforms with a dry and clean surface,

- Goods shall be protected from precipitation such as rain, snow and the formation of condensation inside the packed pallet due to moisture; the possibility of the Goods being splashed with water, snow etc. shall be excluded.

 

  1. The Goods are intended for single use for their intended purpose and shall be used within 6 months of their delivery to the Buyer. This reservation does not exclude possible re-use of the Goods at the sole risk of the user.

 

  1. Implied warranty for defects. Complaints

 

  1. The Buyer shall be obliged to examine the Goods immediately after their delivery, in particular to verify compliance of the delivered Goods with the purchase order, as well as quantity and quality of the Goods.

 

  1. Due to the characteristics and properties of the Goods and their intended use, the Seller's liability under warranty for defects shall be excluded, except for the liability within the limits set forth below.

 

  1. Quantity and quality complaints shall be reported in writing or in the electronic form (email) to the Seller immediately after the delivery of the Goods to the Buyer, however, no later than:
  2. a) at the date of delivery of the Goods to the Buyer in the event of quantitative shortages as regards collective packaging or visible damage or defects in the Goods, whereas a complaint in this respect shall be made on the basis of the waybill, or in the absence of the waybill to another document confirming receipt of the Goods,
  3. b) within one working day from the date of delivery of the Goods to the Buyer in case of quantitative shortages of the Goods,
  4. c) within 30 days from the date of delivery of the Goods to the Buyer in case of latent defects in the Goods,

under pain of losing the rights granted to the Buyer in the case of defects in the Goods or quantitative shortages in the Goods.

 

  1. In the case referred to in sec. 3 a) above, the Buyer shall be obliged to write minutes on the subject of complaint with participation of a Seller Account Representative or the driver performing transport of the Goods to the Buyer - and in the case of defective Goods also to prepare relevant photographic documentation in this scope - and to send such minutes and possible photographic documentation immediately to the Seller.

 

  1. The complaint shall contain:
    1. identification of the Goods and the delivery from which they came,
    2. description of the defects with a protocol and appropriate photo documentation.

 

  1. Failure of the Buyer to meet the requirements specified in sec. 3 and 4 above shall entitle the Seller to reject the complaint. Complaints relating to the sold Goods shall be investigated once they are properly documented by the Buyer. If the Buyer finds quality defects in the Goods or the declared quantity of the Goods is smaller, when lodging the complaint, the Buyer shall be obliged to present the control tag from the pallet from which the sample for inspection was taken, photos of the Goods under complaint and specify the production date of the batch under complaint, pallet number and identification number of the inspector and packer in the complaint protocol. The Buyer shall also keep control tags of any other packages in the batch under complaint. The Seller shall investigate the Buyer's complaint within 30 days from the date on which the complaint is lodged or within a longer period if so agreed with the customer beforehand. The Seller shall not be liable for defects in the Goods caused during transport or mechanical damage caused during unloading the Goods in the Buyer's warehouse or in the location specified by them.

 

 

  1. If the complaint is refused to be accepted, the Seller shall inform the Buyer of the refusal and specify the reasons for the refusal. The response shall be sent to the Buyer by registered letter, fax or email.

 

 

  1. If the Buyer does not agree with the result of the settlement of the quality complaint by the Seller, the Parties agree to have the complaint (in terms of the occurrence of the defect, its nature, scope of occurrence, reason and impact on the value of the Goods for use) settled by an independent expert – SGS, the decision of which shall be binding for the Parties. The costs associated with the expert opinion shall be borne by the Buyer irrespective of the decision issued by the expert.

 

  1. If accepted, the complaint may be settled only by reducing the price or replacing the defective Goods with Goods free from defects. If the complaint is settled by replacing the defective Goods with Goods free from defects by the Seller, the defective Goods shall be replaced within 14 days from the date on which the complaint is accepted unless the Parties agree on another date.

 

  1. The Seller shall only be liable for delivering the Goods made in accordance with the specifications contained in the Buyer's purchase order confirmed by the Seller. The Buyer shall be liable for any damage resulting from improper storage, transport, filling, closure, heat treatment of the Goods or further treatment affecting the properties of the Goods.

 

  1. Whenever the Buyer orders the Seller to mark the Goods with a print, the Buyer shall ensure that they hold copyright to the print and hold rights to register the trademarks covered by the print in the scope allowing them to order the Seller to mark the Goods with such print. In the event of third-party claims related to the marking of the Goods with the print specified by the Buyer, the Buyer shall indemnify and hold the Seller harmless from any liability for third-party claims and shall reimburse the Seller with any amounts that the Seller shall be obliged to pay to third parties under a final court judgement.

 

  1. Final provisions

 

The Seller's liability for failure to perform or improper performance of the Contract or for implied warranty for defects shall always be limited to the value of defective Goods.

 

If there is a trademark or the Seller's name on the delivered Goods and these Goods are then to be repackaged, processed or combined with other Goods, which would, in the Seller's opinion, create a negative image of the Seller, the trademark (name) may be placed on such repackaged, processed Goods or Goods combined with other Goods provided that the Buyer obtains an explicit consent to do so from the holder of the trademark (name), which shall be in writing unless null and void. Otherwise, the trademark or Seller's name cannot be placed on the Goods.

 

The Buyer agrees that the Seller may use the Goods containing their trademark or name only for the purposes of promoting and advertising Seller's Goods.

 

Except for the case set forth in Article III sec. 2, no amendments to the content of the purchase order shall be valid without the consent of the Parties, which shall be in writing unless null and void.

 

The person signing the purchase order on behalf of the Buyer shall be entitled to conclude a contract for the purchase of Goods and to enter into commitments related thereto.

 

If any of the provisions of the GTCS is or becomes invalid or ineffective, it shall not affect the validity or effectiveness of the remaining provisions of the GTCS. In this case, the Parties shall undertake to replace the invalid or ineffective GTCS provisions with provisions that are as close to the intended purposes of the GTCS as possible.

 

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

 

To all matters not regulated herein, the provisions of Polish law shall apply.

 

These GTCS shall not apply to contracts concluded with customers.

 

  1. Dispute resolution

 

Any disputes that may arise in connection with the validity of the Contract concluded between the Parties or with the GTCS or their content as well as any disputes that may arise in connection with failure to perform or improper performance of the Contract shall be settled amicably in the first place.

 

The proceedings shall be initiated by a written request for amicable settlement of a dispute sent by registered letter with acknowledgement of receipt by one of the Parties. In the request, the Party shall specify their claim and propose how to settle the dispute amicably. Should no agreement be reached without 14 days from the date of sending the request to the other Party by registered letter, each Party shall be entitled to bring the case for settlement exclusively by a Polish common court having jurisdiction over the registered office of the Seller.

 

Kolonowskie, 17 May 2021

 

These GTCS are valid from: 1 June 2021